Form of Agreement For Restricted Unit Awards

Exhibit 10.3

PVG GP, LLC

AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN RESTRICTED UNIT AWARD AGREEMENT

THIS RESTRICTED UNIT AWARD AGREEMENT is made as of abDatebb (the " Effective Date" ) between PVG GP, LLC, a Delaware limited liability company (the " Company" ), and abNamebb (" Employee" ). 1. Award of Units . As of the Effective Date, the Company hereby grants to Employee abUnitsbb common units of Penn Virginia GP Holdings, L.P. (" Units" ) pursuant to the PVG GP, LLC Amended and Restated Long-Term Incentive Plan, as amended and restated effective January 1, 2008 (the " Plan" ). Employee agrees that this award of Units shall be subject to all of the terms and conditions set forth herein and in the Plan, including any future amendments thereto, which Plan is incorporated herein by reference as a part of this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern. All terms capitalized but not defined herein will have the meanings assigned to them in the Plan.

2. Forfeiture Restrictions . The Units granted to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of Employee' s termination from the Company for any reason (other than as described below), Employee shall automatically upon such termination, for no consideration, forfeit to the Company all Units to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Units to the Company upon termination from the Company are herein referred to as " Forfeiture Restrictions," and the Units which are then subject to the Forfeiture Restrictions are herein sometimes referred to as " Restricted Units." The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the Units. The Forfeiture Restrictions shall lapse as to Restricted Units issued to Employee pursuant to this Agreement as follows: (a) as to one-third (1/3) of the Restricted Units granted to Employee hereunder, on the first anniversary of the Effective Date; (b) as to an additional one-third (1/3) of the Restricted Units granted to Employee hereunder, on the second anniversary of the Effective Date; and (c) as to the remaining one-third (1/3) of the Restricted Units granted to Employee her ...