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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 19, 2009
(Date of Earliest Event Reported)

PENN VIRGINIA GP HOLDINGS, L.P.

(Exact Nam e of Re gistran t as S pe cifie d in its C h arte r)

Delaware 1-33171 20-5116532

(State or O the r Ju risdiction (C om m ission File Nu m be r) (IRS Em ploye r
of In corporation ) Ide n tification No.)

Three Radnor Corporate Center, Suite 300

100 Matsonford Road, Radnor, Pennsylvania 19087
(Addre ss of Principal Exe cu tive O ffice s) (Zip C ode )

Registrant’s telephone number, including area code: (610) 687-8900

Not Applicable
(Form e r n am e or form e r addre ss, if ch an ge d since last re port)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

® Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

® Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

® Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

® Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On February 19, 2009, the Compensation and Benefits Committee (the “PVR Committee”) of the Board of Directors of Penn Virginia
Resource GP, LLC (the “PVR GP”), the general partner of Penn Virginia Resource Partners, L.P. (“PVR”), approved a form of grant agreement
for phantom unit awards made under the PVR GP Fifth Amended and Restated Long-Term Incentive Plan (the “PVR LTIP”).

As provided in the PVR LTIP and the award agreement, each phantom PVR unit granted entitles the grantee to receive one PVR common
unit upon vesting, which occurs over a three-year period, with one-third of each award vesting on the first, second and third anniversaries of
the grant date unless (i) the phantom unitholder’s employment terminates for any reason other than death or disability, in which event any
unvested phantom PVR units are forfeited unless otherwise determined by the PVR Committee, or (ii) the phantom unitholder dies, becomes
disabled or becomes retirement eligible, which is defined as reaching age 62 and completing 10 years of consecutive service with the PVR GP
or its affiliate, or there occurs a change of control, in which events all restrictions lapse. Payments of the phantom PVR unit awards will be
made in common units (or, at the request of the phantom unitholder and upon the approval of the PVR Committee, an amount of cash equal to
the fair market value of PVR’s common units) at the time of vesting, unless vesting occurs early on account of becoming retirement eligible, in
which event payments will be made when such phantom units would have originally vested, even if that is after retirement. The phantom
unitholder is also entitled to distribution equivalents.

Penn Virginia GP Holdings, L.P. (“PVG”), the registrant for purposes of this Current Report on Form 8-K, owns an approximately 37%
limited partner interest in PVR and 100% of the PVR GP, which holds the 2% general partner interest in PVR.

A copy of the form of phantom PVR unit award agreement, as approved by the PVR Committee, is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 23, 2009, the Board of Directors of PVG GP, LLC (the “General Partner”), the general partner of PVG, approved amendments
to Section 7.7 of the Second Amended and Restated Agreement of Limited Partnership of PVG (the “Partnership Amendment”). The
Partnership Amendment clarifies that the rights to both indemnification and advancement of expenses provided in Section 7.7 vest upon a
person’s election to the Board of Directors of the General Partner or as an officer of the General Partner.

On February 19, 2009, the Board of Directors of the PVR GP approved amendments to Section 7.7 of the Third Amended and Restated
Agreement of Limited Partnership of PVR (the “PVR Partnership Amendment”). The PVR Partnership Amendment clarifies that the rights to
both indemnification and advancement of expenses provided in Section 7.7 vest upon a person’s election to the Board of Directors of the PVR
GP or as an officer of the PVR GP.
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Copies of the Partnership Amendment and the PVR Partnership Amendment are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this
Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of Penn Virginia GP Holdings, L.P.
3.2 Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of Penn Virginia Resource Partners,
L.P. (incorporated by reference to Exhibit 3.1 of Penn Virginia Resource Partners, L.P.’s Current Report on Form 8-K filed on
February 24, 2009).
10.1 Form of Agreement for Phantom Unit Awards under the Penn Virginia Resource GP, LLC Fifth Amended and Restated
Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of Penn Virginia Resource Partners, L.P.’s Current
Report on Form 8-K filed on February 24, 2009).
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: February 24, 2009

Penn Virginia GP Holdings, L.P.

By: PVG GP, LLC,

its general partner

By: /s/ Nancy M. Snyder

Name: Nancy M. Snyder
Title: Vice President, Chief Administrative Officer and
General Counsel
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Exhibit Index

Exh ibit No. De scription

3.1 Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of Penn Virginia GP Holdings, L.P.
3.2 Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of Penn Virginia Resource Partners, L.P.
(incorporated by reference to Exhibit 3.1 of Penn Virginia Resource Partners, L.P.’s Current Report on Form 8-K filed on February
24, 2009).
10.1 Form of Agreement for Phantom Unit Awards under the Penn Virginia Resource GP, LLC Fifth Amended and Restated Long-
Term Incentive Plan (incorporated by reference to Exhibit 10.1 of Penn Virginia Resource Partners, L.P.’s Current Report on Form
8-K filed on February 24, 2009).
Exhibit 3.1

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

PENN VIRGINIA GP HOLDINGS, L.P.

This Amendment No. 1 (this “Amendment No. 1”) to the Second Amended and Restated Agreement of Limited Partnership (as amended,
the “Partnership Agreement”) of Penn Virginia GP Holdings, L.P. (the “Partnership”) is hereby adopted on February 23, 2009 by PVG GP, LLC,
a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined
herein are used as defined in the Partnership Agreement.

WHEREAS, the General Partner desires to amend the Partnership Agreement to clarify that the rights to indemnification and
advancement of expenses for directors and officers vest upon a person’s election to the Board of Directors or as an officer of the General
Partner; and

WHEREAS, acting pursuant to the power and authority granted to it under Section 13.1(d) of the Partnership Agreement, the General
Partner has determined that this Amendment No. 1 does not require the approval of any Limited Partner and that this Amendment No. 1 is not
adverse to the Limited Partners, including any particular class of Partnership Interests as compared to other classes of Partnership Interests, in
any material respect.

NOW THEREFORE, the General Partner does hereby amend the Partnership Agreement as follows:
Section 1. Amendment. Section 7.7 is hereby amended and restated in its entirety as follows:
Section 7.7 Indemnification.
(a) To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be
indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint or several, expenses
(including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims,
demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitrative or investigative, in which any Indemnitee may be
involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, that the Indemnitee shall
not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction
determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.7, the Indemnitee acted
in bad faith or engaged in fraud, willful misconduct, or in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct
was unlawful; provided, further, no indemnification pursuant to this Section 7.7 shall be available to the General Partner or its Affiliates (other
than a Group Member) with respect to its or their obligations incurred pursuant to the Underwriting Agreement, the Non-Compete

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Agreement or the Omnibus Agreement (other than obligations incurred by the General Partner on behalf of the Partnership). Any
indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, it being agreed that the General Partner
shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the
Partnership to enable it to effectuate such indemnification.

(b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified
pursuant to Section 7.7(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership
prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Partnership of any undertaking by or on
behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in
this Section 7.7.

(c) The indemnification and advancement of expenses provided by this Section 7.7 shall be in addition to any other rights to which an
Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of Outstanding Limited Partner Interests entitled to vote
on such matter, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other
capacity (including any capacity under the Underwriting Agreement), and shall continue as to an Indemnitee who has ceased to serve in such
capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of
the General Partner, its Affiliates and such other Persons as the General Partner shall determine, against any liability that may be asserted
against, or expense that may be incurred by, such Person in connection with the Partnership’s activities or such Person’s activities on behalf
of the Partnership, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the
provisions of this Agreement.

(e) For purposes of this Section 7.7, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an
employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services
by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan
pursuant to applicable law shall constitute “fines” within the meaning of Section 7.7(a); and action taken or omitted by it with respect to any
employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Partnership.

(f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth
in this Agreement.

(g) An Indemnitee shall not be denied indemnification or advancement of expenses in whole or in part under this Section 7.7 because the
Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by
the terms of this Agreement.

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(h) The provisions of this Section 7.7 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall
not be deemed to create any rights for the benefit of any other Persons.

(i) The obligations of the Partnership to indemnify or advance expenses to an Indemnitee under this Section 7.7 shall be considered
contractual obligations of the Partnership to such Indemnitee, which obligations shall be deemed vested as of the date that such Indemnitee
became an Indemnitee. While any provision of this Section 7.7 may be amended, modified or repealed, no such amendment, modification or
repeal shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified or advanced
expenses by the Partnership, nor the obligations of the Partnership to indemnify or advance expenses to any such Indemnitee under and in
accordance with the provisions of this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when
such claims may arise or be asserted.

Section 2. General Authority. The appropriate officers of the General Partner are hereby authorized to make such further clarifying and
conforming changes to the Partnership Agreement as they deem necessary or appropriate, and to interpret the Partnership Agreement, to give
effect to the intent and purpose of this Amendment No. 1.

Section 3. Ratification of Partnership Agreement. Except as expressly modified and amended herein, all of the terms and conditions of the
Partnership Agreement shall remain in full force and effect.

Section 4. Governing Law. This Amendment No. 1 will be governed by and construed in accordance with the laws of the State of
Delaware.

IN WITNESS WHEREOF, the General Partner has executed this Amendment No. 1 as of the date first set forth above.

GENERAL PARTNER:

PVG GP, LLC

By: /s/ Nancy M. Snyder

Name: Nancy M. Snyder
Title: Vice President, Chief Administrative Officer,
General Counsel and Assistant Secretary

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