X0202 4 2006-11-14 0 0001144945 PENN VIRGINIA RESOURCE PARTNERS L P PVR 0000077159 PENN VIRGINIA CORP 100 MATSONFORD ROAD SUITE 300 THREE RADNOR CORPORATE CENTER RADNOR PA 19087 0 0 1 1 100% owner of general partner Common Units 2006-11-14 4 M 0 7649880 A 15438750 I Parent Company Common Units 2006-11-14 4 J 0 102 24.79 D 15438648 I Parent Company Common Units 2006-11-15 4 J 0 6337 24.91 D 15432311 I Parent Company Common Units 2006-11-15 4 J 0 451 24.91 D 15431860 I Parent Company Common Units 2006-11-15 4 J 0 200 24.91 D 15431660 I Parent Company Subordinated Units 2006-11-14 4 M 0 7649880 D Common Units 7649880 0 I Parent Company 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. An aggregate of 7,649,880 subordinated units representing limited partner interests owned by Penn Virginia Resource LP Corp. ("LP Corp") and Kanawha Rail Corp. ("KRC") 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"). Penn Virginia Corporation is the ultimate parent company of LP Corp, KRC and Penn Virginia Resource GP, LLC, the general partner of the Issuer (the "General Partner"). As such Penn Virginia Corporation may be deemed to benefically own the common units and subordinated units held by LP Corp, KRC and the General Partner. In addition, as the ultimate parent company to the General Parnter, Penn Virginia Corporation appoints the directors of the General Partner. Transfer of common units to certain directors, officers and employees of the General Partner, as compensation pursuant to the General Partner's Seconded Amended and Restated Long Term Incentive Plan. 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, Executive VP and General Counsel 2006-11-16