NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN

PENN VIRGINIA RESOURCE GP, LLC

NON-EMPLOYEE DIRECTORS

DEFERRED COMPENSATION PLAN

Effective December 31, 2003

PENN VIRGINIA RESOURCE GP, LLC

NON-EMPLOYEE DIRECTORS

DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

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PENN VIRGINIA RESOURCE GP, LLC

NON-EMPLOYEE DIRECTORS

DEFERRED COMPENSATION PLAN

ARTICLE I

PURPOSE AND EFFECTIVE DATE

1.1. Purpose . The Plan is intended to provide deferred compensation for non-employee directors of Penn Virginia Resource GP, LLC. The Plan is an unfunded plan that does not cover any employees and thus is not subject to the Employee Retirement Income Security Act of 1974, as amended, nor is it intended to qualify under section 401(a) of the Code.

1.2. Effective Date . The Plan is effective December 31, 2003.

ARTICLE II

DEFINITIONS

As used herein, the following terms shall have the following meanings:

2.1. “ Account ” means the bookkeeping reserve account established and maintained for each Participant pursuant to Article V solely to determine the amount payable to the Participant pursuant to Article VII and shall not constitute a separate fund of assets. Each such Account shall consist of such subaccounts as the Committee deems necessary or desirable for the administration of the Plan.

2.2. “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

2.3. “ Beneficiary ” means the person(s), trust(s) or other entities the Participant designates, in accordance with procedures established by the Committee, to receive any benefits under the Plan after the death of the Participant. If the Participant has not designated a Beneficiary, or if no Beneficiary survives the Participant, the Participant’s rights related to Common Units under the terms of the Long-Term Incentive Plan and the aggregate amount of Fee Deferrals (and earnings thereupon) credited to the Participant’s Account shall pass by will or the laws of descent and distribution.

2.4. “ Board ” means the Board of Directors of the Company.

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2.5. “ Cessation of Service ” means the removal of a Director from the Board pursuant to applicable provisions of the Company’s by-laws or the voluntary resignation by a Director of his or her membership on the Board.

2.6. “ Change in Control ” shall be deemed to have occurred upon the occurrence any of the following events:

(a) The acquisition, after December 31, 2003, directly or indirectly, by any Person (as defined below) or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of:

(i) equity securities of Penn Virginia Corporation, a Virginia corporation (“PVA”) that entitle the “beneficial owners” thereof to control more than fifty percent (50%) of the combined voting power of PVA,

(ii) equity securities of the Company that entitle the “beneficial owners” thereof to control more than fifty percent (50%) of the total combined voting power of the Company, or

(iii) equity securities of the Partnership that entitle the “beneficial owners” thereof to control more than fifty percent (50%) of the total combined voting power of Common Units and Parity Units (as defined in the Partnership Agreement) of the Partnership;

provided, however, any acquisition, directly or indirectly, by or from PVA, the Company, the Partnership or any Affiliate of PVA, or by any employee benefit plan (or related trust) sponsored or maintained by PVA or any Affiliate, shall not constitute a Change in Control.

(b) Approval, after December 31, 2003, by the equity security holders of PVA or the Partnership or the occurrence of a merger, reorganization, consolidation, exchange of equity interests, recapitalization, restructuring or other business combination that results in beneficial ownership of more than fifty percent (50%) of the total voting power of PVA or the Partnership being transferred to a Person (as defined below), unless the equity security holders of PVA or the Partnership, as applicable, immediately before such transaction beneficially own, directly or indirectly, immediately following such transaction, at least a majority of the combined voting power of the outstanding voting securities of the Person resulting from such transaction or the Person acquiring such properties and assets, entitled to vote generally on the election of such resulting or acquiring Person’s directors, in substantially the same proportion as their ownership of such equity securities immediately before such transaction;

(c) Approval, after December 31, 2003, by the equity security holders of PVA or the Partnership or the occurrence of a sale of all or substantially all of the assets of PVA or the Partnership to a Person other than PVA or any of its Affiliates; or

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(d) Individuals who, after December 31, 2003, constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in clause (a), clause (b) or clause (c) of this definition or any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-l 1 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents) whose election by the Board or nomination for election by the Company’s equity security holders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board.

2.7. “ Code ” means the Internal Revenue Code of 1986, as amended.

2.8. “ Committee ” means the Compensation Committee of the Board or such other committee or subcommittee of the Board appointed by the Board to administer the Plan.

2.9. “ Common Unit ” means a Common Unit of the Partnership as defined in the Partnership Agreement and awarded under the Long Term Incentive Plan.

2.10. “ Company ” means Penn Virginia Resource GP, LLC.

2.11. “ Deferral Agreement ” means the written agreement entered into between the Participant and the Company pursuant to Article III.

2.12. “ Deferred Common Unit ” or “ DCU ” means a notional entry that is entered in a Participant’s Account and that represents the right to one Common Unit in accordance with the terms of the Long-Term Incentive Plan.

2.13. “ Deferred Restricted Unit ” or “ DRU ” means a notional entry that is entered in a Participant’s Account and that represents the right to one Restricted Unit in accordance with the terms of the Long-Term Incentive Plan (and subject to the restrictions contained therein).

2.14. “ Fee ” means base compensation for services as a Non-Employee Director and shall include (a) the annual retainer, (b) board and committee meeting fees and (c) any other additional compensation for services as a Non-Employee Director. Fees shall not include expense allowances or reimbursements.

2.15. “ Fee Deferrals ” means part or all of Fees, the receipt of which is deferred by the Participant pursuant to Section 4.1.

2.16. “ Long-Term Incentive Plan ” or “ LTIP ” means the Penn Virginia Resource GP, LLC Long-Term Incentive Plan, as amended from time to time.

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2.17. “ Non-Employee Director ” means each director of the Company who is not an employee of the Company or any of the Company’s subsidiaries (as defined in section 425(f) of the Code).

2.18. “ Normal Distribution Date ” means January 1 of the calendar year following the calendar year of the earlier to occur of the Participant’s attainment of age 70 or Cessation of Service.

2.19. “ Participant ” means an individual who is eligible to participate in the Plan pursuant to Article III and who has delivered an executed Deferral Agreement to the Committee in accordance with the provisions of Article III. Such individual shall remain a Participant in the Plan until such time as all benefits payable under the Plan have been paid in accordance with the provisions hereof or the Plan is terminated in accordance with Article X.

2.20. “ Partnership ” means Penn Virginia Resource Partners, L.P., a Delaware limited partnership.

2.21. “ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of October 30, 2001, as amended from time to time.

2.22. “ Person ” means a “person” as defined in section 3(a)(9) of the Exchange Act, as modified, applied and used in sections 13(d) and 14(d) thereof; provided, however, a Person shall not include (a) PVA, the Company, the Partnership or any of their respective subsidiaries, (b) a trustee or other fiduciary holding securities under an employee benefit plan of PVA, the Company, the Partnership or any of their respective subsidiaries (in its capacity as such), (c) an underwriter temporarily holding securities pursuant to an offering of such securities, or (d) a corporation owned, directly or indirectly, by the stockholders of PVA in substantially the same character and proportions as their ownership of equity of PVA.

2.23. “ Plan Year ” means the calendar year.

2.24. “ Restricted Unit ” means a “Restricted Unit” granted under the LTIP and subject to the restrictions thereunder.

2.25. “ Tranche” means the amount of Fee Deferral and Award Deferrals credited to a Participant’s Account during any one Plan Year.

2.26. “ Unit ” means a Common Unit or a Restricted Unit.

2.27. “ Unit Award ” means an “Award” under the Long-Term Incentive Plan, which is subject to deferral hereunder and is either a Unit or a Restricted Unit granted thereunder.

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2.28. “ Unit Award Deferrals ” means part or all of the Unit Awards payable under the Long-Term Incentive Plan, the receipt of which is deferred by the Participant pursuant to Section 4.2.

2.29. “ Unit Distribution ” means distributions made under the terms of the LTIP with respect to any Unit deferred under this Plan

2.30. “ Valuation Date” means the business day used for purposes of valuing the Fee Deferrals and Unit