CONTRIBUTION AGREEMENT

Exhibit 10.2

EXECUTION COPY

CONTRIBUTION AGREEMENT

By and Among,

PENN VIRGINIA RESOURCE LP CORP.,

PENN VIRGINIA RESOURCE GP, LLC,

KANAWHA RAIL CORP.,

PENN VIRGINIA RESOURCE GP CORP.,

and

PENN VIRGINIA GP HOLDINGS, L.P.

Dated as of December 8, 2006

TABLE OF CONTENTS

CONTRIBUTION AND CONVEYANCE AGREEMENT

This Contribution and Conveyance Agreement, dated as of December 8, 2006 (this “ Contribution Agreement ”), is by and among PENN VIRGINIA RESOURCE LP CORP., a Delaware corporation (“ PVR LP Corp ”), PENN VIRGINIA RESOURCE GP, LLC, a Delaware limited liability company (“ PVR GP LLC ”), KANAWHA RAIL CORP., a Virginia corporation (“ Kanawha ”), PENN VIRGINIA GP HOLDINGS, L.P., a Delaware limited partnership (“ PVG ”), and PENN VIRGINIA RESOURCE GP CORP., a Delaware corporation (“ PVR GP Corp ”). The above-named entities are sometimes referred to in this Contribution Agreement each as a “ Party ” and collectively as the “ Parties .” Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.

W I T N E S S E T H:

WHEREAS , PVR GP Corp owns a 100% interest in PVR GP LLC, the general partner of Penn Virginia Resource Partners, L.P. (the “ MLP ”);

WHEREAS , the PVR GP LLC owns 306,327 common units representing limited partner interests in the MLP (the “ LTIP Units ”) and the 2.0% general partner interest in the MLP and the incentive distribution rights in the MLP;

WHEREAS , PVR LP Corp owns 14,074,682 common units representing limited partner interests in the MLP;

WHEREAS , Kanawha owns 1,050,612 common units representing limited partner interests in the MLP;

WHEREAS , PVR GP Corp and PVR LP Corp have formed PVG pursuant to the terms of the Delaware Revised Uniform Limited Partnership Act (the “ Delaware LP Act ”) for the purpose of facilitating the Offering;

WHEREAS, PVR GP Corp., PVR LP Corp and Kanawha desire to transfer the economic benefits of their existing ownership interests in the MLP GP and the MLP to PVG in order to promote the long-term growth opportunities of the Parties;

WHEREAS , in order to accomplish the objectives and purposes in the preceding recital, each of the following actions has been taken prior to the date hereof:

WHEREAS , concurrently with the consummation of the transactions contemplated hereby, each of the following shall occur:

NOW , THEREFORE , in consideration of the mutual covenants, representations, warranties and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

The terms set forth below in this Article I shall have the meanings ascribed to them below or in the part of this Contribution Agreement referred to below:

“ Business Day ” means any day other than a Saturday, a Sunday or any other day when banks are not open for business generally in the State of Delaware.

“ Commission ” means the U.S. Securities and Exchange Commission.

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“ Closing ” means the closing of the transactions contemplated pursuant to this Contribution Agreement.

“ Delaware LLC Act ” means the Limited Liability Company Act of the State of Delaware, as amended and any successor to such act.

“ Delaware LP Act ” means the Delaware Revised Uniform Limited Partnership Act, as amended and any successor to such act.

“ Effective Time ” means immediately prior to the closing of the Offering pursuant to the Underwriting Agreement.

“ Offering ” means the initial public offering of the PVG Common Units contemplated by the Registration Statement.

“ Person ” means an individual, corporation, partnership (limited or general), limited liability company, trust, joint stock company, Governmental Authority, unincorporated association or other legal entity.

“ PVG Common Units ” means the common units representing limited partner interests in PVG.

“ Registration Statement” means the Registration Statement on Form S-1 filed with the Commission (Registration No. 333-135686).

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Underwriters ” means those underwriters listed in the Underwriting Agreement between Lehman Brothers Inc. and UBS Securities LLC, as representatives of the Underwriters, PVG GP and PVG dated as of December 4, 2006.

“ Units Purchase Agreement ” means the Units Purchase Agreement, dated December 4, 2006, between PVG and the MLP.

ARTICLE II

CONTRIBUTION AND DISTRIBUTION TRANSACTIONS

Section 2.1 Distribution of the LTIP Units . PVR GP LLC hereby distributes, grants, contributes, bargains, assigns, transfers, sets over and delivers to PVR GP Corp, its successors and assigns, for its and their own use forever, (a) the LTIP Units and (b) all of the net intercompany receivables as of the date hereof, and PVR GP Corp accepts such LTIP units and intercompany receivables.

Section 2.2 Contribution of Interest in PVR GP LLC by PVR GP Corp . PVR GP Corp hereby grants, contributes, bargains, assigns, transfers, sets over and delivers to PVG, its successors and assigns, for its and their own use forever, a 100% membership interest in the PVR GP LLC (the “Transferred MLP GP Interest”, and together with the limited partner interests in the MLP described in Section 2.3 below, the “Transferred Assets”) in exchange for 11,317,501 PVG Common Units, representing a 29.5% limited partner interest in PVG.

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Section 2.3 Contribution of Interests in the MLP by PVR LP Corp and Kanawha . (a) PVR LP Corp hereby distributes, grants, contributes, bargains, assigns, transfers, sets over and delivers to PVG, its successors and assigns, for its and their own use forever, 14,074,682 common units representing a 30.2% limited partner interest in the MLP to PVG in exchange for 19,362,198 PVG Common Units, representing a 50.4% limited partner interest in PVG; and (b) Kanawha hereby distributes, grants, contributes, bargains, assigns, transfers, sets over and delivers to PVG, its successor and assigns, for its and their own use forever, 1,050,612 common units of the MLP representing a 2.3% limited partner interest in the MLP to PVG in exchange for 1,445,301 PVG Common Units, representing a 3.8% limited partner interest in PVG.

Section 2.4 Public Cash Contribution . The Parties acknowledge a capital contribution by the public, through the Underwriters, to PVG of $116,550,000 in cash, ($109,557,000 after the Underwriters’ Spread of $6,993,000 and $108,974,250 after the payment of the structuring fee of $582,750) in exchange for 6,300,000 PVG Common Units representing a 16.4% limited partner interest in PVG.

Section 2.5 Payment of Transaction Expenses by PVG . The Parties acknowledge (a) the payment by PVG, in connection with the transactions contemplated hereby, of estimated transaction expenses in the amount of approximately $1.9 million (exclusive of the Spread and the structuring fee), (b) the retention by PVG of $2.5 million of the net proceeds of the Offering for general partnership purposes and (c) the use by PVG of the balance of the net proceeds of the Offering to purchase from the MLP 416,444 common units and 3,610,383 Class B units representing limited partner interests in the MLP pursuant to the Units Purchase Agreement.

Section 2.6 Issuance of New Certificates . At the Closing, PVG shall issue to each of PVR GP Corp, PVR LP Corp and Kanawha a certificate or certificates, which may be held in book entry form, representing the respective number of PVG Common Units to be issued to each of PVR GP Corp, PVR LP Corp and Kanawha pursuant to Section 2.2 and Section 2.3. Each such certificate shall be registered in the name of the Person or Persons specified by the recipient thereof to PVG in writing at least two Business Days prior to the Closing.

Section 2.7 Certificate Legend . The certificates evidencing the PVG Common Units delivered pursuant to Section 2.2 and Section 2.3 shall bear a legend substantially in the form set forth below and containing such other information as PVG may deem necessary or appropriate:

THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF THE PARTNERSHIP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF THE

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PARTNERSHIP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE THE PARTNERSHIP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). PVG GP, LLC, THE GENERAL PARTNER OF THE PARTNERSHIP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF THE PARTNERSHIP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.

ARTICLE III

ADDITIONAL TRANSACTIONS

Section 3.1 Over-Allotment Option . The Parties