PENN VIRGINIA CORPORATION SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

Exhibit 10.7

PENN VIRGINIA CORPORATION
SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

                    This is the Penn Virginia Corporation Supplemental Employee Retirement Plan (the “Plan”), as amended and restated effective January 1, 2001, which is maintained by Penn Virginia Corporation to provide retirement benefits for a select group of its management or highly compensated employees and those of its affiliates.  The Plan is intended to replace certain benefits eliminated or reduced through the application of provisions of the Internal Revenue Code to a tax-qualified retirement plan maintained by such employers.

ARTICLE I                   DEFINITIONS

                    The following words and phrases as used herein have the following meanings unless a different meaning is plainly required by the context:

                    1.1.          “Accounts” means Participant’s notional SERP Account, CODA Account and Employer Stock Account maintained under the Plan.

                    1.2.          “Beneficiary” means the Participant’s beneficiary as designated under the Plan on a form provided by the Committee.

                    1.3.          “Change of Control” means the circumstance deemed to have occurred if:

                                      1.3.1.     any person (a “Person”), as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than (i) the Sponsor and/or its wholly-owned subsidiaries, (ii) any ESOP or other employee benefit plan of the Sponsor, and any trustee or other fiduciary in such capacity holding securities under such a plan, (iii) any corporation owned, directly or indirectly, by the shareholders of the Sponsor in substantially the same proportions as their ownership of stock of the Sponsor, or (iv) a Participant or any group of Persons of which he or she voluntarily is a part), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Sponsor representing 30% or more of the combined voting power of the Sponsor’s then outstanding securities;

                                      1.3.2.     during any two-year period beginning after August 1, 1996, Directors of the Sponsor in office at the beginning of such period plus any new Director (other than a Director designated by a person who has entered into an agreement with the Sponsor to effect a transaction within the purview of subsection (i), subsection (ii) or subsection (iii) of Section 1.3.3) whose election by the Board, or whose nomination for election by the Sponsor’s shareholders, was approved by a vote of at least two-thirds 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, shall cease for any reason to constitute at least a majority of the Board; or

                                      1.3.3.     the Sponsor’s shareholders or the Board shall approve (i) any consolidation or merger of the Sponsor in which the Sponsor is not the continuing or surviving corporation or pursuant to which the Sponsor’s voting common stock would be converted into cash, securities and/or other property, other than a merger of the Sponsor in which holders of voting common stock immediately prior to the merger have the same proportionate ownership of shares of the common stock of the surviving corporation immediately after the merger as they had in the voting common stock immediately before, (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Sponsor, or (iii) the liquidation or dissolution of the Sponsor.

                    1.4.          “CODA Account” means a separate bookkeeping account established for a Participant pursuant to Section 3.2 to which amounts equal to CODA Deferral Contributions plus any Employer contributions described in Section 2.4.1 are credited.

                    1.5.          “CODA Deferral Contributions” means Deferral Contributions that are described by Section 2.4, and are credited to a Participant’s CODA Account.

                    1.6.          “Code” means the Internal Revenue Code of 1986, as amended.

                    1.7.          “Committee” means the Plan’s administrative committee appointed by the Sponsor.

                    1.8.          “Company” means the Sponsor and any other employer that adopts the Plan for its Eligible Employees, with the consent of the board of directors of the Sponsor.

                    1.9.          “Compensation” with respect to a Participant means base pay and bonus without taking into account the dollar limit of $150,000 (indexed for inflation) set forth in section 401(a)(17) of the Code ($170,000 in 2001).

                    1.10.        “Contribution Year” means, as of a particular date, the preceding calendar year.

                    1.11.        “Date of Hire” means the first day that an employee begins employment with the Company.

                    1.12.        “Deferral Contributions” means the amount by which a Participant’s Compensation is reduced before such Compensation becomes currently available to the Participant.  Deferral Contributions include CODA Deferral Contributions and SERP Deferral Contributions.

                    1.13.        “Determination Date” means the date as of which a determination or calculation is made.

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                    1.14.        “Employer Stock Account” means a separate bookkeeping account established for a Participant pursuant to Section 3.3 to which amounts equal to Employer Stock Contributions are credited.

                    1.15.        “Employer Stock Contributions” means amounts described in Section 2.5 that are credited to a Participant’s Employer Stock Account.

                    1.16.        “Eligible Employee” means (i) any employee of the Company who has base pay actually paid (without offset by 401(k) deferral contributions) during the Contribution Year that equals or exceeds $100,000, or (ii) in the case of an employee of the Company who has a Date of Hire in the year of determination, an annual rate of base pay that equals or exceeds $100,000.

                    1.17.        “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

                    1.18.        “ESOP” means the Penn Virginia Corporation and Affiliated Companies Employee Stock Ownership Plan, intended to be an employee stock ownership plan within the meaning of sections 409 and 4975(c) of the Code.

                    1.19.        “Hardship” means, as determined by the Committee, a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or Participant’s dependent (as defined in section 152 of the Code), uninsured loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

                    1.20.        “Participant” means an Eligible Employee who meets the requirements of Section 2.1.              

                    1.21.        “Plan” means the Penn Virginia Corporation Supplemental Employee Retirement Plan described by this document.

                    1.22.        “Plan Year” means the calendar year.

                    1.23.        “SERP Account” means a separate bookkeeping account established for a Participant pursuant to Section 3.1 to which amounts equal to SERP Deferral Contributions are credited.

                    1.24.        “SERP Deferral Contributions” means Deferral Contributions described by Section 2.3 of the Plan and credited to a Participant’s SERP Account in accordance with Section 3.1.

                    1.25.        “Sponsor” means Penn Virginia Corporation.

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                    1.26.        “Value” means the amount of cash that the liquidation of the hypothetical investments of the Participant’s Account, or any portion thereof, yields as of the date of such liquidation.

                    1.27.        “Year of Service” means one calendar year, measured from an employee’s Date of Hire, during which the employee is in the employ of the Company.

                    1.28.        “401(k) Plan” means the Penn Virginia Corporation and Affiliated Companies Employees’ 401(k) Plan which is intended to be qualified under sections 401(a) and 401(k) of the Code.

ARTICLE II              PARTICIPATION

                    2.1.          Eligibility Requirements.  Each Eligible Employee shall be eligible to participate in the Plan.  An Eligible Employee shall be a Participant in the Plan as of the first payroll period of the calendar quarter beginning on or after he or she validly elects to participate in the Plan following the completion of one Year of Service.  Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, permit any Eligible Employee to begin participating in the Plan as of the first payroll period of the month beginning on or after his or her Date of Hire, or at any time thereafter.

                    2.2.          Election to Participate.  An Eligible Employee may participate in the Plan by electing to make Deferral Contributions under the Plan.  An election to have Compensation withheld pursuant to this Section 2.2 shall remain in effect until amended or revoked in accordance with Section 2.6.

                    2.3.          SERP Deferral Contributions.  An Eligible Employee may elect to make SERP Deferral Contributions by reducing his or her Compensation by any amount up to 100%, less the Participant’s CODA Deferral Contributions and the amount of the Participant’s deferral contributions to the 401(k) Plan, if any.  An Eligible Employee shall make his or her election by filing a form with the Committee that specifies the percentage or dollar amount of Compensation to be withheld.

                    2.4.          CODA Deferral Contributions.  If the Committee so provides for an individual Participant, he or she may elect to make CODA Deferral Contributions by reducing his or her Compensation by an amount equal to the amount he or she would otherwise be permitted to contribute to the 401(k) Plan if such Participant met all of the eligibility requirements of the 401(k) Plan. 

                                    2.4.1.     Employer Contributions to Certain Participants’ CODA Deferral Contribution Accounts.  The Company may, if the Committee so provides, in its sole and absolute discretion add a credit to a Participant’s CODA Account.  Such employer credit (the “CODA Employer Contribution”) shall not exceed the maximum matching contribution permitted under the 401(k) Plan.  One-half of any CODA Employer Contribution for a Plan Year shall be credited to such Participant’s CODA Account by March 31 of such Plan Year or within

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90 days of the date he or she begins participating in the Plan, if later, and the second half of the CODA Employer Contribution shall be credited to such Participant’s CODA Account on or before September 30 of such Plan Year or, if later, 180 days after the first half of the CODA Employer Contribution was credited.

                                    2.4.2.     Cessation of CODA Contributions.  When a Participant becomes eligible to participate in the 401(k) Plan, he or she may no longer make CODA Deferral Contributions, but the Committee may, in its sole and absolute discretion, cause the Company to continue to credit CODA Employer Contributions pursuant to Section 2.4.1.

                    2.5.          Employer Stock Contributions.  The Company may, if the Committee so provides in its sole and absolute discretion, credit a Participant’s Employer Stock Account with an amount equal to the amount an Eligible Employee could otherwise receive under the ESOP if he or she met all of the eligibility requirements of such ESOP.  Employer Stock Contributions shall be credited in a time and manner determined by the Committee in its sole and absolute discretion.  When a Participant  becomes eligible to participate in the ESOP, he or she shall no longer be eligible to receive credits for Employer Stock Contributions.

                    2.6.          Reduction or Termination of Contributions.  A Participant may reduce the amount of or terminate salary withholding that the Company will credit to the Plan as Deferral Contributions by filing a revised election form with the Committee before the date such Compensation would otherwise be currently available to the Participant.  The reduction or termination of the Deferral Contributions shall be effective as of the first day of the next payroll period beginning after the receipt of the election by the Committee.

                    2.7.          Vesting.  A Participant shall be 100% vested at all times in his or her Deferral Contributions, CODA Employer Contributions and Employer Stock Contributions, if applicable, and any earnings credited thereon.

ARTICLE III             INVESTMENT OF THE ACCOUNTS

                    3.1.          Establishment of the SERP Account.  The Committee shall establish and maintain a notionalaccount for each Participant who elects salary withholding under Section 2.3.

                                    3.1.1.     Crediting of Amount to the SERP Account.  An amount equal to the Compensation withheld shall be credited to a Participant’s SERP Account not later than 60 days after the date such Compensation would otherwise have been paid to the Participant.  Hypothetical earnings, gains and losses, if any, on the balance standing to the credit of the SERP Account shall be credited or debited to the SERP Account as provided in Section 3.1.2.

                                    3.1.2.     Hypothetical Investment of the SERP Account.  The Committee may cause each Particip