##### 



Exhibit A   FORDING CANADIAN COAL TRUST   ANNUAL INFORMATION FORM
 March 14, 2008




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TABLE OF CONTENTS
 FORWARD-LOOKING INFORMATION ADVISORY
    
    
    1DEFINED TERMS
    
    
    2NON-GAAP FINANCIAL MEASURES
    
    
    2CONVERSION TABLE
    
    
    2REFERENCES TO CURRENCY
    
    
    2CORPORATE STRUCTURE
    
    
    2GENERAL DEVELOPMENT OF THE BUSINESS
    
    
    3DESCRIPTION OF THE BUSINESS
    
    
    6RESERVES AND RESOURCES
    
    
    20RISK FACTORS
    
    
    26OTHER INFORMATION REGARDING THE TRUST
    
    
    35CAPITAL STRUCTURE
    
    
    40MARKETS FOR SECURITIES
    
    
    45GOVERNANCE
    
    
    45CONFLICTS OF INTEREST
    
    
    50INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
    
    
    50LEGAL PROCEEDINGS
    
    
    51TRANSFER AGENT AND REGISTRAR
    
    
    51MATERIAL CONTRACTS
    
    
    51INTERESTS OF EXPERTS
    
    
    53ADDITIONAL INFORMATION
    
    
    53APPENDIX A: GENERAL GLOSSARY
    
    
    A-1APPENDIX B: GLOSSARY OF TECHNICAL TERMS
    
    
    B-1APPENDIX C: DEFINITIONS OF MINERAL RESERVES AND MINERAL RESOURCES
    
    
    C-1APPENDIX D: FORDING CANADIAN COAL TRUST AUDIT COMMITTEE CHARTER
    
    
    D-1




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FORWARD-LOOKING INFORMATION ADVISORY
 Annual Information Form United States Private Securities Litigation Reform Act of 1995 General
Development of the Business, Description of the Business, Reserves and Resources Other
Information Regarding the Trust"
 Risk Factors




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##### 



DEFINED TERMS
  NON-GAAP FINANCIAL MEASURES
  Distributable Cash and Cash Available for Distribution
 Cash Available for Distribution www.sedar.com www.sec.gov www.fording.ca
 CONVERSION TABLE
 To Convert To
    
    From
    
    Multiply ByCubic Yards
    
    Cubic metres
    
    1.308Feet
    
    Metres
    
    3.281Miles
    
    Kilometres
    
    0.621Acres
    
    Hectares
    
    2.471Pounds
    
    Kilograms
    
    2.205Short Tons
    
    Tonnes
    
    1.102Long tons
    
    Tonnes
    
    0.984BTU/lb
    
    kJ/kg
    
    0.430
 REFERENCES TO CURRENCY
  CORPORATE STRUCTURE
 Name and Formation
  Intercorporate Relationships
   2




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(1)
    
    Jurisdiction  Delaware(2)
    
    Jurisdiction  Nova Scotia(3)
    
    Jurisdiction  Alberta(4)
    
    Jurisdiction  Canada(5)
    
    Effective August 1, 2005, Elk Valley Coal contributed the Elkview mine to Elkview LP for a
direct and indirect 95% partnership interest and subsidiaries of NSC and POSCO each acquired a
2.5% limited partnership interest by each contributing US$25 million. GENERAL DEVELOPMENT OF THE BUSINESS
 Three-Year History
 Description of the Business
 Achievement of Synergies
   3




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Introduction  The Trust
 Elkview LP
  2005 Arrangement
   www.sedar.com www.sec.gov www.fording.ca
 Reorganization into a Royalty Trust
   4




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Distribution Reinvestment Plan
 DRIP
  www.fording.ca
 NYCO
  Introduction  NYCO
 Trust Announces Review of Strategic Alternatives
      5




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Changes to Applicable Tax Legislation
 Withholding on Distributions to Non-Residents
  Federal Government Announces Tax on Distributions from Income Trusts
  Other Information  Income Taxes
 DESCRIPTION OF THE BUSINESS
        6




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Elk Valley Coal
 Overview
   Summary of EVC Partnership Agreement
  Management of Elk Valley Coal
    Annual Budget Approval Process
   Special Resolution of the Partners Matters
   7




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Distribution Entitlements
  DistributionPartner
    
    EntitlementFording LP
    
    
    60.000
    %Teck GP
    
    
    39.836
    %QCP
    
    
    0.164
    %Total
    
    
    100.000
    %
 Reporting
    Permitted Cash Calls
  Sale/Assignment of Partnership Interest
   8




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Credit Agreement
  Assets of Elk Valley Coal
      
  9




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Principal Products and Markets
    
    10




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BRIC
  Principal Competition
  Competitive Position
    11




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Cyclical Nature of Seaborne Hard Coking Coal and Coal Markets
     12




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Mining and Processing
   
    
    The strip ratiois the average volume (bank cubic metres) of rock that must be moved for
each tonne of clean coal produced and can vary from period to period around a long-term
trend. The strip ratio impacts the size of the mining fleet, plant productivity and the
cost of mining inputs such as labour, tires and fuel. A lower strip ratio normally reduces
the unit cost of product sold.
    
    The haul distanceis the one-way distance the trucks, on average, have to travel to move
the overburden. The haul distance impacts the size of the mining fleet, productivity in
the mine and the cost of mining inputs such as labour, tires and fuel. Shorter haul
distances normally result in lower cost of product sold.
    
    Total material productivityis a measure of operational efficiency, stated in the volume
of rock and coal moved per eight-hour work shift. Higher productivity, which depends on
such things as mine design, employee levels, size of the mining fleet, haul distance and
equipment availability and capacity, normally reduces the unit cost of product sold.
  13




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
    
    The percentage of clean product recovered compared with the amount of raw coal processed
is referred to as plant yield. The yield achieved is a function of the physical
characteristics of raw coal being processed and the amount of ash and impurities in the raw
coal. In the cleaning process, ash in the raw coal is removed to acceptable levels for the
production of coke for the steel-making process. Generally, a higher yield lowers the unit
cost of product sold.
    
    Clean coal productivityis a measure of the overall operational efficiency of the coal
preparation plant and minesite operations. It is stated as the amount of clean coal
produced per eight-hour work shift. In addition to factors that affect productivity in the
mining operations, productivity for coal preparation plants is dependent upon plant design
and site employee levels.
  2007compared with 2006  Results of Operations
 Production and Quality Control
  Coal Transportation
    14




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Coal Sales Contracts
    Elk Valley Coal  The Last Three Years
 Description of the Business  Elk Valley Coal
 Cyclical Nature of Seaborne Hard Coking Coal and Coal Markets 2007 Compared with 2006  Results of Operations  Revenues
  15




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Capital Expenditures
    Liquidity and Capital Resources
 Coal Sales by Geographical Area
  Elk Valley Coal sales by region (%)
    
    2007
    
    
    2006
    
    
    2005Asia
    
    
    45
    
    
    
    45
    
    
    
    45Europe
    
    
    33
    
    
    
    35
    
    
    
    34North America
    
    
    14
    
    
    
    11
    
    
    
    13South America
    
    
    8
    
    
    
    9
    
    
    
    8
  16




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##### 



Elk Valley Coal  Mines and Neptune Terminals
  KnownReserve
    
    
    Date ofNominal Production
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life(3)
    
    
    InitialCapacity(2,5)
    
    

    Production(2)
    
    
    (years)
    
    
    OperationMined orto be
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    PercentMined(1)
    
    
    Mine
    
    
    Plant
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    Change(4)Fording River
    
    
    4,220
    
    
    
    8.5
    
    
    
    10.0
    
    
    
    7.9
    
    
    
    7.7
    
    
    
    9.2
    
    
    
    3
    %
    
    
    27
    
    
    
    1969Elkview (6)
    
    
    4,100
    
    
    
    5.6
    
    
    
    7.0
    
    
    
    5.0
    
    
    
    4.7
    
    
    
    6.0
    
    
    
    6
    %
    
    
    47
    
    
    
    1969Greenhills (6)
    
    
    2,200
    
    
    
    5.0
    
    
    
    5.0
    
    
    
    4.1
    
    
    
    4.2
    
    
    
    5.0
    
    
    
    (2
    %)
    
    
    22
    
    
    
    1981Coal Mountain
    
    
    950
    
    
    
    2.7
    
    
    
    3.5
    
    
    
    2.1
    
    
    
    2.0
    
    
    
    2.3
    
    
    
    5
    %
    
    
    13
    
    
    
    1975Line Creek
    
    
    1,150
    
    
    
    2.2
    
    
    
    3.5
    
    
    
    2.4
    
    
    
    2.3
    
    
    
    2.6
    
    
    
    4
    %
    
    
    7
    
    
    
    1981Cardinal River
    
    
    2,350
    
    
    
    2.2
    
    
    
    2.8
    
    
    
    1.8
    
    
    
    1.7
    
    
    
    1.5
    
    
    
    6
    %
    
    
    23
    
    
    
    1969Total
    
    
    14,970
    
    
    
    26.2
    (6)
    
    
    31.8
    (6)
    
    
    23.3
    
    
    
    22.6
    
    
    
    26.7
    
    
    
    3
    %
    
    
    
    
    
    
    
 
  (1)
    
    Represents total hectares of coal lands where mining has occurred or is scheduled to occur.
Numbers are rounded.(2)
    
    Million tonnes of saleable coal.(3)
    
    Years that reserves are projected to support mining are at 2007 production rates.(4)
    
    Percent change is for the production change from 2006 to 2007.(5)
    
    Production capacity is limited to approximately 25 million tonnes due to tire availability.(6)
    
    Values are 100% of capacity and include the NSC and POSCO combined five percent interest in
Elkview LP and the 20% of Greenhills production which POSCO takes pursuant to POSCANs joint
venture interest. Nature of Operations  The Steel and Metallurgical Coal
Industries  Operating the Business  Mining Coal
    Other Information Regarding the Trust  Environment, Health and Safety  Reclamation Activities
and Asset Retirement Obligations
  17




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Fording River
    Elkview
 Westar General Development of the Business  Three-Year History  Elkview LP .
    Greenhills
  Greenhills
Joint Venture Agreement
   18




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Coal Mountain
    Line Creek
    Cardinal River
    Production of Mines under Prior Ownership
   19




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Neptune Terminals
   RESERVES AND RESOURCES
 Disclosure for Mineral Projects NI 43-101
  Terminology
 CIM Definition Standards Paper
88-21
    20




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Assumptions
 FOB
  Third Party Reviews
 Marston"
 Norwest
 AMEC
 Geological Setting and Mineralization
 Elk Valley Area
    21




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Cardinal River
  Elk Valley Coal  Reserves and Resources
  Coal Proven and Probable Mineral Reserves
  COAL MINERAL RESERVES(1,2)As at December 31, 2007(millions of tonnes)Ownership
    
    
    Calorific
    
    
    Sulphur %Property
    
    Proven
    
    
    Probable
    
    
    Total
    
    
    (%)(3)
    
    
    Value kJ/kg
    
    
    (by wt.)Fording River
    
    
    110
    
    
    
    106
    
    
    
    217
    
    
    L
    100
    
    
    
    32,600
    
    
    
    0.62
    %Greenhills
    
    
    71
    
    
    
    18
    
    
    
    89
    
     
    FS
    100
    
     
    32,600
    
    
    
    0.62
    %Coal Mountain
    
    
    28
    
    
    
    
    
    
    
    28
    
    
    L
    100
    
    
    
    29,900
    
    
    
    0.35
    %Elkview
    
    
    181
    
    
    
    54
    
    
    
    235
    

    
     FS
    100
      
    
    
    32,200
    
    
    
    0.38
    %Line Creek
    
    
    17
    
    
    
    
    
    
    
    17
    
    
    L
    100
    
    
    
    32,200
    
    
    
    0.46
    %Cardinal River
    
    
    7
    
    
    
    34
    
    
    
    41
    
    
    FS/L
    5/95
    
    
    
    32,700
    
    
    
    0.38
    %Total
    
    
    416
    
    
    
    211
    
    
    
    627
 
  (1)
    
    Coal mineral reserves are reported in millions of metric tonnes of clean coal. All of the
coal mineral reserves reported in the table are bituminous coal. Coal mineral reserve numbers
are exclusive of coal mineral resources and are rounded. Rounding may affect sub-totals.(2)
    
    See definitions in Appendix C.(3)
    
    Coal mineral reserves are reported exclusive of interests of third parties except at
Greenhills where coal mineral reserves are reported inclusive of POSCANs interest and at
Elkview where coal mineral resources are reported inclusive of NSCs and POSCANs interests.
For a description of POSCANs interest in the Greenhills mine, see Description of the
Business  Elk Valley Coal  Mines and Neptune Terminals  Greenhills. For a description
of NSCs and POSCANs interests in the Elkview mine, see Description of the Business  Elk
Valley Coal  Mines and Neptune Terminals  Elkview. Ownership of the coal mineral
reserves is described as FS for fee simple or L for leasehold. If the coal mineral
reserves are not entirely fee simple or not entirely leasehold, the ratio of the percentage of
fee simple holdings to the total holdings and the leasehold holdings to the total holdings is
presented as FS%/L%.  22




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Reserves and Resources  Exploration and Development Activities 
Real Property
  Coal Measured and Indicated Resources
  COAL MINERAL RESOURCES(1,2)As at December 31, 2007(millions of tonnes)Calorific
    
    
    Sulphur %Property
    
    Measured
    
    
    Indicated
    
    
    Total
    
    
    Ownership(3)
    
    
    Value kJ/kg
    
    
    (by wt.)Fording River
    
    
    318
    
    
    
    874
    
    
    
    1192
    
    
    L
    100
    %
    
    
    30,200
    
    
    
    0.62
    %Greenhills
    
    
    5
    
    
    
    297
    
    
    
    303
    
    
    FS
    100
    %
    
    
    30,200
    
    
    
    0.62
    %Coal Mountain
    
    
    80
    
    
    
    38
    
    
    
    118
    
    
    L
    100
    %
    
    
    28,600
    
    
    
    0.35
    %Elkview
    
    
    443
    
    
    
    136
    
    
    
    580
    
    
    FS
    100
    %
    
      
    30,200
    
    
    
    0.38
    %Line Creek
    
    
    429
    
    
    
    376
    
    
    
    805
    
    
    L
    100
    %
    
    
    30,200
    
    
    
    0.46
    %Cardinal River
    
    
    113
    
    
    
    8
    
    
    
    121
    
    
    FS/L
    5/95
    
    
    
    30,200
    
    
    
    0.38
    %Other(4)
    
    
    604
    
    
    
    747
    
    
    
    1351
    
    
    L
    100
    %
    
    
    30,200
    
    
    
    0.60
    %Total
    
    
    1,992
    
    
    
    2,477
    
    
    
    4,469
 
  (1)
    
    Coal mineral resources are reported in millions of metric tonnes in the ground before
recovery through mining and without the application of recovery factors. All of the coal
mineral resources reported in the table are bituminous coal. Coal mineral resource numbers
are rounded. Coal mineral reserves are not included in coal mineral resources. Coal mineral
resources do not have demonstrated economic viability.(2)
    
    See definitions in Appendix C.(3)
    
    Coal mineral resources are reported exclusive of interests of third parties except at
Greenhills where coal mineral resources are reported inclusive of POSCANs interest and at
Elkview where coal mineral resources are reported inclusive of NSCs and POSCANs interests.
For a description of POSCANs interest in the Greenhills mine, see Description of the
Business  Elk Valley Coal  Mines and Neptune Terminals  Greenhills. For a description
of NSCs and POSCANs interests in the Elkview mine, see Description of the Business  Elk
Valley Coal  Mines and Neptune Terminals  Elkview. Ownership of the coal mineral
resources is described as FS for fee simple holdings or L for leasehold holdings. If the
coal mineral resources are not entirely fee simple or not entirely leasehold, the ratio of the
percentage of fee simple holdings to the total holdings and the leasehold holdings to the
total holdings is presented as FS%/L%.(4)
    
    Other includes non-operating coal properties, such as Elco, Mt. Duke, Wheeler and
Quintette.   23




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Inferred Coal Mineral Resources
  INFERRED COAL MINERAL RESOURCES(1,2)As at December 31, 2007 (millions of tonnes)Property
    
    Inferred ResourcesFording River
    
    
    1255Greenhills
    
    
    669Coal Mountain
    
    
    15Elkview
    
    
    119Line Creek
    
    
    504Cardinal River
    
    
    1Other(3)
    
    
    810Total
    
    
    3,375
 
  (1)
    
    Coal mineral resources are reported in millions of metric tonnes in the ground before
recovery through mining and without the application of recovery factors. Coal mineral
resources are reported exclusive of interests of third parties except at Greenhills where coal
mineral resources are reported inclusive of POSCANs interest and at Elkview where coal
mineral resources are reported inclusive of NSCs and POSCANs interests. For a description
of POSCANs interest in the Greenhills mine, see Description of the Business  Elk Valley
Coal  Mines and Neptune Terminals  Greenhills. For a description of NSCs and POSCANs
interests in the Elkview mine, see Description of the Business  Elk Valley Coal  Mines
and Neptune Terminals  Elkview. Inferred coal mineral resource numbers are rounded. Coal
mineral resources do not have demonstrated economic viability. All of the inferred coal
mineral resources reported in the table are bituminous coal.(2)
    
    See definition in Appendix C.(3)
    
    Other includes non-operating coal properties, such as Elco, Mt Duke, Wheeler, and
Quintette.    24




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##### 



Changes in Mineral Reserves and Mineral Resources
  CHANGES IN MINERAL RESERVES AND MINERAL RESOURCES  COAL(1,2)(millions of tonnes)Mineral Reserves
    
    
    Mineral ResourcesProven
    
    
    Probable
    
    
    Total
    
    
    Measured
    
    
    Indicated
    
    
    Total
    
    
    InferredDecember 31, 2006
    
    
    463
    
    
    
    201
    
    
    
    664
    
    
    
    2,144
    
    
    
    1,294
    
    
    
    3,438
    
    
    
    4,178Additions(3,4)
    
    
    
    
    
    
    10
    
    
    
    10
    
    
    
    284
    
    
    
    1,183
    
    
    
    1,467
    
    
    
    210Production(4)
    
    
    23
    
    
    
    
    
    
    
    23
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deletions(3,4)
    
    
    25
    
    
    
    
    
    
    
    25
    
    
    
    436
    
    
    
    
    
    
    
    436
    
    
    
    1,012December 31, 2007
    
    
    415
    
    
    
    211
    
    
    
    627
    
    
    
    1,992
    
    
    
    2,477
    
    
    
    4,469
    
    
    
    3,375
 
  (1)
    
    Coal mineral reserves are reported in millions of metric tonnes of clean coal. Coal mineral
reserve numbers are rounded and are exclusive of coal mineral resources. Coal mineral
resources are reported in millions of metric tonnes in the ground before recovery through
mining and without the application of recovery factors. Coal mineral reserves and resources
are reported exclusive of interests of third parties except at Greenhills where coal mineral
reserves and resources are reported inclusive of POSCANs interest and at Elkview where coal
mineral resources are reported inclusive of NSCs and POSCANs interests. For a description
of POSCANs interest in the Greenhills mine, see Description of the Business  Elk Valley
Coal  Mines and Neptune Terminals  Greenhills. For a description of NSCs and POSCANs
interests in the Elkview mine, see Description of the Business  Elk Valley Coal  Mines
and Neptune Terminals  Elkview. Coal mineral resource numbers are rounded. Coal mineral
reserves are not included in coal mineral resources. Coal mineral resources do not have
demonstrated economic viability. All of the coal mineral reserves and mineral resources
reported in the table are bituminous coal.(2)
    
    See definitions in Appendix C.(3)
    
    Significant changes to coal mineral reserves include: 
  
 (4)
    
    Tonnage below 500,000 tonnes is shown as -.
 Exploration and Development Activities
     25




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##### 



Real Property
  Mineral Holdings(1)
    
    
    
    
    
    Crown Lease(thousand hectares)
    
    Fee Simple
    
    
    and License
    
    
    TotalCoalBritish Columbia
    
    
    39
    
    
    
    68
    
    
    
    107Alberta
    
    
    1
    
    
    
    39
    
    
    
    40All Mines and Minerals except
Petroleum & Natural Gas
British Columbia
    
    
    10
    
    
    
    
    
    
    
    10Total
    
    
    50
    
    
    
    107
    
    
    
    157
 
  (1)
    
    Numbers have been rounded.   RISK FACTORS
 Key Risks and Uncertainties
 Risks Relating to the Trust
  Cash Distributions to Unitholders are Dependent on Fording LP
    26




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##### 



Credit Facilities
  Interest Rate and other Factors Affecting Yield
  Income Tax
   Nature of Units
  Canada Deposit Insurance Corporation Act
  27




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##### 



Preservation of Status as a Mutual Fund Trust
    Redemption Right
  Distribution of Securities on Redemption or Termination of the Trust
  Limited Likelihood of Unitholder Liability
  Income Trust Liability Act
  28




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##### 



Additional Units
  Capital Investment
  Unfunded Liabilities
  Forward-Looking Information May Prove Inaccurate
  Forward-Looking Information Advisory
 Risks Relating to Fording LP and its Interest in Elk Valley Coal
  Restrictions on Potential Growth
  Market Risks  Oversupply of Coking Coal
   29




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##### 



Market Risks  Competitiveness
  Conflicts of Interest
  Operational Risks
  Shortage of Mining Equipment and Supplies
   Coal Transportation
   30




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##### 



The Steel Industry
  Foreign Currency Exchange
   Key Risks and Uncertainties  Market Risks  Foreign Currency
Exchange
 Derivative Instruments
  Dependence on Major Customers
  Labour and Personnel
   31




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##### 



Risks Inherent in the Mining Industry
   Reserves and Resources
      32




---



##### 



Sales to Foreign Countries
  Risks Related to Government Regulations
  Greenhouse Gases
    Key Risks and Uncertainties  Regulatory Risks  Climate Change
 Selenium
    33




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##### 



Permits and Permitting Process
  Accuracy of Liability Accruals
   Assertion of Aboriginal and Treaty Rights
 Constitution Act, 1982
   34




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##### 



OTHER INFORMATION REGARDING THE TRUST
 Environment, Health & Safety
 Environmental Protection
   Elk Valley Coal  Mines and Neptune Terminals Health and Safety
 Reclamation Activities and Asset Retirement Obligations
 Description of the Business  Elk Valley Coal  Mines and Neptune Terminals.
   35




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##### 



As at December 31Millions of Canadian dollars
    
    2007
    
    
    2006
    
    
    2005Balance  beginning of year
    
    
    67.5
    
    
    
    69.5
    
    
    
    67.8Liabilities incurred
    
    
    1.0
    
    
    
    1.6
    
    
    
    1.6Liabilities settled
    
    
    (2.6
    )
    
    
    (1.6
    )
    
    
    (2.5
    )Accretion expense
    
    
    4.4
    
    
    
    4.3
    
    
    
    4.2Revision in estimated cash flows
    
    
    49.4
    
    
    
    (6.9
    )
    
    
    (3.2
    )Other
    
    
    0.2
    
    
    
    0.6
    
    
    
    1.6Balance  end of year
    
    
    119.9
    
    
    
    67.5
    
    
    
    69.5
    Liquidity and Capital
Resources, Critical Accounting Estimates  Asset Retirement Obligations, Other Information
 Asset Retirement Obligations www.sedar.com www.sec.gov www.fording.ca
 Health & Safety
  .
  36




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##### 



Corporate Sustainability and Community Relations
 www.elkvalleycoal.ca
  Health Care Initiatives
  STARS Foundation
 STARS
  37




---



##### 



Education Initiatives
  2007 Mining and Sustainability Award
  Model Forest Grizzly Bear Research Program
  Sponsorship of Olympic Skier Emily Brydon
  The Magic of Christmas
  Teck Cominco  Official Sponsor of the Vancouver 2010 Olympic and Paralympic Games
  Community Initiatives
  eTree Unitholder Campaign
   38




---



##### 



Human Resources
 Employment Arrangements
     Statement of
Executive Compensation Officers of the Trust
  Productive CapacityAs at December 31, 2007Operation
    
    Expiry Date of Collective Agreement
    
    (million tonnes)Coal Mountain
    
    December 31, 2009
    
    
    2.7Line Creek
    
    May 31, 2009
    
    
    2.2Elkview(1)
    
    October 31, 2010
    
    
    5.6Fording River
    
    April 30, 2011
    
    
    8.5Cardinal River
    
    June 30, 2012
    
    
    2.2Greenhills (1)
    
    Non-union
    
    
    5.0
 
  (1)
    
    Numbers at 100% of capacity  not Elk Valley Coals interest.   39




---



##### 



Specialized Skills and Knowledge
   Deferred Unit Equivalent Plan
 DUP
 Deferred Units Distribution Equivalents
  CAPITAL STRUCTURE
  Description of Units
    40




---



##### 



Canada Deposit Insurance Corporation Act
 Redemption Right
 Redemption Price
 (a)
    
    90% of the market price of the Units on the principal market on which the
Units are quoted for trading during the ten trading day period ending immediately prior
to the date on which the Units are surrendered to the Trust for redemption (the
Redemption Date); and
 (b)
    
    100% of the closing market price on the principal market on which the Units
are quoted for trading, on the Redemption Date.
  market price
 closing market price
   41




---



##### 



in specie in specie
 in specie
  Declaration of Trust
  Amendments to the Declaration of Trust
   (a)
    
    for the purpose of ensuring continuing compliance with applicable laws
(including the Tax Act), regulations, requirements or policies of any governmental or
other authority having jurisdiction over the Trustees or over the Trust;
 (c)
    
    deemed necessary or advisable to ensure that the Trust has not been
established or maintained primarily for the benefit of Non-Residents;
 (d)
    
    which, in the opinion of the Trustees, provide additional protection or
benefit for the Unitholders;
 (e)
    
    to remove any conflicts or inconsistencies in the Declaration of Trust or to
make corrections, including the correction or rectification of any ambiguities,
defective provisions, errors, mistakes or omissions, which are, in the opinion of the
Trustees, necessary or desirable and not prejudicial to the Unitholders; and
 (f)
    
    which, in the opinion of the Trustees, are necessary or desirable as a result
of changes in taxation or other laws or the administration or enforcement thereof,
   42




---



##### 



Unitholder Rights Plan
  Permitted Bid
  (a)
    
    has been made by way of a take-over bid circular;(b)
    
    has been made to all Unitholders registered on the books of the Trust;(c)
    
    provides that no Units deposited to such bid will be taken up and paid for:
 (i)
    
    prior to the day which is 50 days following the date of the take-over
bid; and(ii)
    
    unless on that date, more than 50 percent of the outstanding Units
held by Independent Unitholders (generally, Unitholders who are unrelated to
the bidder) have been deposited and not withdrawn;
 (d)
    
    provides that Units may be deposited and withdrawn at anytime during the 50
day bid period; and
 (e)
    
    provides that if more than 50 percent of the Units held by Independent
Unitholders are tendered to the bid and not withdrawn within the 50 day bid period, the
bidder must make a public announcement to that effect and allow for the tendering of
outstanding Units for an additional ten business days.
 Right
 Flip-in
Event
   43




---



##### 



Distribution Policies
 The Trust
  Cash Available for Distribution
 Fording LP
  Elk Valley Coal
  Distribution History
  2007
    
    2006
    
    2005April 16, 2007
    
    $
    0.65
    
    
    April 13, 2006
    
    $
    1.40
    
    
    April 15, 2005
    
    $
    0.433July 16, 2007
    
    $
    0.65
    
    
    July 14, 2006
    
    $
    1.00
    
    
    July 15, 2005
    
    $
    0.933October 15, 2007
    
    $
    0.60
    
    
    October 13, 2006
    
    $
    0.80
    
    
    October 14, 2005
    
    $
    1.80January 15, 2008
    
    $
    0.53
    
    
    January 15, 2007
    
    $
    0.95
    
    
    January 13, 2006
    
    $
    1.60
  44




---



##### 



MARKETS FOR SECURITIES
  TSX
    
    NYSEAverage
    
    
    
    
    
    AverageDaily
    
    
    
    
    
    DailyTrading
    
    
    
    
    
    TradingDate
    
    High
    
    Low
    
    Volume
    
    High
    
    Low
    
    VolumeJanuary
    
    $
    26.78
    
    
    $
    22.85
    
    
    
    270,618
    
    
    US$22.75
    
    US$19.42
    
    
    384,415February
    
    $
    29.50
    
    
    $
    25.98
    
    
    
    471,495
    
    
    US$25.20
    
    US$22.21
    
    
    427,784March
    
    $
    29.19
    
    
    $
    24.79
    
    
    
    427,141
    
    
    US$24.91
    
    US$20.99
    
    
    415,632April
    
    $
    27.74
    
    
    $
    25.12
    
    
    
    336,996
    
    
    US$24.76
    
    US$21.72
    
    
    344,115May
    
    $
    32.21
    
    
    $
    26.50
    
    
    
    602,469
    
    
    US$29.91
    
    US$23.91
    
    
    407,241June
    
    $
    35.08
    
    
    $
    29.10
    
    
    
    591,977
    
    
    US$32.84
    
    US$27.55
    
    
    525,062July
    
    $
    37.11
    
    
    $
    32.76
    
    
    
    537,038
    
    
    US$35.38
    
    US$31.02
    
    
    391,752August
    
    $
    35.90
    
    
    $
    28.82
    
    
    
    634,976
    
    
    US$34.00
    
    US$27.39
    
    
    386,461September
    
    $
    38.75
    
    
    $
    34.14
    
    
    
    460,321
    
    
    US$38.80
    
    US$32.30
    
    
    296,989October
    
    $
    40.60
    
    
    $
    31.98
    
    
    
    767,977
    
    
    US$42.58
    
    US$33.62
    
    
    385,122November
    
    $
    35.21
    
    
    $
    29.49
    
    
    
    619,040
    
    
    US$36.85
    
    US$30.03
    
    
    274,105December
    
    $
    40.75
    
    
    $
    33.91
    
    
    
    562,459
    
    
    US$39.87
    
    US$33.72
    
    
    253,905
  GOVERNANCE
 Governance Arrangements
 General Development of the Business -
Three Year History
     45




---



##### 



Compliance with NYSE Listing Standards on Corporate Governance
  Independent Trustees and Directors
 independent
 Presiding Director at Meetings of Non-Management Trustees and Directors
  Communications with Non-Management Trustees and Directors
 investors@fording.ca
 Code of Business Conduct and Ethics
 www.fording.ca .
 Corporate Governance Guidelines and Board Committee Charters
 www.fording.ca .
  Audit Committee Disclosure
 www.fording.ca
  46




---



##### 



Information Regarding Nominees for Election as Trustees Information Regarding Nominees
for Election as Directors www.sedar.com www.sec.gov www.fording.ca
 Fording Canadian Coal Trust
    
    Fording (GP) ULCMichael S. Parrett (Chair)
    
    Michael S. Parrett (Chair)Donald Pether
    
    Richard T. MahlerPeter Valentine
    
    L. I. Prillaman
 Principal Accounting Fees and Services
  2007
    
    
    2006
    
    
    2005Audit Fees
    
    $
    860,500
    
    
    $
    743,000
    
    
    $
    354,000Audit Related Fees
    
    
    71,000
    
    
    
    83,000
    
    
    
    118,500Tax Fees
    
    
    0
    
    
    
    0
    
    
    
    0All Other Fees
    
    
    2,500
    
    
    
    2,500
    
    
    
    2,500Total
    
    $
    934,000
    
    
    $
    828,500
    
    
    $
    475,000
 Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  Pre-approval Policies and Procedures
   47




---



##### 



Trustees and Directors
  Disclosure of Corporate Governance Practices
  Fording Canadian Coal Trust
    
    Fording (GP) ULCMichael A. Grandin
    
    Dawn FarrellRichard T. Mahler
    
    Michael A. GrandinMichael S. Parrett
    
    Donald LindsayDonald Pether
    
    Richard T. MahlerWarren S.R. Seyffert
    
    Thomas ONeilPeter Valentine
    
    Michael S. ParrettJohn Zaozirny
    
    L. I. PrillamanDavid Thompson
 Information Regarding Nominees for Election as Trustees Information Regarding Nominees
for Election as Directors
 Officers of the Trust
 Information Regarding Nominees for Election as Trustees Information Regarding Nominees for Election as Directors
   48




---



##### 



(PHOTO OF BOYD PAYNE)
    
    Boyd Payne
Position: President
Residence: Calgary, Alberta, Canada
Age: 59
   (PHOTO OF R. JAMES BROWN)
    
    R. James Brown, C.A.
Position: Vice President and Chief Financial Officer
Residence: Calgary, Alberta, Canada
Age: 56
    (PHOTO OF JAMES F. JONES)
    
    James F. Jones
Position: Vice President, Human Resources and Legal Affairs, (Secretary)
Residence: Calgary, Alberta, Canada
Age: 54
    49




---



##### 



(PHOTO OF MARK D. GOW)
    
    Mark D. Gow, C.A.
Position: Vice President, Finance
Residence: Calgary, Alberta, Canada
Age: 48
    (PHOTO OF PAUL CLEMENTS)
    
    Paul Clements,C.A.
Position: Controller
Residence: Calgary, Alberta, Canada
Age: 38
   CONFLICTS OF INTEREST
  INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
 Governance -
Trustees and Directors"
  50




---



##### 



LEGAL PROCEEDINGS
 Material Legal Proceedings
  TRANSFER AGENT AND REGISTRAR
  MATERIAL CONTRACTS
 Continuous Disclosure Obligations
 Contract Name
    
    Mo/Day/Yr
    
    Parties
    
    Consideration
    
    Key TermsFording Canadian
Coal Trust
Declaration of
Trust Amending
Agreement
    
    03/01/07
    
    The Trust
    
    n/a
    
    Provide current and
former Trustees
substantially
similar protections
afforded to a
director of a
corporation
governed by the
Canada Business
Corporations Act.Joint Code of
Business Conduct
    
    09/21/06
    
    The Trust and
Fording ULC
    
    n/a
    
    Outline of code of
conduct employees,
officers and
directors /trustees
are to
followUnitholder Rights 
Plan Agreement
    
    05/02/06
    
    The Trust and
Computershare Trust
Company of Canada
    
    n/a
    
    Customary Canadian
unitholder rights
plan2006 Amended and
Restated
Partnership
Agreement
    
    02/27/06
    
    Fording LP, Teck
Cominco Coal
Partnership, and
QCP
    
    Consideration
originally
specified in
Fording
Contribution
Agreement and Teck
Cominco
Contribution
Agreement
    
    Operation of Elk
Valley CoalTeck Agreement 
Right of First
Offer
    
    8/24/05
    
    Teck Cominco and
The Trust
    
    n/a
    
    Non-competition
obligations and
covenants in
support of the
partnership
guaranteeAmended and
Restated Governance
Agreement
    
    08/24/05
    
    The Trust, Fording
ULC, Fording Amalco
and Teck Cominco
    
    Covenant to support
arrangements
described in
agreement
    
    Nomination of
Director and
Trustee
  51




---



##### 



Contract Name
    
    Mo/Day/Yr
    
    Parties
    
    Consideration
    
    Key TermsAmended and
Restated
Administrative and
Industrial Minerals
Services Agreement
    
    08/24/05
    
    Fording ULC, Elk
Valley Coal, and
Fording Amalco
    
    Provision of
executives,
personnel and
services on a cost
reimbursement basis
    
    Provision of
administrative
servicesSupplemental 
Declaration 
Amendment
    
    08/24/05
    
    The Trust
    
    n/a
    
    Amendment to the
Declaration of
Trust to allow for
the three-for-one
split of the unitsAmended and
Restated
Declaration of
Trust
    
    08/24/05
    
    The Trust
    
    n/a
    
    Declaration of TrustElkview Mine 
Limited Partnership 
Management Services 
Agreement
    
    08/01/05
    
    Elkview Mine
Limited Partnership
and Elk Valley Coal
Corporation
    
    Payment for
services provided
pursuant to the
agreement
    
    Provision of
management,
administrative and
support services by
Elk Valley Coal
Corporation in
connection with the
Elkview MineElkview Mine 
Limited Partnership 
Agreement
    
    7/28/05
    
    Elkview Mine G.P.
Inc., Elk Valley
Coal Partnership,
NS Canada Resources
Inc. and Poscan
Elkview Coal
Limited
    
    n/a
    
    Operation of
Elkview MinePlan of Arrangement
    
    02/28/03
    
    Fording Inc., its
Security Holders,
Fording Coal
Limited, 4123212
Canada Ltd., the
Trust, Teck
Cominco, Westshore,
TBCI, QCP, Luscar,
CONSOL, Sherritt
International
Corporation,
Sherritt Coal
Partnership II and
OTPP
    
    n/a
    
    2003 ArrangementMet Coal Sale and
Purchase Agreement
    
    02/28/03
    
    Luscar, 1563706
Ontario Limited,
CONSOL of Canada
Inc., CONSOL Energy
Inc., CONSOL Energy
Canada Ltd.,
Fording Inc. and
Elk Valley Coal
    
    Issuance of 6.4
million Units,
grant of royalty
and the assumption
of assumed
liabilities.
Consideration
subject to working
capital adjustment
    
    Fording Inc.
purchases Luscar
mine, Line Creek
mine, Cheviot
project and 46.4
percent of the
shares Neptune
TerminalsPrairie Operations
Sale and Purchase
Agreement
    
    02/28/03
    
    Fording Coal
Limited and
Sherritt Coal
Acquisition Inc.
    
    $225 million and
assumption of
assumed
liabilities.
Consideration
subject to working
capital adjustment
    
    Sale of Old
Fordings Prairie
Operations to
Sherritt Coal
Acquisition Inc.
  52




---



##### 



Contract Name
    
    Mo/Day/Yr
    
    Parties
    
    Consideration
    
    Key TermsFording 
Contribution 
Agreement
    
    02/28/03
    
    Fording Coal
Limited, Fording
Inc. and Elk Valley
Coal
    
    Contribution of
assets in
consideration for
the issuance of
Partnership
Interest
    
    Contribution of
Fording Coal
Limited assets to
Elk Valley CoalTeck Cominco 
Contribution 
Agreement
    
    02/28/03
    
    Teck Cominco, TBCI,
QCP and Elk Valley
Coal
    
    Contribution of
assets in
consideration for
the issuance of
Partnership
Interest
    
    Contribution of
Teck Cominco, QCP
and TBCI assets to
Elk Valley CoalHuman Resources 
Agreement
    
    02/28/03
    
    Fording Inc., Teck
Cominco, Elk Valley
Coal and Elk Valley
Coal Corporation
    
    Allocation of
employment costs in
respect of
employees joining
Elk Valley Coal
    
    Specifies
arrangements
regarding employees
joining Elk Valley
CoalCombination 
Agreement
    
    01/12/03
    
    Old Fording, Teck
Cominco, Westshore,
OTPP and Sherritt
    
    Completion of the
transactions
comprising the 2003
Arrangement and
payment of related
expenses
    
    Agreement to create
Elk Valley Coal and
participate in the
2003 Arrangement
 INTERESTS OF EXPERTS
  ADDITIONAL INFORMATION
   1.
    
    When the securities of the Trust are in the course of a distribution pursuant to a short form
prospectus or a preliminary short form prospectus has been filed in respect of a distribution
of its securities:
 (a)
    
    one copy of the current annual information form of the Trust, together with
one copy of any document, or the pertinent pages of any document, incorporated by
reference in the annual information form;
 (b)
    
    one copy of the comparative consolidated financial statements of the Trust for
its most recently completed financial year together with the accompanying report of the
auditors and one copy of
quarterly interim consolidated financial statements of the Trust issued subsequent
to the issuance of the comparative consolidated financial statements for its most
recently completed financial year;
  53




---



##### 



(c)
    
    one copy of the Trusts Management Information Circular and Proxy Statement in
respect of its most recently completed annual meeting of Unitholders; and
 (d)
    
    one copy of any other documents that are incorporated by reference into the
preliminary short form prospectus or the short form prospectus not required to be
provided under (a) to (c) above; or
 2.
    
    At any other time, one copy of any other documents referred to in (1)(a), (b), (c) and
(d) above, provided the Trust may require the payment of a reasonable charge if the request is
made by a person who is not a Unitholder of the Trust.
 www.sedar.com www.sec.gov www.fording.ca
  
  54




---



##### 



APPENDIX A: GENERAL GLOSSARY
 2003 Arrangement www.sedar.com www.sec.gov www.fording.ca
 2005 Arrangement www.sedar.com www.sec.gov www.fording.ca
 2008 Annual General Meeting
 Available Cash
 (a)
    
    payments made by Fording LP to persons on account of royalties granted by
Fording LP to such persons;
 (b)
    
    costs, expenses, indebtedness and any other obligations of Fording LP that in
the opinion of the Board of Directors are accrued and owing or otherwise have been
incurred by Fording LP, including any tax liabilities of Fording LP; and
 (c)
    
    amounts allocated to cash reserves established by Fording ULC, in its
discretion, in its capacity as general partner of Fording LP;
 Board of Directors
 Capital and Operating Plan and Budget
 (a)
    
    the scheduling of Sustaining Capital Expenditures and whether it is anticipated
that a Permitted Cash Call will be made in connection with a CCA Shortfall;
 (b)
    
    the scheduling of Expansion Capital Expenditures and a statement of the
Managing Partner as to whether such expenditures will be funded by a Permitted Cash
Call or in some other manner;(c)
    
    forecasts of Partnership distributions; and(d)
    
    the proposed compensation of Management for the following year.
 CBCA Canada Business Corporations Act
 CONSOL
 CNR
 CPR
 Declaration of Trust www.sec.gov www.fording.ca
 Director
  A-1




---



##### 



Distributable Cash less
 Distribution Entitlement
 Elk Valley Coal Partnership
 Elkview LP
 Elkview Mine G.P.
 EVC Partnership Agreement www.sedar.com www.sec.gov www.fording.ca
 Exchange Option Plan
 Fording Amalco
 Fording Inc.
 Fording LP
 Fording Royalty
 Fording ULC Companies
Act
 GAAP
  A-2




---



##### 



Independent Director
 (a)
    
    is not an insider of Teck Cominco or its respective affiliates;
 (b)
    
    would qualify as independent (as defined in Section 1.4 of Multilateral
Instrument 52-110  Audit Committees)of Teck Cominco, if the Director was a director
(or served in an analogous capacity) of Teck Cominco; and
 (c)
    
    would qualify as independent (as defined in Section 1.4 of Multilateral
Instrument 52-110  Audit Committees)of Fording ULC;
 Independent Trustee
 (a)
    
    is not an insider of Teck Cominco or its respective affiliates;
 (b)
    
    would qualify as independent (as defined in Section 1.4 of Multilateral
Instrument 52-110  Audit Committees)of Teck Cominco, if the Trustee was a director
(or served in an analogous capacity) of Teck Cominco; and
 (c)
    
    would qualify as independent (as defined in Section 1.4 of Multilateral
Instrument 52-110  Audit Committees)of the Trust;
 Information Circular www.sedar.com www.sec.gov www.fording.ca
 Luscar
 MD&A www.sedar.com www.sec.gov www.fording.ca
 Neptune Terminals
 NI 43-101 Standards of Disclosure for Mineral Projects
 Non-Resident
 NSC
 NYCO
 NYSE
 Old FCL
 Old Fording
 OTPP
  A-3




---



##### 



Partners Partner
 Partnership Distributable Cash
 (a)
    
    all cash received by Elk Valley Coal in the period from any source including
cash generated by coal sales, cash received from the disposition of assets, decreases
in non-cash working capital, proceeds from debt incurred and proceeds from the
contributions of Partners,
 plus
 (b)
    
    cash balances on hand at the beginning of the period,
 less
 (c)
    
    all cash payments of any kind made in the period by Elk Valley Coal including
operating and administration expenses, increases in non-cash working capital, capital
expenditures (excluding those financed by capital leases), capital lease expenses,
interest expenses and repayment of debt,
 less
 (d)
    
    the amount of allocations to authorized reserves,
  POSCAN
 POSCO
 Prairie Operations
 Principal Unitholders
 QCP
 Royalty
 Royalty Agreement
 SEC Guide 7
 SEDAR
 Sherritt
 Sherritt Coal Partnership II
 Special Resolution of the Partners
 Tax Act Income Tax Act
  A-4




---



##### 



TBCI
 Teck Cominco
 Teck Cominco Coal Partnership Teck GP
 Trust
 Trustee
 TSX
 Unit
 Unitholder
 Unitholder Rights Plan www.sec.gov www.fording.ca
 Westshore
 Westshore Terminals
  A-5




---



##### 



APPENDIX B: GLOSSARY OF TECHNICAL TERMS
 BCM
 calorific value
 clean coal
 coal year
 coke
 fee simple
 freehold lease
 ISO
 kJ/kg
 metallurgical coal
 overburden
 PCI
 pit
 preparation plant
 raw coal
 seaborne metallurgical coal seaborne hard coking coal
 shovel
 strip ratio
  B-1




---



##### 



thermal coal
 tonne
 tonnes of coal
 tripoli
 truck and shovel mining
 wollastonite
  B-2




---



##### 



APPENDIX C: DEFINITIONS OF MINERAL RESERVES AND MINERAL RESOURCES
 Introduction
 SEC CIM Definition Standards"
 Part One  NI 43-101 (CIM Definition Standards)
    Mineral Reserves versus Mineral Resources
  Proven and Probable
  Measured and Indicated
    C-1




---



##### 



Inferred
  Part Two  SEC Guide 7 Definitions
 Reserve
  Proven Reserves
  Probable Reserves
   C-2




---



##### 



APPENDIX D: FORDING CANADIAN COAL TRUST
AUDIT COMMITTEE CHARTER
  PURPOSE
  1.
    
    oversee the integrity of the Trusts financial statements and financial reporting process of the Trust
and its subsidiaries, including the audit process and the Trusts internal accounting controls and
procedures and compliance with related legal and regulatory requirements; 1
 
    
    oversee compliance with legal and regulatory requirements; 2
    
    oversee the qualifications and independence of the external auditors;3
    
    oversee the work of the Trusts financial management, internal audit function and external auditors in
these areas;4 and
    
    provide an open avenue of communication between the external auditors, the internal auditors, the Board,
the board of directors of Fording (GP) ULC and the officers (collectively, Management) of the Trust,
Fording (GP) ULC and the Elk Valley Coal Partnership (the Partnership).
  COMPOSITION AND PROCEDURES
  1.
    
    Composition
 5 6
 
 1
    
    NYSE s.303A.7(c)(i)(A)2
    
    NYSE s.303A.7(c)(i)(A)3
    
    NYSE s.303A.7(c)(i)(A)4
    
    NYSE s.303A.7(c)(i)(A)5
    
    NYSE s.303.A.7(a)6
    
    MI-52-110 ss.1.4, 1.5, 3.1(2) and 3.1(3); SO
s.301; SEC Final Rule on Standards Relating to Listed Company Audit Committees;
NYSE s.303A.2, s.303A.6 and 303A.7(b)  D-1




---



##### 



2.
    
    Appointment and Replacement of Committee Members
  3.
    
    Financial Literacy
 7 8 9
 4.
    
    Service on Multiple Audit Committees
 10
 
 7
    
    MI 52-110 ss.1.1 and 3.1(4); NYSE
s.303.01(B)(i)(b); NYSE s.303A.7(a); Note: an acceptable definition may be the
ability to read and understand a balance sheet, an income statement and a cash
flow statement8
    
    NYSE s.303A.7(a)9
    
    SO s.407; NYSE s.303.01; NYSE s.303A.7(a);
Note: an acceptable definition may be the ability to read and understand a
balance sheet, an income statement and a cash flow statement; the SEC Final
Rule on Disclosure Required by Sections 406 and 407 of the Sarbanes-Oxley Act
of 2002 requires the Board to disclose whether or not it has designated an
audit committee financial expert; the rule defines an audit committee
financial expert as a person who has the following attributes: (1) An
understanding of generally accepted accounting principles and financial
statements; (2) The ability to assess the general application of such
principles in connection with the accounting for estimates, accruals and
reserves; (3) Experience preparing, auditing, analyzing or evaluating financial
statements that present 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 registrants financial statements,
or experience actively supervising one or more persons engaged in such
activities; (4) An understanding of internal controls and procedures for
financial reporting; and (5) An understanding of audit committee functions.
The SEC Rule further states that a person shall have acquired such attributes
through: (1) Education and experience as a principal financial officer,
principal accounting officer, controller, public accountant or auditor or
experience in one or more positions that involve the performance of similar
functions; (2) Experience actively supervising a principal financial officer,
principal accounting officer, controller, public accountant, auditor or person
performing similar functions; (3) Experience overseeing or assessing the
performance of companies or public accountants with respect to the preparation,
auditing or evaluation of financial statements; or (4) Other relevant
experience.10
    
    NYSE s.303A.7(a)  D-2




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5.
    
    Separate Executive Meetings
 11
 6.
    
    Professional Assistance
 12
 7.
    
    Reliance
  8.
    
    Review of Charter
 13
 9.
    
    Delegation
  10.
    
    Reporting to the Board
 14
 11.
    
    Committee Chair Responsibilities
  
 11
    
    NYSE s.303A.7(c)(iii)(E)12
    
    MI 52-110 s.4.1(a) and (b); SO s.301(5) and
(6); NYSE s.303A.7(c)(iii); SEC Final Rule on Standards Relating to Listed
Company Audit Committees13
    
    NYSE s.303A.7(c)(ii)14
    
    NYSE s.303A.7(c)(iii)(H)  D-3




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##### 



12.
    
    Committee Meetings
 15
 SPECIFIC MANDATES OF THE COMMITTEE
  I.
    
    In Respect of the External Auditors
 (a)
    
    review the performance of the external auditors who shall report directly to
the Committee16 and who are accountable to the Committee and the
Board as the representatives of the unitholders,17 including the lead
partner of the independent auditor team18 and make recommendations to the
Board as to the reappointment or appointment of the external auditors of the Trust to
be proposed in the Trusts proxy statement for unitholder approval, but shall not have
authority to terminate the external auditors without the approval of unitholders of the
Trust;19
 (b)
    
    review the reasons for any proposed change in the external auditors which is
not initiated by the Committee or Board and any other significant issues related to the
change, including the response of the incumbent auditors, and enquire as to the
qualifications of the proposed auditors before making its recommendation to the
Board;20
 (c)
    
    approve the terms of engagement and the compensation to be paid by the Trust to
the external auditors;21
 (d)
    
    review the independence of the external auditors22, including a
written report from the external auditors respecting their independence23
and consideration of applicable auditor independence standards;24
 (e)
    
    approve in advance all permitted25 non-audit services to be provided
to the Trust or any of its affiliates by the external auditors or any of their
affiliates,26 subject to any de minimusexception
allowed by applicable law; the Committee may delegate to one or more designated
members of the Committee the authority to grant pre-approvals required by this
subsection;
 
 15
    
    Proposed change to NYSE s.303A.7(c)(iii)(B)
(General Commentary)16
    
    MI 52-110 s.2.217
    
    NYSE s.303.01; SEC Final Rule on Standards
Relating to Listed Company Audit Committees18
    
    Commentary to NYSE s.303A.7(c)(iii)(A)19
    
    SO s.301(2); SEC Final Rule on Standards
Relating to Listed Company Audit Committees; MI 52-110 s.2.3(2); NYSE
s.303A.7(c)(i)(A) and 303A.7(c)(iii)20
    
    NI 51-102 s.4.1121
    
    SO s.301(2); NYSE s.303A.7(c)(iii)22NYSE s.303A.7(c)(i)(A)23NYSE s.303A.7(c)(iii)(A); CICA Handbook
Section 5751.12, .25, .29 and .3224
    
    SO s.203; NYSE s.303A.7(c)(iii)(A); CICA
Proposed Independence Standards s.204.4(20)  D-4




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##### 



(f)
    
    if the Committee approves an audit service within the scope of the engagement
of the external auditor, such audit service shall be deemed to have been pre-approved
for purposes of this subsection;
 (g)
    
    review the disclosure with respect to its pre-approval of audit and non-audit
services provided by the external auditors;27
 (h)
    
    approve guidelines for the hiring by the Trust of employees or former employees
of the external auditors;28
 (i)
    
    review annually a report from the external auditors in respect of their
internal quality-control procedures, any material issues raised by the most recent
internal quality-control review, or peer review of the external auditors, or by any
inquiry or investigation by governmental or professional authorities, within the
preceding five years, respecting one or more independent audits carried out by the
external auditors, and any steps taken to deal with any such issues;29(j)
    
    review a report describing:
 (i)
    
    all critical accounting policies and practices to be used in
the annual audit;
 (ii)
    
    all alternative treatments of financial information within
generally accepted accounting principles that have been discussed with
Management, ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the external auditors; and
 
 25
    
    The following non-audit services are
prohibited under SO s.201(a), the SEC Final Rule on Strengthening the
Commissions Requirements Regarding Auditor Independence and the CICAs
proposed Auditor Independence Standards: 
    
    bookkeeping services and other services related to accounting records
or financial statements;
    
    financial information systems design and implementation;
    
    appraisal or valuation services, fairness opinions or
contribution-in-kind reports;
    
    actuarial services;
    
    internal audit outsourcing services;
    
    management functions or human resources;
    
    broker dealer, investment advisor or investment banking services;
    
    legal services and expert services unrelated to the audit.
  
 26
    
    SO s.201 & 202; SEC Final Rule on
Strengthening the Commissions Requirements Regarding Independence; SEC
Regulation S-X 2-01(c)(7)27
    
    SO s.202; SEC Final Rule on Strengthening
the Commissions Requirements Regarding Auditor Independence28
    
    MI 52-110 s.2.3(8); NYSE
s.303A.7(c)(iii)(G); SO s.206; SEC Final Rule on Strengthening the Commissions
Requirements Regarding Auditor Independence; Independence Standards Board
Independence Standard No. 329
    
    NYSE s.303A.7(c)(iii)(A); CICA Handbook
Section 5751.31  D-5




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##### 



(iii)
    
    other material written communication between the external
auditors and Management, such as any management letter or schedule of
unadjusted differences;30
 (k)
    
    review with the external auditors and Management the general audit approach and
scope of proposed audits of the financial statements of the Trust and Fording (GP) ULC
and its subsidiaries, the objectives, staffing, locations, co-ordination and reliance
upon Management in the audit, the overall audit plans, the audit procedures to be used
and the timing and estimated budgets of the audits;31
 (l)
    
    review the interim review engagement report of the external auditors before the
release of interim financial statements; and
 (m)
    
    discuss with the external auditors any difficulties or disputes that arose with
Management or the internal auditors during the course of the audit, any restrictions on
the scope of activities or access to requested information and the adequacy of
Managements responses in correcting audit-related deficiencies.32
 II
    
    In Respect of Financial Disclosure
 (a)
    
    review with the external auditors and Management:
 (i)
    
    the audited financial statements and the notes and Managements
Discussion and Analysis relating to such financial statements, the annual
report, the financial information of the Trust contained in any prospectus or
information circular or other disclosure documents or regulatory filings of the
Trust and make recommendations to the Board for their approval;33
 (ii)
    
    the interim financial statements and the notes and Managements
Discussion and Analysis relating to such financial statements34 and
approve their release to the public;
 (iii)
    
    the quality, appropriateness and acceptability of the Trusts
accounting principles and practices used in its financial reporting, changes in
the Trusts accounting principles or practices and the application of
particular accounting principles and disclosure practices by Management to new
transactions or events;
 (iv)
    
    all significant financial reporting issues and judgments made
in connection with the preparation of the financial statements, including the
effects of alternative methods within generally accepted accounting principles
on the financial statements35 and any second opinions sought by
Management from an independent or other audit firm or advisor with respect to
the accounting treatment of a particular item;
 
 30
    
    SO s.204; SEC Final Rule on Strengthening
the Commissions Requirements Regarding Auditor Independence31
    
    CICA Handbook Section 5751.14; MI 52-110
s.2.3(3)(c)(i)(A)32
    
    NYSE s.303A.7(c)(iii)(F); CICA Handbook
Section 5751.2333
    
    NI 51-102 s. 4.5; NYSE s.303A.7(c)(ii)(B)34
    
    NI 51-102 s. 4.5; NYSE s.303A.7(c)(iii)(B)35
    
    SO s. 204; NYSE s.303A.7(c) (General
Commentary)  D-6




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##### 



(v)
    
    the effect of regulatory and accounting initiatives on the
Trusts financial statements and other financial disclosures;36
 (vi)
    
    any reserves, accruals, provisions or estimates that may have a
significant effect upon the financial statements of the Trust;
 (vii)
    
    the use of special purpose entities and the business purpose
and economic effect of off balance sheet transactions, arrangements,
obligations, guarantees and other relationships of the Trust and their impact
on the reported financial results of the Trust;37
 (viii)
    
    any legal matter, claim or contingency that could have a significant impact
on the financial statements, the Trusts compliance policies and any material
reports, inquiries or other correspondence received from regulators or
governmental agencies and the manner in which any such legal matter, claim or
contingency has been disclosed in the Trusts financial statements;
 (ix)
    
    review the treatment for financial reporting purposes of any
significant transactions which are not a normal part of the Trusts operations;
and
 (x)
    
    the use of any pro forma or adjusted information not in
accordance with generally accepted accounting principles.38
 (b)
    
    review and resolve disagreements between Management and the external auditors
regarding financial reporting39 or the application of any accounting
principles or practices;
 (c)
    
    review earnings news releases, as well as financial information and earnings
guidance provided to analysts and ratings agencies, it being understood that such
review may, in the discretion of the Committee, be done generally (i.e., by discussing
the types of information to be disclosed and the type of presentation to be made) and
that the Committee need not discuss in advance each earnings release or each instance
in which the Trust gives earning guidance;40
 (d)
    
    periodically assess procedures for the review of disclosure of financial
information extracted or derived from the financial statements, other than the
disclosure referred to in (a)(i) and (ii) above;41
 (e)
    
    establish and monitor procedures for the receipt and treatment of complaints
received by the Trust regarding accounting, internal accounting controls or audit
matters and the anonymous submission by employees of concerns regarding questionable
accounting or auditing matters and review periodically with Management and the internal
auditors these procedures and any significant complaints received;42
 
 36
    
    NYSE s.303A.7(c) (General Commentary)37
    
    NYSE s.303A.7(c) (General Commentary); SO
s.401; SEC Final Rule on Disclosure in Managements Discussion and Analysis
About Off  Balance Sheet Arrangements and Aggregate Contractual Obligations38
    
    SO s.401; SEC Regulation G; NYSE s.
303A.7(c); SEC Final Rule on Conditions for Use of Non-GAAP Financial Measures;
CSA Notice 52-30639
    
    SO s.301; SEC Final Rule on Standards
Relating to Listed Company Audit Committees; MI 52-110 s.2.3(3)40
    
    NP 51-201 s.6.4; MI 52-110 s.2.3(5); NYSE
s.303A.7(c)(iii)(C) and 303A.7(c) (General Commentary)41
    
    MI 52-110 s.2.3(6)42
    
    SO s.301; SEC Final Rule on Standards
Relating to Listed Company Audit Committees; MI 52-110 s.2.3(7)  D-7




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##### 



(f)
    
    if requested by the Board, receive from the President and the Chief Financial
Officer of the Trust a certificate certifying in respect of each annual and interim
report the matters such officers are required to certify in connection with the filing
of such reports under applicable securities laws and receive and review disclosures
made by such officers about any significant deficiencies in the design or operation of
internal controls or material weaknesses therein and any fraud involving Management or
persons who have a significant role in the Trusts internal controls; and
 (g)
    
    review and discuss the Trusts major financial risk exposures and the policy
steps Management has taken to monitor and control such exposures, including the use of
any financial derivatives and hedging activities.43
 III
    
    In Respect of Insurance
 (a)
    
    review annually insurance programs relating to the Trust and its investments.
 IV
    
    In Respect of the Internal Audit Function44
 (a)
    
    determine the appropriate function for the Trust and oversee its processes and
budget and the terms of compensation for any individuals engaged in such function.
 V
    
    In Respect of Internal Controls
 (a)
    
    review the adequacy and effectiveness of the Trusts internal accounting and
financial controls based on recommendations from Management and the external auditors
for the improvement of accounting practices and internal controls;45(b)
    
    review annually a report on senior officer expenses;(c)
    
    oversee compliance with internal controls;
 (d)
    
    review with Management and the external auditors reports from Management
respecting (i) all significant deficiencies and material weakness in the design or
operation of internal control over financial reporting which are reasonably likely to
adversely affect the Trusts ability to record, process, summarize and report financial
information and (ii) any fraud, whether or not material, that involves management or
other employees who have a significant role in the issuers internal control over
financial reporting; and
 (e)
    
    periodically review and assess the Joint Code of Business Conduct in light of
reports from Management on compliance and other reports received pursuant to the
Whistleblower Hotline program and other procedures for the receipt, retention, and
treatment of complaints received by the issuer.
 VI
    
    In Respect of Disclosure Controls and Procedures
 (a)
    
    review, discuss with Management and, to the extent the Audit Committee deems
necessary or appropriate, the internal auditor and the external auditor, the Trusts
disclosure controls and procedures and make recommendations to the Board respecting the
Trusts disclosure controls and procedures. More particularly, the Audit Committee
shall:
 
 43
    
    NYSE s.303A.7(c)(iii)(D)44
    
    NYSE s.303A.7(c)(i)(A) and
303A.7(c)(iii)(E); 303A.7(d)45
    
    NYSE s.303A.7(c) (General Commentary); CICA
Handbook Section 5751.16  D-8




---



##### 



(i)
    
    discuss and review Managements annual evaluation of the effectiveness
of disclosure controls and procedures;
 (ii)
    
    discuss with Management at least annually the guidelines and policies
utilized with respect to financial, fraud and disclosure risk assessments; and
 (iii)
    
    receive updates from Management, including copies of any
correspondence with securities regulators regarding financial reporting or
disclosure matters.
 OVERSIGHT FUNCTION
   D-9