X0202 4 2006-11-14 0 0001144945 PENN VIRGINIA RESOURCE PARTNERS L P PVR 0001263798 PENN VIRGINIA RESOURCE LP CORP 300 DELAWARE AVENUE SUITE 550 WILMINGTON DE 19801 0 0 1 0 Common Units 2006-11-14 4 M 0 7135042 A 14074682 D Subordinated Units 2006-11-14 4 M 0 7135042 D Common Units 7135042 0 D The transaction described herein is also exempt under Rule 16b-6(b) as the conversion of a derivative security, thus Transaction Code C is also applicable. 7,135,042 subordinated units representing limited partner interests owned by Penn Virginia Resource LP Corp converted into an equal number of common units on November 14, 2006 pursuant to the terms of the Issuer's First Amended and Restated Agreement of Limited Partnership dated October 30, 2001, as amended (the "Partnership Agreement"). The conversion rate is 1 for 1. The subordinated units convert to common units automatically upon the occurrence of certain events described in the Partnership Agreement. Not applicable. Nancy M. Snyder, Vice President 2006-11-16