##### 



Execution Version
 THIRD AMENDED AND RESTATED
 AGREEMENT OF LIMITED PARTNERSHIP
 OF
 NATURAL RESOURCE PARTNERS L.P.




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TABLE OF CONTENTS
   Section 1.1
    
    Definitions
    
    
    2Section 1.2
    
    Construction
    
    
    22
   Section 2.1
    
    Formation
    
    
    23Section 2.2
    
    Name
    
    
    23Section 2.3
    
    Registered Office; Registered Agent; Principal Office; Other Offices
    
    
    23Section 2.4
    
    Purpose and Business
    
    
    23Section 2.5
    
    Powers
    
    
    24Section 2.6
    
    Power of Attorney
    
    
    24Section 2.7
    
    Term
    
    
    25Section 2.8
    
    Title to Partnership Assets
    
    
    26
   Section 3.1
    
    Limitation of Liability
    
    
    26Section 3.2
    
    Management of Business
    
    
    26Section 3.3
    
    Outside Activities of the Limited Partners
    
    
    26Section 3.4
    
    Rights of Limited Partners
    
    
    27
  
 Section 4.1
    
    Certificates
    
    
    28Section 4.2
    
    Mutilated, Destroyed, Lost or Stolen Certificates
    
    
    28Section 4.3
    
    Record Holders
    
    
    29Section 4.4
    
    Transfer Generally
    
    
    29Section 4.5
    
    Registration and Transfer of Limited Partner Interests
    
    
    30Section 4.6
    
    Transfer of the General Partners General Partner Interest
    
    
    31Section 4.7
    
    Transfer of Incentive Distribution Rights
    
    
    31Section 4.8
    
    Restrictions on Transfers
    
    
    32Section 4.9
    
    Citizenship Certificates; Non-citizen Assignees
    
    
    33Section 4.10
    
    Redemption of Partnership Interests of Non-citizen Assignees
    
    
    33
 
 i




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Section 5.1
    
    Organizational Contributions
    
    
    35Section 5.2
    
    Contributions by the General Partner and its Affiliates
    
    
    35Section 5.3
    
    Contributions by Initial Limited Partners
    
    
    35Section 5.4
    
    Interest and Withdrawal
    
    
    35Section 5.5
    
    Capital Accounts
    
    
    36Section 5.6
    
    Issuances of Additional Partnership Securities
    
    
    39Section 5.7
    
    Limitations on Issuance of Additional Partnership Securities
    
    
    40Section 5.8
    
    Conversion of Subordinated Units
    
    
    42Section 5.9
    
    Limited Preemptive Right
    
    
    44Section 5.10
    
    Splits and Combinations
    
    
    45Section 5.11
    
    Fully Paid and Non-Assessable Nature of Limited Partner Interests
    
    
    45Section 5.12
    
    Establishment of Class B Units
    
    
    46
   Section 6.1
    
    Allocations for Capital Account Purposes
    
    
    52Section 6.2
    
    Allocations for Tax Purposes
    
    
    60Section 6.3
    
    Requirement and Characterization of Distributions; Distributions to Record Holders
    
    
    62Section 6.4
    
    Distributions of Available Cash from Operating Surplus
    
    
    63Section 6.5
    
    Distributions of Available Cash from Capital Surplus
    
    
    64Section 6.6
    
    Adjustment of Minimum Quarterly Distribution and Target Distribution Levels
    
    
    65Section 6.7
    
    Special Provisions Relating to the Holders of Subordinated Units and Class B Units
    
    
    65Section 6.8
    
    Special Provisions Relating to the Holders of Incentive Distribution Rights
    
    
    66Section 6.9
    
    Entity-Level Taxation
    
    
    66
   Section 7.1
    
    Management
    
    
    67Section 7.2
    
    Certificate of Limited Partnership
    
    
    69Section 7.3
    
    Restrictions on the General Partners Authority
    
    
    69Section 7.4
    
    Reimbursement of the General Partner
    
    
    70Section 7.5
    
    Outside Activities
    
    
    71
 
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Section 7.6
    
    Loans from the General Partner; Loans or Contributions from the
Partnership; Contracts with Affiliates; Certain Restrictions on the
General Partner
    
    
    73Section 7.7
    
    Indemnification
    
    
    74Section 7.8
    
    Liability of Indemnitees
    
    
    76Section 7.9
    
    Resolution of Conflicts of Interest
    
    
    76Section 7.10
    
    Other Matters Concerning the General Partner
    
    
    78Section 7.11
    
    Purchase or Sale of Partnership Securities
    
    
    79Section 7.12
    
    Registration Rights of the General Partner and its Affiliates
    
    
    79Section 7.13
    
    Reliance by Third Parties
    
    
    83
   Section 8.1
    
    Records and Accounting
    
    
    83Section 8.2
    
    Fiscal Year
    
    
    83Section 8.3
    
    Reports
    
    
    83
   Section 9.1
    
    Tax Returns and Information
    
    
    84Section 9.2
    
    Tax Elections
    
    
    84Section 9.3
    
    Tax Controversies
    
    
    85Section 9.4
    
    Withholding
    
    
    85
   Section 10.1
    
    Intentionally Omitted
    
    
    85Section 10.2
    
    Admission of Substituted Limited Partner
    
    
    85Section 10.3
    
    Admission of Successor General Partner
    
    
    86Section 10.4
    
    Admission of Additional Limited Partners
    
    
    86Section 10.5
    
    Amendment of Agreement and Certificate of Limited Partnership
    
    
    87
   Section 11.1
    
    Withdrawal of the General Partner
    
    
    87Section 11.2
    
    Removal of the General Partner
    
    
    89Section 11.3
    
    Interest of Departing Partner and Successor General Partner
    
    
    89Section 11.4
    
    Termination of Subordination Period, Conversion of Subordinated
Units and Extinguishment of Cumulative Common Unit Arrearages
    
    
    91
 
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Section 11.5
    
    Withdrawal of Limited Partners
    
    
    91
   Section 12.1
    
    Dissolution
    
    
    91Section 12.2
    
    Continuation of the Business of the Partnership After Dissolution
    
    
    91Section 12.3
    
    Liquidator
    
    
    92Section 12.4
    
    Liquidation
    
    
    93Section 12.5
    
    Cancellation of Certificate of Limited Partnership
    
    
    93Section 12.6
    
    Return of Contributions
    
    
    94Section 12.7
    
    Waiver of Partition
    
    
    94Section 12.8
    
    Capital Account Restoration
    
    
    94
  
 Section 13.1
    
    Amendment to be Adopted Solely by the General Partner
    
    
    94Section 13.2
    
    Amendment Procedures
    
    
    95Section 13.3
    
    Amendment Requirements
    
    
    96Section 13.4
    
    Special Meetings
    
    
    97Section 13.5
    
    Notice of a Meeting
    
    
    97Section 13.6
    
    Record Date
    
    
    97Section 13.7
    
    Adjournment
    
    
    97Section 13.8
    
    Waiver of Notice; Approval of Meeting; Approval of Minutes
    
    
    97Section 13.9
    
    Quorum
    
    
    98Section 13.10
    
    Conduct of a Meeting
    
    
    98Section 13.11
    
    Action Without a Meeting
    
    
    99Section 13.12
    
    Voting and Other Rights
    
    
    99
   Section 14.1
    
    Authority
    
    
    100Section 14.2
    
    Procedure for Merger or Consolidation
    
    
    100Section 14.3
    
    Approval by Limited Partners of Merger or Consolidation
    
    
    101Section 14.4
    
    Certificate of Merger
    
    
    102Section 14.5
    
    Effect of Merger
    
    
    102
 
 iv




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Section 15.1
    
    Right to Acquire Limited Partner Interests
    
    
    102
   Section 16.1
    
    Addresses and Notices
    
    
    104Section 16.2
    
    Further Action
    
    
    105Section 16.3
    
    Binding Effect
    
    
    105Section 16.4
    
    Integration
    
    
    105Section 16.5
    
    Creditors
    
    
    105Section 16.6
    
    Waiver
    
    
    105Section 16.7
    
    Counterparts
    
    
    105Section 16.8
    
    Applicable Law
    
    
    105Section 16.9
    
    Invalidity of Provisions
    
    
    105Section 16.10
    
    Consent of Partners
    
    
    105
 
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THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF NATURAL RESOURCE PARTNERS L.P.
  WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE




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ARTICLE I
 DEFINITIONS
 Definitions.
 Acquisition
 Additional Book Basis
   Additional Book Basis Derivative Items
 Additional Limited Partner
 
 2




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Adena
 Adena Contribution Agreements
 Adena Group
 Adena Restricted Business
 Adjusted Capital Account
 Adjusted Operating Surplus
 
 3




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Adjusted Property
 Affiliate
 Aggregate Remaining Net Positive Adjustments
 Agreed Value
 Agreement
 Amended Partnership Agreement
 Ark Land
 Assignee
 Associate
 
 4




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Available Cash
  provided however
 Available Cash
 Book Basis Derivative Items
 Book-Down Event
 Book-Tax Disparity
 
 5




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Book-Up Event
 Business Day
 Capital Account Capital Account
 Capital Contribution
 Capital Improvement
 Capital Surplus
 Carrying Value
 Cause
 Certificate
 
 6




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Certificate of Limited Partnership
 Citizenship Certification
 Claim
 Class B Distribution Increase Date
 Class B Unit Arrearage
 Class B Units
 Cline
 Closing Date
 Closing Price
 Code
 Combined Interest
 Commission
 
 7




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Common Unit
 Common Unit Arrearage
 Conflicts Committee
 Contributed Property
 Contribution Agreement
 Conversion Approval
 Conversion Approval Date
 Conversion Effective Date
 Cumulative Class B Unit Arrearage
 Cumulative Common Unit Arrearage
 
 8




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Curative Allocation
 Current Market Price
 Delaware Act
 Departing Partner
 Depositary
 Economic Risk of Loss
 Eligible Citizen
 Event of Withdrawal
 Excess Payment
 Final Subordinated Units
 First Liquidation Target Amount
 First Target Distribution
 Foresight
 
 9




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Fully Diluted Basis
 General Partner
 General Partner Interest
 Great Northern
 Group
 Group Member
 Holder
 
 10




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Incentive Distribution Right
 Incentive Distributions
 Indemnified Persons
 Indemnitee
 Initial Common Units
 Initial Offering
 Initial Unit Price
 Interim Capital Transactions
 
 11




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Limited Partner provided however
 Limited Partner Interest provided however
 Liquidation Date
 Liquidator
 Merger Agreement
 Minimum Quarterly Distribution
 National Securities Exchange
 
 12




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Net Agreed Value
 Net Income
 Net Loss
 Net Positive Adjustments
 Net Termination Gain
 Net Termination Loss
 
 13




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New Gauley
 Non-citizen Assignee
 Nonrecourse Built-in Gain
 Nonrecourse Deductions
 Nonrecourse Liability
 Notice of Election to Purchase
 NRP Investment
 Omnibus Agreement
 Operating Company
 Operating Company Agreement
 Operating Expenditures
  
 14




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Operating Surplus
  provided however
 Operating Surplus
 Opinion of Counsel
 Option Closing Date
 Organizational Limited Partner
 Outstanding provided however
 
 15




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Over-Allotment Option
 Parity Units
 Partner Nonrecourse Debt
 Partner Nonrecourse Debt Minimum Gain
 Partner Nonrecourse Deductions
 Partners
 Partnership
 Partnership Agreement
 
 16




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Partnership Group
 Partnership Interest
 Partnership Minimum Gain
 Partnership Security
 Per Unit Capital Amount
 Percentage Interest
 Person
 Pro Rata
 Purchase Date
 Quarter
 
 17




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Recapture Income
 Record Date
 Record Holder
 Redeemable Interests
 Registration Statement
 Remaining Net Positive Adjustments
 Required Allocations
 
 18




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Residual Gain or Residual Loss
 Restated Partnership Agreement
 Restricted Business
 Restricted Business Contribution Agreement
 Second Closing
 Second Contribution Agreement
 Second Liquidation Target Amount
 Second Target Distribution
 Securities Act
 Share of Additional Book Basis Derivative Items
 
 19




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Special Approval
 Subordinated Unit
 Subordination Period
   Subsidiary
 
 20




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Substituted Limited Partner
 Surviving Business Entity
 Third Liquidation Target Amount
 Third Target Distribution
 Trading Day
 Transfer
 Transfer Agent
 Transfer Application
 Underwriter
 Underwriting Agreement
 Unit
 
 21




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Unit Majority
 Unitholders
 Unpaid MQD
 Unrealized Gain
 Unrealized Loss
 Unrecovered Capital
 U.S. GAAP
 Western Pocahontas
 Withdrawal Opinion of Counsel
 Working Capital Borrowings
 Construction.
 
 22




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ARTICLE II
 ORGANIZATION
 Formation.
 Name.
 Registered Office; Registered Agent; Principal Office; Other Offices.
 Purpose and Business.
 
 23




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provided however
 Powers.
 Power of Attorney.
   
 24




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Term.
 
 25




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Title to Partnership Assets. provided however
 ARTICLE III
 RIGHTS OF LIMITED PARTNERS
 Limitation of Liability.
 Management of Business.
 Outside Activities of the Limited Partners.
 
 26




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Rights of Limited Partners.
         
 27




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ARTICLE IV
 CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;
REDEMPTION OF PARTNERSHIP INTERESTS
 Certificates. provided however
 Mutilated, Destroyed, Lost or Stolen Certificates.
      
 28




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Record Holders.
 Transfer Generally.
   
 29




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Registration and Transfer of Limited Partner Interests.
      
 30




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Transfer of the General Partners General Partner Interest.
    Transfer of Incentive Distribution Rights.
 
 31




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Restrictions on Transfers.
  provided however
   
 32




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Citizenship Certificates; Non-citizen Assignees.
     Redemption of Partnership Interests of Non-citizen Assignees.
  
 33




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34




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ARTICLE V
 CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
 Organizational Contributions.
 Contributions by the General Partner and its Affiliates.
   Contributions by Initial Limited Partners.
 Interest and Withdrawal.
 
 35




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Capital Accounts.
      
 36




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provided however
    
 37




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provided however
  
 38




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Issuances of Additional Partnership Securities.
    
 39




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Limitations on Issuance of Additional Partnership Securities.
      
 40




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41




---



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Conversion of Subordinated Units.
   
 42




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43




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##### 



provided however
 provided however
    Limited Preemptive Right.
 
 44




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Splits and Combinations.
     Fully Paid and Non-Assessable Nature of Limited Partner Interests.
 
 45




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Establishment of Class B Units.
 General
 Rights of Class B Units
 Allocations
 Distributions of Available Cash from Operating Surplus During Subordination
Period
   Distributions of Available Cash from Operating Surplus After Subordination
Period
  
 46




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Allocation of Net Termination Gain to Class B Unitholders
   Allocation of Net Termination Loss to Class B Unitholders
 Elimination of Cumulative Class B Unit Arrearages Upon Conversion
 Voting Rights
 
 47




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Certificates
 Registrar and Transfer Agent
 Conversion
 Automatic Provisions th th
 Rights of Class B Units
 
 48




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Allocations
 Distributions of Available Cash from Operating Surplus During Subordination
Period
   Distributions of Available Cash from Operating Surplus After Subordination
Period
   Allocation of Net Termination Gain to Class B Unitholders
 
 49




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Allocation of Net Termination Loss to Class B Unitholders
 Elimination of Cumulative Class B Unit Arrearages Upon Conversion; Excess
Payments
  
 50




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Surrender of Certificates
 Change in Rules of National Securities Exchange
 
 51




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ARTICLE VI
 ALLOCATIONS AND DISTRIBUTIONS
 Allocations for Capital Account Purposes.
 Net Income
    Net Losses
  
 52




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##### 



Net Termination Gains and Losses provided however
     
 53




---



##### 



54




---



##### 



Special Allocations
 Partnership Minimum Gain Chargeback
 Chargeback of Partner Nonrecourse Debt Minimum Gain
 Priority Allocations
 
 55




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Qualified Income Offset
 Gross Income Allocations
 
 56




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Nonrecourse Deductions
 Partner Nonrecourse Deductions
 Nonrecourse Liabilities
 Code Section 754 Adjustments
 Economic Uniformity
  
 57




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Curative Allocation
  
 58




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Corrective Allocations
   
 59




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Allocations for Tax Purposes.
       
 60




---



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provided however
 provided however
 
 61




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Requirement and Characterization of Distributions; Distributions to Record
Holders.
     
 62




---



##### 



Distributions of Available Cash from Operating Surplus.
         provided, however
 
 63




---



##### 



provided, however
 Distributions of Available Cash from Capital Surplus.
 
 64




---



##### 



Adjustment of Minimum Quarterly Distribution and Target Distribution Levels.
   Special Provisions Relating to the Holders of Subordinated Units and Class B
Units.
 provided however provided however
 
 65




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##### 



provided however
 provided however
 Special Provisions Relating to the Holders of Incentive Distribution Rights.
 Entity-Level Taxation.
 
 66




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ARTICLE VII
 MANAGEMENT AND OPERATION OF BUSINESS
 Management.
      
 67




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##### 



68




---



##### 



Certificate of Limited Partnership.
 Restrictions on the General Partners Authority.
  
 69




---



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Reimbursement of the General Partner.
    
 70




---



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Outside Activities.
   
 71




---



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72




---



##### 



Loans from the General Partner; Loans or Contributions from the Partnership;
Contracts with Affiliates; Certain Restrictions on the General Partner.
 provided however
 provided however
 provided however
   
 73




---



##### 



provided however
   Indemnification.
  
 74




---



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75




---



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Liability of Indemnitees.
     Resolution of Conflicts of Interest.
  
 76




---



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77




---



##### 



Other Matters Concerning the General Partner.
    
 78




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Purchase or Sale of Partnership Securities.
 Registration Rights of the General Partner and its Affiliates.
 provided however
 
 79




---



##### 



provided however
 provided however
 
 80




---



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provided however
   
 81




---



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provided however
 provided however
   
 82




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Reliance by Third Parties.
 ARTICLE VIII
 BOOKS, RECORDS, ACCOUNTING AND REPORTS
 Records and Accounting.
 Fiscal Year.
 Reports.
  
 83




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ARTICLE IX
 TAX MATTERS
 Tax Returns and Information.
 Tax Elections.
    
 84




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##### 



Tax Controversies.
 Withholding.
 ARTICLE X
 ADMISSION OF PARTNERS
 Intentionally Omitted.
 Admission of Substituted Limited Partner.
 
 85




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Admission of Successor General Partner. provided however
 Admission of Additional Limited Partners.
     
 86




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Amendment of Agreement and Certificate of Limited Partnership.
 ARTICLE XI
 WITHDRAWAL OR REMOVAL OF PARTNERS
 Withdrawal of the General Partner.
        
 87




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88




---



##### 



Removal of the General Partner.
 Interest of Departing Partner and Successor General Partner.
   
 89




---



##### 



90




---



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Termination of Subordination Period, Conversion of Subordinated Units and
Extinguishment of Cumulative Common Unit Arrearages.
 Withdrawal of Limited Partners. provided however
 ARTICLE XII
 DISSOLUTION AND LIQUIDATION
 Dissolution.
     Continuation of the Business of the Partnership After Dissolution.
 
 91




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##### 



Liquidator.
 
 92




---



##### 



Liquidation.
    Cancellation of Certificate of Limited Partnership.
 
 93




---



##### 



Return of Contributions.
 Waiver of Partition.
 Capital Account Restoration.
 ARTICLE XIII
 AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE
 Amendment to be Adopted Solely by the General Partner.
     
 94




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##### 



Amendment Procedures.
 
 95




---



##### 



Amendment Requirements.
      
 96




---



##### 



Special Meetings.
 Notice of a Meeting.
 Record Date.
 Adjournment.
 Waiver of Notice; Approval of Meeting; Approval of Minutes.
 
 97




---



##### 



Quorum.
 Conduct of a Meeting.
 
 98




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Action Without a Meeting.
 Voting and Other Rights.
   
 99




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ARTICLE XIV
 MERGER
 Authority.
 Procedure for Merger or Consolidation.
      
 100




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##### 



Approval by Limited Partners of Merger or Consolidation.
     
 101




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##### 



Certificate of Merger.
 Effect of Merger.
       ARTICLE XV
 RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS
 Right to Acquire Limited Partner Interests.
  
 102




---



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103




---



##### 



ARTICLE XVI
 GENERAL PROVISIONS
 Addresses and Notices.
 
 104




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##### 



Further Action.
 Binding Effect.
 Integration.
 Creditors.
 Waiver.
 Counterparts.
 Applicable Law.
 Invalidity of Provisions.
 Consent of Partners.
 
 105




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106




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IN WITNESS WHEREOF,
 GENERAL PARTNER:NRP (GP) LPBy:
    
    GP Natural Resource Partners LLC,its general partnerBy:
    
    /s/ Corbin J. Robertson, Jr.Corbin J. Robertson, Jr.Chairman and Chief Executive Officer




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EXHIBIT A
to the Second Amended and
Restated Agreement of Limited Partnership of
Natural Resource Partners L.P.
Certificate Evidencing Common Units
Representing Limited Partner Interests in
Natural Resource Partners L.P.
 No.
    
    Common Units
 Partnership Agreement Partnership  Holder Common
Units




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##### 



Dated:
    
    Natural Resource Partners L.P.Countersigned and Registered by:
    
    By: NRP (GP) LP, its General PartnerBy:
    
    GP Natural Resource Partners LLC, its General
Partner
 By:as Transfer Agent and Registrar
    
    Name:By:
    
    
    
    By:Authorized Signature
    
    
    
    Secretary




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[Reverse of Certificate]
 ABBREVIATIONS
  TEN COM -
    
    as tenants in common
    
    UNIF GIFT/TRANSFERS MIN ACTTEN ENT -
    
    as tenants by the entireties
    
    Custodian(Cust)                     (Minor)JT TEN -
    
    as joint tenants with right of
survivorship and not as
tenants in common
    
    under Uniform Gifts/Transfers to CD
Minors Act (State)
  ASSIGNMENT OF COMMON UNITS
in
NATURAL RESOURCE PARTNERS L.P.
IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES
DUE TO TAX SHELTER STATUS OF
 NATURAL RESOURCE PARTNERS L.P.




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(Please print or typewrite name
and address of Assignee)
    
    (Please insert Social Security or other
identifying number of Assignee)
 
 Date:
    
    NOTE:
    
    The signature to any
endorsement hereon must
correspond with the name as
written upon the face of this
Certificate in every
particular, without
alteration, enlargement or
change.
 SIGNATURE(S) MUST BE
GUARANTEED BY A MEMBER FIRM OF
THE NATIONAL ASSOCIATION OF
SECURITIES DEALERS, INC. OR BY
A COMMERCIAL BANK OR TRUST
COMPANY SIGNATURE(S)
GUARANTEED
    
    (Signature)(Signature)




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APPLICATION FOR TRANSFER OF COMMON UNITS
 Assignee
 Partnership Partnership Agreement
 
 Social Security or other identifying number
    
    Signature of AssigneePurchase Price including commissions, if any
    
    Name and Address of Assignee
  o
    
    Individual
    
    o
    
    Partnership
    
    o
    
    Corporationo
    
    Trust
    
    o
    
    Other (specify)
  o U.S. Citizen, Resident or Domestic Entityo Foreign Corporation
    
    o
    
    Non-resident Alien
  Code




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1.
    
    I am not a non-resident alien for purposes of U.S. income taxation.2.
    
    My U.S. taxpayer identification number (Social Security Number) is .3.
    
    My home address is .
  1.
    
    is not a foreign corporation, foreign partnership, foreign
trust (Name of Interestholder) or foreign estate (as those terms are defined in the
Code and Treasury Regulations).2.
    
    The interestholders U.S. employer identification number is .3.
    
    The interestholders office address and place of incorporation (if applicable)
is .




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