1171486--2/27/2009--NATURAL_RESOURCE_PARTNERS

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{gas, price, oil}

{tax, income, asset}

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{cost, contract, operation}

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{loss, insurance, financial}

{cost, regulation, environmental}

{capital, credit, financial}

{condition, economic, financial}

A substantial or extended decline in coal prices could reduce our coal royalty revenues and the value of our reserves. Our ability to make acquisitions and pay distributions to our unitholders depends, in part, upon our ability to access the capital markets. We may not be able to obtain long-term financing on acceptable terms or obtain funding under our current credit facility because of the deterioration of the credit and capital markets. Any decrease in the demand for metallurgical coal could result in lower coal production by our lessees, which would reduce our coal royalty revenues. Some of our lessees may be adversely impacted by the current deterioration in the credit markets. Increased regulation of greenhouse gas emissions could cause a reduction in the use of coal as a fuel source, which could result in lower coal production by our lessees and reduce our coal royalty revenues. Our lessees coal mining operations are subject to operating risks that could result in lower coal royalty revenues to us. Our lessees are subject to federal, state and local laws and regulations that may limit their ability to produce and sell coal from our properties. If our lessees do not manage their operations well, their production volumes and our coal royalty revenues could decrease. Fluctuations in transportation costs and the availability or reliability of transportation could reduce the production of coal mined from our properties. Lessees could satisfy obligations to their customers with coal 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. Our reserve estimates depend on many assumptions that may be inaccurate, which could materially adversely affect the quantities and value of our reserves. 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. We may issue additional common units without unitholder approval, which would dilute a unitholder s existing ownership interests. 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. Conflicts of interest could arise among our general partner and us or the unitholders. 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. 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. 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. 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.

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1171486--2/27/2009--NATURAL_RESOURCE_PARTNERS_LP