0001193125-11-144163 Sample Contracts

PENN VIRGINIA RESOURCE GP, LLC SIXTH AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN PHANTOM UNIT AWARD AGREEMENT

Phantom Unit Award Agreement • May 18th, 2011 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • Delaware

• Contract Type
  Phantom Unit Award Agreement
• Filed
  May 18th, 2011
• Company
  Penn Virginia Resource Partners L P
• Industry
  Bituminous coal & lignite surface mining
• Jurisdiction
  Delaware

This PHANTOM UNIT AWARD AGREEMENT (the “Agreement”), dated as of , 2011 (the “Date of Grant”), is delivered by Penn Virginia Resource GP, LLC (the “Company”), the general partner of Penn Virginia Resource Partners, L.P. (the “Partnership”) to (the “Participant”).

PENN VIRGINIA RESOURCE GP, LLC SIXTH AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN RESTRICTED UNIT AWARD AGREEMENT

Restricted Unit Award Agreement • May 18th, 2011 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • Delaware

• Contract Type
  Restricted Unit Award Agreement
• Filed
  May 18th, 2011
• Company
  Penn Virginia Resource Partners L P
• Industry
  Bituminous coal & lignite surface mining
• Jurisdiction
  Delaware

THIS RESTRICTED UNIT AWARD AGREEMENT is made as of , 2011 (the “Effective Date”) between Penn Virginia Resource GP, LLC, a Delaware limited liability company (the “Company”), the general partner of Penn Virginia Resource Partners, L.P. (the “Partnership”) and (“Employee”).

PENN VIRGINIA RESOURCE GP, LLC SIXTH AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN DEFERRED COMMON UNIT AWARD AGREEMENT

Deferred Common Unit Award Agreement • May 18th, 2011 • Penn Virginia Resource Partners L P • Bituminous coal & lignite surface mining • Delaware

• Contract Type
  Deferred Common Unit Award Agreement
• Filed
  May 18th, 2011
• Company
  Penn Virginia Resource Partners L P
• Industry
  Bituminous coal & lignite surface mining
• Jurisdiction
  Delaware

This DEFERRED COMMON UNIT AWARD AGREEMENT, dated as of , 2011 (the “Date of Grant”), is delivered by Penn Virginia Resource GP, LLC (the “Company”), the general partner of Penn Virginia Resource Partners, L.P. (the “Partnership”) to (the “Grantee”).