Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 8, 2008, the Compensation and Benefits Committee of the Board of Directors of Penn Virginia Resource GP, LLC (the "Company"), general partner of Penn Virginia Resource Partners, L.P. (the "Partnership"), approved an amendment and restatement of the Company's Fourth Amended and Restated Long-Term Incentive Plan (the "Plan") to increase the number of units issuable under the Plan from 600,000 to 3,000,000 (the "Amendment"), subject to unitholder approval. The Amendment was approved by the Partnership's unitholders at the Partnership's Special Meeting held on January 14, 2009.

A copy of the amended and restated Plan approved by the Partnership's unitholders is filed as an exhibit to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Penn Virginia Resource GP, LLC Fifth Amended and Restated Long-Term Incentive Plan

---