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Exhibit 10.4
 Natural Resource Partners
Long-Term Incentive Plan
 Phantom Unit with DERs Agreement
 AGREEMENT
  1.
    
    Grant of Phantom Units with DERs.
 (a)
    
    General. The Company hereby grants to Employee
___ Phantom Units
pursuant to the Plan. This grant of Phantom Units also includes a grant of tandem DERs
with respect to each Phantom Unit. The Company shall establish a DER bookkeeping
account with respect to each Phantom Unit (DER Account) that shall be credited with
an amount equal to any cash distributions made by the Partnership on a Unit during the
period such tandem Phantom Unit is outstanding. This grant is subject to the terms and
conditions of the Plan, which is incorporated herein by reference as a part of this
Agreement. A copy of the Plan is attached hereto. In the event of any conflict
between the terms of this Agreement and the Plan, the Plan shall control. Capitalized
terms used in this Agreement but not defined herein shall have the meanings ascribed to
such terms in the Plan, unless the context requires otherwise.(b)
    
    Vesting. Except as otherwise provided in Paragraph 2 hereof, all
Phantom Units and DERs granted hereunder shall vest in accordance with Schedule
A hereto.
 2.
    
    Events Occurring Prior to Vesting.
 (a)
    
    Death or Disability. If, prior to vesting, Employee ceases to be an
employee of the Company and its Affiliates as a result of death or disability (within
the Companys policy or determination thereof), all unvested Phantom Units and DERs
granted hereunder then held by Employee will automatically become fully vested upon
such termination.(b)
    
    Other Terminations. If Employee terminates from the Company and its
Affiliates for any reason other than death or disability as provided in (a) above, all
unvested Phantom Units and DERs granted hereunder then held by Employee shall be
automatically forfeited upon such termination.




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(c)
    
    Change in Control. Notwithstanding any other provision hereof,
immediately prior to the occurrence of a Change in Control all Phantom Units and DERs
granted hereunder then held by Employee shall become fully vested.
 3.
    
    Payment. As soon as administratively practicable and not later than 30 days after
the vesting of a Phantom Unit and its tandem DER, Employee shall receive from the Company, in
cancellation of such Phantom Unit and DER, a cash payment equal to the sum of (i) the Fair
Market Value of a Unit on the payment date and (ii) the amount of cash then credited to the
DER Account with respect to such Phantom Unit.
 4.
    
    Limitations Upon Transfer. All rights under this Agreement shall belong to Employee
and may not be transferred, assigned, pledged, or hypothecated in any way (whether by
operation of law or otherwise), other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order (as defined by the Internal Revenue Code of
1986, as amended), and shall not be subject to execution, attachment, or similar process.
Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights
contrary to the provisions in this Agreement, or the Plan, or upon the levy of any attachment
or similar process upon such rights, such rights shall immediately become null and void.
 5.
    
    Withholding of Tax. To the extent that the grant, vesting or payment of a vested
Phantom Unit or DER results in the receipt of compensation by Employee with respect to which
the Company or Affiliate has a withholding obligation, the Company or Affiliate shall withhold
such amount from any payment otherwise due under this Agreement.
 6.
    
    Binding Effect. This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company or upon any person lawfully claiming under Employee.
 7.
    
    Modification. Except to the extent permitted by the Plan, any modification of this
Agreement will be effective only if it is in writing and signed by each party whose rights
hereunder are affected thereby.
 8.
    
    Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without regard to conflicts of laws principles
thereof.
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IN WITNESS WHEREOF
 GP NATURAL RESOURCE PARTNERS LLCBy:Name: Corbin J. Robertson, Jr.Title: Chairman and Chief Executive OfficerEMPLOYEE
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Schedule A
 Units Granted
    
    Vesting Date
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