Purpose:

The Conflicts Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of GP Natural Resource Partners LLC (the “Company”) to monitor and ensure that the deliberations and decisions of the Company, in its capacity as general partner of NRP (GP) LP, the general partner of Natural Resource Partners L.P. (the “Partnership”), are made in compliance with:

• the Omnibus Agreement by and among Arch Coal, Inc., Ark Land Company, Great Northern Properties Limited Partnership, New Gauley Coal Corporation, Western Pocahontas Properties Limited Partnership, the Company, the Partnership and certain other parties; and
• Section 7.9 of the Amended and Restated Agreement of Limited Partnership of Natural Resource Partners L.P.   Section 7.9 provides that any conflict of interest and any resolution of such conflict of interest shall be deemed to be fair and reasonable to the Partnership if such conflict of interest or resolution is approved by “Special Approval,” which is defined in the Partnership Agreement to be a majority of the members of the Committee.

Additionally,  the Committee will be responsible for investigating, reviewing and acting on matters referred or disclosed to it where a conflict of interest exists or arises. 

Committee Membership

The Committee shall consist of no fewer than three members. The members of the Committee shall meet the independence and experience requirements of the New York Stock Exchange, the Sarbanes-Oxley Act and the Securities and Exchange Commission. 

The members of the Committee shall be appointed by the Board on the recommendation of the Compensation, Nominating and Governance Committee.  The Board may remove or replace the chairperson and any other member of the Committee at any time.

Committee Authority and Responsibilities

1. The Committee shall have authority to obtain advice and assistance from internal or external legal, financial and other advisors.
2. The Committee shall make reports to the Board in connection with the fulfillment of its responsibilities with respect to the resolution of conflicts of interest.
3. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.  The Committee shall annually review its own performance.

 
Procedures

1. Meetings.  The Committee shall meet at the request of its chairperson, two or more members of the Committee, or the Chairman of the Board.  Meetings may, at the discretion of the Committee, include members of the Company’s management, independent consultants, and such other persons as the Committee or its chairperson may determine.  The Committee may meet in person, by telephone conference call, or in any other manner in which the Board is permitted to meet under law or the limited liability company agreement of GP Natural Resource Partners LLC.
2. Quorum and Approval.  A majority of the members of the Committee shall constitute a quorum.  The Committee shall act on the affirmative vote of a majority of members present at a meeting at which a quorum is present.  The Committee may also act by unanimous written consent in lieu of a meeting.
3. Rules.  The Committee may determine additional rules and procedures, including designation of a chairperson pro tempore in the absence of the chairperson, at any meeting thereof.
4. Reports.  The Committee shall make regular reports to the Board, directly or through the chairperson.
5. Review of Charter.  Each year the Committee shall review the need for changes in this Charter and recommend any proposed changes to the Compensation, Nominating and Governance Committee and to the Board for approval.
6. Performance Review.  Each year the Committee shall review and evaluate its own performance and shall submit itself to the review and evaluation of the Compensation, Nominating and Governance Committee.
7. Fees.  Each member of the Committee shall be paid the fee set by the Board for his or her services as a member of, or chairperson of, the Committee.