Exhibit 99.1

NOTICE OF ANNUAL GENERAL MEETING OF UNITHOLDERS

      NOTICE IS HEREBY GIVEN that an annual general meeting of unitholders (“Unitholders”) of Fording Canadian Coal Trust (the “Trust”) will be held at The Fairmont Palliser Hotel, 133 — 9th Avenue SW, Calgary, Alberta in the Alberta Ballroom on Tuesday, May 1, 2007 at 11:00 a.m. (Mountain Time) (the “Meeting”) for the following purposes:

1.	to receive the Trust’s Audited Annual Comparative Consolidated Financial Statements for the financial year ended December 31, 2006 and the auditor’s report thereon;
2.	to elect the trustees of the Trust (the “Trustees”);
3.	to approve the election of the directors of the Trust’s indirect wholly-owned subsidiary, Fording (GP) ULC (“Fording ULC”), for the ensuing year;
4.	to appoint PricewaterhouseCoopers LLP as the auditors of the Trust for the ensuing year and authorize the Trustees to fix their remuneration; and
5.	to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

      The details of the matters proposed to be put before the Meeting are set forth in the accompanying Information Circular.

Record Date

      The record date for the determination of Unitholders entitled to receive notice of and to vote at the Meeting was March 12, 2007. Only Unitholders whose names were entered on the registers of the Trust at the close of business on that date are entitled to receive notice of and to vote at the Meeting. Unitholders who acquire units of the Trust (“Units”) after March 12, 2007 should make arrangements with the selling Unitholder to direct how such Units may be voted at the Meeting.

      DATED at Calgary, Alberta, this 19th day of March, 2007.

By Order of the Trustees

/s/ James F. Jones

James F. Jones — Trust Secretary

TABLE OF CONTENTS

GLOSSARY			1
REFERENCES TO CURRENCY			2
THE MEETING			3
	Date, Time and Place of the Meeting		3
	Record Date		3
	Solicitation of Proxies		3
	Distribution of Meeting Materials		3
	Voting Procedures		3
		Registered Unitholders	4
		Non-Registered Unitholders	4
	Appointment and Revocation of Proxies		5
	Voting of Proxies		6
	Voting Securities and Holders of More than 10% of the Units		6
		Description of Unit Capital	6
		Holders of More than 10% of the Units	6
	Quorum		6
	Confidentiality of Voting		6
MATTERS TO BE CONSIDERED AT THE MEETING			7
		Financial Statements	7
		Election of Trustees	7
		Information Regarding Nominees for Election as Trustees	7
		Approval of Election of Directors of Fording ULC	12
		Information Regarding Nominees for Approval as Directors	13
		Attendance of Directors	15
		Additional Director and Trustee Information	16
		Appointment of Auditors	16
		Other Business	16
COMPENSATION OF TRUSTEES AND DIRECTORS			16
	Discussion and Analysis		16
		Unit Ownership Guidelines	17
		Phantom Unit Plan	17
		Use of Consultants	18
		Sources of Compensation	18
REPORT ON EXECUTIVE COMPENSATION			19
	Discussion and Analysis		19
		Understanding This Report	19
		Elk Valley Coal’s Compensation Objectives	19
		Elements of the Compensation Program	20
	Use of Consultants		21
	Summary Compensation Table		22
	Long-Term Incentive Plans Awards Table		23
	Pension Plans		24
		Basic Plan	24
		Supplemental Plan	24
	Composition of the Compensation Committee		25
TOTAL CUMULATIVE RETURN			26
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			27
GOVERNANCE			27
INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS			27
MANAGEMENT CONTRACTS			27
UNITHOLDER PROPOSALS			28
AUDITORS, TRANSFER AGENT AND REGISTRAR			28
ADDITIONAL INFORMATION			28
APPENDICES
A — Corporate Governance Practices			A-1
B — Fording Canadian Coal Trust — Mandate for the Board of Trustees			B-1

GLOSSARY

      The following terms shall have the respective meanings set forth below when used in this Information Circular.

      “2003 Arrangement” means the transaction completed on February 28, 2003 that proceeded by way of plan of arrangement under the Canada Business Corporations Act pursuant to which, among other things, the business of Old Fording was reorganized under an income trust (being the Trust) and Elk Valley Coal was formed;

      “Annual Review” means the annual review of the Trust which includes Management’s Discussion and Analysis and Audited Financial Statements;

      “Board of Directors” means the board of directors of Fording ULC;

      “CDS” means CDS Clearing and Depository Services Inc.;

      “Declaration of Trust” means the amended and restated declaration of trust of the Trust as amended by supplemental declaration amendments dated August 24, 2005 and March 1, 2007;

      “Directors” means the directors of Fording ULC and “Director” means any one of them;

      “EDGAR” means the United States Electronic Data Gathering, Analysis and Retrieval System;

      “Elk Valley Coal” or the “Partnership” means the Elk Valley Coal Partnership, a general partnership existing under the laws of the Province of Alberta;

      “Fording ULC” means Fording (GP) ULC, an unlimited liability company organized under the Companies Act (Nova Scotia) and the general partner of Fording Limited Partnership which holds the Trust’s interest in Elk Valley Coal;

      “Independent Director” means a Director who:

(a)	is not an insider of Teck Cominco or OTPP or their respective affiliates;
(b)	would qualify as “independent” (as defined in Section 1.4 of Multilateral Instrument 52-110 — Audit Committees) of Teck Cominco or OTPP, if the Director was a director (or served in an analogous capacity) of Teck Cominco or OTPP; and
(c)	would qualify as “independent” (as defined in Section 1.4 of Multilateral Instrument 52-110 — Audit Committees) of Fording ULC;

      “Independent Trustee” means a Trustee who:

(a)	is not an insider of Teck Cominco or OTPP or their respective affiliates;
(b)	would qualify as “independent” (as defined in Section 1.4 of Multilateral Instrument 52-110 — Audit Committees) of Teck Cominco or OTPP, if the Trustee was a director (or served in an analogous capacity) of Teck Cominco or OTPP; and
(c)	would qualify as “independent” (as defined in Section 1.4 of Multilateral Instrument 52-110 — Audit Committees) of the Trust;

      “Information Circular” means this management information circular including the Appendices hereto and all information incorporated by reference herein;

      “Intermediary” means an entity through which non-registered Unitholders hold Units including a bank, trust company, investment dealer, broker or trustee or administrator of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan or similar plan;

      “Meeting” means the annual general meeting of Unitholders to be held on May 1, 2007, including any adjournment(s) or postponement(s) thereof;

      “Non-Objecting Unitholder” means a non-registered Unitholder who has given permission to his, her or its Intermediary to disclose his, her or its name, address and Unit ownership information to the Trust;

      “NYSE” means the New York Stock Exchange;

      “Objecting Unitholder” means a non-registered Unitholder who has objected to the release by his, her or its Intermediary of his, her or its name, address and Unit ownership information to the Trust;

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      “Old Fording” means the predecessor corporation of the Trust prior to the formation of the Trust in February 2003;

      “OTPP” means Ontario Teachers’ Pension Plan Board, a non-share capital corporation existing under the laws of the Province of Ontario;

      “Phantom Unit” means a notional unit equivalent in value to a Unit, credited by means of a bookkeeping entry to a participant in the joint phantom unit plan of the Trust and Fording ULC;

      “SEDAR” means the Canadian System for Electronic Document Analysis and Retrieval;

      “Tax Act” means the Income Tax Act (Canada) and the regulations thereunder, as amended;

      “Teck Cominco” means Teck Cominco Limited, a corporation existing under the laws of Canada, and its wholly owned subsidiaries;

      “Transfer Agent” means Computershare Trust Company of Canada in its capacity as transfer agent of the Units;

      “Trust” means the Fording Canadian Coal Trust, a trust established under the laws of the Province of Alberta and governed by the Declaration of Trust;

      “Trustees” means the trustees of Fording Canadian Coal Trust and “Trustee” means any one of them;

      “TSX” means the Toronto Stock Exchange;

      “Unit” means a trust unit of the Trust;

      “Unitholder” means a holder of Units; and

      “Unitholder Rights Plan” means the Unitholder rights plan dated as of February 28, 2003, as amended and restated May 2, 2006, between the Trust and Computershare Trust Company of Canada, as rights agent.

REFERENCES TO CURRENCY

      Unless otherwise noted, all references in this Information Circular to monetary amounts are expressed in Canadian dollars and “$” means Canadian dollars.

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FORDING CANADIAN COAL TRUST

Suite 1000 Fording Place

205 – 9th Avenue SE

Calgary, Alberta

T2G 0R3

Management Information Circular for the

Annual General Meeting of Unitholders to be held on Tuesday, May 1, 2007

THE MEETING

Date, Time and Place of the Meeting

      The Meeting will be held on Tuesday, May 1, 2007 at 11:00 a.m. (Mountain Time) at The Fairmont Palliser Hotel, 133 – 9th Avenue SW, Calgary, Alberta in the Alberta Ballroom for the purposes set forth in the Notice of Meeting.

Record Date

      The record date for the determination of Unitholders entitled to receive notice of and to vote at the Meeting was March 12, 2007. Only Unitholders whose names were entered on the registers of the Trust at the close of business on that date are entitled to receive notice of and to vote at the Meeting. Unitholders who acquire Units after March 12, 2007 should make arrangements with the selling Unitholder to direct how such Units may be voted at the Meeting.

Solicitation of Proxies

      This Information Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of the Trust for use at the Meeting. The solicitation of proxies for the Meeting will be made primarily by mail and may be supplemented by telephone or other personal contact by the Trustees, officers or agents of the Trust retained to assist in the solicitation of proxies. The Trustees and officers of the Trust will not receive any extra compensation for such activities. The Trust may pay investment dealers or other persons holding Units in their own names, or in the names of nominees, for their reasonable expenses for sending this Information Circular and the form of proxy or voting instruction form to beneficial owners of Units and obtaining voting instructions and/or proxies therefrom. The cost of the solicitation will be borne by the Trust.

Distribution of Meeting Materials

      The Trust has distributed copies of this Information Circular and related meeting materials directly to registered Unitholders and Non-Objecting Unitholders resident in Canada and to Intermediaries for distribution to Objecting Unitholders resident in Canada and all non-registered Unitholders resident outside of Canada. Applicable securities laws require Intermediaries to seek voting instructions from non-registered Unitholders in advance of the Meeting. Units held through Intermediaries can only be voted in accordance with the instructions received from the non-registered Unitholders. In the absence of having obtained specific voting instructions, Intermediaries are prohibited from voting Units held by non-registered Unitholders.

Voting Procedures

      The procedures by which Unitholders may exercise their right to vote with respect to matters at the Meeting will vary depending on whether Unitholders are registered Unitholders, being those persons or entities who hold Units in their own names and who are entered on the register of Unitholders of the Trust, or non-registered Unitholders, being those persons or entities who hold Units beneficially through an Intermediary. Non-registered Unitholders resident in Canada are also advised that the voting procedures applicable to them will vary depending on whether they are a Non-Objecting Unitholder or an Objecting Unitholder.

      If you are a non-registered Unitholder resident in Canada, and the Trust or the Transfer Agent has sent these materials directly to you, you are a Non-Objecting Unitholder and your name, address and information about your Unit holdings have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send these materials to you directly, the Trust (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions.

      All Unitholders are advised to carefully read the voting instructions below that are applicable to them.

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Registered Unitholders

      In order to vote with respect to matters being considered at the Meeting, registered Unitholders must either:

(a)	attend the Meeting in person;
(b)	sign, date and return the enclosed form of proxy, or such other proper form of proxy prepared for use at the Meeting which is acceptable to the Transfer Agent; or
(c)	otherwise communicate their voting instructions in accordance with the instructions set out in the form of proxy or through the use of another acceptable and proper form of proxy.

      Any proxy to be used at the Meeting must be received by the Transfer Agent at 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 (Attention: Proxy Department) prior to the deadline of 3:00 p.m. (Mountain Time) on Friday, April 27, 2007, or otherwise at least 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the time set for any adjournment or postponement of the original Meeting. Registered Unitholders may provide their voting instructions by any of the following means:

• by mail to the address set forth above (a pre-paid, pre-addressed return envelope is enclosed);

• by hand or by courier to the address set forth above;

• by telephone at (866) 732-VOTE (8683) (Canada and the United States only); or

• by internet at www.computershare.com/proxy

      Registered Unitholders who are not individuals should provide their voting instructions by mail, hand delivery or courier and not by telephone or internet.

Non-Registered Unitholders

      A substantial number of beneficial Unitholders do not hold Units in their own names. Units may be beneficially owned by a person but registered either:

(a)	in the name of an Intermediary; or
(b)	in the name of a clearing agency (such as CDS) of which the Intermediary is a participant.

      If Units are shown in an account statement provided to the Unitholder by an Intermediary, in almost all cases those Units will not be registered under the name of the Unitholder in the records of the Trust. Please note that only proxies received from registered Unitholders can be recognized and acted upon at the Meeting.

Objecting Unitholders and Non-Registered Unitholders Resident Outside of Canada

      Objecting Unitholders resident in Canada and all non-registered Unitholders resident outside of Canada should carefully review the instructions provided to them by their Intermediary regarding how to provide voting instructions or obtain a proxy with respect to their Units. Such Unitholders may also wish to contact their Intermediaries directly in order to obtain instructions regarding how to exercise their right to vote Units that they beneficially own.

Non-Objecting Unitholders

      Non-Objecting Unitholders resident in Canada should carefully review the instructions provided to them by the Transfer Agent regarding how to provide voting instructions or obtain a proxy with respect to their Units. Such Unitholders may also wish to contact the Transfer Agent directly in order to obtain instructions regarding how to exercise their right to vote Units that they beneficially own or to obtain a proxy in respect thereof.

Voting Instruction Form

      Your Intermediary or the Transfer Agent will send or arrange to have sent to you a voting instruction form with this Information Circular, instead of a form of proxy. The voting instruction form that you will receive is similar to the form of proxy provided to registered Unitholders. However, its purpose is limited to instructing the Intermediary or clearing agency how to vote on your behalf.

Attendance at Meeting in Person

      Please note that Objecting Unitholders resident in Canada and non-registered Unitholders resident outside of Canada seeking to attend the Meeting will not be recognized at the Meeting for the purpose of voting Units registered

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in the name of an Intermediary or a clearing agency, unless the non-registered Unitholder appoints himself or herself as a proxyholder. In order to do this, the individual should follow the instructions on the voting instruction form regarding the manner in which voting instructions are to be provided and, in doing so, specify that individual’s own name as the person whom he or she is appointing as proxy for the purposes of voting his or her Units. Such Unitholders are reminded that any voting instructions should be communicated to their Intermediary in accordance with the procedures set out on the voting instruction form well in advance of the deadline for the receipt of proxies of 3:00 p.m. (Mountain Time) on Friday, April 27, 2007.

      If you are a Non-Objecting Unitholder resident in Canada, you are able to attend the Meeting and vote your Units in person. However, if you cannot attend the Meeting in person, you are asked to complete and return the voting instruction form to the Transfer Agent by mail in the return envelope provided prior to the deadline for the receipt of proxies of 3:00 p.m. (Mountain Time) on Friday, April 27, 2007. Alternatively, you can call (866) 734-VOTE (8683) to provide voting instructions over the telephone or log on to www.investorvote.com to vote via the internet. In any case, if you do not wish to attend the Meeting and vote your Units in person, your voting instructions must be received by the Transfer Agent prior to 3:00 p.m. (Mountain Time) on Friday, April 27, 2007.

Appointment and Revocation of Proxies

      The persons named in the form of proxy that accompanies this Information Circular are Trustees of the Trust. A Unitholder has the right to appoint a person or company (who need not be a Unitholder), other than the persons whose names appear in the accompanying form of proxy, to attend and act for and on behalf of such Unitholder at the Meeting. Registered Unitholders may exercise this right by:

(a)	inserting the name of the person or company to be appointed in the blank space provided in the form of proxy; or
(b)	completing another proper form of proxy acceptable to the Transfer Agent,

and, in either case, delivering the completed and executed form of proxy or other proper form of proxy, as applicable, by mail, hand delivery or courier to the Transfer Agent at 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 (Attention: Proxy Department). Registered Unitholders who are individuals may also exercise this right by logging on to www.computershare.com/proxy and following the instructions provided on such website. Similar procedures should be followed by a non-registered Unitholder with respect to the completion of voting instruction forms provided by your Intermediary or the Transfer Agent, as applicable, although you should read the instructions on your voting instruction form and, if necessary, confirm the instructions with your Intermediary or the Transfer Agent, as applicable.

      A registered Unitholder who has given a proxy may revoke the proxy at any time prior to its use by any manner permitted by law, including by depositing an instrument in writing, including another completed form of proxy, executed by the Unitholder or by his or her attorney who is authorized by a document that is signed in writing or by electronic signature or, if the Unitholder is a corporation or other form of organization, by a director, officer or attorney thereof properly authorized. A written instrument or other revocation permitted by law must be deposited with the Transfer Agent at 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 (Attention: Proxy Department) by personal delivery, courier or mail at any time prior to 3:00 p.m. (Mountain Time) on Friday, April 27, 2007, or otherwise at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time set for any adjournment or postponement of the original Meeting. A written instrument or other revocation permitted by law may also be deposited with the Chair of the Meeting prior to the commencement of the Meeting or any adjournment or postponement thereof. The execution by a registered Unitholder of a proxy will not affect a Unitholder’s right to attend the Meeting and vote in person provided that such proxy is revoked prior to the commencement of the Meeting in the manner described above.

      Objecting Unitholders resident in Canada and all non-registered Unitholders resident outside of Canada should contact the Intermediary through which they hold their Units in order to obtain instructions regarding the procedures for the revocation of any voting instructions that they previously provided to their Intermediary.

      Non-Objecting Unitholders resident in Canada should contact the Transfer Agent in order to obtain instructions regarding the procedures for the revocation of any voting instructions that they previously provided to the Transfer Agent.

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Voting of Proxies

      The Units represented by a properly executed proxy will be voted or withheld from voting on any ballot that may be conducted at the Meeting in accordance with the instructions of the Unitholder thereon and, if the Unitholder specifies a choice with respect to any matter to be acted upon, the Units shall be voted accordingly. In the absence of instructions, such Units will be voted FOR each of the matters referred to therein.

      The form of proxy accompanying this Information Circular confers discretionary authority upon the persons named therein to vote on any amendments to or variations of the matters identified in the Notice of Meeting and on other matters, if any, which may properly be brought before the Meeting. At the date hereof, management of the Trust knows of no such amendments, variations or other matters to be brought before the Meeting. However, if any other matters, which are not now known to management of the Trust, should properly be brought before the Meeting, the Units represented by such proxy will be voted on such matters in accordance with the judgement of the person named as proxy in such proxy.

Voting Securities and Holders of More than 10% of the Units

Description of Unit Capital

      The Trust is authorized to issue an unlimited number of Units. As at March 1, 2007, 147,048,146 Units were issued and outstanding. Each Unit entitles the holder thereof to one vote per Unit.

Holders of More than 10% of the Units

      As of March 1, 2007, to the knowledge of the Trustees and officers of the Trust, the only person or entity which beneficially owns, directly or indirectly, or exercises control or direction over, securities of the Trust carrying more than 10% of the voting rights attached to any class of outstanding voting securities of the Trust is as follows:

			Percentage of
Name and Municipality of Residence	Number of Units		Outstanding Units
Golden Apple Income Inc.		21,178,306 Units		14.4%
(a wholly owned subsidiary of OTPP) Toronto, Ontario

      In addition, the Trustees and officers of the Trust understand that in excess of 10% of the Units are registered in the name of CDS, as nominee, and are owned by various Intermediaries and other parties on behalf of their clients and others. The names of the beneficial owners holding their Units through CDS are not all known to the Trust.

Quorum

      The quorum for the transaction of business at the Meeting will be two individuals present at the opening of the Meeting being Unitholders or persons representing Unitholders by proxy who hold in the aggregate not less than 10% of the votes attached to all outstanding Units. If no quorum is present within 30 minutes after the time fixed for the Meeting, the Meeting shall be adjourned to a day which is not less than ten days after the date of the Meeting and to such place and time as may be appointed by the Chair of the Meeting.

Confidentiality of Voting

      Proxies are counted and tabulated by the Transfer Agent in such a manner as to preserve the confidentiality of the voting instructions of registered Unitholders. However, such Unitholders should be aware that such confidentiality may not be maintained in certain circumstances, including the following:

(a)	where the Unitholder makes a written comment on the form of proxy or otherwise clearly indicates that the Unitholder wishes to communicate his, her or its position to management;
(b)	where it is necessary to meet the requirements of applicable law or a regulatory authority; or
(c)	in the event of a proxy contest.

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MATTERS TO BE CONSIDERED AT THE MEETING

Financial Statements

      The audited annual financial statements of the Trust for the financial year ended December 31, 2006, and the auditors report thereon, will be presented at the Meeting.

Election of Trustees

      Each of the seven persons listed below has been nominated for election as a Trustee to hold office until the earlier of the conclusion of the next annual meeting of Unitholders following their election or until a successor has been elected or appointed. The Declaration of Trust provides for a minimum of seven and a maximum of nine Trustees. There are currently seven Trustees. The Trustees have determined that they will meet as a whole rather than constitute a separate executive committee.

      A governance agreement entered into by the Trust and Teck Cominco at the time of the formation of the Trust in 2003 provides Teck Cominco with the right to nominate one individual for election as a Trustee at each meeting of Unitholders at which Trustees are elected, provided that Teck Cominco owns at least 4.5% of the total number of Units then outstanding. A copy of the governance agreement is available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov/edgar.shtml and on the Trust’s website at www.fording.ca. The nominee of Teck Cominco is Warren Seyffert, Q.C.

      Unless authority to do so is withheld, proxies given pursuant to this solicitation will be voted FOR the election of each of the nominees listed below as a Trustee. If any of the nominees should for any reason be unable to serve as a Trustee, the persons named in the enclosed form of proxy reserve the right to nominate and vote for another nominee in their discretion.

Information Regarding Nominees for Election as Trustees

      Information regarding each of the nominees for Trustee, including the number of Units beneficially owned, directly or indirectly, or over which control is exercised by such persons and the number of Phantom Units credited to such persons, is as follows:

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	Michael A. Grandin (1) Calgary, Alberta, Canada Age 62 Trustee since 2003 Director since 2003 Non-independent Investment in the Trust: December 31, 2005 39,000 Units 11,848 Phantom Units December 31, 2006 39,000 Units 12,951 Phantom Units Board Experience: 12 years Areas of Expertise Investment Banking/ Finance/ Engineering/ CEO and CFO Experience	Michael Grandin is Chair and Chief Executive Officer of each of the Trust and Fording ULC. He has held these positions since the formation of the Trust in February of 2003 and the incorporation of Fording ULC in 2005. Mr. Grandin was a director of Old Fording from 2001 to 2003. From February 2004 to January 2006, Mr. Grandin served as Dean of the Haskayne School of Business at the University of Calgary. Mr. Grandin was President of PanCanadian Energy Corporation from October 2001 to April 2002. From 1998 to 2001, Mr. Grandin was Executive Vice President and Chief Financial Officer of Canadian Pacific Limited. He was Vice Chairman and Director of Midland Walwyn Capital Inc. from 1996 to 1998. He is also a director of IPSCO Inc., BNS Split Corp., the Investment Dealers Association of Canada and EnCana Corporation.   Mr. Grandin received his MBA from the Harvard Business School and holds a B.Sc. (Civil Engineering) from the University of Alberta.   Mr. Grandin is not an Independent Trustee under the Declaration of Trust or “independent” under applicable securities laws and stock exchange rules because he serves as Chief Executive Officer of the Trust and Fording ULC.
	Richard T. Mahler Vancouver, B.C., Canada Age 63 Trustee Nominee Director since 2003 Independent Investment in the Trust: December 31, 2005 6,000 Units 10,805 Phantom Units December 31, 2006 6,000 Units 13,531 Phantom Units Board Experience: 30 years Areas of Expertise Finance/ Information Systems/ Mergers and Acquisitions/ CFO Experience	Mr. Mahler was Executive Vice President and Chief Financial Officer of Finning International Inc., the world’s largest Caterpillar dealer, from 1990 until his retirement in 2003. From 1981 to 1990 Mr. Mahler served as Vice President Finance of Amdahl Canada, a provider of enterprise-scale computing, networking storage systems and services. Prior to that, he held various senior financial management positions with Ford Motor Company of Canada from 1968 to 1980. Mr. Mahler is Chair of Partnerships British Columbia (a provincial Crown corporation formed to deliver public services through public/private partnerships) and Chair of Sterling Shoes Income Fund. He is also Vice-Chair of the VGH/ UBC Hospital Foundation and a trustee of Swiss Water Income Fund. He was awarded the 2002 Queen’s Golden Jubilee Medal for Distinguished Service by the Governor General of Canada and the 2002 Chancellor’s Award for Distinguished Service by Simon Fraser University.   Mr. Mahler holds an MBA from McMaster University and a B.Sc. (Computer Science) from the University of Waterloo.   Mr. Mahler is an Independent Director and is “independent” under applicable securities laws and stock exchange rules. He is Chair of Fording ULC’s Governance Committee and a member of its Audit and Environment, Health and Safety Committees. The Board of Directors has determined that Mr. Mahler is financially literate.(2)

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	Michael S. Parrett, C.A. Aurora, Ontario, Canada Age 55 Trustee since 2003 Director since 2003 Independent Investment in the Trust: December 31, 2005 6,000 Units 10,805 Phantom Units December 31, 2006 6,000 Units 13,531 Phantom Units Board Experience: 14 years Areas of Expertise Audit/ Finance/ Economics/ CEO and CFO Experience	Mr. Parrett is an independent consultant with over 24 years of experience in the mining industry. Mr. Parrett was the President of Rio Algom Limited from 2000 to 2001. From 1991 to 2000, Mr. Parrett was Vice President and Chief Financial Officer of Rio Algom Limited. From 1999 to 2000, he was also Vice President, Strategic Development & Joint Ventures of Rio Algom Limited. Prior to 1990, Mr. Parrett held various positions with Falconbridge Limited, serving as Vice President, Controller and Chief Financial Officer. He is a director of Pengrowth Corporation and the Non- Executive Chairman of Gabriel Resources Ltd.   Mr. Parrett has a B.A. (Economics) from York University and is a Chartered Accountant.   Mr. Parrett is an Independent Trustee under the Declaration of Trust and is “independent” under applicable securities laws and stock exchange rules. He is also a Fording ULC Independent Director. He is a member of the Trust’s Audit and Governance Committees and Fording ULC’s Audit Committee. The Trustees and the Board of Directors of Fording ULC have determined that Mr. Parrett is financially literate.(2)
	Donald A. Pether Dundas, Ontario Age 58 Trustee since 2007 Independent Investment in the Trust: December 31, 2006 380 Phantom Units Board Experience: 7 years Areas of Expertise CEO experience/ steel production industry	Mr. Pether is Chair of the Board of Dofasco Inc. He has held this position since July of 2006 when he retired as President and Chief Executive Officer of Dofasco. Prior to his appointment as President and Chief Executive Officer in 2003, Mr. Pether held progressively senior positions since joining the company in 1970.   Mr. Pether is Past Chairman of the Board of Directors of Québec Cartier Mining, Dofasco Tubular Products Inc., Tubular Products Corp., and Powerlasers Limited. He was also a member of the Management Committee of Gallatin Steel.   Mr. Pether has participated in numerous industry-related associations, including: the Board of Directors of the Canadian Steel Producers’ Association, the American Iron and Steel Institute, the Canadian Steel Trade and Employment Congress and the International Iron and Steel Institute. He is a former member of the Canadian Council of Chief Executives and a former director of the Toronto Regional Research Alliance.   Mr. Pether serves on the Board of Governors for McMaster University, is Chair of the Board of the McMaster Innovation Park and sits on the Council of Governors for The Art Gallery of Hamilton.   He holds a B.Sc. (Metallurgical Engineering) from the University of Alberta and in June 2006, Mr. Pether was conferred with an Honourary Doctorate of Laws from McMaster University.   Mr. Pether is an Independent Trustee and is “independent” under applicable securities laws and stock exchange rules.

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	Warren S. R. Seyffert, Q.C. Toronto, Ontario, Canada Age 65 Trustee nominee Non-Independent Investment in the Trust: December 31, 2006 Board Experience: 20 yrs Areas of Expertise Corporate Law	Mr. Seyffert was a partner of Lang Michener LLP from 1969 to 2001 and served as Chair of the partnership, Chair of the executive committee and national managing partner. He became counsel to Lang Michener LLP in 2002. Mr. Seyffert joined the Board of Teck Corporation in 1989 and was a member of the Board of Directors of Cominco Limited from 2000 to the date of the merger that created Teck Cominco Limited in 2001.   Mr. Seyffert is a Director of various public and private corporations including Allstate Insurance Company of Canada, Pembridge Insurance Company, The Kensington Health Centre, and St Andrew Goldfields Ltd. and is an Honourary Trustee of the Royal Ontario Museum.   Mr. Seyffert received his LL.B. from the University of Toronto Law School and his LL.M. from York University, Osgoode Hall. He taught “Law of Corporate Management” for over 12 years at Osgoode Hall.   Mr. Seyffert is not an Independent Trustee under the Declaration of Trust or “independent” under applicable securities laws and stock exchange rules because he serves as a director of Teck Cominco which is the managing partner of Elk Valley Coal, Fording ULC’s principal investment.
	Peter Valentine, F.C.A. Calgary, Alberta, Canada Age 70 Trustee since 2003 Independent Investment in the Trust: December 31, 2005 10,805 Phantom Units December 31, 2006 13,531 Phantom Units Board Experience: 20 yrs Areas of Expertise Audit/ Finance/ Governmental Relations	Mr. Valentine is currently Senior Advisor to the President and CEO of the Calgary Health Region. He was Senior Advisor to the Dean of Medicine, University of Calgary for five years ending in January 2007. Mr. Valentine served as the interim chair of the Alberta Securities Commission from May to July 2005 and was the Auditor General of Alberta for seven years. From 1958 to 1995, Mr. Valentine enjoyed a career with KPMG, serving as Partner-in-Charge of Professional Practice of the Calgary office, Chairman of the KPMG International Energy Practice Group and Senior Audit Partner responsible for a variety of medium to large-scale organizations, with expertise in the petroleum industry and the Canadian securities practice. He is a director of Livingston International Income Fund, Primewest Energy Trust, Superior Plus Income Fund and Resmore Trust Company. He is the past Chair of the Board of Governors of CCAF-FCVI Inc. and has previously served as Chair of the Financial Advisory Committee of the Alberta Securities Commission and as a member of the Accounting Standards Board and the Public Sector Accounting Board of the Canadian Institute of Chartered Accountants.   Mr. Valentine has a B.Comm. from the University of British Columbia and attended the International Advanced Executive Program in Burgenstock, Switzerland through Northwestern University, J.J. Kellogg Graduate School of Management.   Mr. Valentine is an Independent Trustee under the Declaration of Trust and is “independent” under applicable securities laws and stock exchange rules. He is a member of the Trust’s Audit and Governance Committees. The Trustees have determined that Mr. Valentine is financially literate.(2)

10

John B. Zaozirny, Q.C.

Calgary, Alberta, Canada
Age 59

Trustee since 2003
Independent

Investment in the Trust:
December 31, 2005
28,000 Units
10,122 Phantom Units

December 31, 2006
12,500 Units
11,925 Phantom Units

Board Experience:
18 years

Areas of Expertise
Corporate Law/ Governmental Relations   Mr. Zaozirny was a director of Old Fording, the predecessor to the Trust, from 1986 to 2003. He has been counsel to McCarthy Tétrault LLP, Barristers and Solicitors since 1987. He has served as Vice Chairman of Canaccord Capital Corporation since 1996 and is also a director of Canadian Oil Sands Investments Inc., Computer Modelling Group, IPSCO Inc., Candax Energy Inc., Pengrowth Corporation, Provident Energy Ltd., Bankers Petroleum Inc., Bayou Bend Petroleum Ltd., Coastal Energy Corp. and TerraVest Income Fund. He is a Governor of the Business Council of British Columbia and a member of the Law Societies of Alberta and British Columbia. Mr. Zaozirny was Minister of Energy and Natural Resources for the Province of Alberta from 1982 to 1986.

  Mr. Zaozirny received his LL.M. from the London School of Economics. He also holds an LL.B. from the University of British Columbia and a B.Comm from the University of Calgary.

  Mr. Zaozirny is an Independent Trustee under the Declaration of Trust and is “independent” under applicable securities laws and stock exchange rules. He is the Chair of the Trust’s Governance Committee.

Notes:

(1)

Mr. Grandin was a director of Pegasus Gold Inc. in 1998 when that company filed voluntarily to reorganize under Chapter 11 of the United States Bankruptcy Code. A liquidation plan for that company received court confirmation later that year.

(2)

The Trustees and Board of Directors determine whether an individual is “financially literate” in their business judgment and with reference to Multilateral Instrument 52-110 — Audit Committees, which states that an individual is financially literate if he or she has the ability to read and understand a set of financial statements that presents a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the issuer’s financial statements.

Attendance of Trustees

      The following table shows the attendance of each of the Trustees at Trustee meetings and committee meetings held during 2006. During the year, there were seven Trustee meetings, seven Audit Committee meetings and seven Governance Committee meetings. The overall attendance was approximately 98% at Trustee meetings and 100% at committee meetings for the year.

Summary of Attendance of Trustees

	Trustee Meetings
	Annual Trustee			Non-Regularly
	Meeting			Scheduled					Committee
	Schedule			Meetings		Overall			Meetings
Trustee	(Attendance)			(Attendance)(1)		Attendance			Attended
L.I. Barber	5 of 5	100	%		2 of 2		100	%		n/a
M.A. Grandin	5 of 5	100	%		2 of 2		100	%		18 of 18	(2)
M.S. Parrett	5 of 5	100	%		2 of 2		100	%		14 of 14
H.G. Schaefer(3)	5 of 5	100	%		2 of 2		100	%		14 of 14
P. Valentine	5 of 5	100	%		1 of 2		86	%		14 of 14
R.J. Wright(5)	4 of 5	80	%		1 of 2		72	%		n/a
J.B. Zaozirny(4)	5 of 5	100	%		2 of 2		100	%		7 of 7

Notes:

(1)	In connection with non-regularly scheduled Trustee meetings, a number of dates are provided to the Trustees and the dates with the largest potential attendance are selected which may result in individual Trustees being unable to attend.
(2)	Mr. Grandin is invited to attend all committee meetings.
(3)	Audit Committee Chair.
(4)	Governance Committee Chair.
(5)	Retired December 31, 2006.

11

Approval of Election of Directors of Fording ULC

      The Declaration of Trust requires the Trustees to cause the common shares in the capital of Fording ULC to be voted in favour of the nominees to the Board of Directors approved by more than 50% of the votes cast at a meeting of Unitholders called for such purpose provided that:

(a)	none of the nominees is an employee of Elk Valley Coal;
(b)	a majority of the nominees are Independent Directors; and
(c)	a majority of the nominees are not Trustees.

      A governance agreement entered into by the Trust and Teck Cominco at the time of the formation of the Trust in 2003 entitles Teck Cominco to nominate one individual for approval as a Director at each meeting of Unitholders at which proposed Directors are to be approved, provided that Teck Cominco owns at least 4.5% of the total number of Units then outstanding. A copy of the governance agreement is available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov/edgar.shtml and on the Trust’s website at www.fording.ca. The nominee of Teck Cominco is Donald R. Lindsay.

      Each of the nine persons listed below have been nominated for election as a Director to hold office until the earlier of the conclusion of the next annual meeting of Unitholders or until a successor has been elected or appointed. The Memorandum and Articles of Association of Fording ULC provides for a minimum of seven and a maximum of nine Directors. In 2006, the Board of Directors was comprised of nine Directors. For 2007, the Board of Directors has determined the Board of Directors will be comprised of eight Directors. The Board of Directors have determined that they will meet as a whole rather than constitute a separate executive committee.

      Unless authority to do so is withheld, proxies given pursuant to this solicitation will be voted FOR the approval of each of the nominees listed below as a Director. If any of the proposed nominees should for any reason be unable to serve as a Director, the persons named in the enclosed form of proxy reserve the right to nominate and vote for another nominee in their discretion.

12

Information Regarding Nominees for Approval as Directors

      Information regarding each of the nominees for Director, including the number of Units beneficially owned, directly or indirectly, or over which control is exercised by such persons and the number of Phantom Units credited to such persons, is as follows:

Michael A. Grandin

Michael S. Parrett, C.A.

Richard T. Mahler

      For information concerning the above-named individuals, see “Matters to be Considered at the Meeting — Election of Trustees — Information Regarding Nominees for Election as Trustees”.

	Dawn L. Farrell Vancouver, B.C., Canada Age 47 Director since 2004 Independent Investment in the Trust: December 31, 2005 1,000 Units 5,486 Phantom Units December 31, 2006 1,000 Units 6,624 Phantom Units Board Experience: 6 years Area of Expertise Business Development/ Economics/Operations	Mrs. Farrell is currently Executive Vice President, Engineering, Aboriginal Relations and Generation, BC Hydro, a position she has held since July 2006. Between May 2003 and July 2006, Mrs. Farrell was Executive Vice President, Generation for BC Hydro. Prior to joining BC Hydro in May 2003, Mrs. Farrell was Executive Vice President, Corporate Development for TransAlta Corporation. Throughout her 17 year career at TransAlta, she held a number of executive positions including Executive Vice President, Independent Power Projects and Vice President, Energy Marketing and IPP Development. Mrs. Farrell is a director of the New Relationship Trust in British Columbia and has participated on a number of boards, including Mount Royal College, Mount Royal College Foundation, Mercury Electric, Vision Quest Windelectric, TransAlta Cogeneration and MEGA (a joint venture between TransAlta and Gener SA).   Mrs. Farrell holds a Masters Degree in economics from the University of Calgary and attended the Advanced Management Program at Harvard University.   Mrs. Farrell is an Independent Director and is “independent” under applicable securities laws and stock exchange rules. She is a member of Fording ULC’s Environment, Health and Safety Committee.
	Donald R. Lindsay Vancouver, B.C., Canada Age 48 Director since 2005 Non-independent Investment in the Trust: December 31, 2005 1,486 Phantom Units December 31, 2006 3,345 Phantom Units Board Experience: 2 years Areas of Expertise Investment Banking/ Finance/Mergers and Acquisitions/ CEO Experience	Mr. Lindsay is President and Chief Executive Officer and a director of Teck Cominco. Prior to joining Teck Cominco in January 2005, Mr. Lindsay had been President of CIBC World Markets since 2001 where he was responsible for the Investment and Corporate Banking Division and the Asia Pacific Region. Earlier in his career he was the Head of CIBC’s Global Mining Group.   Mr. Lindsay has a B.Sc., (Hons.) Mining Engineering from Queens University and an MBA from Harvard Business School.   Mr. Lindsay is not an Independent Director or “independent” under applicable securities laws and stock exchange rules because he is President, CEO, and a director of Teck Cominco which is the managing partner of Elk Valley Coal, Fording ULC’s principal investment.

13

	Dr. Thomas J. O’Neil Prescott, Arizona, USA Age 66 Director since 2003 Independent Investment in the Trust: December 31, 2005 6,175 Phantom Units December 31, 2006 6,624 Phantom Units Board Experience: 15 years Areas of Expertise Mining/Environment, Health and Safety/ Engineering/ CEO Experience	Dr. O’Neil was President and Chief Operating Officer of iron ore miner, Cleveland-Cliffs Inc., until his retirement in July 2003. Dr. O’Neil also served in various capacities for Amoco Minerals and its successor, Cyprus Minerals from 1981-1991, including Vice President of Engineering and Vice President of South Pacific Operations stationed in Sydney, Australia. He is a director of Peru Copper Inc. and a past director of Hecla Mining Company, Homestake Mining Company and the Minerals Information Institute. He is a Trustee of National Mining Hall of Fame and Museum and was the 2003 President of the Society for Mining, Metallurgy and Exploration where he is also a Distinguished Member. Dr. O’Neil was elected to the U.S. National Academy of Engineering in 1999 and the American Southwest Mining Hall of Fame in 2003.   Dr. O’Neil holds three degrees in mining engineering, with a Ph.D. from the University of Arizona where he served on the faculty from 1968-1981, becoming Professor and Head of the Department of Mining and Geological Engineering.   Dr. O’Neil is an Independent Director and is “independent” under applicable securities laws and stock exchange rules. He is Chair of Fording ULC’s Environment, Health and Safety Committee and a member of its Governance Committee.
	L.I. (Ike) Prillaman Virginia Beach, Virginia USA Age 64 Director since 2006 Independent Investment in the Trust: December 31, 2006 1,140 Phantom Units Board Experience: 23 years Areas of Expertise Transportation/Audit/ Finance	Mr. Prillaman retired April 1, 2006 as Vice Chairman and Chief Marketing Officer of Norfolk Southern Corporation. As the Chief Marketing Officer since 1995, Mr. Prillaman had responsibility for all commercial rail activities, which included real estate, natural resources and the transportation of coal. He joined Norfolk Southern in 1970 and at various times held the positions of Executive Vice President, Marketing, Vice President Properties, Vice President and Controller, and Chief Internal Auditor.   Mr. Prillaman has been a member of various associations and is a member of the American Institute and the Virginia Association of Certified Public Accountants. He was a member of the Board of Directors of the US Chamber of Commerce for five years ending in 2006, and an associate member of the Coal International Advisory Board of the International Energy Association. He is currently a member of the Virginia Economic Development Partnership and the Board of Trustees for Emory and Henry College.   Mr. Prillaman received a B.A. (Economics) from the Emory and Henry College and M.Sc. (Accounting) from the University of Wyoming.   Mr. Prillaman is an Independent Director and is “independent” under applicable securities laws and stock exchange rules.

14

David A. Thompson

Vancouver, British Columbia, Canada
Age 67

Director since 2003
Non-independent

Investment in the Trust:
December 31, 2005
10,805 Phantom Units

December 31, 2006
13,306 Phantom Units

Board Experience:
38 years

Areas of Expertise
Investment Banking/ Insurance/CEO and CFO Experience   Mr. Thompson was Chief Executive Officer and Deputy Chairman of Teck Cominco from July 2001 until his retirement in 2005. He is currently a director of Teck Cominco. From 1994 to 2001, he was President and Chief Executive Officer of Cominco Ltd. From 1980 to 1994, he was Senior Vice President and Chief Financial Officer of Teck Corporation. Mr. Thompson is a director of Providence Health Care.

  Mr. Thompson is a graduate of the London School of Economics with a B.Sc. (Economics) and attended the Advanced Management Program at Harvard University.

  Mr. Thompson is not an Independent Director or “independent” under applicable securities laws and stock exchange rules because he is a director of Teck Cominco which is the managing partner of Elk Valley Coal, Fording ULC’s principal investment.

Notes:

(1) The Board of Directors determines whether an individual is “financially literate” in their business judgment and with reference to Multilateral Instrument 52-110 — Audit Committees, which states that an individual is financially literate if he or she has the ability to read and understand a set of financial statements that presents a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the issuer’s financial statements.

Attendance of Directors

      The following table shows the attendance of each of the Directors at Board of Directors meetings and committee meetings held during 2006. During the year, there were seven Board of Directors meetings, seven Audit Committee meetings, seven Governance Committee meetings and four Environment, Health and Safety Committee meetings. The overall attendance was 96% at Board of Directors meetings and 99% at committee meetings for the year.

Summary of Attendance of Directors

	Board of Directors Meetings
	Annual Board of			Non-Regularly
	Directors Meeting			Scheduled				Committee
	Schedule			Meetings		Overall		Meetings
Director	(Attendance)			(Attendance)(1)		Attendance		Attended
D.L. Farrell		5 of 5	100%		2 of 2		100%	4 of 4
M.A. Grandin		5 of 5	100%		2 of 2		100%	18 of 18 (2)
M.S. Parrett		5 of 5	100%		2 of 2		100%	14 of 14
R.T. Mahler(3)		5 of 5	100%		2 of 2		100%	18 of 18
T.J. O’Neil(4)		4 of 5	80%		2 of 2		86%	10 of 11
L.I. Prillaman(5)		1 of 1	100%		0 of 0		100%	n/a
H.G. Schaefer(6)		5 of 5	100%		2 of 2		100%	14 of 14
D.A. Thompson		4 of 5	80%		1 of 2		75%	n/a
D.R. Lindsay		5 of 5	100%		2 of 2		100%	n/a

Notes:

(1)	In connection with non-regularly scheduled Board of Directors meetings, a number of dates are provided to the Directors and the dates with the largest potential attendance are selected, which may result in individual Directors being unable to attend.
(2)	Mr. Grandin is invited to attend all committee meetings.
(3)	Governance Committee Chair.
(4)	Environment, Health and Safety Committee Chair.
(5)	Appointed to the Board of Directors in December 2006.
(6)	Audit Committee Chair.

15

Additional Director and Trustee Information

      Additional information for Trustees and Directors, such as the nomination process, assessment process, compensation process, and orientation and continuing education is set out in Appendix “A” — Corporate Governance Practices — National Instrument 58-101 — Disclosure of Corporate Governance Practice.

Appointment of Auditors

      The persons named in the form of proxy which accompanies this Information Circular intend to vote for the appointment of PricewaterhouseCoopers LLP, Chartered Accountants, as the auditors of the Trust until its successor is appointed and to authorize the Trustees to fix the remuneration of the auditors, unless the Unitholder has specified in his, her or its proxy that the Units represented by such proxy are to be withheld from voting in respect thereof. PricewaterhouseCoopers LLP, Chartered Accountants, were first appointed auditors of the Trust at the time of its formation in February 2003.

Other Business

      Management of the Trust is not aware of any matter to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matter properly comes before the Meeting, the accompanying forms of proxy confer discretionary authority on the proxyholder to vote, in the manner such holder determines, with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters that may properly come before the Meeting.

COMPENSATION OF TRUSTEES AND DIRECTORS

Discussion and Analysis

      The compensation of Trustees and Directors is structured to promote a proprietary interest in the Trust, to align the interests of the Trustees and Directors more closely with those of Unitholders and to assist the Trust and Fording ULC in attracting and retaining individuals with the skills necessary to govern the Trust and its investments.

      Each Trustee and each Director is paid an annual cash retainer of $30,000 and an annual Unit retainer in Phantom Units with a value of $65,000. A Trustee who is also a Director is paid an additional annual cash retainer of $30,000. The Chair of the Trust also serves as the Chief Executive Officer of the Trust and is paid an annual cash retainer of $65,000 and an annual Unit retainer in Phantom Units with a value of $65,000. The Chair of the Board of Directors also serves as the Chief Executive Officer of Fording ULC and is paid an annual cash retainer of $65,000 and an annual Unit retainer in Phantom Units with a value of $65,000. Where one individual serves as Chair and Chief Executive Officer of both the Trust and Fording ULC, as Mr. Grandin currently does, he is paid an annual cash retainer of $130,000 and an annual Unit retainer in Phantom Units with a value of $130,000.

      Committee chairs, other than the audit committee chair, are paid an annual cash retainer of $8,000 and committee members, other than audit committee members, are paid an annual cash retainer of $3,000. The audit committee chair is paid an annual cash retainer of $20,000 and audit committee members are paid an annual cash retainer of $7,500.

      A fee of $1,500 is paid to each Trustee and Director for each Trustee or Board of Directors meeting attended, including joint Trustee and Board of Directors meetings. A fee of $1,500 is paid to each committee member, other than audit committee members, for each committee meeting attended. Audit committee members are paid a meeting fee of $2,000. A Trustee who is also a Director receives only a single meeting fee for joint Trustee and Board of Directors meetings. The Chair does not receive any committee retainer or meeting fee for attending committee meetings. Trustees and Directors who must travel from outside Alberta to attend Trustee and Board of Directors meetings receive an additional meeting fee of $1,500 to compensate them for the time required to travel to meetings in Alberta. Trustees and Directors are also reimbursed for their costs for travel. Set out below is a chart showing the compensation that was paid to each Director and Trustee for 2006.

16

Trustee and Director Compensation Table⁽¹⁾

											Committee and
					Committee		Committee		Board		Other
	Unit		Cash		Chair		Member		Attendance		Attendance		Total 2006
Name	Retainer		Retainer		Retainer		Retainer(s)		Fees		Fees		Compensation
	($)		($)		($)		($)		($)		($)		($)
Trustees
Lloyd Barber		57,500		27,500		—		—		10,500		4,500		100,000
Peter Valentine		57,500		27,500		—		8,750		9,000		27,500		130,250
Robert Wright(2)		57,500		27,500		—		—		7,500		4,500		97,000
John Zaozirny		57,500		27,500		8,000		—		10,500		13,500		117,000
Directors
Dawn Farrell		57,500		27,500		—		3,000		10,500		9,000		107,500
Donald Lindsay		57,500		27,500		—		—		10,500		7,500		103,000
Richard Mahler		57,500		27,500		8,000		8,750		10,500		44,000		156,250
Thomas O’Neil		57,500		27,500		8,000		3,000		9,000		24,000		129,000
Ike Prillaman(3)		5,400		2,500		—		—		1,500		1,500		10,900
David Thompson		57,500		27,500		—		—		7,500		3,000		95,500
Both Trustee and Director
Michael Grandin		115,000		125,000		—		—		10,500		1,500		252,000
Michael Parrett		57,500		55,000		—		14,500		10,500		36,500		174,000
Harry Schaefer(4)		57,500		55,000		29,000		3,000		10,500		29,000		184,000
Totals		752,900		485,000		53,000		41,000		118,500		206,000		1,656,400

Notes:

(1)	The Trustees and the Board of Directors review Trustee and Director compensation in June of each year. In 2006, the Trustees and the Board of Directors approved increases in the annual cash and unit retainers paid to each Trustee and Director, the annual retainer paid to the Audit Committee Chair, and the annual cash retainer paid to Audit Committee members. All increases were effective July 1, 2006.
(2)	Retired December 31, 2006.
(3)	Appointed to the Board of Directors on December 6, 2006.
(4)	Retiring May 1, 2007. Audit Committee Chair for the Trust and Fording ULC.

Unit Ownership Guidelines

      The Trust and Fording ULC have established minimum Unit ownership guidelines for Trustees and Directors. Each Trustee or Director is required to hold Units or Phantom Units equal in value to a multiple of four times the total value of the annual cash and Unit retainers based on the greater of the amount actually invested and the market value of the Units or Phantom Units held. Currently, the required investment is $380,000. The Unit ownership requirement is not duplicated for Trustees who are also Directors. Where one individual serves as Chair and Chief Executive Officer of both the Trust and Fording ULC, as Mr. Grandin currently does, the Unit ownership requirement is two times the ownership requirement for Trustees or Directors. The Unit ownership requirement is to be achieved within five years of election or appointment.

Phantom Unit Plan

      Trustees and Directors receive a portion of their annual compensation in the form of a Unit retainer payable under the joint phantom unit plan established by the Trust and Fording ULC. The Unit retainer is paid by way of a credit in the form of Phantom Units awarded by reference to the Unit price by means of a bookkeeping entry on the books of the Trust or Fording ULC, as applicable. When distributions are declared and paid on Units, the account of each Trustee and Director is credited with additional Phantom Units with a value equal to the distribution. The plan allows for deferral of taxation on the value of the Phantom Units until the time that the Trustee or Director actually chooses to receive settlement of Phantom Units from the plan. Trustees and Directors may elect to receive settlement in Units issued from treasury or cash. The market price for Phantom Units is determined by reference to the weighted average trading price of the Units on the TSX for the five trading days immediately preceding the day settlement is made.

17

      During 2006 approximately 27,500 Phantom Units were awarded to Trustees and Directors. As at December 31, 2006, Trustees and Directors as a group held a total of 133,889 Phantom Units worth approximately $3,220,000.

Trustee and Director Unit Ownership Table

											Minimum
									Total		Ownership
			Portion of						Ownership		Requirement			Has the Minimum
			Unit Retainer						(as at		(4 x Annual			Requirement
	Unit		taken in		Ownership		Ownership		December 31,		Retainer			been met?
Name	Retainer		Cash(1)		DSUs		Units		2006)		in 5 years)			(If not, by when)
	($)		(%)						($)		($)
Trustees
Lloyd Barber		65,000		0		13,531		2,115		383,300		380,000		Yes
Donald Pether		10,850		—		380		—		n/a		380,000		March 1, 2012
Peter Valentine		65,000		0		13,531		—		325,400		380,000		February 28, 2008
Robert Wright(2)		65,000		0		13,531		—		325,400		380,000		n/a
John Zaozirny		65,000		50		11,925		28,000		960,200		380,000		Yes
Directors
Dawn Farrell		65,000		0		6,624		1,000		183,350		380,000		May 7, 2009
Donald Lindsay		65,000		0		3,345		—		80,450		380,000		May 4, 2010
Richard Mahler		65,000		0		13,531		6,000		470,000		380,000		Yes
Thomas O’Neil		65,000		0		6,624		—		159,300		380,000		December 13, 2008
Ike Prillaman		27,100		0		1,140		—		27,400		380,000		December 6, 2011
David Thompson		65,000		12		13,306		—		320,000		380,000		February 28, 2008
Both Trustee and Director
Michael Grandin		130,000		100		12,951		39,000		1,250,000		760,000	(3)	Yes
Michael Parrett		65,000		0		13,531		6,000		470,000		380,000		Yes
Harry Schaefer(4)		65,000		100		10,319		48,000		1,400,000		380,000		Yes
Totals		882,950				133,889		130,115		6,354,800

Notes:

(1)	Pursuant to the terms of the joint phantom unit plan, once a Trustee or Director attains the minimum ownership requirement he or she can elect to receive a portion, or all, of the Unit retainer in cash.
(2)	Retired December 31, 2006.
(3)	If the Chair and Chief Executive Officer serves as Chair of both the Trustees and the Board of Directors, the unit ownership requirement is two times that of a Trustee or Director.
(4)	Retiring May 1, 2007.

Use of Consultants

      The Trustees and Directors retained Towers Perrin Human Resources Consultants in 2006 to provide market information which was used in developing recommendations in respect of Trustee and Director compensation. In 2005, Towers Perrin Human Resources Consultants provided advice to the Trustees and Directors in respect of Trustee and Director compensation and advice to the Board of Directors in respect of the compensation being proposed by Teck Cominco for executives of Elk Valley Coal.

Sources of Compensation

      The Trustees and Directors do not receive any compensation from any subsidiaries of the Trust or any external management company. All fees and expenses are paid by the Trust for Trustees and by Fording ULC for the Directors.

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REPORT ON EXECUTIVE COMPENSATION

Discussion and Analysis

Understanding This Report

      The Trust and Fording ULC do not employ any executives or contract with any management services company or similar entity for management of the Trust or Fording ULC.

      The Trust’s primary asset is its indirect 60% partnership interest in Elk Valley Coal which it holds through a subsidiary partnership of which Fording ULC is the general partner. Services agreements entered into at the time of the 2003 Arrangement require Elk Valley Coal to make members of its executive personnel available to serve as officers (other than as the Chair and Chief Executive Officer) of the Trust and Fording ULC, respectively. The compensation of these executives is determined by Teck Cominco, as managing partner of Elk Valley Coal. The managing partner includes its proposed compensation for Elk Valley Coal executives in the annual budget presented for the approval of the partners of Elk Valley Coal in the fourth quarter of each year.

      As part of its review of the proposed annual budget, the Board of Directors receives a recommendation from the Governance Committee of Fording ULC based on its review of the proposed compensation of Elk Valley Coal executives, as to whether the proposed compensation is in the best interests of the Partnership. In formulating its recommendation, the Governance Committee of Fording ULC reviews a report prepared by an independent compensation consultant engaged by the managing partner to provide market data in respect of executive compensation and a technical analysis of the market data in light of Elk Valley Coal’s compensation plans and practices. The Governance Committee of Fording ULC also reviews performance assessments for each of the officers prepared by the Chair and Chief Executive Officer of the Trust and Fording ULC and by the President and Chief Executive Officer of Elk Valley Coal.

      The compensation costs for the executives who serve as officers of the Trust are paid by Elk Valley Coal. However, if any executive spends a significant amount of his or her time in a year on the business of the Trust and/or Fording ULC, the service agreements provide for the employment costs for that executive to be allocated between the Trust, Fording ULC and Elk Valley Coal based on the time spent on the respective affairs and businesses of those entities during the year.

      In 2006, five executives of Elk Valley Coal served as officers of the Trust and Fording ULC. Elk Valley Coal paid 100% of the employment costs of these executives, including the Named Executive Officers, defined below, other than Michael A. Grandin who served as Chair and Chief Executive Officer of the Trust and Fording ULC.

      To ensure the independence of the Trust and Fording ULC from Elk Valley Coal under these arrangements, a Trustee selected by the Independent Trustees serves as Chair and Chief Executive Officer of the Trust and a Director selected by the ULC Independent Directors serves as Chair and Chief Executive Officer of Fording ULC. Mr. Michael A. Grandin, who serves as a Trustee and Director, has served as the Chair and Chief Executive Officer of the Trust and Fording ULC since their formation. Mr. Grandin is compensated as a Trustee and Director and receives no other compensation than the compensation outlined in the section “Compensation of Trustees and Directors”.

Elk Valley Coal’s Compensation Objectives

      The overall goal of Elk Valley Coal’s compensation program is to provide market competitive (as opposed to market leading) performance based compensation. The Partnership’s compensation policy is to establish the midpoint salary, annual bonus opportunity and target total direct compensation for its executive positions at the 50th percentile of a market comparator group. Total direct compensation is comprised of salary, annual bonus opportunity and long-term incentive. The annual bonus opportunity and long term-incentive are both cash based award plans under which no payment is triggered unless certain performance objectives are attained.

      The market comparator group is based on the recommendation of an independent compensation consultant and approved by the managing partner. The Governance Committee of Fording ULC reviews the market comparator group in formulating its recommendation as to whether the proposed compensation of Elk Valley Coal executives is in the best interests of the Partnership.

      Elk Valley Coal is a partnership and has no ability to make any form of equity grants to executives. The Trust does not have a stock option plan and executives of Elk Valley Coal do not participate in any Teck Cominco stock option plan.

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      Performance measures used in relation to compensation programs relate to those things that Elk Valley Coal executives can directly affect to provide long-term value. Key measurements include safety performance, unit cost of product sold and return on capital employed. The compensation program is designed to reward better than benchmark performance in these areas in order to enhance distributions to the partners, which in turn increases the cash available for distribution by the Trust to unitholders.

Elements of the Compensation Program

Base Salary

      The Partnership’s compensation policy is to establish the midpoint salary for its executive positions at the 50th percentile of a market comparator group created with the assistance of an independent compensation consultant. Whether an executive is to receive a salary that is at, above or below the midpoint is based on a joint assessment of the incumbent’s experience, capabilities, performance and retention risk by Elk Valley Coal’s President and Chief Executive Officer and managing partner.

Annual Bonus

      Elk Valley Coal executives participate in a short-term incentive plan (“STIP”) which provides an opportunity for such individuals to earn an annual bonus payment based on the achievement of targets set by the managing partner. Potential awards under the STIP are expressed as a percentage of base salary. No award is payable until threshold performance targets are achieved.

      The Partnership’s compensation policy is to establish the target annual bonus opportunity for its executive positions at the 50th percentile of a market comparator group created with the assistance of an independent compensation consultant. The target annual bonus opportunity for executives other than the President and Chief Executive Officer is 40% of base annual salary with the opportunity to achieve 80% when the exceptional results level is achieved or exceeded. For the President and Chief Executive Officer, the target is 60% with a maximum potential award of 120% of base annual salary.

      An annual bonus, if any, is paid based on performance in four target categories: return on capital employed; unit cost of product sold; safety (injury frequencies/severities); and personal objectives. These target categories were selected since strong leadership from executives in these areas will produce optimal financial returns for the partners. Awards are pro-rated based on performance results between 0% and the exceptional results level.

Long-Term Incentive Plan

      Elk Valley Coal executives also participate in a long-term incentive plan (“LTIP”) which provides an opportunity for such individuals to earn a cash incentive payment at the end of a three year performance period based on the achievement of targets set by the managing partner. A new three year performance period begins each year. As a result, potential awards are payable annually after the initial three year performance period concluded in 2005. Potential awards are expressed as a percentage of average base annual salary over the three year performance period. No award is payable until threshold performance targets are achieved.

      The Partnership’s compensation policy is to establish the target long-term incentive opportunity for its executive positions at the 50th percentile of a market comparator group created with the assistance of an independent compensation consultant. The target long-term incentive for executives other than the President and Chief Executive Officer is 95% of average base annual salary over the three year performance period with the opportunity to achieve 190% when the exceptional results level is achieved or exceeded. For the President and Chief Executive Officer, the target is 115% with a maximum potential award of 230% of base annual salary.

      The performance target measure for LTIP awards is distributable cash at the Trust unitholder level. To achieve an award at or above the target levels established based on the predicted price environment over the three year performance period, the executives must achieve significant containment both in minesite and transportation costs and deliver contracted volumes of specified coal qualities at the time customers nominate vessels for loading. Awards are pro-rated based on performance results between 0% and the exceptional results level.

      Effective January 1, 2007, Elk Valley Coal replaced the LTIP with a Deferred Unit Plan (“DUP”). The DUP is a long-term incentive plan designed to attract and retain high quality employees and to promote the alignment of interests between Elk Valley Coal’s employees and business interests.

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      Long-term incentives are granted under the DUP by the award of units (“Deferred Units”) to eligible employees that are equivalent in value to a Unit at the date of grant. The number of Deferred Units awarded to any participant is determined by dividing (a) the amount of the target long-term incentive award established by Elk Valley Coal for the participant for the relevant period by (b) the weighted average trading price of a Unit on The Toronto Stock Exchange for the five (5) trading days immediately preceding an award date. Participants are also credited with additional Deferred Units (“Distribution Equivalents”) equal in value, on a per unit basis, to the value of distributions declared and paid on Units for each Deferred Unit held by the participant on the applicable date on which distributions are made on Units of the Trust. No actual Units are granted to participants under the DUP and the Deferred Units are not securities of the Trust.

      Payments are to be made to participants under the DUP during the year in which the third anniversary of the award date of Deferred Units falls, but in no event later than December 31st of the third calendar year following the date of any such award. Participants will receive a lump sum payment in cash, less applicable withholding taxes, equal to the number of Deferred Units, including related Distribution Equivalents, held in the participant’s account on the payment value determination date multiplied by the weighted average trading price of a Unit of the Trust on The Toronto Stock Exchange for the five (5) trading days immediately preceding the relevant date. Deferred Units do not represent the right to receive Units of the Trust.

Trust Unit Purchase Plan

      Elk Valley Coal has a trust unit purchase plan (the “TUPP”) pursuant to which eligible employees, including executives, can acquire Units. The TUPP is an employee profit sharing plan as defined under the Tax Act. Eligible employees may contribute up to 6% of their eligible earnings to the TUPP. Elk Valley Coal makes matching contributions equal to one-third of the eligible employees’ contributions. Contributions made to the TUPP by employees and Elk Valley Coal are used to purchase Units in the secondary market. If Units purchased with employee contributions are withdrawn by the employee before those Units have been held in the TUPP for one year, the related Units purchased with Elk Valley Coal’s contribution are forfeited by the employee.

      A similar plan has been made available to employees of subsidiaries of the Trust that are resident in the United States.

Use of Consultants

      The managing partner engages an independent compensation consultant to provide market data in respect of Elk Valley Coal’s executive compensation and a technical analysis of the market data in light of Elk Valley Coal’s compensation plans and practices. The scope of the independent compensation consultant’s engagement includes making recommendations in respect of an appropriate comparator group for Elk Valley Coal from which proxy data is collected for use in determining the compensation of the President and Chief Executive Officer and the Vice President and Chief Financial Officer. Compensation for all other Elk Valley Coal executives is determined using compensation survey information provided by the independent compensation consultant.

      In 2006, the managing partner engaged Mercer Human Resource Consulting (“Mercer”) to provide these services. Mercer also provided market data in respect of Elk Valley Coal executive compensation in 2005 and 2004. Mercer’s report is prepared under the direction of the managing partner and independent of management of the Partnership.

      Mercer’s report is provided to the Governance Committee of Fording ULC together with the managing partner’s proposed compensation for Elk Valley Coal executives as part of the approval process for the Elk Valley Coal annual budget by its partners. The Governance Committee of Fording ULC makes a recommendation to the Board of Directors, based on its review of the proposed compensation and the Mercer’s report, as to whether the proposed compensation is in the best interests of the Partnership.

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Summary Compensation Table

      The following table provides compensation information for the Chair and Chief Executive Officer, the President and the Chief Financial Officer of the Trust and the two other most highly compensated senior executives of Elk Valley Coal who are involved in determining Trust policy (collectively referred to as the “Named Executive Officers”), measured by total annual salary and bonus during the year ended December 31, 2006.

			Annual Compensation						Long-Term Compensation Awards
									Awards				Payouts
									Securities		Shares of
									Under		Units subject
Name and							Other Annual		Option/SARS		to resale		LTIP		All Other
Principal Position	Year		Salary		Bonus(4)		Compensation(5)		Granted		restrictions		Payouts(6)		Compensation(7)
M.A. Grandin(1)		2006	$	130,000		nil	$	130,000		n/a		nil		n/a		nil
Chair and		2005		120,000		n/a		100,000		n/a		nil		n/a		nil
Chief Executive Officer		2004		120,000		n/a		86,300		n/a		nil		n/a		nil
J.L. Popowich(2)		2006	$	524,200	$	331,300		nil		n/a		nil	$	1,321,400	$	5,438,912
President		2005		550,000		313,000		nil		n/a		nil		nil		45,400
		2004		490,200		242,600		nil		n/a		nil		500,400		221,400
R.J. Brown		2006	$	265,000	$	27,375		nil		n/a		nil		nil	$	5,300
Vice President and		2005		62,500		nil		nil		n/a		nil		nil		1,300
Chief Financial Officer
W.J. Foster(3)		2006	$	244,400	$	113,505		nil		n/a		nil	$	536,348	$	4,900
Senior Vice President		2005		235,000		102,600		nil		n/a				nil		4,700
		2004		228,200		162,000		nil		n/a		nil		216,800		50,500
W.A. Fleming		2006	$	218,500	$	93,700		nil		n/a		nil		nil		nil
Senior Vice President		2005		210,000		70,600		nil		n/a		nil	$	143,100		nil
Operations		2004		152,000		25,100		nil		n/a		nil		nil		nil

Notes:

(1)	For information on Mr. Grandin’s compensation, see “Compensation of Trustees and Directors”.
(2)	Mr. Popowich exercised his change of control agreement effective October 31, 2006 and retired as President and Chief Executive Officer of Elk Valley Coal. He continued to serve as President of the Trust and Fording ULC until December 31, 2006.
(3)	Old Fording entered into change in control agreements with certain members of its senior management including Mr. Foster in connection with becoming a public company in 2001. Mr. Foster’s change in control agreement was assumed by Elk Valley Coal under the 2003 Arrangement. The change in control agreement entitled Mr. Foster to severance benefits, generally equivalent to two years salary, benefits and bonuses in the event of: (i) a change in control; and (ii) the resignation or the termination of Mr. Foster’s employment for other than for cause. The 2003 Arrangement constituted a change in control for the purposes of the change in control agreement with the result that the severance benefits provided under the agreement are payable if Mr. Foster resigns. Mr. Foster resigned and exercised his change in control agreement effective January 2, 2007 and received a severance payment of $1.4 million.
(4)	Amounts in this column reflect STIP compensation which was paid in such year, consistent with the past disclosure practices of the Trust.
(5)	Where the value of all perquisites and other benefits, securities and property were less than $50,000 and 10% of the total annual salary and bonus paid to the Named Executive Officer in the financial year, such amounts have not been disclosed. Amounts in this column for Mr. Grandin reflect his annual Trustee and Director Unit retainer in Phantom Units.
(6)	The 2004 LTIP payout is payment of 50% of the maximum payout under the 2003-2005 LTIP and Medium Term Incentive Plans which provided for 50% of the maximum payout to be paid to the Named Executive Officers at the point in time during the performance period when Elk Valley Coal achieved $75 million in synergies thereby entitling Teck Cominco to increase its interest in Elk Valley Coal from 35% to 40%. Elk Valley Coal achieved $75 million in synergies as of April 1, 2004. Beginning in 2005, the value of the Medium Term Incentive Plan was rolled into the LTIP and the Medium Term Incentive Plan was discontinued.

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(7) The details of all other compensation are as follows:

Named Executive Officer	Year		A		B		C		D
Mr. Grandin		2006		nil		nil		nil		nil
		2005		nil		nil		nil		nil
		2004		nil		nil		nil		nil
Mr. Popowich		2006		10,100		nil		5,352,000		76,800
		2005		11,000		34,400		nil		nil
		2004		9,800		211,600		nil		nil
Mr. Brown		2006		5,300		nil		nil		nil
		2005		1,300		nil		nil		nil
Mr. Foster		2006		4,900		nil		nil		nil
		2005		4,700		nil		nil		nil
		2004		4,600		45,900		nil		nil
Mr. Fleming		2006		nil		nil		nil		nil

A  =	Contributions made to the TUPP by Elk Valley Coal.
B  =	The 2003 Arrangement resulted in the early termination of a deferred share unit plan for senior management that had been maintained by Old Fording. To compensate senior management for the early termination of the deferred share unit plan, thereby accelerating taxation of the deferred share units to them, the 2003 Arrangement provided for an ownership matching plan to provide a one-time opportunity for senior managers to re-invest the after tax value of their deferred share unit plan proceeds and receive a match of one Unit for every two Units purchased by them on the secondary market; the matching Units vest at the end of the second year following the purchase date of the Units purchased by the plan participants. The value of the matching Units paid in 2004 and 2005 is included in this column.
C  =	Old Fording entered into change in control agreements with certain members of its senior management including Mr. Popowich in connection with becoming a public company in 2001. Mr. Popowich’s change in control agreement was assumed by Elk Valley Coal under the 2003 Arrangement. The change in control agreement entitled Mr. Popowich to severance benefits, generally equivalent to two years salary, benefits and bonuses in the event of: (i) a change in control; and (ii) the resignation or the termination of Mr. Popowich’s employment for other than for cause. The 2003 Arrangement constituted a change in control for the purposes of the change in control agreement with the result that the severance benefits provided under the agreement are payable if Mr. Popowich resigns or is terminated other than for cause or otherwise qualifies under the terms of the change in control agreement prior to its termination date. The original termination date of the change in control agreement was February 2006. In consideration for Mr. Popowich continuing to serve as President and Chief Executive Officer of Elk Valley Coal until his successor was found, Elk Valley Coal amended the terms of the change in control agreement to permit Mr. Popowich to receive the severance benefits provided for in the agreement upon his retirement once his successor was appointed.
D  =	Supplemental pension benefits paid to Mr. Popowich for the period November 1, 2006 to December 31, 2006 during which he continued to serve as President of the Trust following his retirement as President and Chief Executive Officer of Elk Valley Coal on October 31, 2006.

Long-Term Incentive Plans Awards Table

Awards in Most Recently Completed Financial Year⁽¹⁾

	Security		Performance or		Estimates Future Payouts Under
	Units or		Other Period		Non-Securities — Price Based Plans
	Other		Until Maturity or
Name	Rights		Payout(3)		Threshold		Target		Maximum
					($)		($)		($)
M.A. Grandin(2)		n/a		n/a		n/a		n/a		n/a
J.L. Popowich(4)		n/a		LTIP/2009		0	$	561,000	$	1,122,000
R.J. Brown		n/a		LTIP/2009		0		272,200		544,500
W.J. Foster(5)		n/a		LTIP/2009		0		177,400		354,800
W.A. Fleming		n/a		LTIP/2009		0		225,000		449,000

Notes:

(1)	See description under “Report on Executive Compensation — Elements of the Compensation Program — Long-Term Incentive Plan”.
(2)	Mr. Grandin does not participate in any long-term incentive plans.
(3)	The performance period is 2006-2008; the payout, if any, will be in the first quarter of 2009.
(4)	Pursuant to the terms of his change in control agreement, Mr. Popowich is entitled to participate in the 2006-2008 LTIP for the period January 1, 2006 to October 31, 2008 and receive a pro rated payment, if any, based on the results of the performance period and the period of his participation.
(5)	Pursuant to the terms of his change in control agreement, Mr. Foster is entitled to participate in the 2006-2008 LTIP and receive a payment, if any, based on the results of the performance period.

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Pension Plans

      Elk Valley Coal maintains an employer-paid defined benefit pension plan (the “Basic Plan”) under which pensions are paid to eligible senior executives and employees at retirement, and to which participants may make additional voluntary contributions. Elk Valley Coal also maintains an employer-paid supplemental pension plan (the “Supplemental Plan”), which pays pensions in excess of the maximum amounts that the Tax Act permits registered pension plans such as the Basic Plan to pay.

Basic Plan

      Under the Basic Plan, the amount of pension is determined in accordance with a formula based on the individual’s years of service, the average of his or her best 36 consecutive months of base salary over the previous 120 months of employment, and the amount of additional voluntary contributions made by the individual, all subject to the maximum monthly pension limit set out in the Tax Act. The normal retirement age under the Basic Plan is 65, but reduced pensions are payable to individuals who retire between the ages of 55 and 65. The pension is payable for the lifetime of the former executive or employee and if the executive or employee has a spouse, continues to the surviving spouse at the rate of 60% unless an alternate form is elected at retirement.

      Effective 2004, Elk Valley Coal amended the Basic Plan to add a defined contribution component. Salaried employees hired on or after January 1, 2004 accrue benefits under the defined contribution component.

Supplemental Plan

      The Supplemental Plan provides pensions based on the same formula as applies to the Basic Plan with a few modifications. However, the pension payable is the amount determined by the Basic Plan formula without the limit imposed by the Tax Act minus the pension payable under the Basic Plan. Among the modifications to the formula is the inclusion of a portion of an executive’s average STIP awards in final average compensation.

      Effective 2004, Elk Valley Coal amended the Supplemental Plan to add a defined contribution component, under which notional amounts are accumulated in excess of the limit imposed by the Tax Act for salaried employees hired on or after January 1, 2004.

      The following table shows the total annual benefit payable under the defined benefit components of the Basic Plan and the Supplemental Plan to participants in the specified compensation and years of service categories, assuming retirement at age 65:

		Annual Pension Payable Upon Retirement at Normal Retirement Age(1)
Annual Average		Years of Service
Remuneration
Covered		15		20		25		30		35		40		45
($)		($)
	200,000		47,908		63,877		79,846		95,815		111,784		123,784		135,784
	300,000		73,408		97,877		122,346		146,815		171,284		189,284		207,284
	400,000		98,908		131,877		164,846		197,815		230,784		254,784		278,784
	500,000		124,408		165,877		207,346		248,815		290,284		320,284		350,284
	600,000		149,908		199,877		249,846		299,815		349,784		385,784		421,784
	700,000		175,408		233,877		292,346		350,815		409,284		451,284		493,284
	800,000		200,908		267,877		334,846		401,815		468,784		516,784		564,784
	900,000		226,408		301,877		377,346		452,815		528,284		582,284		636,284
	1,000,000		251,908		335,877		419,846		503,815		587,784		647,784		707,784

Note:

(1) Above amounts do not include, and will not be offset by, Canada Pension Plan benefits.

     Mr. Grandin does not participate in the Basic Plan or the Supplemental Plan. Mr. Brown became a participant in the Basic Plan and the Supplemental Plan on October 3, 2005, under the defined contribution components. The Named Executive Officers participating in the defined benefit component of the Basic Plan as at December 31, 2006 were Mr. Foster and Mr. Fleming. Mr. Foster had 18 years of credited service as at December 31, 2006. He resigned effective January 2, 2007. Mr. Fleming had 11 years of credited service as at December 31, 2006 and will have 28 years of credited service if he continues to participate in the plan until age 65.

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      The following table provides additional information beyond applicable disclosure requirements. It shows estimates of pension service costs, accrued pension obligations, and total annual pension benefits under the Basic Plan and the Supplemental Plan for the Named Executive Officers. The pension costs for the Named Executive Officers are paid by EVCP.

			Accrued Pension		Annual Pension
	2006 Pension Service		Obligations at		Benefits Payable
	Costs(1)(2)		December 31, 2006(1)(3)		at Age 65(1)(4)
	$		$		$
Mr. Popowich		175,000		8,678,000	537,047
Mr. Brown		27,000		35,000	not applicable
Mr. Foster		72,000		1,406,000	144,747
Mr. Fleming		53,000		631,000	163,714

Notes:

(1)	Portions of the pension benefits reflected in this table do not vest until the Named Executive Officer reaches age 55, except in the case of death or involuntary termination of employment without cause. Amounts reflected in this table are estimated based on assumptions regarding contractual entitlements and both the assumptions and the contractual entitlements may change over time. Methods and assumptions used in determining the amounts in this table may differ from those used by other employers, so amounts may not be directly comparable with amounts disclosed by other employers.
(2)	For a Named Executive Officer who participates in the defined benefit components of the Basic Plan and the Supplemental Plan, service cost is the actuarial value of the portion of the Named Executive Officer’s projected pension earned for service in the year, determined using the same actuarial methods and assumptions as used by Elk Valley Coal in determining its year-end pension plan liabilities in accordance with generally accepted accounting principles. For a Named Executive Officer who participates in the defined contribution components of the Basic Plan and the Supplemental Plan, service cost is Elk Valley Coal’s contributions in the year in respect of the Named Executive Officer, including notional contributions credited under the Supplemental Plan.
(3)	For a Named Executive Officer who participates in the defined benefit components of the Basic Plan and the Supplemental Plan, accrued obligation is the actuarial value of the Named Executive Officer’s projected pension earned for service to December 31, 2006, determined using the same actuarial methods and assumptions as used by Elk Valley Coal in determining its year-end pension plan liabilities in accordance with generally accepted accounting principles. For a Named Executive Officer who participates in the defined contribution components of the Basic Plan and the Supplemental Plan, accrued obligation is Elk Valley Coal’s accumulated contributions in respect of the Named Executive Officer at December 31, 2006, including the notional amount accumulated under the Supplemental Plan.
(4)	Except in the case of Mr. Popowich, these amounts are determined assuming (i) the Named Executive Officer continues to accrue service under the defined benefit components of the Basic Plan and the Supplemental Plan until retirement at age 65, and (ii) the Named Executive Officer’s compensation remains at its current level, including the average STIP awards included in final average compensation under the defined benefit component of the Supplemental Plan. In the case of Mr. Popowich, this amount is the portion of the pensions he is receiving under the defined benefit components of the Basic Plan and the Supplemental Plan as of December 31, 2006 that will continue after age 65. These amounts do not apply to a Named Executive Officer who participates in the defined contribution components of the Basic Plan and the Supplemental Plan.

Composition of the Compensation Committee

      The Declaration of Trust requires the Trustees to appoint a Governance Committee comprised of Independent Trustees which is responsible for, among other things, establishing Trustee compensation. The Memorandum and Articles of Association of Fording ULC requires the Directors to appoint a Governance Committee comprised of ULC Independent Directors which is responsible for establishing Director compensation. Each of these committees has a charter that meets applicable Canadian and United States requirements. The committee charters are available at www.fording.ca/governance.

      The proposed compensation of the Elk Valley Coal executives including the Elk Valley Coal executives that also serve as officers of the Trust and Fording ULC, is determined by the managing partner of Elk Valley Coal and is reviewed by the Governance Committee of Fording ULC, with the assistance of a market data report and analysis prepared by an external independent compensation consultant, as part of the annual budget approval process by the partners of Elk Valley Coal. The Governance Committee makes recommendations to the Board of Directors having regard to the best interests of Elk Valley Coal with regard to the Elk Valley Coal compensation.

      This Report on Executive Compensation is made by the Governance Committees of the Trust and Fording ULC:

Trust	Fording ULC
John B. Zaozirny (Chair)	Richard T. Mahler (Chair)
Peter Valentine	Thomas J. O’Neil
Michael S. Parrett	Harry G. Schaefer

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TOTAL CUMULATIVE RETURN

      The following chart compares the total cumulative Unitholder return for $100 invested in Units for the period commencing February 28, 2003 and ending on December 31, 2006, to the cumulative total return of the S&P/ TSX Composite Index for the same period (assuming reinvestment of distributions).

Comparison of Cumulative Total Return

			S&P/TSX
	FDG.UN		Composite Index
28-Feb-03	$	100.00	$	100.00
31-Mar-03	$	97.20	$	97.00
30-Jun-03	$	87.99	$	107.00
30-Sep-03	$	109.63	$	115.00
31-Dec-03	$	175.26	$	127.00
31-Mar-04	$	204.03	$	134.00
30-Jun-04	$	223.05	$	134.00
30-Sep-04	$	283.11	$	136.00
31-Dec-04	$	377.08	$	146.00
31-Mar-05	$	473.22	$	152.00
30-Jun-05	$	472.24	$	158.00
30-Sep-05	$	650.02	$	176.00
31-Dec-05	$	569.24	$	181.00
31-Mar-06	$	637.73	$	187.00
30-Jun-06	$	506.50	$	179.00
30-Sep-06	$	438.23	$	182.00
31-Dec-06	$	370.63	$	199.00

Note: Assuming investment of $100 on February 28, 2003 and reinvestment of quarterly distributions

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

					Number of securities remaining
	Number of securities to be		Weighted-average		available for future issuance
	issued upon exercise of		exercise price of		under equity compensation
	outstanding options,		outstanding options,		plans (excluding securities
	warrants and rights(1)		warrants and rights		reflected in column (a))
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by securityholders		24,558	$	3.87		nil
Equity compensation plans not approved by securityholders		nil		nil		nil
Total(2)		24,558	$	3.87		nil

Notes:

(1)

Securities under option described in this column are exchange options issued under the Trust’s exchange option plan (the “Exchange Option Plan”) established in connection with the 2003 Arrangement. The sole purpose of the Exchange Option Plan was to issue the exchange options in order to preserve the existing rights of Old Fording optionholders following completion of the 2003 Arrangement. No new option grants are permitted under the Exchange Option Plan. Total includes exchange options granted under the Exchange Option Plan in exchange for outstanding Old Fording options that were granted as replacement options to holders of Canadian Pacific Limited options under the Canadian Pacific Limited key employee stock option plan who were not employees of Old Fording when Canadian Pacific Limited was divided into five public companies, including Old Fording, in October 2001.

(2)

As at March 1, 2007.

GOVERNANCE

      The Trustees, Directors and officers value effective governance and are committed to conducting the affairs of the Trust based on a foundation of trust, integrity and ethical behaviour. They believe that a strong, effective and independent governance structure plays a crucial role in protecting the interests of Unitholders and maximizing the value that Unitholders receive from their investment in the Trust. Accordingly, the Trustees, Directors and officers strive to foster a culture that demands honest, reliable and responsible practices and continue to develop systems and procedures having regard for best practices that are appropriate for the Trust.

      Regulators in Canada and in the United States have adopted a number of corporate governance guidelines that address such matters as the constitution and independence of, and the functions to be performed by, a board of directors and its committees. Information describing the Trust’s governance practices with respect to the various matters addressed by the guidelines is attached to this Information Circular as Appendix “A”, including disclosure required by the Canadian Securities Administrators and applicable Canadian securities laws, applicable NYSE requirements and the Sarbanes-Oxley Act of 2002. The Trust’s Corporate Governance Guidelines and committees’ charters are available at the Trust’s website at www.fording.ca.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

      Warren S. R. Seyffert is a nominee for election as a Trustee and Donald R. Lindsay and David A. Thompson are Directors. Such individuals are also directors and/or officers of Teck Cominco, the managing partner of Elk Valley Coal, which is Fording ULC’s principal investment. The Trust, Fording ULC, and Teck Cominco are parties to an amended and restated governance agreement, which entitles Teck Cominco to nominate one individual for election as a Trustee and one individual for approval as a Director. See “Election of Trustees” and “Approval of Election of Directors of ULC”.

MANAGEMENT CONTRACTS

      The Trust and Fording ULC do not employ any employees or contract with any management services company or similar entity for management of the Trust or Fording ULC.

      Services agreements entered into at the time of the 2003 Arrangement require Elk Valley Coal to make members of its executive personnel available to serve as officers (other than as the Chair and Chief Executive Officer) of the

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Trust and Fording ULC, respectively. The provision of an Elk Valley Coal executive to serve as an officer of the Trust or of Fording ULC is subject, in the case of the Trust, to the approval of the Independent Trustees and, in the case of Fording ULC, to the approval of the Independent Directors. The employment costs of these executives are paid by Elk Valley Coal. However, if any executive spends a significant amount of his or her time in a year on the business of the Trust and/or Fording ULC, then the employment costs for that executive will be allocated between the Trust, Fording ULC and Elk Valley Coal based on the time spent on the respective affairs and businesses of those entities during the year. In 2006, Elk Valley Coal paid 100% of the employment costs of the Named Executive Officers other than Michael A. Grandin who served as Chair and Chief Executive Officer of the Trust and Fording ULC.

      The initial term of the services agreements with Elk Valley Coal ends on February 29, 2008, but such agreements are renewable for two consecutive terms of five years at the option of the Trust or Fording ULC, as applicable. In addition, the Trust or Fording ULC, as applicable, may terminate the services agreement to which they are a party on the provision of 90 days written notice to Elk Valley Coal. Elk Valley Coal shares offices with the Trust and Fording ULC at Suite 1000, Fording Place, 205 — 9th Avenue SE in Calgary, Alberta T2G 0R3.

UNITHOLDER PROPOSALS

      Any notice of a Unitholder proposal intended to be raised at the 2008 Annual Meeting of Unitholders must be submitted to the Trust at its registered office, to the attention of the Trust Secretary, on or before December 7, 2007 to be considered for inclusion in the Notice of Meeting and Management Information Circular for the 2008 Annual Meeting of Unitholders.

AUDITORS, TRANSFER AGENT AND REGISTRAR

      The auditor of the Trust is PricewaterhouseCoopers LLP, Chartered Accountants. Computershare Trust Company of Canada is the transfer agent and registrar for the Units at its principal offices in Calgary, Alberta; Toronto, Ontario; Montreal, Quebec; Vancouver, British Columbia; and New York, New York.

ADDITIONAL INFORMATION

      Additional financial information is provided in the Trust’s comparative financial statements and management’s discussion and analysis (“MD&A”) for its most recently completed financial year.

      A copy of the Trust’s Annual Review for the year ended December 31, 2006, which includes its annual financial statements and MD&A is available at www.fording.ca. The Trust will provide to any person or company, upon request to the Trust Secretary at the address stated below, a copy of its most recent Annual Information Form, together with a copy of any document, or any pertinent pages of any document, incorporated therein by reference. Additional disclosure relating to the Trust is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml.

      Suite 1000, 205 – 9th Avenue SE, Calgary, Alberta T2G 0R3, Attention: Trust Secretary.

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APPENDIX “A”

CORPORATE GOVERNANCE PRACTICES — NATIONAL INSTRUMENT 58-101 —

DISCLOSURE OF CORPORATE GOVERNANCE PRACTICE

Composition of the Trustees and Board of Directors

Number of Trustees/ Directors

      The Declaration of Trust requires that there be no fewer than seven and no more than nine Trustees. The Governance Committee of the Trustees, as part of its annual assessment of Trustee effectiveness, considers and makes a recommendation on the number of Trustees at the time it makes its recommendation of nominees for election as Trustees. In 2006, the Trustees determined that there should be seven Trustees.

      The Memorandum and Articles of Association of Fording ULC require that there be no fewer than seven and no more than nine Directors. The Governance Committee of the Board of Directors, as part of its annual assessment of board effectiveness, considers and makes a recommendation on the number of Directors at the time it makes its recommendation of nominees for election as Directors. In 2006, the Board of Directors determined that the Board of Directors should be comprised of nine members.

      In 2006, three individuals who were Trustees also served as Directors: Michael A. Grandin, Harry Schaefer and Michael S. Parrett. Serving in both capacities is permissible provided a majority of Directors are not also Trustees. This arrangement contributes to the efficiency of governance processes.

Separation of Chair and Chief Executive Officer Positions

      The Declaration of Trust and the Memorandum and Articles of Association of Fording ULC provide for the Chair and Chief Executive Officer of each of the Trust and Fording ULC to be appointed from the Independent Trustees and the Independent Directors, respectively. As the appointment of the Chief Executive Officer results in the incumbent being an officer of the Trust and Fording ULC, the Trustee or Director appointed to the position no longer meets the technical definition of “independence” set forth in Multilateral Instrument 52-110 — Audit Committees. However, the Chief Executive Officer is not an officer of Elk Valley Coal or of any of its subsidiaries and is not responsible for the day-to-day management of the affairs of the Trust or the business and affairs of Fording ULC, which rests with the President. Accordingly, it is not necessary that the position of Chair and the position of Chief Executive Officer of either the Trust or Fording ULC be held by separate individuals in order to enhance the independence of the Trustees and the Board of Directors from management of the Trust and Fording ULC and their subsidiaries. Michael A. Grandin has served as Chair and Chief Executive Officer of each of the Trust and Fording ULC since the formation of the Trust in 2003 and the incorporation of Fording ULC in 2005.

Independence

      A majority of the Trustees and a majority of Directors are independent, as recommended by National Policy 58-201 — Corporate Governance Guidelines (“NP 58-201”), and in compliance with applicable NYSE rules. Five of the current seven Trustees and six of the current nine Directors have been determined to be independent as follows:

Trustees		Directors
Independent	Related	Independent	Related
Michael S. Parrett	Lloyd I. Barber	Dawn L. Farrell	Michael A. Grandin
Donald A. Pether	Michael A. Grandin	Richard T. Mahler	Donald R. Lindsay
Harry G. Schaefer		Thomas J. O’Neil	David A. Thompson
Peter Valentine		Michael S. Parrett
John B. Zaozirny		L.I. Prillaman
		Harry G. Schaefer

      See the NYSE checklist below for an explanation of the determination of independence that the Trustees and Board of Directors have made in respect of each Trustee and Director.

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Interlocking Directorships

      The table below lists the Trustees and Directors who serve together on boards of other public issuers:

Company	Trustee or Director
Teck Cominco Limited	Mr. Warren Seyffert, Mr. Donald Lindsay and Mr. David Thompson
Pengrowth Corporation	Mr. Michael Parrett and Mr. John Zaozirny
IPSCO Inc.	Mr. Michael Grandin and Mr. John Zaozirny

Meetings of Independent Trustees and Directors

      The Independent Trustees and the Independent Directors hold regularly scheduled meetings at which the related Trustees and Directors and management are not present. The Independent Trustees and the Independent Directors each met five times in 2006.

Trustees’ and Board of Directors’ Mandates

      The Trustees have developed and approved a written mandate for the Trustees, which is attached as Schedule “A” to this Statement of Governance Practices, and comprehensive Corporate Governance Guidelines. The Trustees have also clearly defined the limits of management authority by adopting General Authority Guidelines that:

(a)	delegate responsibility to the Chief Executive Officer of the Trust for the overall management of the Trust;
(b)	identify matters which require specific authorization by the Trustees or one of the Trustees’ committees; and
(c)	identify matters which will be subject to periodic review by the Trustees or one of the Trustees’ committees including reviewing the executive succession plans annually.

      The Board of Directors have adopted the same procedures and established similar authority guidelines for the Chief Executive Officer of Fording ULC.

      The Corporate Governance Guidelines and the General Authority Guidelines for both the Trust and Fording ULC can both be found on the Trust’s website at www.fording.ca.

Position Descriptions

      The Trustees have developed and approved a position description for the Chair and Chief Executive Officer of the Trust, which complies with the requirements established in the mandate for the Trustees. The Governance Committee of the Trustees annually reviews the position description and conducts an annual review of the performance of the Chair and Chief Executive Officer of the Trust.

      The Board of Directors has developed and approved a position description for the Chair and Chief Executive Officer of Fording ULC and has adopted similar processes to those of the Trust with respect to the mandate of the Board of Directors and position description for, and annual review of the performance of, the Chair and Chief Executive Officer of Fording ULC.

      Position descriptions for the chair of each committee are included in each committee charter. In addition, the responsibilities of committee chairs are addressed in the Corporate Governance Guidelines.

Trustee and Director Orientation and Continuing Education

      The Governance Committee of the Trust is responsible for the orientation and education of new Trustees and the continuing education of current Trustees. The Governance Committee of Fording ULC is responsible for the orientation and education of new Directors and the continuing education of current Directors.

      New Trustees and Directors are invited to participate in orientation tours of Elk Valley Coal’s mining operations hosted by the Chief Executive Officer of Elk Valley Coal. A comprehensive review of the businesses in which the Trust has invested is conducted annually as part of the strategic planning process. Trustees and Directors have access to an online reference library which contains the Declaration of Trust, governance guidelines, committee charters, Trustee

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and Director policies, the Joint Code of Business Conduct, material agreements and investor and Unitholder information. Trustees and Directors are provided with memberships in the Institute of Corporate Directors or a similar organization to provide such persons with access to relevant continuing education courses and materials.

      In addition, continuing education presentations are provided throughout the year in conjunction with regularly scheduled Trustees and Board of Directors meetings. In 2006, such presentations included:

• Reclamation management, including a tour of the reclaimed sites at the Cardinal River Mine (Environment, Health and Safety Committee)

• Site safety initiatives (Environment Health & Safety Committee)

• Overview of the Steelmaking Industry — Mr. Robert Milbourne (Consultant)

• Cardinal River Mine/ Operations — Tour and Presentations

• Duties of Trustees — Seminar by Osler, Hoskin & Harcourt LLP

• Bill 198 — Seminar by Osler, Hoskin & Harcourt LLP

• Site Controller Presentations (Audit Committee)

• Transportation Presentation by external advisors

• Aboriginal Affairs and Permitting

• Royalty Reorganization

Code of Business Conduct and Ethics

      The Trustees and the Board of Directors have adopted a Joint Code of Business Conduct for the Trustees, Directors, officers, and any employees of the Trust and its subsidiaries. The Code is reviewed annually to ensure that it meets current regulations and governance standards. The Audit Committee charter requires that each Trustee, Director and officer annually report on compliance with the Code. All other employees are required to report on compliance and reconfirm their obligations under the Code at least every three years. Compliance issues are ultimately reported to the Trustees or Board of Directors, as applicable.

      In compliance with the Elk Valley Coal partnership agreement, Elk Valley Coal has adopted and implemented a code of conduct acceptable to the Independent Directors with respect to the officers and employees of Elk Valley Coal and the directors, officers and employees of Elk Valley Coal’s subsidiaries.

      The Joint Code of Business Conduct is available at the Trust’s website at www.fording.ca.

Encouraging Ethical Conduct

      In addition to the foregoing, the Trust has adopted a Whistleblower Policy and established a whistleblower hotline. The hotline is operated by a third party service provider to provide an anonymous way for employees and others to report unethical behaviour. The Whistleblower Policy and related information can be found on the Trust’s website at www.fording.ca.

Conflicts of Interest

      The Declaration of Trust and the Memorandum and Articles of Association of Fording ULC contain procedures to be followed by Trustees, Directors and officers in cases of conflict of interest, in order to preserve the independence of the body considering transactions and agreements in respect of which a Trustee, Director or officer has a material interest. Generally, these provisions require Trustees, Directors and officers to disclose all actual or potential conflicts of interest and refrain from voting on matters in which the Trustee, Director or officer has a conflict of interest. In addition, the Trustee or Director, as applicable, is required to excuse himself or herself from any discussion or decision on any matter in which he or she is precluded from voting as a result of a conflict of interest or which otherwise affects his or her personal, business or professional interests.

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Nomination and Compensation

Nomination Process

      The Trustees have delegated to their Governance Committee the responsibility for identifying candidates to serve as Trustees and recommending qualified Trustee candidates to be nominated for election as Trustee. The Board of Directors has delegated to its Governance Committee the same responsibilities in relation to the Directors.

      The Governance Committees have developed a skill set matrix for the optimal composition of both the Trustees of the Trust and the Board of Directors of Fording ULC. The matrix compares the range of skills of the current incumbents in areas such as CEO or CFO experience, financial expertise, operations and logistics management, mergers and acquisitions, and safety and human resource management, with those of an optimal board composition. The matrix is used to assist in the selection of potential candidates that will bring needed experience and expertise to the position. For example, in 2006 the Committees identified rail transportation and steel industry expertise as priorities and, with the assistance of an external search firm specializing in the recruitment of board members, recruited Messrs Pether and Prillaman.

Compensation Process

      The Governance Committee of the Trustees is responsible for making recommendations as to the form and amount of compensation for Trustees. The Governance Committee of the Trustees reviews Trustee compensation annually and formulates its recommendations with the assistance of market information provided by an independent compensation consultant. In reaching its recommendation, the Governance Committee of the Trustees considers the types and amounts of compensation paid to directors and trustees in a comparator group selected by the Governance Committee of the Trustees with the assistance of the independent compensation consultant in light of the risks and responsibilities of being a Trustee. In 2006, the independent compensation consultant was Towers Perrin Human Resource Consultants.

      The Governance Committee of the Board of Directors has the same responsibilities in relation to the Board of Directors and participates in the external review process with the Governance Committee of the Trustees.

      See “Compensation of Trustees and Directors” for the form and amount of compensation paid to Trustees and Directors and the Unit ownership requirements.

      The compensation of the management of Elk Valley Coal, including the executives that also serve as officers of the Trust and Fording ULC, is determined by the managing partner of Elk Valley Coal. The Governance Committee of Fording ULC reviews such determination in light of information provided by Mercer Human Resource Consulting, who is retained by the managing partner of Elk Valley Coal to provide market data.

Committee Membership

      The Governance Committee of the Trustees and the Governance Committee of the Board of Directors are comprised entirely of Independent Trustees and Independent Directors, respectively.

Responsibilities and Powers

      The charter of the Governance Committee of the Trustees describes the Governance Committee’s responsibilities and powers. Generally, the Governance Committee of the Trustees is responsible for:

(a)	overseeing and assessing the functioning of the Trustees and the committees of the Trustees and for making recommendations to the Trustees in respect of the development, implementation and assessment of effective corporate governance principles;
(b)	identifying candidates to serve as a Trustee and recommending to the Trustees qualified Trustee candidates for election at the next annual meeting of Unitholders;
(c)	overseeing Trustee remuneration and compensation together with oversight of the evaluation of the officers; and
(d)	reviewing and/or approving any other matter specifically delegated to the Governance Committee by the Trustees and undertaking on behalf of the Trustees such other corporate governance initiatives as may be

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necessary or desirable to enable the Trustees to provide effective corporate governance for the Trust and contribute to the success of the Trust and enhance unitholder value.

      The Governance Committee of the Board of Directors has the same responsibilities in relation to Directors.

      The full text of the Trustees’ and the Board of Directors’ Governance Committee charters can be found on the Trust’s website at www.fording.ca.

Other Committees and Processes

Environment, Health, and Safety Committee

      The Board of Directors have constituted an Environment, Health and Safety Committee to provide oversight of the environmental, health and safety performance of the operations of Fording ULC and to monitor the environmental, health and safety performance of the Trust’s other subsidiaries. With respect to Elk Valley Coal and its subsidiaries, the Environment, Health and Safety Committee reviews environmental, health and safety performance from the perspective of a non-managing partner and makes recommendations to the managing partner of Elk Valley Coal. The managing partner of Elk Valley Coal retains the responsibility for all environmental, health and safety matters relating to Elk Valley Coal.

      In addition, the Environment, Health and Safety Committee will review and/or approve any other matter specifically delegated to the Environment, Health and Safety Committee by the Board of Directors, undertake on behalf of the Board of Directors such other initiatives as may be necessary or desirable, and review those portions of any public disclosure documents containing significant information relating to matters within the Environment, Health and Safety Committee’s mandate.

      The charter of the Environment, Health and Safety Committee describes its responsibilities and powers. The full text of the charter can be found on the Trust’s website at www.fording.ca.

Engagement of Outside Advisors

      The Trustees have resolved that any Trustee who wishes to engage a non-management advisor to assist on matters involving the Trustee’s responsibilities as a Trustee at the expense of the Trust should review the request with, and obtain the authorization of, the Chair of the Trust, or in the case of a request by the Chair of the Trust, the chair of the Governance Committee of the Trustees. The procedure is set forth in the Trust’s Corporate Governance Guidelines.

      The Board of Directors has adopted a similar procedure in its Corporate Governance Guidelines.

Regular Assessments

      The Governance Committee of the Trustees, as required by its charter, conducts an annual assessment of the overall performance and effectiveness of the Trustees as a whole, of each committee, of the Chair, of each committee chair, and of each Trustee, and reports on such assessments to the Trustees. The objectives of the assessment are to ensure the continued effectiveness of the Trustees in the execution of their responsibilities and to foster a process of continuing improvement.

      The assessment process consists of three parts: a board effectiveness survey which focuses on the processes employed by the Trustees, interviews conducted with each Trustee by the Chair and Chief Executive Officer, and interviews conducted with each Trustee by the Governance Chair in respect of the performance of the Chair and Chief Executive Officer. The Governance Committee considers the results of the questionnaire and interview process in formulating its recommendations on governance to the Trustees. One of the objectives of the Chair and Chief Executive Officer is to ensure implementation of governance recommendations approved by the Trustees.

      The Governance Committee of the Board of Directors has the same responsibilities and employs similar processes in relation to assessing the performance and effectiveness of the Board of Directors, committees, individual Directors and the Chair and Chief Executive Officer.

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Other Directorships

      A number of Trustees and Directors are currently directors or trustees of other reporting issuers. See “Election of Trustees — Information Regarding Nominees for Election as Trustees” and “Approval of Election of Directors of Fording ULC — Information Regarding Nominees for Approval as Directors”.

GOVERNANCE PRACTICES — NYSE CORPORATE GOVERNANCE RULES

	Does the
NYSE Corporate Governance Rules	Trust Align?	Governance Procedures for Fording Canadian Coal Trust
The Trustees and Board of Directors must affirmatively determine each Trustee’s and Director’s independence and disclose those determinations.	ü	The Trustees are responsible for determining whether a Trustee is a “related” Trustee. The Trustees have assessed the materiality of each Trustee’s relationship with the Trust, Fording ULC and Elk Valley Coal, giving broad consideration to all relevant facts and circumstances, and have determined that the following Trustees are “related”: •   Mr. Grandin is related because he holds the office of Chief Executive Officer. •   Dr. Barber is related as he is a director of Teck Cominco which is the managing partner of Elk Valley Coal which is the principal investment of the Trust. The Trustees have affirmatively determined that each of the remaining Trustees is independent. The Board of Directors is responsible for determining whether a Director is a “related” Director. The Board of Directors has assessed the materiality of each Director’s relationship with the Trust, Fording ULC and Elk Valley Coal, giving broad consideration to all relevant facts and circumstances, and has determined the following Directors are “related”: •   Mr. Grandin is related because he holds the office of Chief Executive Officer. •   Mr. Thompson is related as he is a director of Teck Cominco which is the managing partner of Elk Valley Coal, which is the principal investment of the Trust. •   Mr. Lindsay is related as he is President, Chief Executive Officer and a director of Teck Cominco which is the managing partner of Elk Valley Coal, which is the principal investment of the Trust. The Board of Directors has affirmatively determined that each of the remaining Directors is independent.
A majority of the Trustees and Directors must be independent.	ü	A majority of Trustees and Directors are independent. Five of the seven Trustees and six of nine Directors are independent. The Declaration of Trust requires that a majority of Trustees be independent. In addition, Unitholders of the Trust are entitled to approve the election of the Directors. Like the Trust, a majority of the Directors must be independent. The definition of independence set forth in the Declaration of Trust is more stringent than the definition set forth in National Instrument 58-101 — Disclosure of Corporate Governance Practices and applicable NYSE rules.

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	Does the
NYSE Corporate Governance Rules	Trust Align?	Governance Procedures for Fording Canadian Coal Trust
Non-management Trustees and Directors must meet at regularly scheduled executive sessions without management.	ü	Neither the Trust nor Fording ULC has any management employees. Services agreements made at the time of the 2003 Arrangement require Elk Valley Coal to make members of its executive personnel available to serve as officers (other than as the Chair and Chief Executive Officer) of the Trust and Fording ULC, respectively. No Trustee or Director is an employee of Elk Valley Coal or member of its executive personnel. To ensure the independence of the Trust and Fording ULC from Elk Valley Coal under these arrangements, a Trustee selected by the Independent Trustees serves as Chair and Chief Executive Officer of the Trust and a Director selected by the Independent Directors serves as Chair and Chief Executive Officer of Fording ULC. The Chair and Chief Executive Officer receives compensation as a Trustee or Director, as applicable, and does not participate in the compensation plans or pension arrangements of the Elk Valley Coal executive personnel. During regularly scheduled meetings of the Trustees and the Board of Directors, the Independent Trustees and the Independent Directors meet without related Trustees and Directors present and without management present. The Independent Trustees and Independent Directors met five times during 2006, including a strategy session. The Corporate Governance Guidelines of the Trustees and the Board of Directors provide for in camera sessions without members of management present to be held in conjunction with every scheduled meeting. Matters arising from in camera sessions are communicated to management, as appropriate, by the Trustees or Directors.
There must be a nominating/ corporate governance committee composed entirely of independent Trustees/ Directors; and the nominating/ corporate governance committee must have a written charter that addresses: (i) the committee’s purpose and responsibilities; and (ii) an annual performance evaluation.	ü	The Trustees have established a Governance Committee comprised entirely of Independent Trustees that is responsible for identifying candidates to serve as Trustees and recommending qualified Trustee candidates to be nominated for election as Trustees. The charter of the Governance Committee of the Trustees, which outlines the Committee’s responsibilities and powers, is available on the Trust’s website at www.fording.ca. The charter requires that the Governance Committee of the Trustees conduct annual surveys of Trustees with respect to their views on the effectiveness of the Trustees, the Chair and Chief Executive Officer, each committee of the Trustees, and its Chair and individual Trustees, as applicable. The Governance Committee of the Trustees reviews the results of the annual surveys, attendance at Trustee and committee meetings, competencies and skills each individual is expected to bring to the Trust, and each Trustee’s overall contribution. The charter also requires that the Governance Committee of the Trustees conduct an annual assessment of the overall

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	Does the
NYSE Corporate Governance Rules	Trust Align?	Governance Procedures for Fording Canadian Coal Trust
		performance and effectiveness of the Trustees, as a whole, each of its committees, the Chair, each committee chair and each Trustee and report on such assessments to the Trustees. The objective of the assessments is to ensure the continued effectiveness of the Trustees in the execution of their responsibilities and contribute to a process of continuing improvement. An assessment of the contributions of each Trustee is reviewed in a meeting between the Chair and each Trustee. The Board of Directors has established a Governance Committee comprised entirely of Independent Directors that has the same responsibilities in relation to the Directors. See “Election of Trustees — Information Regarding Nominees for Election as Trustees” and “Approval of Election of Directors of Fording ULC  — Information Regarding Nominees for Approval as Directors” for a list of committee members.
There must be a compensation committee composed entirely of independent Trustees/ Directors and the compensation committee must have a written charter that addresses: (i) the committee’s purpose and responsibilities; and (ii) an annual performance evaluation.	ü	The Governance Committee of the Trustees acts as the compensation committee for the Trust and it is composed entirely of Independent Trustees. See the description of the Governance Committee charter above. The Governance Committee of the Board of Directors acts as the compensation committee for Fording ULC and it is composed entirely of Independent Directors.
The audit committee must have a minimum of three members all of whom are independent; and The audit committee must have a written charter that address: (i) the committee’s purpose and responsibilities; and (ii) an annual performance evaluation.	ü	The Declaration of Trust and the Memorandum and Articles of Association of Fording ULC require that the Audit Committee of each of the Trust and Fording ULC be comprised entirely of Independent Trustees and Independent Directors, respectively. Each Audit Committee is comprised of three members and has a charter which defines its roles and responsibilities. The charters are reviewed annually with the assistance of external counsel to ensure compliance with applicable Canadian and United States guidelines and rules. See “Election of Trustees — Information Regarding Nominees for Election as Trustees” and “Approval of Election of Directors of Fording ULC — Information Regarding Nominees for Approval as Directors” for a list of committee members. All members of each Audit Committee must be “financially literate” (as that term is interpreted by the Trustees and the Board of Directors, as the case may be, in their business judgment, with reference to Multilateral Instrument 52-110 — Audit Committees and applicable NYSE rules), or must become financially literate within a reasonable period of time after appointment to the Audit Committee. At least one member of each Audit Committee must also have “accounting or related financial management expertise” as determined by the Trustees or Board of Directors, as the

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	Does the
NYSE Corporate Governance Rules	Trust Align?	Governance Procedures for Fording Canadian Coal Trust
		case may be, in their business judgment. The Governance Committees, in accordance with their charters, evaluate the performance of each of the Audit Committees, their respective Chairs, and their respective Audit Committee members annually.
The Trust must have an internal audit function.	ü	The Trustees and the Board of Directors are responsible for determining the appropriate internal audit function and processes for the Trust and Fording ULC. The Board of Directors oversees the internal audit function for Elk Valley Coal and receives and reviews internal audit reports prepared by the managing partner’s internal auditors in respect of Elk Valley Coal’s operations. The Trust’s investment in Elk Valley Coal is its only material asset and the Trust’s proportional interest in Elk Valley Coal is included in the consolidated financial statements of the Trust.
The Trust must adopt and disclose corporate governance guidelines.	ü	The Governance Committee of the Trustees is responsible for developing recommendations in respect of corporate governance guidelines in response to corporate governance issues and monitoring adherence to approved guidelines. The Governance Committee of the Trustees is also responsible for this report on Governance Practices. The Corporate Governance Guidelines are available at the Trust’s website at www.fording.ca. The Governance Committee of the Board of Directors has the same responsibilities in relation to the Board of Directors and has reviewed the contents of this report on Governance Practices.
The Trust must adopt and disclose a code of business conduct and ethics.	ü	The Trustees and Directors have adopted a Joint Code of Business Conduct for the Trust, Fording ULC, and their subsidiaries. The Joint Code of Business Conduct is available at the Trust’s website at www.fording.ca. In compliance with the Elk Valley Coal partnership agreement, Elk Valley Coal has adopted and implemented a code of conduct acceptable to the Independent Directors with respect to officers and employees of Elk Valley Coal and the directors, officers and employees of Elk Valley Coal’s subsidiaries.

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GOVERNANCE PRACTICES — SARBANES-OXLEY ACT AND RELATED U.S. REQUIREMENTS

Sarbanes-Oxley Act and	Does the
Related U.S. Requirements	Trust Align?	Governance Procedures for Fording Canadian Coal Trust
The President and the CFO must certify among other things, that the financial statements and other financial information contained in the Trust’s annual report filed with the United States Securities and Exchange Commission (the “SEC”) fairly present the financial condition of the Trust.	ü	The Trust prepares and files annually President and CFO certifications certifying that the financial statements and other financial information contained in the Trust’s annual report filed with the SEC on Form 40-F fairly present the financial condition of the Trust. The Trust has formal due diligence and control procedures designed to ensure that all material financial information is included in its financial statements and other reported financial information.
The President and the CFO must certify, among other things, that the Trust’s annual report filed with the SEC: (i) does not contain an untrue statement of material fact; and (ii) that the financial information in its annual filing fairly presents the financial condition of the Trust.	ü	The Trust prepares and files annually President and CFO certifications certifying, that the Trust’s annual report filed with the SEC on Form 40-F does not contain an untrue statement of material fact, and that the financial information in its annual filing fairly presents the financial condition of the Trust. The Trust has formal due diligence and other procedures designed to ensure that its public disclosure is accurate and that all material financial information is included in its financial statements and other reported financial information.
The Trust must disclose the President’s and CFO’s conclusions on the effectiveness of the Trust’s disclosure controls and procedures.	ü	As part of the certification process relating to the material that is filed with the SEC, including consolidated financial statements, the President and the CFO certify that they are satisfied with the effectiveness of the Trust’s disclosure controls and procedures. In 2006, the Trust’s disclosure controls were tested by an external audit firm and the results were provided to the Joint Trust and Fording ULC Disclosure Committee, which is comprised of Elk Valley Coal’s senior management and the officers of the Trust. The Joint Trust and Fording ULC Disclosure Committee provided its report to the President and the CFO, as well as the Trustees and Directors, confirming that appropriate disclosure controls exist and are operating effectively.
The Trust must have disclosure controls and procedures to ensure that all material information flows to those persons responsible for the Trust’s public disclosures.	ü	The Trustees and Directors have approved a Joint Trust and Fording ULC Disclosure Committee charter. That charter outlines the membership of the Disclosure Committee, which is comprised of the Trust’s officers and Elk Valley Coal’s senior management. The charter outlines the duties of the Disclosure Committee and provides that all disclosure made by the Trust to its Unitholders or to the broader investment community must be accurate and complete, fairly present in all material respects the Trust’s financial condition and its results of operation, and is made on a timely basis and in compliance with applicable laws, rules, and regulations.

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Sarbanes-Oxley Act and	Does the
Related U.S. Requirements	Trust Align?	Governance Procedures for Fording Canadian Coal Trust
		The role of the Disclosure Committee, together with the Disclosure Policy of the Trust and Fording ULC that has been approved by the Trustees and Directors, is intended to foster an environment where information flows upward within the organization to the Disclosure Committee and to the President and CFO.
The Trust must have a written code of ethics and conduct applicable to senior financial officers and the President, and must disclose any waivers of the code.	ü	The Trustees and the Board of Directors have adopted a Joint Code of Business Conduct that applies to all Trustees, Directors, and officers of the Trust and Fording ULC. The Independent Directors have also approved Elk Valley Coal’s Code of Business Conduct that applies to the employees of Elk Valley Coal. There have been no waivers of either Code.
The Trust must disclose the identity of the financial expert on the audit committee.	ü	All members of the Audit Committee of the Trustees and the Audit Committee of the Board of Directors are “financially literate” as that term is interpreted by the Trustees and the Board of Directors, as the case may be, in their business judgment, with reference to Multilateral Instrument 52-110 — Audit Committees and applicable NYSE rules. At least one member of each Audit Committee must also have “accounting or related financial management expertise” as determined by the Trustees or Board of Directors, as the case may be, in their business judgment. The Trustees and Directors have determined that Mr. Harry Schaefer, Chair of the Audit Committees of the Trustees and the Board of Directors, is an audit committee financial expert.
The Audit Committee must establish policies and procedures for pre- approval of audit and permitted non- audit services.	ü	The Audit Committee of the Trustees and the Audit Committee of the Board of Directors have established policies and procedures for pre-approval of audit and permitted non-audit services.
The Trust must have in place procedures for the treatment of complaints regarding, and for the submission by employees of complaints relating to, accounting and auditing matters.	ü	The Trust has adopted a whistleblower policy. This policy contains procedures for the receipt and treatment of complaints regarding accounting, internal accounting controls and auditing matters, as well as environmental, health, and safety concerns. The Trust also has a whistleblower hotline that allows for the confidential submission by employees, Unitholders, and other third parties of concerns relating to such matters. The whistleblower policy and details regarding the whistleblower hotline can be found at the Trust’s website at www.fording.ca.
The Trust must have a process in place to protect employees who have provided information or assisted in an investigation of securities fraud or related crimes.	ü	The Trust’s whistleblower policy provides for the protection of employees who raise such issues or assist in their investigation.

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TRUSTEE/DIRECTOR INDEPENDENCE STANDARDS

      A majority of the Trustees and Directors are independent, as required by the CSA’s National Policy 58-201 — Corporate Governance Guidelines (“NP 58-201”) and applicable NYSE listed company corporate governance rules. To be considered to be independent under these rules, the Trustees and the Directors must determine that a Trustee or Director has no direct or indirect material relationship with the Trust, Fording ULC or Elk Valley Coal. A material relationship is a relationship that could, in the view of the Trustees and Directors, be reasonably expected to interfere with the exercise of a Trustee’s or Director’s judgment independent of management. In certain circumstances, a Trustee or Director will be deemed to be not independent.

      In order to determine if a Trustee or Director is independent, the Trustees and Directors complete a relatedness survey that is based on NP 58-201 and applicable NYSE rules. Based on the responses that are received, a determination is made with the assistance of management and external counsel.

      The survey tests independence by asking the Trustees and Directors if any of the following apply to them:

With respect to NP 58-201:

1.	A director is independent if the member has no direct or indirect material relationship with the issuer.
2.	A material relationship is a relationship which could, in the view of the issuer’s board of directors, reasonably interfere with the exercise of a member’s independent judgment.
3.	Despite subsection (2), the following individuals are considered to have a material relationship with an issuer if:

(a)	an individual who is, or has been, an employee or executive officer of the issuer, unless the prescribed period(1) has elapsed since the end of the service of employment;
(b)	an individual whose immediate family member(2) is, or has been, an executive officer of the issuer, unless the prescribed period(1) has elapsed since the end of the service of employment;
(c)	an individual who is, or has been, an affiliated entity of, a partner of, or employed by, a current or former internal or external auditor of the issuer, unless the prescribed time(1) has elapsed since the person’s relationship with the internal or external auditor, or the auditing relationship, has ended;
(d)	an individual whose immediate family member(2) is, or has been, an affiliated entity of, a partner of, or employed in a professional capacity by, a current or former internal or external auditor of the issuer, unless the prescribed period(1) has elapsed since the person’s relationship with the internal or external auditor, or the auditing relationship, has ended;
(e)	an individual who is, or has been, or whose immediate family member(2) is or has been, employed as an executive officer of any entity if any of the issuer’s current executive officers serve on the entity’s compensation committee, unless the prescribed period(1) has elapsed since the end of the service of employment;
(f)	An individual who:

(i) has a relationship with the issuer pursuant to which the individual may accept, directly or in directly, any consulting, advisory or other compensatory fee from the issuer or any subsidiary entity of the issuer, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee, or as a part-time chair or vice chair of the board or any board committee; or

(1) “Prescribed time” is the shorter of (a) the period commencing on March 30, 2004 and ending immediately prior to the determination required by subsection (3); and (b) the three year period ending immediately prior to the determination required by subsection (3).

(2) “Immediate family member” means an individual’s spouse, parent, child, sibling, mother or father-in-law, son or daughter-in-law, brother or sister-in-law, and anyone (other than an employee of the individual or immediate family member) who shares the individual’s home.

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(ii) receives, or whose immediate family member⁽²⁾ receives, more than $75,000 per year in direct compensation from the issuer, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee, or as a part-time chair or vice chair of the board or any board committee, unless the prescribed period⁽¹⁾ has elapsed since he or she ceased to receive more than $75,000 per year in compensation.

(g) An individual who is an affiliated entity of the issuer or any of its subsidiary entities.

Applicable NYSE rules:

4.	A director who is an employee, or whose immediate family member(1) is an executive officer, of the issuer is not independent until three years after the end of such employment relationship. However, employment as an interim Chairman or CEO does not disqualify a director from being considered independent following that employment.
5.	A director who receives, or whose immediate family member(1) receives, more than $100,000 per year in direct compensation from the issuer, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), is not independent until three years after he or she ceases to receive more than $100,000 per year in such compensation.
6.	A director is not independent if during the previous 3 years:

(a)	the director was affiliated with or employed by, or a member of the director’s immediate family(1) was affiliated with or employed in a professional capacity by, the issuer’s present or former internal or external auditor;
(b)	the director was employed, or a member of the director’s immediate family(1) was employed, as an executive officer of another entity where any of the issuer’s present executives serve on the first mentioned entity’s compensation committee;
(c)	the director was an executive officer or an employee, or a member of the director’s immediate family(1) was an executive officer, of an entity that made payments to, or received payments from, the issuer for property or services in an amount which, in any single fiscal year, exceeded the greater of $1 million, or 2% of such other entity’s consolidated gross revenues.

(1) “Immediate family member” includes your spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters, brothers and sisters-in-law, and anyone (other than employees) who shares your home.

(2) Does not include compensation received by a director for former services as an interim CEO or compensation received by an immediate family member⁽¹⁾ for service as a non-executive employee of the issuer.

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APPENDIX “B”

FORDING CANADIAN COAL TRUST — MANDATE FOR THE BOARD OF TRUSTEES

      The term “Trust” herein shall refer to Fording Canadian Coal Trust and the term “Board” shall refer to the board of trustees of the Trust.

      The Board is elected by the unitholders and is responsible for the stewardship of the affairs of the Trust. The Board seeks to discharge such responsibility by reviewing and discussing the Trust’s investments, and in monitoring the stewardship of Fording (GP) ULC by Fording (GP) ULC’s board of directors, including the discharge of Fording (GP) ULC’s responsibilities as manager of the Trust’s subsidiaries (other than Fording (GP) ULC and its subsidiaries) (collectively, the “Trust Subsidiaries”).

      The Board is responsible for establishing and maintaining a culture of integrity in the conduct of the affairs of the Trust. The Board seeks to discharge this responsibility by satisfying itself as to the integrity of the Chair and Chief Executive Officer and other senior management and by overseeing and monitoring management to ensure a culture of integrity is maintained.

      Although trustees may be elected by the unitholders to bring special expertise or a point of view to Board deliberations, they are not chosen to represent a particular constituency. The best interests of the Trust must be paramount at all times.

Duties of Trustees

      The Board discharges its responsibilities directly and through its committees, the Audit Committee, and the Governance Committee. In addition to these regular committees, the Board may appoint ad hoc committees periodically to address certain issues of a more short-term nature. In addition to the Board’s primary roles of overseeing the affairs of the Trust, principal duties include, but are not limited to the following categories:

Oversight of Trust Officers

1.	The Board has the responsibility for approving the appointment of the Chief Executive Officer and any other officers of the Trust (collectively, the “Trust Officers”), and must satisfy itself as to the integrity of the Officers and that the Officers create a culture of integrity throughout the organization.
2.	The Board has the responsibility of approving the compensation of the Chief Executive Officer and any Trust officers, following a review of the recommendations of the Governance Committee.
3.	The Board has delegated authority to the Chief Executive Officer for the overall management of the Trust, including strategy and operations to ensure the long term success of the Trust and to maximize unitholder value. This delegation is subject to General Authority Guidelines in Schedule “A” that require either prior authorization by the Board or periodic review by the Board in respect of specified matters.
4.	The Board may from time to time delegate authority to the Trust Officers, subject to specified limits. Matters which are outside the scope of the authority delegated to the Trust Officers and material transactions are reviewed by and subject to the prior approval of the Board.

Board Organization

5.

The Board will respond to recommendations received from the Governance Committee, but retains the responsibility for managing its own affairs by giving its approval for its composition, the selection of the Chair of the Board, candidates nominated for election to the Board, committee and committee chair appointments, committee charters and trustee compensation.

6.

The Board may delegate to Board committees matters it is responsible for, including the approval of compensation of the Board and management, the approval of interim financial results, the conduct of performance evaluations and oversight of internal controls systems and disclosure controls and procedures, but the Board retains its oversight function and ultimate responsibility for these matters and all other delegated responsibilities.

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7. The Board has delegated to the Governance Committee responsibility for developing the Trust’s approach to corporate governance, including the development of the Corporate Governance Guidelines.

Monitoring of Financial Performance and Other Financial Reporting Matters

8. As an investor, the Board will review and may question the strategies and plans of Fording (GP) ULC, including Fording (GP) ULC’s strategies and plans for,

(a)	Elk Valley Coal Partnership in Fording (GP) ULC’s capacity as general partner of Fording Limited Partnership; and
(b)	The Trust Subsidiaries, in Fording (GP) ULC’s capacity as manager of the Trust Subsidiaries.

9.	The Board is responsible for considering appropriate measures it may take as an investor in entities in which it has an interest if the performance of any such entity falls short of its goals or other special circumstances warrant.
10.	The Board shall be responsible for approving the audited financial statements of the Trust and the notes and Management’s Discussion and Analysis accompanying such financial statements.
11.	The Board is responsible for reviewing and approving material transactions involving the Trust and those matters which the Board is required to approve under the Declaration of Trust including the payment of distributions, the purchase and issuance of units, acquisitions and dispositions of material assets by the Trust and material expenditures by the Trust.

Policies and Procedures

12. The Board is responsible for:

(a)	approving and monitoring compliance with all significant policies and procedures by which the Trust is operated;
(b)	approving policies and procedures designed to ensure that the Trust operates at all times within applicable laws and regulations and to the highest ethical and moral standards; and
(c)	enforcing obligations of the trustees respecting confidential treatment of the Trust’s proprietary information and Board deliberations.

13. The Board has approved a Joint Disclosure Policy respecting communications to the public.

Communications and Reporting

14. The Board is responsible for:

(a)	overseeing the accurate reporting of the financial performance of the Trust to unitholders, other security holders and regulators on a timely and regular basis;
(b)	overseeing that the financial results are reported fairly and in accordance with generally accepted accounting standards and related legal disclosure requirements;
(c)	overseeing the integrity of the internal control and management information systems of the Trust;
(d)	overseeing the evaluation of the disclosure controls and procedures of the Trust;
(e)	taking steps to enhance the timely disclosure of any other developments that have a significant and material impact on the Trust;
(f)	reporting annually to unitholders on its stewardship for the preceding year;
(g)	overseeing the investor relations and communications strategy of the Trust; and

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(h) receiving and responding to feedback from unitholders of the Trust through:

(i)	the Whistleblower Hotline, which provides for an anonymous method of delivering complaints with respect to accounting, auditing, environmental, and health and safety matters, which are ultimately reported to the Board;
(ii)	correspondence specifically addressed to the Board which is received by the investor relations department via mail, email, and phone; and
(iii)	communications received through the Corporate Secretary’s office.

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