CONTRIBUTION AGREEMENT

Contribution Agreement

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This Contribution Agreement involves

PENN VIRGINIA GP HOLDINGS, L.P. | PENN VIRGINIA RESOURCE LP CORP | PENN VIRGINIA RESOURCE GP, LLC | KANAWHA RAIL CORP | PENN VIRGINIA RESOURCE GP CORP | PENN VIRGINIA GP HOLDINGS, L.P

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Title: CONTRIBUTION AGREEMENT
Governing Law: Delaware Date: 12/13/2006
Industry: CCOALL Sector: ENERGY

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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


ARTICLE I
DEFINITIONS

ARTICLE II
CONTRIBUTION AND DISTRIBUTION TRANSACTIONS

Section 2.1	Distribution of the LTIP Units	3
Section 2.2	Contribution of Interest in PVR GP LLC by PVR GP Corp.	3
Section 2.3	Contribution of Interests in the MLP by PVR LP Corp and Kanawha	4
Section 2.4	Public Cash Contribution	4
Section 2.5	Payment of Transaction Expenses by PVG	4
Section 2.6	Issuance of New Certificates	4
Section 2.7	Certificate Legend	4

ARTICLE III
ADDITIONAL TRANSACTIONS

Section 3.1	Over-Allotment Option	5
Section 3.2	Purchase of Additional Interests in the MLP by PVG	5

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

Section 4.1	Representations and Warranties of PVR GP Corp, PVR LP Corp and Kanawha	5

ARTICLE V
FURTHER ASSURANCES

ARTICLE VI
EFFECTIVE TIME

ARTICLE VII
INDEMNIFICATION

Section 7.1	Indemnification by the Penn Virginia Parties	7
Section 7.2	Indemnification by PVG	8
Section 7.3	Indemnification Procedure	8

ARTICLE VIII
MISCELLANEOUS

Section 8.1	Order of Completion of Transactions	9
Section 8.2	Costs	9
Section 8.3	Headings; References; Interpretation	9
Section 8.4	Successors and Assigns	10


Section 8.5	No Third Party Rights	10
Section 8.6	Counterparts	10
Section 8.7	Governing Law	10
Section 8.8	Severability	10
Section 8.9	Amendment or Modification	10
Section 8.10	Integration	10
Section 8.11	Deed; Bill of Sale; Assignment	11

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:

PVR GP Corp has formed PVG GP, LLC ( “PVG GP”) pursuant to the terms of the Delaware LLC Act and contributed $1,000 to PVG GP in exchange for all of the member interests in PVG GP.