##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 
  Form 10-K/A
 
      þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2009
    oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file
    number: 1-31465
 NATURAL RESOURCE PARTNERS
    L.P.
 (Exact name of registrant as
    specified in its charter)
  Delaware

35-2164875(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Number)601 Jefferson, Suite 3600
    Houston, Texas

77002(Zip Code)(Address of principal executive
    offices)   (713) 751-7507
 (Registrants Telephone Number, Including Area Code)
 Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name Of Each Exchange On Which RegisteredCommon Units representing limited partnership interests

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None.
  þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2) o þ
   
   
  DOCUMENTS
    INCORPORATED BY REFERENCE.
    None.




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EXPLANATORY
    NOTE
 
 
  Form 10-K/A Form 10-K Form 10-K/A
 
 
  Form 10-K/A Form 10-K/A. Form 10-K/A Form 10-K/A
 
 
  Form 10-K/A




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##### 



Table of
    Contents
   
 Item



PagePART I1.

Business


21A.

Risk Factors


121B.

Unresolved Staff Comments


222.

Properties


233.

Legal Proceedings


304.

Submission of Matters to a Vote of Security
    Holders


30PART II5.

Market for Registrants Common Equity,
    Related Unitholder Matters and Issuer Purchases of Equity
    Securities


316.

Selected Financial Data


337.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


347A.

Quantitative and Qualitative Disclosures About
    Market Risk


488.

Financial Statements and Supplementary Data


499.

Changes In and Disagreements with Accountants on
    Accounting and Financial Disclosure


699A.

Controls and Procedures


699B.

Other Information


70PART III10.

Directors and Executive Officers of the General
    Partner and Corporate Governance


7111.

Executive Compensation


7712.

Security Ownership of Certain Beneficial Owners
    and Management and Related Unitholder Matters


8513.

Certain Relationships and Related Transactions,
    and Director Independence


8614.

Principal Accounting Fees and Services


93PART IV15.

Exhibits, Financial Statement Schedules


96EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1




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Forward-Looking
    Statements
  Form 10-K
       1




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##### Table of Contents



PART I  Item 1.
    Business      Partnership
    Structure and Management
        (304) 522-5757. (713) 751-7507.
  Coal
    Royalty Business
  10-year
 2




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##### Table of Contents



Acquisitions
    Coal
    Royalty Revenues, Reserves and Production
    Average Coal RoyaltyCoal Royalty Revenues


Revenue per Tonfor the Years Ended


for the Years EndedDecember 31,


December 31,2009


2008


2007


2009


2008


2007(In thousands)


($ per ton)AreaAppalachiaNorthern

$
14,959


$
17,074


$
16,664


$
3.03


$
2.94


$
2.29Central


132,543



156,109



117,820



4.73



4.34



3.29Southern


19,382



19,839



17,832



6.00



4.64



3.87Total Appalachia


166,884



193,022



152,316



4.61



4.19



3.19Illinois Basin


22,019



21,695



7,963



3.31



2.61



2.15Northern Powder River Basin


7,718



11,533



11,064



1.94



1.85



1.90Total

$
196,621


$
226,250


$
171,343


$
4.20


$
3.74


$
2.99  3




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Production
    and Reserves
  Production for the Year Ended


Proven and Probable Reserves atDecember 31,


December 31, 20092009


2008


2007


Underground


Surface


Total(Tons in thousands)AreaAppalachiaNorthern


4,943



5,799



7,270



503,086



6,642



509,728Central


28,032



35,967



35,835



1,048,426



147,086



1,195,512Southern


3,233



4,273



4,603



100,483



25,776



126,259Total Appalachia


36,208



46,039



47,708



1,651,995



179,504



1,831,499Illinois Basin


6,656



8,313



3,709



188,639



15,123



203,762Northern Powder River Basin


3,984



6,218



5,815







109,306



109,306Total


46,848



60,570



57,232



1,840,634



303,933



2,144,567   Form 10-K
    Sulfur
    Content, Typical Quality and Type of Coal
  Sulfur ContentLow


Medium


High





Typical QualityCompliance


(less than


(1.0% to


(greater





Heat Content


Sulfur


Type of CoalArea

Coal(1)


1.0%)


1.5%)


than 1.5%)


Total


(Btu per pound)


(%)


Steam


Metallurgical(2)(Tons in thousands)


(Tons in thousands)AppalachiaNorthern


42,873



51,452



23,929



434,347



509,728



12,875



2.72



500,166



9,562Central


620,936



900,054



263,359



32,099



1,195,512



13,440



0.89



786,826



408,686Southern


87,572



93,910



28,531



3,818



126,259



13,500



0.82



81,638



44,621Total Appalachia


751,381



1,045,416



315,819



470,264



1,831,499











1,368,630



462,869Illinois Basin










3,314



200,448



203,762



11,550



2.86



203,762



Northern Powder River Basin






109,306











109,306



8,800



0.65



109,306



Total


751,381



1,154,722



319,133



670,712



2,144,567











1,681,698



462,869  4




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(1)
    
    Compliance coal meets the sulfur dioxide emission standards
    imposed by Phase II of the Clean Air Act without blending
    with other coals or using sulfur dioxide reduction technologies.
    Compliance coal is a subset of low sulfur coal and is,
    therefore, also reported within the amounts for low sulfur coal.(2)
    
    For purposes of this table, we have defined metallurgical coal
    reserves as reserves located in those seams that historically
    have been of sufficient quality and characteristics to be able
    to be used in the steel making process. Some of the reserves in
    the metallurgical category can also be used as steam coal.    
    future coal prices, mining economics, capital expenditures,
    severance and excise taxes, and development and reclamation
    costs;
    future mining technology improvements;
    the effects of regulation by governmental agencies; and
    geologic and mining conditions, which may not be fully
    identified by available exploration data and may differ from our
    experiences in other areas of our reserves.    Coal
    Transportation and Processing Revenues
      Aggregates
    Royalty Revenues, Reserves and Production
   5




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mid-2010.
  Oil and
    Gas Properties
    Significant
    Customers
    Competition
    Regulation
    and Environmental Matters
  General.
     6




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Air Emissions.
  cap-and-trade North
    Carolina v. EPA ,
    No. 05-1244
  State of New
    Jersey v. EPA No. 05-1097 cap-and-trade
   7




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Carbon Dioxide and Greenhouse Gas
    Emissions. -
    cap-and-trade
 8




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Surface Mining Control and Reclamation Act of
    1977.
  Hazardous Materials and Waste.
    Water Discharges.
  Ohio Valley Environmental
    Coalition v. Bulen
 9




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Ohio Valley Environmental Coalition v. Strock
  Kentucky Waterways Alliance,
    Inc. v. United States Army Corps of Engineers, No. 3:07-cv-00677
     10




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The West Virginia Highlands Conservancy,
    Plaintiff, v. Dirk Kempthorne, Secretary of the Department
    of the Interior, et al., Defendants, and the West Virginia Coal
    Association, Intervenor/Defendan No. 2:00-cv-1062 West
    Virginia Highlands Conservancy v. Huffman, No. 1:07-cv-87
        Mine Health and Safety Laws.
     11




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Mining Permits and Approvals.
    Employees
    and Labor Relations
    Segment
    Information
    Website
    Access to Company Reports
  www.nrplp.com Form 10-K, Form 10-Q, Form 8-K
  Item 1A.
    Risk
    Factors  Risks
    Related to our Business
  A
    substantial or extended decline in coal prices could reduce our
    coal royalty revenues and the value of our
    reserves.
    
    the supply of and demand for domestic and foreign coal;
    domestic and foreign governmental regulations and taxes; 12




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
    the price and availability of alternative fuels;
    the proximity to and capacity of transportation facilities;
    weather conditions; and
    the effect of worldwide energy conservation measures.    Any
    decrease in the demand for metallurgical coal could result in
    lower coal production by our lessees, which would reduce our
    coal royalty revenues.
    The
    adoption of climate change legislation or regulations
    restricting emissions of greenhouse gases could
    result in increased operating costs for our lessees and reduced
    demand for our coal.
    cap-and-trade
   13




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and/or
    In
    addition to the climate change legislation, our lessees are
    subject to numerous other federal, state and local laws and
    regulations that may limit their ability to produce and sell
    minerals from our properties.
      We may
    not be able to expand and our business will be adversely
    affected if we are unable to replace or increase our reserves,
    obtain other mineral reserves through acquisitions or
    effectively integrate new assets into our existing
    business.
      We may
    not be able to obtain long-term financing on acceptable terms,
    which would limit our ability to make acquisitions and pay
    distributions to our unitholders.
   14




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Some
    of our lessees may be adversely impacted by the instability of
    the credit markets.
    Our
    lessees mining operations are subject to operating risks
    that could result in lower royalty revenues to us.
    
    the inability to acquire necessary permits or mining or surface
    rights;
    changes or variations in geologic conditions, such as the
    thickness of the mineral deposits and, in the case of coal, the
    amount of rock embedded in or overlying the coal deposit;
    the price of natural gas, which is a competing fuel in the
    generation of electricity;
    changes in governmental regulation of the coal industry or the
    electric utility industry;
    mining and processing equipment failures and unexpected
    maintenance problems;
    interruptions due to transportation delays;
    adverse weather and natural disasters, such as heavy rains and
    flooding;
    labor-related interruptions; and
    fires and explosions.      If our
    lessees do not manage their operations well, their production
    volumes and our royalty revenues could decrease.
    
    marketing of the minerals mined;
    mine plans, including the amount to be mined and the method of
    mining;
    processing and blending minerals;
    expansion plans and capital expenditures; 15




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
    credit risk of their customers;
    permitting;
    insurance and surety bonding;
    acquisition of surface rights and other mineral estates;
    employee wages;
    transportation arrangements;
    compliance with applicable laws, including environmental
    laws; and
    mine closure and reclamation.    Fluctuations
    in transportation costs and the availability or reliability of
    transportation could reduce the production of minerals mined
    from our properties.
      Lessees
    could satisfy obligations to their customers with minerals from
    properties other than ours, depriving us of the ability to
    receive amounts in excess of minimum royalty
    payments.
    Our
    growing coal infrastructure business exposes us to risks that we
    do not experience in the royalty business.
  sub-contracted
 16




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Our
    reserve estimates depend on many assumptions that may be
    inaccurate, which could materially adversely affect the
    quantities and value of our reserves.
    
    future prices, operating costs, capital expenditures, severance
    and excise taxes, and development and reclamation costs;
    future mining technology improvements;
    the effects of regulation by governmental agencies; and
    geologic and mining conditions, which may not be fully
    identified by available exploration data and may differ from our
    experiences in areas where our lessees currently mine.    A
    lessee may incorrectly report royalty revenues, which might not
    be identified by our lessee audit process or our mine inspection
    process or, if identified, might be identified in a subsequent
    period.
    Risks
    Inherent in an Investment in Natural Resource Partners
    L.P.
  Cash
    distributions are not guaranteed and may fluctuate with our
    performance and the establishment of financial
    reserves.
    Cost
    reimbursements due to our general partner may be substantial and
    will reduce our cash available for distribution to
    unitholders.
    Unitholders
    may not be able to remove our general partner even if they wish
    to do so.
     17




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2 3
    
    generally, if a person acquires 20% or more of any class of
    units then outstanding other than from our general partner or
    its affiliates, the units owned by such person cannot be voted
    on any matter; and
    limitations upon the ability of unitholders to call meetings or
    to acquire information about our operations, as well as other
    limitations upon the unitholders ability to influence the
    manner or direction of management.    We may
    issue additional common units without unitholder approval, which
    would dilute a unitholders existing ownership
    interests.
    
    an existing unitholders proportionate ownership interest
    in NRP will decrease;
    the amount of cash available for distribution on each unit may
    decrease;
    the relative voting strength of each previously outstanding unit
    may be diminished; and
    the market price of the common units may decline.  Our
    general partner has a limited call right that may require
    unitholders to sell their units at an undesirable time or
    price.
    Unitholders
    may not have limited liability if a court finds that unitholder
    actions constitute control of our business.
  Section 17-607
  Conflicts
    of interest could arise among our general partner and us or the
    unitholders.
    
    we do not have any employees and we rely solely on employees of
    affiliates of the general partner; 18




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
    under our partnership agreement, we reimburse the general
    partner for the costs of managing and for operating the
    partnership;
    the amount of cash expenditures, borrowings and reserves in any
    quarter may affect cash available to pay quarterly distributions
    to unitholders;
    the general partner tries to avoid being liable for partnership
    obligations. The general partner is permitted to protect its
    assets in this manner by our partnership agreement. Under our
    partnership agreement the general partner would not breach its
    fiduciary duty by avoiding liability for partnership obligations
    even if we can obtain more favorable terms without limiting the
    general partners liability;
    under our partnership agreement, the general partner may pay its
    affiliates for any services rendered on terms fair and
    reasonable to us. The general partner may also enter into
    additional contracts with any of its affiliates on behalf of us.
    Agreements or contracts between us and our general partner (and
    its affiliates) are not necessarily the result of arms length
    negotiations; and
    the general partner would not breach our partnership agreement
    by exercising its call rights to purchase limited partnership
    interests or by assigning its call rights to one of its
    affiliates or to us.  The
    control of our general partner may be transferred to a third
    party without unitholder consent. A change of control may result
    in defaults under certain of our debt instruments and the
    triggering of payment obligations under compensation
    arrangements.
    and/or
  Tax Risks
    to Common Unitholders
  Our
    tax treatment depends on our status as a partnership for federal
    income tax purposes as well as our not being subject to a
    material amount of entity-level taxation by individual states.
    If the IRS were to treat us as a corporation for federal income
    tax purposes or we were to become subject to additional amounts
    of entity-level taxation for state tax purposes, then our cash
    available for distribution to you would be substantially
    reduced.
       19




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If the
    IRS contests the federal income tax positions we take, the
    market for our common units may be adversely impacted and the
    cost of any IRS contest will reduce our cash available for
    distribution to you.
    You
    will be required to pay taxes on your share of our income even
    if you do not receive any cash distributions from
    us.
    Tax
    gain or loss on the disposition of our common units could be
    more or less than expected.
    Tax-exempt
    entities and
    non-U.S.
    persons face unique tax issues from owning our common units that
    may result in adverse tax consequences to them.
  non-U.S. persons non-U.S. persons non-U.S. persons
 20




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non-U.S. person,
  We
    will treat each purchaser of common units as having the same tax
    benefits without regard to the actual common units purchased.
    The IRS may challenge this treatment, which could adversely
    affect the value of the common units.
    We
    prorate our items of income, gain, loss and deduction between
    transferors and transferees of our units each month based upon
    the ownership of our units on the first day of each month,
    instead of on the basis of the date a particular unit is
    transferred. The IRS may challenge this treatment, which could
    change the allocation of items of income, gain, loss and
    deduction among our unitholders.
    A
    unitholder whose units are loaned to a short seller
    to cover a short sale of units may be considered as having
    disposed of those units. If so, he would no longer be treated
    for tax purposes as a partner with respect to those units during
    the period of the loan and may recognize gain or loss from the
    disposition.
    We
    will adopt certain valuation methodologies that may result in a
    shift of income, gain, loss and deduction between the general
    partner and the unitholders. The IRS may challenge this
    treatment, which could adversely affect the value of the common
    units.
   21




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The
    sale or exchange of 50% or more of our capital and profits
    interests during any twelve-month period will result in the
    termination of our partnership for federal income tax
    purposes.
    Certain
    federal income tax preferences currently available with respect
    to coal exploration and development may be eliminated as a
    result of future legislation.
  60-month
  As a
    result of investing in our common units, you may become subject
    to state and local taxes and return filing requirements in
    jurisdictions where we operate or own or acquire
    property.
    Item 1B.
    Unresolved
    Staff Comments   22




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Item 2.
    Properties   Major
    Coal Properties
    Northern
    Appalachia
  Beaver Creek.
  Gatling WV.
  AFG-Southwest PA.
  Gatling OH.
    23




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Central
    Appalachia
  VICC/Alpha.
  Lynch.
 24




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D.D. Shepard.
  Dingess-Rum.
  VICC/Kentucky Land.
  Lone Mountain.
  Pardee.
   25




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Southern
    Appalachia
  BLC Properties.
  Oak Grove.
 26




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Illinois
    Basin
  Williamson Development.
  Sato.
  Macoupin.
 27




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Northern
    Powder River Basin
  Western Energy. four-unit
    28




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Title to
    Property
  rights-of-way,
   29




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Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   30




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PART II  Item 5.
    Market
    for Registrants Common Units, Related Unitholder Matters
    and Issuer Purchases of Equity Securities      Cash Distribution HistoryPrice Range


Per


Record


PaymentHigh


Low


Unit


Date


Date2008First Quarter

$
33.99


$
24.61


$
0.4950



05/01/2008



05/14/2008Second Quarter

$
41.65


$
28.42


$
0.5150



08/01/2008



08/14/2008Third Quarter

$
41.20


$
22.75


$
0.5250



11/03/2008



11/14/2008Fourth Quarter

$
25.99


$
12.66


$
0.5350



02/05/2009



02/13/20092009First Quarter

$
25.00


$
17.59


$
0.5400



05/04/2009



05/14/2009Second Quarter

$
25.47


$
20.51


$
0.5400



08/05/2009



08/14/2009Third Quarter

$
23.60


$
17.00


$
0.5400



11/05/2009



11/13/2009Fourth Quarter

$
24.81


$
19.50


$
0.5400



02/05/2010



02/12/2010     Percentage
    Allocations of Available Cash from Operating Surplus
  Total Quarterly

Marginal Percentage Interest inDistribution Target

Distributions PaidAmount

Unitholders


General Partner


Holders of IDRsMinimum Quarterly Distribution

$0.25625


98
%


2
%


First Target Distribution

$0.25625 up to $0.28125


98
%


2
%


Second Target Distribution

above $0.28125 up to $0.33125


85
%


2
%


13
%Third Target Distribution

above $0.33125 up to $0.38125


75
%


2
%


23
%Thereafter

above $0.38125


50
%


2
%


48
%  31




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##### Table of Contents



Cash
    Distributions to Partners
  General


Limited





TotalPartner


Partners


IDRs


Distributions(In thousands)2007Distributions

$
2,939


$
118,858


$
25,236


$
147,0332008Distributions


3,426



131,080



36,801



171,3072009Distributions


3,762



144,766



39,607



188,135      32




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Item 6.
    Selected
    Financial Data    NATURAL
    RESOURCE PARTNERS L.P.
  For the Years Ended December 31,2009


2008


2007


2006


2005(In thousands, except per unit and per ton data)Income Statement Data:Revenues:Coal royalties and related revenues

$
207,138


$
238,834


$
177,088


$
150,791


$
145,990Coal processing and transportation


20,190



20,437



8,808



1,452



Aggregate royalties


5,580



9,119



7,434



538



Oil and gas royalties


7,520



7,902



4,930



4,220



3,180Property taxes


11,636



9,800



10,285



5,971



6,516Other


4,020



5,573



6,440



7,701



3,367Total revenues


256,084



291,665



214,985



170,673



159,053Expenses:Depreciation, depletion and amortization


60,012



64,254



51,391



29,695



33,730General and administrative


23,102



13,922



20,048



15,520



12,319Property, franchise and other taxes


14,996



13,558



13,613



8,122



8,142Other


3,999



2,924



1,634



1,560



3,392Total expenses


102,109



94,658



86,686



54,897



57,583Income from operations


153,975



197,007



128,299



115,776



101,470Other, net


(39,895
)


(27,001
)


(25,800
)


(13,686
)


(9,631
)Net income

$
114,080


$
170,006


$
102,499


$
102,090


$
91,839Balance Sheet Data (at period end):Land, equipment, coal and other mineral rights, net

$
1,405,083


$
1,174,067


$
1,222,094


$
845,531


$
610,506Total assets


1,523,590



1,301,340



1,320,031



939,493



684,996Long-term debt


626,587



478,822



496,057



454,291



221,950Partners capital


765,226



743,341



744,591



435,687



425,908Other Data:Royalty coal tons produced by lessees


46,848



60,570



57,232



52,092



53,606Average gross coal royalty revenue per ton

$
4.20


$
3.74


$
2.99


$
2.84


$
2.65Aggregate tons produced by lessee


3,269



4,791



5,698



412



Average gross aggregate royalty revenue per ton

$
1.30


$
1.31


$
1.19


$
1.11



Basic and diluted net income per limited partner unit

$
1.17


$
1.95


$
1.11


$
1.60


$
1.71Weighted average number of units outstanding


67,702



64,891



64,505



50,682



50,682Distributions per limited partner unit

$
2.16


$
2.07


$
1.88


$
1.67


$
1.45  33




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion of the financial condition and
    results of operations should be read in conjunction with the
    historical financial statements and notes thereto included
    elsewhere in this filing. For more detailed information
    regarding the basis of presentation for the following financial
    information, see the Notes to the Consolidated Financial
    Statements.
  Executive
    Overview
  Our
    Business
          Our
    Current Liquidity Position
       34




---



##### Table of Contents



and/or
  Current
    Results
        Political,
    Legal and Regulatory Environment
        Massachusetts v. EPA Massachusetts v. EPA
 35




---



##### Table of Contents



Massachusetts v. EPA
  cap-and-trade
    Distributable
    Cash Flow
      Reconciliation
    of GAAP Net cash provided by operating
    activities
 to Non-GAAP Distributable cash flow
  For the Years Ended December 31,2009


2008


2007Net cash provided by operating activities

$
210,669


$
229,956


$
168,153Less scheduled principal payments


(17,235
)


(17,234
)


(9,350
)Less reserves for future principal payments


(32,235
)


(17,235
)


(13,388
)Add reserves used for scheduled principal payments


17,235



17,234



9,400Distributable cash flow

$
178,434


$
212,721


$
154,815  36




---



##### Table of Contents



Recent
    Acquisitions
    AzConAgg.
  Colt.
  Blue Star.
  Gatling Ohio.
  Massey.
  Macoupin.
  Coal Properties.
  Mid-Vol Coal Preparation Plant.
  Licking River Preparation Plant.
  Critical
    Accounting Policies
  Coal and Aggregate Royalties.
  Coal Processing and Transportation Fees.
 37




---



##### Table of Contents



Oil and Gas Royalties.
  Minimum Royalties.
  Depreciation and Depletion. units-of-production
  Asset Impairment.
  Share-Based Payments.
  Recent
    Accounting Pronouncements
       38




---



##### Table of Contents



39




---



##### Table of Contents



Results
    of Operations
  Summary
    of 2009 and 2008 Royalties and Production
  For the Years EndedDecember 31,


Increase


Percentage2009


2008


(Decrease)


Change(In thousands, except percent and per ton data)Coal royaltiesAppalachiaNorthern

$
14,959


$
17,074


$
(2,115
)


(12
)%Central


132,543



156,109



(23,566
)


(15
)%Southern


19,382



19,839



(457
)


(2
)%Total Appalachia


166,884



193,022



(26,138
)


(14
)%Illinois Basin


22,019



21,695



324



1
%Northern Powder River Basin


7,718



11,533



(3,815
)


(33
)%Total

$
196,621


$
226,250


$
(29,629
)


(13
)%Production (tons)AppalachiaNorthern


4,943



5,799



(856
)


(15
)%Central


28,032



35,967



(7,935
)


(22
)%Southern


3,233



4,273



(1,040
)


(24
)%Total Appalachia


36,208



46,039



(9,831
)


(21
)%Illinois Basin


6,656



8,313



(1,657
)


(20
)%Northern Powder River Basin


3,984



6,218



(2,234
)


(36
)%Total


46,848



60,570



(13,722
)


(23
)%Average gross royalty revenue per tonAppalachiaNorthern

$
3.03


$
2.94


$
.09



3
%Central


4.73



4.34



.39



9
%Southern


6.00



4.64



1.36



29
%Total Appalachia


4.61



4.19



.42



10
%Illinois Basin


3.31



2.61



.70



27
%Northern Powder River Basin


1.94



1.85



.09



5
%Combined average gross royalty revenue per ton

$
4.20


$
3.74


$
.46



12
%AggregatesRoyalty revenues

$
4,260


$
6,275


$
(2,015
)


(32
)%Aggregate Bonus Royalty

$
1,320


$
2,844


$
(1,524
)


(54
)%Production


3,269



4,791



(1,522
)


(32
)%Average gross royalty revenue per ton

$
1.30


$
1.31


$
(.01
)


(1
)%  40




---



##### Table of Contents



Coal
    Royalty Revenues and Production
    Appalachia.
  Illinois Basin.
  Northern Powder River Basin.
  Aggregates
    Royalty Revenues and Production
   41




---



##### Table of Contents



Summary
    of 2008 and 2007 Royalties and Production
  For The Years EndedDecember 31,


Increase


Percentage2008


2007


(Decrease)


Change(In thousands, except percent and per ton data)Coal royaltiesAppalachiaNorthern

$
17,074


$
16,664


$
410



2
%Central


156,109



117,820



38,289



32
%Southern


19,839



17,832



2,007



11
%Total Appalachia


193,022



152,316



40,706



27
%Illinois Basin


21,695



7,963



13,732



172
%Northern Powder River Basin


11,533



11,064



469



4
%Total

$
226,250


$
171,343


$
54,907



32
%Production (tons)AppalachiaNorthern


5,799



7,270



(1,471
)


(20
)%Central


35,967



35,835



132



<1
%Southern


4,273



4,603



(330
)


(7
)%Total Appalachia


46,039



47,708



(1,669
)


(3
)%Illinois Basin


8,313



3,709



4,604



124
%Northern Powder River Basin


6,218



5,815



403



7
%Total


60,570



57,232



3,338



6
%Average gross royalty revenue per tonAppalachiaNorthern

$
2.94


$
2.29


$
0.65



28
%Central


4.34



3.29



1.05



32
%Southern


4.64



3.87



.77



20
%Total Appalachia


4.19



3.19



1.00



31
%Illinois Basin


2.61



2.15



.46



21
%Northern Powder River Basin


1.85



1.90



(.05
)


(3
)%Combined average gross royalty revenue per ton

$
3.74


$
2.99


$
.75



25
%AggregatesRoyalty revenues

$
6,275


$
6,778


$
(503
)


(7
)%Aggregate Bonus Royalty

$
2,844


$
656


$
2,188



334
%Production


4,791



5,698



(907
)


(16
)%Average gross royalty revenue per ton

$
1.31


$
1.19


$
0.12



10
%   Coal
    Royalty Revenues and Production
   42




---



##### Table of Contents



Appalachia.
  Illinois Basin.
  Northern Powder River Basin.
  Aggregates
    Royalty Revenues and Production
    Other
    Operating Results
  Coal Processing and Transportation
    Revenues.
    Additional Revenues.
  Operating costs and expenses.
  
    Depreciation, depletion and amortization of $60.0 million,
    $64.3 million and $51.4 million for the years ended
    December 31, 2009, 2008 and 2007, respectively. Excluding a
    onetime expense of $8.2 million for a terminated lease due
    to a mine closure, depletion decreased from 2008 as a result of
    lower total production for 2009, while it remained approximately
    the same as 2007.
    General and administrative expenses of $23.1 million,
    $13.9 million and $20.0 million for the years ended
    December 31, 2009, 2008 and 2007, respectively. The change
    in general and administrative expense is primarily due to
    accruals under our long-term incentive plan attributable to
    fluctuations in our unit price.
    Property, franchise and other taxes have increased for the year
    ended December 31, 2009 when compared to 2008 and 2007.
    This increase reflects higher West Virginia property taxes and
    Kentucky unmined mineral taxes. A substantial portion of our
    property taxes is reimbursed to us by our lessees and is
    reflected as property tax revenue on our statement of income. 43




---



##### Table of Contents



Interest Expense.
  Liquidity
    and Capital Resources
  Cash
    Flows and Capital Expenditures
            Contractual
    Obligations and Commercial Commitments
  Long-Term
    Debt
    
    $28.0 million of our $300 million floating rate
    revolving credit facility, due March 2012;
    $35.0 million of 5.55% senior notes due 2013;
    $43.7 million of 4.91% senior notes due 2018;
    $150.0 million of 8.38% senior notes due 2019; 44




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##### Table of Contents




    $84.6 million of 5.05% senior notes due 2020;
    $2.3 million of 5.31% utility local improvement obligation
    due 2021;
    $40.2 million of 5.55% senior notes due 2023;
    $225.0 million of 5.82% senior notes due 2024; and
    $50.0 million of 8.92% senior notes due 2024.    Credit Facility.
    
    the higher of the federal funds rate plus an applicable margin
    ranging from 0% to 0.50% or the prime rate as announced by the
    agent bank; or
    at a rate equal to LIBOR plus an applicable margin ranging from
    0.45% to 1.50%.      
    a ratio of consolidated indebtedness to consolidated EBITDDA (as
    defined in the credit agreement) of 3.75 to 1.0 for the four
    most recent quarters; provided however, if during one of those
    quarters we have made an acquisition, then the ratio shall not
    exceed 4.0 to 1.0 for the quarter in which the acquisition
    occurred and (1) if the acquisition is in the first half of
    the quarter, the next two quarters or (2) if the
    acquisition is in the second half of the quarter, the next three
    quarters; and
    a ratio of consolidated EBITDDA to consolidated fixed charges
    (consisting of consolidated interest expense and consolidated
    lease operating expense) of 4.0 to 1.0 for the four most recent
    quarters.  Senior Notes.
    
    Maintain a ratio of consolidated indebtedness to consolidated
    EBITDA (as defined in the note purchase agreement) of no more
    than 4.0 to 1.0 for the four most recent quarters;
    not permit debt secured by certain liens and debt of
    subsidiaries to exceed 10% of consolidated net tangible assets
    (as defined in the note purchase agreement); and
    maintain the ratio of consolidated EBITDA to consolidated fixed
    charges (consisting of consolidated interest expense and
    consolidated operating lease expense) at not less than 3.5 to
    1.0. 45




---



##### Table of Contents



Payments Due by PeriodContractual Obligations

Total


2010


2011


2012


2013


2014


ThereafterLong-term debt (including current maturities)(1)

$
945.1


$
72.8


$
70.4


$
96.0


$
120.8


$
85.2


$
499.9Pending acquisitions(2)


248.0



168.0



65.0



15.0











Rental lease(3)


5.3



0.5



0.5



0.5



0.5



0.5



2.8Total

$
1,198.4


$
241.3


$
135.9


$
111.5


$
121.3


$
85.7


$
502.7  
    (1)
    
    The amounts indicated in the table include principal and
    interest due on our senior notes, as well as the utility local
    improvement obligation related to our property in DuPont,
    Washington. The table includes the $28.0 million
    outstanding principal balance at December 31, 2009 under
    our credit facility, which matures in March 2012.(2)
    
    The amounts indicated in the table include $245.0 million
    related to the future anticipated acquisitions with Colt LLC and
    $3.0 million due and paid in January 2010 to acquire
    aggregate reserves from Blue Star Materials, LLC. Future
    acquisitions from Colt LLC are based upon certain milestones
    relating to the new mines construction. Upon each closing
    we receive title to additional reserves. In January 2010 we
    funded the 2nd acquisition for approximately $40.0 million.(3)
    
    On January 1, 2009, we entered into a ten year lease
    agreement for the rental of office space from Western Pocahontas
    Properties Limited Partnership. The rental obligations from this
    lease are included in the table above.  Shelf
    Registration Statement
  Form S-3
  Two-for-One
    Limited Partner Unit Split
  two-for-one
  Off-Balance
    Sheet Transactions
    Inflation
    Environmental
   46




---



##### Table of Contents



Related
    Party Transactions
  Partnership
    Agreement
    Transactions
    with Cline Affiliates
    Quintana
    Capital Group GP, Ltd.
  Corbin J. Robertson, Jr.
  5-person
 47




---



##### Table of Contents



Office
    Building in Huntington, West Virginia
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Commodity
    Price Risk
    Interest
    Rate Risk
   48




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  INDEX TO
    FINANCIAL STATEMENTS
  PageReport of independent registered public
    accounting firm


49Consolidated balance sheets as of
    December 31, 2009 and 2008


50Consolidated statements of income for the years
    ended December 31, 2009, 2008 and 2007


51Consolidated statements of partners capital
    for the years ended December 31, 2009, 2008 and 2007


52Consolidated statements of cash flows for the
    years ended December 31, 2009, 2008 and 2007


53Notes to consolidated financial statements


54  49




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
    CONSOLIDATED FINANCIAL STATEMENTSREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
    FIRM
              
    50




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2009


2008(In thousands, except for unit information)ASSETSCurrent assets:Cash and cash equivalents

$
82,634


$
89,928Accounts receivable, net of allowance for doubtful accounts


27,141



31,883Accounts receivable  affiliates


4,342



1,351Other


930



934Total current assets


115,047



124,096Land


24,343



24,343Plant and equipment, net


64,267



67,204Coal and other mineral rights, net


1,151,313



979,692Intangible assets, net


165,160



102,828Loan financing costs, net


2,891



2,679Other assets, net


569



498Total assets

$
1,523,590


$
1,301,340LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable and accrued liabilities

$
914


$
861Accounts payable  affiliates


179



365Obligation related to acquisition


2,969



Current portion of long-term debt


32,235



17,235Accrued incentive plan expenses  current portion


4,627



3,179Property, franchise and other taxes payable


6,164



6,122Accrued interest


10,300



6,419Total current liabilities


57,388



34,181Deferred revenue


67,018



40,754Accrued incentive plan expenses


7,371



4,242Long-term debt


626,587



478,822Partners capital:Common units outstanding: (69,451,136 in 2009, 64,891,136 in
    2008)


747,437



719,341General partners interest


13,409



13,579Holders of incentive distribution rights


4,977



11,069Accumulated other comprehensive loss


(597
)


(648
)Total partners capital


765,226



743,341Total liabilities and partners capital

$
1,523,590


$
1,301,340    51




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.CONSOLIDATED STATEMENTS OF INCOME
  For the Years Ended December 31,2009


2008


2007(In thousands, except per unit data)Revenues:Coal royalties

$
196,621


$
226,250


$
171,343Aggregate royalties


5,580



9,119



7,434Coal processing fees


7,673



8,781



4,824Transportation fees


12,517



11,656



3,984Oil and gas royalties


7,520



7,902



4,930Property taxes


11,636



9,800



10,285Minimums recognized as revenue


1,266



1,257



1,951Override royalties


9,251



11,327



3,794Other


4,020



5,573



6,440Total revenues


256,084



291,665



214,985Operating costs and expenses:Depreciation, depletion and amortization


60,012



64,254



51,391General and administrative


23,102



13,922



20,048Property, franchise and other taxes


14,996



13,558



13,613Transportation costs


1,611



1,416



298Coal royalty and override payments


2,388



1,508



1,336Total operating costs and expenses


102,109



94,658



86,686Income from operations


153,975



197,007



128,299Other income (expense)Interest expense


(40,108
)


(28,356
)


(28,690
)Interest income


213



1,355



2,890Net income

$
114,080


$
170,006


$
102,499Net income attributable to:General partner

$
1,611


$
2,602


$
1,489Holders of incentive distribution rights

$
33,515


$
39,914


$
28,079Limited partners

$
78,954


$
127,490


$
72,931Basic and diluted net income per limited partner unit

$
1.17


$
1.95


$
1.11Weighted average number of units outstanding


67,702



64,891



64,505    52




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
    STATEMENT OF PARTNERS CAPITAL  Holdersof Incentive


AccumulatedGeneral


Distribution


OtherCommon Units


Partner


Rights


ComprehensiveUnits


Amounts


Amounts


Amounts


Income (Loss)


Total(In thousands, except unit data)Balance at December 31, 2006


50,681,064


$
422,536


$
8,791


$
5,111


$
(751
)

$
435,687Issuance of units for acquisitions


14,210,072



346,319



4,422











350,741Capital contribution










2,645











2,645Distributions to unitholders






(118,855
)


(2,942
)


(25,236
)






(147,033
)Net income for the year endedDecember 31, 2007






72,931



1,489



28,079







102,499Loss on interest hedge


















52



52Comprehensive income


















52



102,551Balance at December 31, 2007


64,891,136


$
722,931


$
14,405



7,954


$
(699
)

$
744,591Distributions to unitholders






(131,080
)


(3,428
)


(36,799
)






(171,307
)Net income for the year endedDecember 31, 2008






127,490



2,602



39,914







170,006Loss on interest hedge


















51



51Comprehensive income


















51



170,057Balance at December 31, 2008


64,891,136


$
719,341


$
13,579


$
11,069


$
(648
)

$
743,341Distributions to unitholders






(144,766
)

$
(3,762
)


(39,607
)






(188,135
)Issuance of units for acquisitions, net


4,560,000



93,908



1,981











95,889Net income for the year endedDecember 31, 2009






78,954



1,611



33,515







114,080Loss on interest hedge


















51



51Comprehensive income


















51



114,131Balance at December 31, 2009


69,451,136


$
747,437


$
13,409


$
4,977


$
(597
)

$
765,226    53




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
    CONSOLIDATED STATEMENTS OF CASH FLOWS  For the Years Ended December 31,2009


2008


2007(In thousands)Cash flows from operating activities:Net income

$
114,080


$
170,006


$
102,499Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation, depletion and amortization


60,012



64,254



51,391Non-cash interest charge


1,463



278



443Gain(loss) on sale of assets






33



(1,236
)Change in operating assets and liabilities:Accounts receivable


581



(4,586
)


(5,270
)Other assets


(67
)


178



178Accounts payable and accrued liabilities


(133
)


(1,484
)


(464
)Accrued interest


3,850



143



2,430Deferred revenue


26,264



4,468



15,632Accrued incentive plan expenses


4,577



(3,041
)


465Property, franchise and other taxes payable


42



(293
)


2,085Net cash provided by operating activities


210,669



229,956



168,153Cash flows from investing activities:Acquisition of land, coal, other mineral rights and related
    intangibles


(118,754
)


(5,500
)


(58,124
)Acquisition or construction of plant and equipment


(1,157
)


(10,568
)


(16,695
)Proceeds from sale of assets










1,425Change in restricted accounts






6,240



(6,240
)Net cash used in investing activities


(119,911
)


(9,828
)


(79,634
)Cash flows from financing activities:Proceeds from loans


331,000







285,400Deferred financing costs


(661
)






(1,292
)Repayments of loans


(168,235
)


(17,234
)


(235,942
)Retirement of purchase obligation related to reserves and
    infrastructure


(72,000
)






Costs associated with unit issuance


(21
)






Distributions to partners


(188,135
)


(171,307
)


(147,033
)Contributions by general partner










2,645Net cash used in financing activities


(98,052
)


(188,541
)


(96,222
)Net increase (decrease) in cash and cash equivalents


(7,294
)


31,587



(7,703
)Cash and cash equivalents at beginning of period


89,928



58,341



66,044Cash and cash equivalents at end of period

$
82,634


$
89,928


$
58,341Supplemental cash flow information:Cash paid during the period for interest

$
34,710


$
27,735


$
25,771Non-cash investing activities:Equity issued for acquisitions

$
95,910


$



$
346,319Assets contributed by general partner for acquisitions


1,981







4,422Liability assumed from acquisitions


1,170







1,989Purchase obligation related to reserve and infrastructure
    acquisition


74,022







    54




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Basis of
    Presentation and Organization        2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Business
    Combinations
    Fair
    Value Measurements
    Use of
    Estimates
   55




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    Equivalents and Restricted Cash
    Accounts
    Receivable
    Land,
    Coal and Mineral Rights
  unit-of-production
  Plant
    and Equipment
    Intangible
    Assets
  unit-of-production
  Asset
    Impairment
    Concentration
    of Credit Risk
   56




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Deferred
    Financing Costs
    Revenues
  Coal and Aggregate Royalties.
  Coal Processing and Transportation Fees.
  Oil and Gas Royalties.
  Minimum Royalties.
  Property
    Taxes
    Income
    Taxes
    Share-Based
    Payment
   57




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    New
    Accounting Standards
             58




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            3.
    Acquisitions  AzConAgg.
  Colt.
  Blue Star.
  Gatling Ohio.
 59




---



##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Massey- Jewell Smokeless.
  Macoupin.
  Coal Properties.
  Mid-Vol Coal Preparation Plant.
  Licking River Preparation Plant.
  4.
    Allowance
    for Doubtful Accounts    2009


2008


2007(In thousands)Balance, January 1

$
366


$
1,272


$
906Provision charged to operations:Additions to the reserve


37



366



871Collections of previously reserved accounts


(31
)


(1,037
)


(505
)Total charged (credited) to operations


6



(671
)


366Non-recoverable balances written off






(235
)


Balance, December 31

$
372


$
366


$
1,272   5.
    Plant and
    Equipment    December 31,


December 31,2009


2008(In thousands)Plant construction in process

$



$
8,524Plant and equipment at cost


81,782



68,197Less accumulated depreciation


(17,515
)


(9,517
)Net book value

$
64,267


$
67,204   60




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##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Years Ended December 31,2009


2008


2007(In thousands)Total depreciation expense on plant and equipment

$
7,998


$
4,965


$
3,904   6.
    Coal and
    Other Mineral Rights    December 31,


December 31,2009


2008(In thousands)Coal and other mineral rights

$
1,460,462


$
1,253,314Less accumulated depletion and amortization


(309,149
)


(273,622
)Net book value

$
1,151,313


$
979,692   For the Years EndedDecember 31,2009

2008

2007(In thousands)Total depletion and amortization expense on coal and other
    mineral interests

$
48,591


$
55,896


$
45,519     7.
    Intangible
    Assets    December 31,


December 31,2009


2008(In thousands)Above market contracts

$
173,312


$
107,557Less accumulated amortization


(8,152
)


(4,729
)Net book value

$
165,160


$
102,828   For the Years Ended December 31,2009

2008

2007(In thousands)Total amortization expense on intangible assets

$
3,423


$
3,394


$
1,335     61




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##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Estimated amortization expense (In thousands)For year ended December 31, 2010

$
4,664For year ended December 31, 2011


5,330For year ended December 31, 2012


5,098For year ended December 31, 2013


5,098For year ended December 31, 2014


5,098   8.
    Long-Term
    Debt    December 31,


December 31,2009


2008(In thousands)$300 million floating rate revolving credit facility, due
    March 2012

$
28,000


$
48,0005.55% senior notes, with semi-annual interest payments in
    June and December, maturing June 2013


35,000



35,0004.91% senior notes, with semi-annual interest payments in
    June and December, with annual principal payments in June,
    maturing in June 2018


43,700



49,7508.38% senior notes, with semi-annual interest payments in
    March and September, with scheduled principal payments beginning
    March 2013, maturing in March 2019


150,000



5.05% senior notes, with semi-annual interest payments in
    January and July, with annual principal payments in July,
    maturing in July 2020


84,615



92,3085.31% utility local improvement obligation, with annual
    principal and interest payments, maturing in March 2021


2,307



2,4995.55% senior notes, with semi-annual interest payments in
    June and December, with annual principal payments in June,
    maturing in June 2023


40,200



43,5005.82% senior notes, with semi-annual interest payments in
    March and September, with scheduled principal payments beginning
    March 2010, maturing in March 2024


225,000



225,0008.92% senior notes, with semi-annual interest payments in
    March and September, with scheduled principal payments beginning
    March 2014, maturing in March 2024


50,000



Total debt


658,822



496,057Less  current portion of long term debt


(32,235
)


(17,235
)Long-term debt

$
626,587


$
478,822     2010

$
32,2352011


31,5182012


58,8012013


87,2302014


56,175Thereafter


392,863$
658,822  62




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##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Maintain a ratio of consolidated indebtedness to consolidated
    EBITDA (as defined in the note purchase agreement) of no more
    than 4.0 to 1.0 for the four most recent quarters;
    not permit debt secured by certain liens and debt of
    subsidiaries to exceed 10% of consolidated net tangible assets
    (as defined in the note purchase agreement); and
    maintain the ratio of consolidated EBITDA to consolidated fixed
    charges (consisting of consolidated interest expense and
    consolidated operating lease expense) at not less than 3.5 to
    1.0.            
    a ratio of consolidated indebtedness to consolidated EBITDDA (as
    defined in the credit agreement) of 3.75 to 1.0 for the four
    most recent quarters; provided however, if during one of those
    quarters we have made an acquisition, then the ratio shall not
    exceed 4.0 to 1.0 for the quarter in which the acquisition
    occurred and (1) if the acquisition is in the first half of
    the quarter, the next two quarters or (2) if the
    acquisition is in the second half of the quarter, the next three
    quarters; and
    a ratio of consolidated EBITDDA to consolidated fixed charges
    (consisting of consolidated interest expense and consolidated
    lease operating expense) of 4.0 to 1.0 for the four most recent
    quarters.    9.
    Fair
    Value Measurements      
    Level 1  Quoted prices in active markets for
    identical assets or liabilities.
    Level 2  Observable inputs other than
    Level 1 prices, such as quoted prices for similar assets or
    liabilities; quoted prices in markets that are not active; or
    other inputs that are observable or can be corroborated by
    observable market data for substantially the full term of the
    assets or liabilities.
    Level 3  Unobservable inputs that are supported
    by little or no market activity and that are significant to the
    fair value of the assets or liabilities. Level 3 assets and
    liabilities include financial instruments 63




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##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  whose value is determined using pricing models, discounted cash
    flow methodologies, or similar techniques, as well as
    instruments for which the determination of fair value requires
    significant management judgment or estimation.    10.
    Net
    Income Per Unit Attributable to Limited Partners and Adoption of
    Two-Class Method      11.
    Related
    Party Transactions  Reimbursements
    to Affiliates of our General Partner
   64




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##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Transactions
    with Cline Affiliates
    Quintana
    Capital Group GP, Ltd.
  Corbin J. Robertson, Jr.
  5-person
    Office
    Building in Huntington, West Virginia
    12.
    Commitments
    and Contingencies  Legal
   65




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##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Acquisition
    Environmental
    Compliance
    Lease
    13.
    Major
    Lessees    For the Years Ended December 31,2009


2008


2007Revenues


Percent


Revenues


Percent


Revenues


Percent(Dollars in thousands)Alpha Natural Resources

$
28,941



11.3
%

$
37,400



12.8
%

$
26,481



12.3
%The Cline Group

$
37,368



14.6
%

$
27,938



9.6
%

$
7,525



3.5
%   14.
    Incentive
    Plans     66




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##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Outstanding grants at the beginning of the period


571,284Grants during the period


207,366Grants vested and paid during the period


(125,052
)Forfeitures during the period


Outstanding grants at the end of the period


653,598       15.
    Subsequent
    Events (Unaudited)  Form 10-K
  Acquisitions
      Distributions
   67




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##### Table of Contents



NATURAL
    RESOURCE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    Supplemental
    Financial Data (Unaudited)  Selected
    Quarterly Financial Information
    (In thousands, except per unit data)
  First


Second


Third


Fourth2009

Quarter


Quarter


Quarter


QuarterTotal revenues

$
66,733


$
59,487


$
63,962


$
65,902Income from operations

$
41,417


$
27,661


$
41,395


$
43,502Net income

$
33,420


$
17,082


$
30,651


$
32,927Basic and diluted net income per limited partner unit

$
0.33


$
0.07


$
0.36


$
0.39Weighted average number of units outstanding:Common


64,891



66,946



69,451



69,451   First


Second


Third


Fourth2008

Quarter


Quarter


Quarter


QuarterTotal revenues

$
64,055


$
75,592


$
76,196


$
75,822Income from operations

$
40,768


$
47,105


$
53,882


$
55,252Net income

$
33,852


$
40,353


$
47,338


$
48,463Basic and diluted net income per limited partner unit(1)

$
0.38


$
0.46


$
0.55


$
0.56Weighted average number of units outstanding:Common


64,891



64,891



64,891



64,891     (1)
    
    Basic and diluted net income per limited partner unit has been
    restated for the adoption of the two-class method for earning
    per unit. See Note 10, Net Income Per Unit
    Attributable to Limited Partners and Adoption of
    Two-Class Method. 68




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##### Table of Contents



Item 9.
    Changes
    In and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f).
  Form 10-K,
  Report of
    Independent Registered Public Accounting Firm
         69




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##### Table of Contents



Item 9B.
    Other
    Information  None.
 70




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##### Table of Contents



PART III Item 10.
    Directors
    and Executive Officers of the Managing General Partner and
    Corporate Governance    Name

Age

Position with the General PartnerCorbin J. Robertson, Jr.


62


Chairman of the Board and Chief Executive OfficerNick Carter


63


President and Chief Operating OfficerDwight L. Dunlap


56


Chief Financial Officer and TreasurerKevin F. Wall


53


Executive Vice President  OperationsWyatt L. Hogan


37


Vice President, General Counsel and SecretaryDennis F. Coker


42


Vice President, AggregatesKevin J. Craig


41


Vice President, Business DevelopmentKenneth Hudson


55


ControllerKathy H. Roberts


58


Vice President, Investor RelationsRobert T. Blakely


68


DirectorDavid M. Carmichael


71


DirectorJ. Matthew Fifield


36


DirectorRobert B. Karn III


68


DirectorS. Reed Morian


64


DirectorW. W. Scott, Jr.


65


DirectorStephen P. Smith


48


DirectorLeo A. Vecellio, Jr.


63


Director   Corbin J. Robertson, Jr.
  Nick Carter
 71




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##### Table of Contents



Dwight L. Dunlap
  Kevin F. Wall 2002-2008,
  Wyatt L. Hogan
  Dennis F. Coker
  Kevin J. Craig
  Kenneth Hudson
  Kathy H. Roberts
 72




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##### Table of Contents



Robert T. Blakely
  David M. Carmichael
  J. Matthew Fifield
  Robert B. Karn III
 73




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##### Table of Contents



S. Reed Morian
  W. W. Scott, Jr.
  Stephen P. Smith
  Leo A. Vecellio, Jr.
  Corporate
    Governance
  Board
    Attendance and Executive Sessions
   74




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##### Table of Contents



Independence
    of Directors
  Regulation S-K.
  Report
    of the Audit Committee
          Communication With Audit Committees. Communication
    With Audit Committees Concerning Independence,
  Form 10-Q Form 10-K
 75




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##### Table of Contents



Form 10-K
       Compensation,
    Nominating and Governance Committee Authority
  Form 10-K.
  
    reviewing and approving the compensation for our executive
    officers in light of the time that each executive officer
    allocates to our business;
    reviewing and recommending the annual and long-term incentive
    plans in which our executive officers participate; and
    reviewing and approving compensation for the board of directors.      Section 16(a)
    Beneficial Ownership Reporting Compliance
    Partnership
    Agreement
  www.nrplp.com
  Corporate
    Governance Guidelines and Code of Business Conduct and
    Ethics
  Regulation S-K.
 76




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##### Table of Contents



www.nrplp.com
  NYSE
    Certification
    Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  Overview
  Form 10-K.
  Executive
    Officer Compensation Strategy and Philosophy
      
    base salaries;
    annual cash incentive awards, including bonuses and cash
    payments made by our general partner based on a percentage of
    the cash it receives from its incentive distribution rights;
    long-term equity incentive compensation; and
    perquisites and other benefits.     77




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##### Table of Contents



20-day
  Role
    of Compensation Experts
  Form 10-K.
  Role
    of Our Executive Officers in the Compensation
    Process
    Components
    of Compensation
  Base
    Salaries
    Annual
    Cash Incentive Awards
   78




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##### Table of Contents



Long-Term
    Incentive Compensation
          Perquisites
    and Other Personal Benefits
   79




---



##### Table of Contents



Unit
    Ownership Requirements
    Securities
    Trading Policy
    Tax
    Implications of Executive Compensation
    Accounting
    Implications of Executive Compensation
  book-up
  Report
    of the Compensation, Nominating and Governance
    Committee
  Regulation S-K Form 10-K
  
 80




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##### Table of Contents



Summary
    Compensation Table
    PhantomUnit


All OtherSalary


Bonus


Awards(1)


Compensation(2)


TotalName and Principal Position

Year


($)


($)


($)


($)


($)Corbin J. Robertson, Jr.


2009











817,600







817,600Chairman and CEO


2008











642,400







642,4002007











795,860







795,860Dwight L. Dunlap


2009



301,493



105,000



186,880



36,407



629,780CFO and Treasurer


2008



253,843



140,000



224,840



32,287



650,9702007



219,417



100,000



220,392



31,662



571,471Nick Carter


2009



358,900



165,000



327,040



39,229



890,169President and COO


2008



320,100



220,000



321,200



37,353



898,6532007



291,000



200,000



397,930



36,116



925,046Wyatt L. Hogan


2009



284,979



105,000



186,880



28,001



604,860Vice President, General


2008



257,380



140,000



224,840



27,133



649,353Counsel and Secretary


2007



221,563



60,000



208,148



25,591



515,302Kevin F. Wall


2009



190,000



105,000



186,880



31,794



513,674Executive Vice President 


2008



147,242



140,000



224,840



26,300



538,382Operations


2007



133,380



75,000



183,660



23,869



415,909     (1)
    
    Amounts represent the grant date fair value of unit awards
    determined in accordance with Financial Accounting Standard
    Board stock compensation authoritative guidance.(2)
    
    Includes portions of automobile allowance, 401(k) matching and
    retirement contributions allocated to Natural Resource Partners
    by Quintana Minerals Corporation and Western Pocahontas
    Properties Limited Partnership. The payments made to
    Messrs. Carter, Dunlap, Hogan and Wall under the defined
    contribution plan exceeded $10,000 in each of 2007, 2008 and
    2009, but did not exceed $20,000 for any individual in any year.
    The table does not include any cash compensation paid by the
    general partner to each named executive officer. The general
    partner may distribute up to 7.5% of any cash it receives with
    respect to its incentive distribution rights in NRP. We do not
    reimburse the general partner for any of the payments with
    respect to the incentive distribution rights, and these payments
    are not an expense of NRP. The table below shows the amounts
    paid by the general partner with respect to the incentive
    distribution rights that are not reimbursed by NRP.  81




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##### Table of Contents



CompensationReceived from GeneralPartner and NotReimbursed by NRPIndividual

Year


$Corbin J. Robertson, Jr.


2009



310,0002008



300,0002007



225,000Dwight L. Dunlap


2009



226,0002008



216,0002007



150,000Nick Carter


2009



310,0002008



300,0002007



225,000Wyatt L. Hogan


2009



226,0002008



216,0002007



150,000Kevin F. Wall


2009



226,0002008



216,0002007



150,000   Grants of
    Plan-Based Awards in 2009
  All OtherUnit Awards:


Grant Date FairNumber of


Value ofPhantom Units(1)


Unit Awards(2)Named Executive Officer

Grant Date


(#)


($)Corbin J. Robertson, Jr.


2/12/2009



35,000



817,600Dwight L. Dunlap


2/12/2009



8,000



186,880Nick Carter


2/12/2009



14,000



327,040Wyatt L. Hogan


2/12/2009



8,000



186,880Kevin F. Wall


2/12/2009



8,000



186,880     (1)
    
    The phantom units were granted in February 2009 and will vest in
    February 2013.(2)
    
    Amounts represent the estimated fair value on February 12,
    2009.  Form 10-K
       82




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##### Table of Contents



Outstanding
    Awards at December 31, 2009
    Number of

Market ValuePhantom Units That

of Phantom Units ThatHave Not Vested

Have Not Vested(1)Named Executive Officer

(#)

($)Corbin J. Robertson, Jr.


101,000



2,448,240Dwight L. Dunlap


29,200



707,808Nick Carter


47,000



1,139,280Wyatt L. Hogan


27,600



669,024Kevin F. Wall


26,200



635,088     (1)
    
    Based on a unit price of $24.24, the closing price for the
    common units on December 31, 2009.  Phantom
    Units Vested in 2009
    Number ofPhantom Units That

Value Realized onVested

VestingNamed Executive Officer

(#)

($)Corbin J. Robertson, Jr.


20,000



456,200Dwight L. Dunlap


7,000



159,670Nick Carter


10,000



228,100Wyatt L. Hogan


5,800



132,298Kevin F. Wall


5,000



114,050   Potential
    Payments upon Termination or Change in Control
  20-day
  Number of

Potential

PotentialPhantom

Post-Employment

Cash PaymentsUnits

Payments

Required UponThat Have

Required Upon

Change inNot Vested

Change in Control

ControlNamed Executive Officer

(#)

($)

($)Corbin J. Robertson, Jr.


101,000







2,554,500Dwight L. Dunlap


29,200







739,590Nick Carter


47,000







1,187,580Wyatt L. Hogan


27,600







701,190Kevin F. Wall


26,200







667,590   Directors
    Compensation for the Year Ended December 31, 2009
   83




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##### Table of Contents



Fees Earnedor Paid in


PhantomCash


Unit Awards(1)(2)


TotalName

($)


($)


($)Robert Blakely


75,000



62,220



137,220David Carmichael


75,000



62,220



137,220J. Matthew Fifield


50,000



62,220



112,220Robert Karn III


75,000



62,220



137,220S. Reed Morian


50,000



62,220



112,220Stephen Smith


55,000



62,220



117,220W. W. Scott, Jr.


50,000



62,220



112,220Leo A. Vecellio, Jr.


55,000



62,220



117,220     (1)
    
    Amounts represent the grant date fair value of unit awards
    determined in accordance with Financial Accounting Standard
    Board stock compensation authoritative guidance.(2)
    
    As of December 31, 2009, each director held 12,000 phantom
    units that vest in annual increments of 3,000 units in each
    of 2010, 2011, 2012 and 2013.    2010
    Long-Term Incentive Awards
    Compensation
    Committee Interlocks and Insider Participation
   84




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and
    Management    Common

Percentage ofName of Beneficial Owner

Units

Common Units(1)Corbin J. Robertson, Jr.(2)


17,479,284



25.2
%Western Pocahontas Properties(3)(4)


17,279,860



24.9
%Christopher Cline(5)


13,510,072



19.5
%Adena Minerals LLC(6)


13,470,072



19.4
%Dingess-Rum Properties, Inc.(7)


4,800,000



6.9
%Nick Carter(8)


14,210



*Dwight L. Dunlap


11,829



*Kevin F. Wall(9)


2,000



*Wyatt L. Hogan(10)


1,500



*Dennis F. Coker


400



*Kevin J. Craig


2,500



*Kenneth Hudson


4,000



*Kathy H. Roberts


13,000



*Robert T. Blakely






David M. Carmichael


10,000



*J. Matthew Fifield






Robert B. Karn III(11)


5,635



*S. Reed Morian


233,772



*W. W. Scott, Jr.(12)


21,630



*Stephen P. Smith


3,552



*Leo A. Vecellio, Jr.


20,000



*Directors and Officers as a Group


17,823,312



25.7
%     *
    
    Less than one percent.(1)
    
    Percentages based upon 69,451,136 common units issued and
    outstanding. Unless otherwise noted, beneficial ownership is
    less than 1%.(2)
    
    Mr. Robertson may be deemed to beneficially own the
    17,279,860 common units owned by Western Pocahontas Properties
    Limited Partnership and the 127,884 common units held by Western
    Bridgeport, Inc. Also included are 31,540 common units held by
    Barbara Robertson, Mr. Robertsons spouse.
    Mr. Robertsons address is 601 Jefferson Street,
    Suite 3600, Houston, Texas 77002.(3)
    
    These units may be deemed to be beneficially owned by
    Mr. Robertson. Western Pocahontas has pledged
    6,711,946 units as collateral on its long term debt.(4)
    
    The address of Western Pocahontas Properties Limited Partnership
    is 601 Jefferson Street, Suite 3600, Houston, Texas 77002.(5)
    
    Mr. Cline may be deemed to beneficially own the 13,470,072
    common units owned by Adena Minerals, LLC. Mr. Clines
    address is 3801 PGA Boulevard, Suite 903, Palm Beach
    Gardens, FL 33410.(6)
    
    The address of Adena Minerals LLC is 3801 PGA Boulevard,
    Suite 903, Palm Beach Gardens, FL 33410.(7)
    
    The address of Dingess-Rum Properties, Inc. is 405 Capital
    Street, Suite 701, Charleston, WV 25301. 85




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##### Table of Contents



(8)
    
    Includes 210 common units held by Mr. Carters spouse,
    the remaining 14,000 of these units are pledged as collateral
    for a personal line of credit.(9)
    
    Includes 500 common units held by Mr. Walls daughter.
    Mr. Wall disclaims beneficial ownership of these securities.(10)
    
    Of these common units, 500 common units are owned by the Anna
    Margaret Hogan 2002 Trust, 500 common units are owned by the
    Alice Elizabeth Hogan 2002 Trust, and 500 common units are held
    by the Ellen Catlett Hogan 2005 Trust. Mr. Hogan is a
    trustee of each of these trusts.(11)
    
    Includes 317.5 units held by the Payton Grace Portnoy
    Irrevocable Trust and 317.5 units held by the Blake
    Kristopher Portnoy Irrevocable Trust. Mr. Karn is the
    trustee of each of these trusts for his grandchildren, but
    disclaims beneficial ownership of these securities.(12)
    
    These units are held by the W.W. Scott Family Limited
    Partnership. Mr. Scott owns 100% of W.W. Scott Family
    Corporation, which is the general partner of the W. W. Scott
    Family Limited Partnership and controls all voting and
    disposition of any units held therein. Mr. Scott disclaims
    any interest in these units except to the extent of his
    pecuniary interest therein.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Distributions
    and Payments to the General Partner and its Affiliates
    Distributions of available cash to our general partner and its
    affiliates

We will generally make cash distributions 98% to the
    unitholders, including affiliates of our general partner and 2%
    to the general partner. In addition, if distributions exceed the
    target distribution levels, the holders of the incentive
    distribution rights, including our general partner, will be
    entitled to increasing percentages of the distributions, up to
    an aggregate of 48% of the distributions above the highest
    target level.Assuming we have sufficient available cash to pay the current
    quarterly distribution of $0.54 on all of our outstanding units
    for four quarters in 2010, our general partner would receive
    distributions of approximately $3.9 million on its 2% general
    partner interest and our affiliates would receive distributions
    of approximately $71.0 million on their common units.  In
    addition in 2010, our general partner and affiliates of our
    general partner would receive an aggregate of approximately
    $41.5 million with respect to their incentive distribution
    rights.Other payments to our general partner and its affiliates

Our general partner and its affiliates will not receive any
    management fee or other compensation for the management of our
    partnership. Our general partner and its affiliates will be
    reimbursed, however, for all direct and indirect expenses
    incurred on our behalf. Our general partner has the sole
    discretion in determining the amount of these expenses.Withdrawal or removal of our general partner

If our general partner withdraws or is removed, its general
    partner interest and its incentive distribution rights will
    either be sold to the new general partner for cash or converted
    into common units, in each case for an amount equal to the fair
    market value of those interests.Liquidation

Upon our liquidation, the partners, including our general
    partner, will be entitled to receive liquidating distributions
    according to their particular capital account balances.  86




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Omnibus
    Agreement
  Non-competition
    Provisions
    
    the entering into or holding of leases with a party other than
    an affiliate of the GP affiliate for any GP affiliate-owned fee
    coal reserves within the United States; and
    the entering into or holding of subleases with a party other
    than an affiliate of the GP affiliate for coal reserves within
    the United States controlled by a
    paid-up
    lease owned by any GP affiliate or its affiliate.      
    the GP affiliate was engaged in the restricted business at the
    closing of the offering; provided that if the fair market value
    of the asset or group of related assets of the restricted
    business subsequently exceeds $10 million, the GP affiliate
    must offer the restricted business to us under the offer
    procedures described below.
    the asset or group of related assets of the restricted business
    have a fair market value of $10 million or less; provided
    that if the fair market value of the assets of the restricted
    business subsequently exceeds $10 million, the GP affiliate
    must offer the restricted business to us under the offer
    procedures described below.
    the asset or group of related assets of the restricted business
    have a fair market value of more than $10 million and the
    general partner (with the approval of the conflicts committee)
    has elected not to cause us to purchase these assets under the
    procedures described below.
    its ownership in the restricted business consists solely of a
    noncontrolling equity interest.         87




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##### Table of Contents



The Cline
    Group
    Restricted Business Contribution
    Agreement.
 88




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##### Table of Contents



Investor Rights Agreement.
        Quintana Capital Group GP, Ltd.
    
    NRPs business strategy is focused on the ownership of
    non-operated royalty producing coal properties in North America
    and the leasing of these coal reserves. In addition, NRP has
    extended its business into the ownership and leasing of other
    non-operated royalty producing extracted hard mineral
    properties. NRP also has added the transportation, storage and
    related logistics activities related to coal and other hard
    minerals to its business strategy. These current and prospective
    businesses are referred to as the NRP Businesses.
    NRPs business strategy does not, and is not expected to,
    include oil and gas exploration or development (except for
    non-operated royalty interests in coal bed methane production
    ancillary to its coal business), investments which do not
    generate qualifying income for a publicly traded
    partnership under U.S. tax regulations, investments outside
    of North America and other midstream or refining
    businesses which do not involve coal or other hard extracted
    minerals, including the gathering, processing, fractionation,
    refining, storage or transportation of oil, natural gas or
    natural gas liquids. 89




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##### Table of Contents



NRPs business strategy also does not, and is not expected
    to include, coal mining or mining for other hard minerals. The
    businesses and investments described in this paragraph are
    referred to as the Non-NRP Businesses.  
    For so long as Corbin Robertson, Jr. remains both an
    affiliate of Quintana Capital and an executive officer or
    director of NRP or an affiliate of its general partner, before
    making an investment in an NRP Business, Quintana Capital will
    first offer such opportunity in its entirety to NRP. NRP may
    elect to pursue such investment wholly for its own account, to
    pursue the opportunity jointly with Quintana Capital or not to
    pursue such opportunity. If NRP elects not to pursue an NRP
    Business investment opportunity, Quintana Capital may pursue the
    investment for its own account. Decisions in respect of such
    opportunities will be made for NRP by the Conflicts Committee of
    the Board of Directors of the general partner; provided,
    however, that decisions in respect of potential investments of
    $20 million or less may be made by an executive officer of
    the general partner to whom such authority is delegated by the
    Conflicts Committee. NRP will undertake to advise Quintana
    Capital of its decision regarding a potential investment
    opportunity within 10 business days of the identification of
    such opportunity to either the Conflicts Committee or such
    designated officer, as applicable.
    Neither Quintana Capital nor Mr. Robertson will have any
    obligation to offer investments relating to Non-NRP Businesses
    to NRP and that NRP will not have any obligation to refrain from
    pursuing a Non-NRP Business if there is a change in its business
    strategy. If such a change in strategy occurs, it is expected
    that the Conflicts Committee would work together with Quintana
    Capital to adopt mutually agreed practices and procedures in
    order to safeguard confidential information relating to
    potential investments and to address any potential or actual
    conflicts of interest involving Quintana Capital investments or
    the activities of Mr. Robertson.  5-person
    Office
    Building in Huntington, West Virginia
    Conflicts
    of Interest
     90




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##### Table of Contents




    approved by the conflicts committee, although our general
    partner is not obligated to seek such approval and our general
    partner may adopt a resolution or course of action that has not
    received approval;
    on terms no less favorable to us than those generally being
    provided to or available from unrelated third parties; or
    fair to us, taking into account the totality of the
    relationships between the parties involved, including other
    transactions that may be particularly favorable or advantageous
    to us.    
    the relative interests of any party to such conflict and the
    benefits and burdens relating to such interest;
    any customary or accepted industry practices or historical
    dealings with a particular person or entity;
    generally accepted accounting practices or principles; and
    such additional factors it determines in its sole discretion to
    be relevant, reasonable or appropriate under the circumstances.    Actions
    taken by our general partner may affect the amount of cash
    available for distribution to unitholders.
    
    amount and timing of asset purchases and sales;
    cash expenditures;
    borrowings;
    the issuance of additional units; and
    the creation, reduction or increase of reserves in any quarter.        We do
    not have any officers or employees and rely solely on officers
    and employees of GP Natural Resource Partners LLC and its
    affiliates.
   91




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##### Table of Contents



We
    reimburse our general partner and its affiliates for
    expenses.
    Our
    general partner intends to limit its liability regarding our
    obligations.
    Common
    unitholders have no right to enforce obligations of our general
    partner and its affiliates under agreements with
    us.
    Contracts
    between us, on the one hand, and our general partner and its
    affiliates, on the other, are not the result of
    arms-length negotiations.
        We may
    not choose to retain separate counsel for ourselves or for the
    holders of common units.
    Our
    general partners affiliates may compete with
    us.
   92




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##### Table of Contents



Director
    Independence
    Review,
    Approval or Ratification of Transactions with Related
    Persons
      Item 14.
    Principal
    Accounting Fees and Services  out-of-pocket
  2009


2008Audit Fees(1)

$
394,000


$
355,914Audit-Related Fees






Tax Fees(2)

$
504,222


$
418,783All Other Fees






     (1)
    
    Audit fees include fees associated with the annual audit of our
    consolidated financial statements and reviews of our quarterly
    financial statement for inclusion in our
    Form 10-Q.(2)
    
    Tax fees include fees principally incurred for assistance with
    tax planning, compliance, tax return preparation and filing of
    Schedules K-1.  Audit and
    Non-Audit Services Pre-Approval Policy
  I.
    Statement
    of Principles    case-by-case
 93




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##### Table of Contents



II.
    Delegation    III.
    Audit Services
      IV.
    Audit-related
    Services   94




---



##### Table of Contents



agreed-upon and/or
  V.
    Tax
    Services    VI.
    Pre-Approval
    Fee Levels or Budgeted Amounts    VII.
    Procedures
     95




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)(1) and (2) Financial Statements and Schedules
    (a)(3) Exhibits
  ExhibitNumber



Description2
.1



Contribution Agreement dated December 14, 2006 by and among
    Foresight Reserves LP, Adena Minerals, LLC, NRP (GP) LP, Natural
    Resource Partners L.P. and NRP (Operating) LLC (incorporated by
    reference to Exhibit 2.1 to the Current Report on
    Form 8-K
    filed on December 15, 2006).2
.2



Contribution Agreement dated December 19, 2006 by and among
    Dingess-Rum Properties, Inc., Natural Resource Partners L.P. and
    WPP LLC (incorporated by reference to Exhibit 2.1 to the
    Current Report on
    Form 8-K
    filed on December 20, 2006).2
.3



Second Contribution Agreement, dated January 4, 2007, by
    and among Foresight Reserves LP, Adena Minerals, LLC, NRP (GP)
    LP, Natural Resource Partners L.P. and NRP (Operating) LLC
    (incorporated by reference to Exhibit 2.1 to the Current
    Report on
    Form 8-K
    filed on January 4, 2007).2
.4



Amendment No. 1 to Second Contribution Agreement, dated
    April 18, 2007, by and among Natural Resource Partners
    L.P., NRP (GP) LP, NRP (Operating) LLC, Foresight Reserves LP
    and Adena Minerals, LLC (incorporated by reference to
    Exhibit 2.1 to the Current Report on
    Form 8-K
    filed on April 19, 2007).2
.5



Purchase and Sale Agreement, dated April 2, 2007, by and
    among Natural Resource Partners L.P., WPP LLC and Western
    Pocahontas Properties Limited Partnership (incorporated by
    reference to Exhibit 2.1 to the Current Report on
    Form 8-K
    filed on April 3, 2007).3
.1



Third Amended and Restated Agreement of Limited Partnership of
    NRP (GP) LP, dated as of January 4, 2007 (incorporated by
    reference to Exhibit 3.2 to the Current Report on
    Form 8-K
    filed on January 4, 2007).3
.2



Amendment No. 1 to Third Amended and Restated Agreement of
    Limited Partnership of NRP (GP) LP, dated as of May 20,
    2009 (incorporated by reference to the Current Report on
    Form 8-K
    filed on May 21, 2009).3
.3



Amendment No. 2 to Third Amended and Restated Agreement of
    Limited Partnership of NRP (GP) LP, dated as of June 30,
    2009 (incorporated by reference to the Quarterly Report on
    Form 10-Q
    filed on August 6, 2009).3
.4



Fourth Amended and Restated Limited Liability Company Agreement
    of GP Natural Resource Partners LLC, dated as of January 4,
    2007 (incorporated by reference to Exhibit 3.1 to the
    Current Report on
    Form 8-K
    filed on January 4, 2007).4
.1



Third Amended and Restated Agreement of Limited Partnership of
    Natural Resource Partners L.P., dated April 18, 2007
    (incorporated by reference to Exhibit 4.1 of the Current
    Report on
    Form 8-K
    filed on April 19, 2007).4
.2



Amendment No. 1 to Third Amended and Restated Agreement of
    Limited Partnership of Natural Resource Partners L.P., dated
    April 7, 2008 (incorporated by reference to
    Exhibit 4.1 to the Current Report on
    Form 8-K
    filed on April 8, 2008.4
.3



Amended and Restated Limited Liability Company Agreement of NRP
    (Operating) LLC, dated as of October 17, 2002 (incorporated
    by reference to Exhibit 3.4 of the Annual Report on
    Form 10-K
    for the year ended December 31, 2002, File
    No. 001-31465).4
.4



Note Purchase Agreement dated as of June 19, 2003 among NRP
    (Operating) LLC and the Purchasers signatory thereto
    (incorporated by reference to Exhibit 4.1 to the Current
    Report on
    Form 8-K
    filed June 23, 2003). 96




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##### Table of Contents



ExhibitNumber



Description4
.5



First Supplement to Note Purchase Agreements, dated as of
    July 19, 2005 among NRP (Operating) LLC and the purchasers
    signatory thereto (incorporated by reference to Exhibit 4.1
    to the Current Report on
    Form 8-K
    filed on July 20, 2005).4
.6



Second Supplement to Note Purchase Agreements, dated as of
    March 28, 2007 among NRP (Operating) LLC and the purchasers
    signatory thereto (incorporated by reference to Exhibit 4.1
    to the Current Report on
    Form 8-K
    filed on March 29, 2007).4
.7



Third Supplement to Note Purchase Agreements, dated as of
    March 25, 2009 among NRP (Operating) LLC and the purchasers
    signatory thereto (incorporated by reference to Exhibit 4.1
    to the Current Report on
    Form 8-K
    filed on March 26, 2009).4
.8



First Amendment, dated as of July 19, 2005, to Note
    Purchase Agreements dated as of June 19, 2003 among NRP
    (Operating) LLC and the purchasers signatory thereto
    (incorporated by reference to Exhibit 4.2 to the Current
    Report on
    Form 8-K
    filed on July 20, 2005).4
.9



Second Amendment, dated as of March 28, 2007, to Note
    Purchase Agreements dated as of June 19, 2003 among NRP
    (Operating) LLC and the purchasers signatory thereto
    (incorporated by reference to Exhibit 4.2 to the Current
    Report on
    Form 8-K
    filed on March 29, 2007).4
.10



Subsidiary Guarantee of Senior Notes of NRP (Operating) LLC,
    dated June 19, 2003 (incorporated by reference to
    Exhibit 4.5 to the Current Report on
    Form 8-K
    filed June 23, 2003).4
.11



Form of Series A Note (incorporated by reference to
    Exhibit 4.2 to the Current Report on
    Form 8-K
    filed June 23, 2003).4
.12



Form of Series B Note (incorporated by reference to
    Exhibit 4.3 to the Current Report on
    Form 8-K
    filed June 23, 2003).4
.13



Form of Series C Note (incorporated by reference to
    Exhibit 4.4 to the Current Report on
    Form 8-K
    filed June 23, 2003).4
.14



Form of Series D Note (incorporated by reference to
    Exhibit 4.12 to the Annual Report on
    Form 10-K
    filed February 28, 2007).4
.15



Form of Series E Note (incorporated by reference to
    Exhibit 4.3 to the Current Report on
    Form 8-K
    filed March 29, 2007).4
.16



Form of Series F Note (incorporated by reference to
    Exhibit 4.2 to the Quarterly Report on
    Form 10-Q
    filed May 7, 2009).4
.17



Form of Series G Note (incorporated by reference to
    Exhibit 4.3 to the Quarterly Report on
    Form 10-Q
    filed May 7, 2009).10
.1



Amended and Restated Credit Agreement, dated as of
    March 28, 2007, by and among NRP (Operating) LLC, as
    Borrower, Citibank, N.A., as Administrative Agent, and the other
    lenders party thereto (incorporated by reference to
    Exhibit 10.1 to the Current Report on
    Form 8-K
    filed on March 29, 2007).10
.2



Contribution, Conveyance and Assumption Agreement by and among
    Western Pocahontas Properties Limited Partnership, Great
    Northern Properties Limited Partnership, New Gauley Coal
    Corporation, Ark Land Company, WPP LLC, GNP LLC, NNG LLC, ACIN
    LLC, Robertson Coal Management LLC, NRP (Operating) LLC, GP
    Natural Resource Partners LLC, NRP (GP) LP and Natural Resource
    Partners L.P., dated as of October 17, 2002 (incorporated
    by reference to Exhibit 10.2 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2002, File
    No. 001-31465).10
.3



Natural Resource Partners Second Amended and Restated Long-Term
    Incentive Plan (incorporated by reference to Exhibit 10.1
    to the Current Report on
    Form 8-K
    filed on January 17, 2008).10
.4



Form of Phantom Unit Agreement (incorporated by reference to
    Exhibit 10.4 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2007, File
    No. 007-31465). 97




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##### Table of Contents



ExhibitNumber



Description10
.5



Natural Resource Partners Annual Incentive Plan (incorporated by
    reference to Exhibit 10.4 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2002, File
    No. 001-31465).10
.6



First Amended and Restated Omnibus Agreement, dated as of
    April 22, 2009, by and among Western Pocahontas Properties
    Limited Partnership, Great Northern Properties Limited
    Partnership, New Gauley Coal Corporation, Robertson Coal
    Management LLC, GP Natural Resource Partners LLC, NRP (GP) LP,
    Natural Resource Partners L.P. and NRP (Operating) LLC
    (incorporated by reference to Exhibit 10.1 to the Quarterly
    Report on
    Form 10-Q
    filed May 7, 2009)..10
.7



Restricted Business Contribution Agreement, dated
    January 4, 2007, by and among Christopher Cline, Foresight
    Reserves LP, Adena Minerals, LLC, GP Natural Resource Partners
    LLC, NRP (GP) LP, Natural Resource Partners L.P. and NRP
    (Operating) LLC (incorporated by reference to Exhibit 10.1
    to the Current Report on
    Form 8-K
    filed on January 4, 2007).10
.8



Investor Rights Agreement, dated January 4, 2007, by and
    among NRP (GP) LP, GP Natural Resource Partners LLC, Robertson
    Coal Management and Adena Minerals, LLC (incorporated by
    reference to Exhibit 10.2 to the Current Report on
    Form 8-K
    filed on January 4, 2007).10
.9



Purchase and Sale Agreement, dated January 27, 2009, by and
    among WPP LLC, Hod LLC and Macoupin Energy, LLC (incorporated by
    reference to Exhibit 2.1 to the Current Report on
    Form 8-K
    filed on January 27, 2009).10
.10



Purchase and Sale Agreement, dated September 10, 2009, by
    and among WPP LLC and Colt, LLC (incorporated by reference to
    Exhibit 2.1 to Current Report on
    Form 8-K
    filed on September 11, 2009).10
.11



Memorandum of Understanding by and between NRP (Operating) LLC
    and Sedgman USA, LLC, dated as of August 23, 2006
    (incorporated by reference to Exhibit 10.1 to the Current
    Report on
    Form 8-K
    filed on August 24, 2006).10
.12



Waiver Agreement, dated November 12, 2009, by and among
    Natural Resource Partners L.P., Great Northern Properties
    Limited Partnership, Western Pocahontas Properties Limited
    Partnership, New Gauley Coal Corporation, Robertson Coal
    Management LLC, GP Natural Resource Partners LLC, NRP (GP) LP,
    and NRP (Operating) LLC (incorporated by reference to
    Exhibit 10.1 to Current Report on
    Form 8-K
    filed on November 13, 2009).21
.1*



List of subsidiaries of Natural Resource Partners L.P.23
.1*



Consent of Ernst & Young LLP.31
.1*



Certification of Chief Executive Officer pursuant to
    Section 302 of Sarbanes-Oxley.31
.2*



Certification of Chief Financial Officer pursuant to
    Section 302 of Sarbanes-Oxley.32
.1**



Certification of Chief Executive Officer pursuant to
    18 U.S.C. § 1350.32
.2**



Certification of Chief Financial Officer pursuant to
    18 U.S.C. § 1350.99
.1*



Audited balance sheet of NRP (GP) LP     *
    
    Filed herewith**
    
    Furnished herewith 98




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##### Table of Contents



SIGNATURES
      By:
    GP NATURAL RESOURCE  
   
  By:
    /s/  DWIGHT
    L. DUNLAP     
 
 99




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##### Table of Contents



ExhibitNumber



Description2
.1



Contribution Agreement dated December 14, 2006 by and among
    Foresight Reserves LP, Adena Minerals, LLC, NRP (GP) LP, Natural
    Resource Partners L.P. and NRP (Operating) LLC (incorporated by
    reference to Exhibit 2.1 to the Current Report on
    Form 8-K
    filed on December 15, 2006).2
.2



Contribution Agreement dated December 19, 2006 by and among
    Dingess-Rum Properties, Inc., Natural Resource Partners L.P. and
    WPP LLC (incorporated by reference to Exhibit 2.1 to the
    Current Report on
    Form 8-K
    filed on December 20, 2006).2
.3



Second Contribution Agreement, dated January 4, 2007, by
    and among Foresight Reserves LP, Adena Minerals, LLC, NRP (GP)
    LP, Natural Resource Partners L.P. and NRP (Operating) LLC
    (incorporated by reference to Exhibit 2.1 to the Current
    Report on
    Form 8-K
    filed on January 4, 2007).2
.4



Amendment No. 1 to Second Contribution Agreement, dated
    April 18, 2007, by and among Natural Resource Partners
    L.P., NRP (GP) LP, NRP (Operating) LLC, Foresight Reserves LP
    and Adena Minerals, LLC (incorporated by reference to
    Exhibit 2.1 to the Current Report on
    Form 8-K
    filed on April 19, 2007).2
.5



Purchase and Sale Agreement, dated April 2, 2007, by and
    among Natural Resource Partners L.P., WPP LLC and Western
    Pocahontas Properties Limited Partnership (incorporated by
    reference to Exhibit 2.1 to the Current Report on
    Form 8-K
    filed on April 3, 2007).3
.1



Third Amended and Restated Agreement of Limited Partnership of
    NRP (GP) LP, dated as of January 4, 2007 (incorporated by
    reference to Exhibit 3.2 to the Current Report on
    Form 8-K
    filed on January 4, 2007).3
.2



Amendment No. 1 to Third Amended and Restated Agreement of
    Limited Partnership of NRP (GP) LP, dated as of May 20,
    2009 (incorporated by reference to the Current Report on
    Form 8-K
    filed on May 21, 2009).3
.3



Amendment No. 2 to Third Amended and Restated Agreement of
    Limited Partnership of NRP (GP) LP, dated as of June 30,
    2009 (incorporated by reference to the Quarterly Report on
    Form 10-Q
    filed on August 6, 2009).3
.4



Fourth Amended and Restated Limited Liability Company Agreement
    of GP Natural Resource Partners LLC, dated as of January 4,
    2007 (incorporated by reference to Exhibit 3.1 to the
    Current Report on
    Form 8-K
    filed on January 4, 2007).4
.1



Third Amended and Restated Agreement of Limited Partnership of
    Natural Resource Partners L.P., dated April 18, 2007
    (incorporated by reference to Exhibit 4.1 of the Current
    Report on
    Form 8-K
    filed on April 19, 2007).4
.2



Amendment No. 1 to Third Amended and Restated Agreement of
    Limited Partnership of Natural Resource Partners L.P., dated
    April 7, 2008 (incorporated by reference to
    Exhibit 4.1 to the Current Report on
    Form 8-K
    filed on April 8, 2008.4
.3



Amended and Restated Limited Liability Company Agreement of NRP
    (Operating) LLC, dated as of October 17, 2002 (incorporated
    by reference to Exhibit 3.4 of the Annual Report on
    Form 10-K
    for the year ended December 31, 2002, File
    No. 001-31465).4
.4



Note Purchase Agreement dated as of June 19, 2003 among NRP
    (Operating) LLC and the Purchasers signatory thereto
    (incorporated by reference to Exhibit 4.1 to the Current
    Report on
    Form 8-K
    filed June 23, 2003).4
.5



First Supplement to Note Purchase Agreements, dated as of
    July 19, 2005 among NRP (Operating) LLC and the purchasers
    signatory thereto (incorporated by reference to Exhibit 4.1
    to the Current Report on
    Form 8-K
    filed on July 20, 2005). 100




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##### Table of Contents



ExhibitNumber



Description4
.6



Second Supplement to Note Purchase Agreements, dated as of
    March 28, 2007 among NRP (Operating) LLC and the purchasers
    signatory thereto (incorporated by reference to Exhibit 4.1
    to the Current Report on
    Form 8-K
    filed on March 29, 2007).4
.7



Third Supplement to Note Purchase Agreements, dated as of
    March 25, 2009 among NRP (Operating) LLC and the purchasers
    signatory thereto (incorporated by reference to Exhibit 4.1
    to the Current Report on
    Form 8-K
    filed on March 26, 2009).4
.8



First Amendment, dated as of July 19, 2005, to Note
    Purchase Agreements dated as of June 19, 2003 among NRP
    (Operating) LLC and the purchasers signatory thereto
    (incorporated by reference to Exhibit 4.2 to the Current
    Report on
    Form 8-K
    filed on July 20, 2005).4
.9



Second Amendment, dated as of March 28, 2007, to Note
    Purchase Agreements dated as of June 19, 2003 among NRP
    (Operating) LLC and the purchasers signatory thereto
    (incorporated by reference to Exhibit 4.2 to the Current
    Report on
    Form 8-K
    filed on March 29, 2007).4
.10



Subsidiary Guarantee of Senior Notes of NRP (Operating) LLC,
    dated June 19, 2003 (incorporated by reference to
    Exhibit 4.5 to the Current Report on
    Form 8-K
    filed June 23, 2003).4
.11



Form of Series A Note (incorporated by reference to
    Exhibit 4.2 to the Current Report on
    Form 8-K
    filed June 23, 2003).4
.12



Form of Series B Note (incorporated by reference to
    Exhibit 4.3 to the Current Report on
    Form 8-K
    filed June 23, 2003).4
.13



Form of Series C Note (incorporated by reference to
    Exhibit 4.4 to the Current Report on
    Form 8-K
    filed June 23, 2003).4
.14



Form of Series D Note (incorporated by reference to
    Exhibit 4.12 to the Annual Report on
    Form 10-K
    filed February 28, 2007).4
.15



Form of Series E Note (incorporated by reference to
    Exhibit 4.3 to the Current Report on
    Form 8-K
    filed March 29, 2007).4
.16



Form of Series F Note (incorporated by reference to
    Exhibit 4.2 to the Quarterly Report on
    Form 10-Q
    filed May 7, 2009).4
.17



Form of Series G Note (incorporated by reference to
    Exhibit 4.3 to the Quarterly Report on
    Form 10-Q
    filed May 7, 2009).10
.1



Amended and Restated Credit Agreement, dated as of
    March 28, 2007, by and among NRP (Operating) LLC, as
    Borrower, Citibank, N.A., as Administrative Agent, and the other
    lenders party thereto (incorporated by reference to
    Exhibit 10.1 to the Current Report on
    Form 8-K
    filed on March 29, 2007).10
.2



Contribution, Conveyance and Assumption Agreement by and among
    Western Pocahontas Properties Limited Partnership, Great
    Northern Properties Limited Partnership, New Gauley Coal
    Corporation, Ark Land Company, WPP LLC, GNP LLC, NNG LLC, ACIN
    LLC, Robertson Coal Management LLC, NRP (Operating) LLC, GP
    Natural Resource Partners LLC, NRP (GP) LP and Natural Resource
    Partners L.P., dated as of October 17, 2002 (incorporated
    by reference to Exhibit 10.2 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2002, File
    No. 001-31465).10
.3



Natural Resource Partners Second Amended and Restated Long-Term
    Incentive Plan (incorporated by reference to Exhibit 10.1
    to the Current Report on
    Form 8-K
    filed on January 17, 2008).10
.4



Form of Phantom Unit Agreement (incorporated by reference to
    Exhibit 10.4 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2007, File
    No. 007-31465).10
.5



Natural Resource Partners Annual Incentive Plan (incorporated by
    reference to Exhibit 10.4 to the Annual Report on
    Form 10-K
    for the year ended December 31, 2002, File
    No. 001-31465). 101




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##### Table of Contents



ExhibitNumber



Description10
.6



First Amended and Restated Omnibus Agreement, dated as of
    April 22, 2009, by and among Western Pocahontas Properties
    Limited Partnership, Great Northern Properties Limited
    Partnership, New Gauley Coal Corporation, Robertson Coal
    Management LLC, GP Natural Resource Partners LLC, NRP (GP) LP,
    Natural Resource Partners L.P. and NRP (Operating) LLC
    (incorporated by reference to Exhibit 10.1 to the Quarterly
    Report on
    Form 10-Q
    filed May 7, 2009)..10
.7



Restricted Business Contribution Agreement, dated
    January 4, 2007, by and among Christopher Cline, Foresight
    Reserves LP, Adena Minerals, LLC, GP Natural Resource Partners
    LLC, NRP (GP) LP, Natural Resource Partners L.P. and NRP
    (Operating) LLC (incorporated by reference to Exhibit 10.1
    to the Current Report on
    Form 8-K
    filed on January 4, 2007).10
.8



Investor Rights Agreement, dated January 4, 2007, by and
    among NRP (GP) LP, GP Natural Resource Partners LLC, Robertson
    Coal Management and Adena Minerals, LLC (incorporated by
    reference to Exhibit 10.2 to the Current Report on
    Form 8-K
    filed on January 4, 2007).10
.9



Purchase and Sale Agreement, dated January 27, 2009, by and
    among WPP LLC, Hod LLC and Macoupin Energy, LLC (incorporated by
    reference to Exhibit 2.1 to the Current Report on
    Form 8-K
    filed on January 27, 2009).10
.10



Purchase and Sale Agreement, dated September 10, 2009, by
    and among WPP LLC and Colt, LLC (incorporated by reference to
    Exhibit 2.1 to Current Report on
    Form 8-K
    filed on September 11, 2009).10
.11



Memorandum of Understanding by and between NRP (Operating) LLC
    and Sedgman USA, LLC, dated as of August 23, 2006
    (incorporated by reference to Exhibit 10.1 to the Current
    Report on
    Form 8-K
    filed on August 24, 2006).10
.12



Waiver Agreement, dated November 12, 2009, by and among
    Natural Resource Partners L.P., Great Northern Properties
    Limited Partnership, Western Pocahontas Properties Limited
    Partnership, New Gauley Coal Corporation, Robertson Coal
    Management LLC, GP Natural Resource Partners LLC, NRP (GP) LP,
    and NRP (Operating) LLC (incorporated by reference to
    Exhibit 10.1 to Current Report on
    Form 8-K
    filed on November 13, 2009).21
.1*



List of subsidiaries of Natural Resource Partners L.P.23
.1*



Consent of Ernst & Young LLP.31
.1*



Certification of Chief Executive Officer pursuant to
    Section 302 of Sarbanes-Oxley.31
.2*



Certification of Chief Financial Officer pursuant to
    Section 302 of Sarbanes-Oxley.32
.1**



Certification of Chief Executive Officer pursuant to
    18 U.S.C. § 1350.32
.2**



Certification of Chief Financial Officer pursuant to
    18 U.S.C. § 1350.99
.1*



Audited balance sheet of NRP (GP) LP     *
    
    Filed herewith**
    
    Furnished herewith 102