X0303 4 2008-12-29 1 0001144945 PENN VIRGINIA RESOURCE PARTNERS L P PVR 0001161246 DESBARRES JOHN P THREE RADNOR CORPORATE CENTER SUITE 300 RADNOR PA 19087 1 0 0 0 Common Units 2008-12-29 4 M 0 24122 A 56122 D Common Units 2008-12-29 4 M 0 2000 A 58122 D Deferred Common Units 2008-12-29 4 M 0 24122 D Common Units 24122 2000 D Deferred Common Units 2008-12-29 4 M 0 2000 D Common Units 2000 0 D 24,122 deferred common units representing limited partner interests converted into an equal number of common units on December 29, 2008 pursuant to the Penn Virginia Resource GP, LLC Fourth Amended and Restated Long Term Incentive Plan (the "Plan"). Penn Virginia Resource GP, LLC is the general partner of the Issuer (the "General Partner"). 2,000 deferred common units representing limited partner interests converted into an equal number of common units on December 29, 2008 pursuant to the General Partner's Amended and Restated Non-Employee Directors Deferred Compensation Plan (the "Deferred Plan"). Each deferred common unit was the economic equivalent of one common unit of the Issuer. The deferred common units convert to common units automatically upon the occurrence of certain events described in the Plan. Not applicable. The deferred common units convert to common units automatically upon the occurrence of certain events described in the Deferred Plan. Nancy M. Snyder as power of attorney 2008-12-31