On October 17, 2008, the Compensation and Benefits Committee of the Board of Directors of Penn Virginia Resource GP, LLC, general partner of Penn Virginia Resource Partners, L.P. (the "Partnership"), approved the amendment and restatement of the Executive Change of Control Severance Agreements it has entered into with Keith D. Horton, Co-President - Coal, and Ronald K. Page, Co-President-Midstream (the "Change of Control Agreements"). The Change of Control Agreements were amended to (i) comply with Section 409A of the Internal Revenue Code of 1986, as amended and (ii) provide that any long-term equity compensation granted to the executive by Penn Virginia GP Holdings, L.P. shall become 100% vested upon a change of control. The Change of Control Agreements will supercede existing change of control agreements. The Change of Control Agreements will not increase the amounts reported in the Partnership's 2007 Annual Report on Form 10-K as payable to Messrs. Horton and Page in connection with a change of control.

The Change of Control Agreements are filed as Exhibits to this Current Report on Form 8-K.

(d) Exhibits.

10.1    Amended and Restated Executive Change of Control Severance Agreement dated
        October 17, 2008 between Penn Virginia Resource GP, LLC and Keith D.
        Horton.

10.2    Amended and Restated Executive Change of Control Severance Agreement dated
        October 17, 2008 between Penn Virginia Resource GP, LLC and Ronald K. Page.