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Exhibit G FORDING CANADIAN COAL TRUST
FORDING (GP) ULC
JOINT CODE OF BUSINESS CONDUCT This Code of Business Conduct (the
“Code”) has been adopted by the Trustees of the Fording Canadian
Coal Trust and the Board of Directors of Fording (GP) ULC. It applies to
every trustee, director, officer and employee of the Fording Group (defined
below). Every employee, officer, director or
trustee, as applicable, of the Fording Group occupies a position of trust. In
varying measure, such individuals, as well as certain contractors, represent
the Fording Group in their relations with others – whether with
customers, suppliers, employees, competitors, governments, investors or the
general public. Whatever the area of activity and whatever the degree of
responsibility, such persons are expected to act in a manner that will enhance
the Fording Group’s reputation for honesty, integrity and the faithful
performance of undertakings and obligations. Every trustee, director, officer and
employee of the Fording Group has the responsibility to obey the law and act
ethically. To that end, this Code is a guide that is intended to sensitize such
individuals to significant legal and ethical issues that arise frequently and
to the mechanisms available to report illegal or unethical conduct. It is not,
however, a comprehensive document that addresses every legal or ethical issue
that a trustee, director, officer and employee may confront, nor is it a
summary of all laws and policies that may apply. Ultimately, no code of
business conduct can replace the thoughtful behavior of an ethical person. The provisions of this Code, as set
forth in sections A to Q, are mandatory and full compliance is expected under
all circumstances. This Code affirms the commitment of the Fording Group to
uphold high ethical standards and specifies the basic norms of behaviour for
the Fording Group and all trustees, directors, officers and employees. Failure to comply with this Code can
have severe consequences. Offenders will be appropriately disciplined, which
may include discharge from office or termination of employment. Conduct that
violates this Code may, in some circumstances, also violate federal, provincial
or state law and can subject both the Fording Group and its trustees,
directors, officers and employees to prosecution and legal sanctions. No one other than the Board of
Directors of Fording (GP) ULC and the Trustees acting together has
authority to make exceptions to this Code. Any questions about this Code may be
directed to the Vice President, Human Resources & Legal Affairs (the
“Secretary”). Any employee concerned about conduct he or she
believes may violate the Code, the policies of the Fording Group or the law,
should consult with his or her supervisor or any management person the employee
is comfortable with to discuss such issues. As discussed below in
Section Q, “Duty to Report”, employees may also communicate
complaints or concerns regarding suspected violations or failures to comply
with the law or this Code on a confidential or anonymous basis by using Fording
Group’s Whistleblower Hotline or web form available via a hyperlink from
Fording Group’s website to a confidential website. Both of these services
are managed by an independent outside service provider.  1




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- 2 - SCOPE In this Code, the “Fording
Group” refers collectively to the Trust and all entities in which the
Trust has a direct or indirect equity interest of 50% or more other than the
Elk Valley Coal Partnership and entities controlled by it. Under the
Partnership Agreement for the Elk Valley Coal Partnership, the Managing Partner
is required to maintain a code of conduct for the Partnership in a form and
substance acceptable to the independent directors of Fording (GP) ULC. The Elk
Valley Coal Partnership Code of Conduct is available on the Elk Valley Coal
website. SECTION A COMPLIANCE WITH THE LAW The Fording Group and all trustees,
directors, officers and employees share a commitment to comply fully with all
applicable lawful requirements, both domestic and foreign, applicable to the
businesses of the Fording Group. Whenever there is doubt about the
application or interpretation of any legal requirement, the trustee, director,
officer or employee should seek the advice of the Secretary or, in the case of
an employee, refer the matter to the employee’s supervisor. Many of the
Fording Group’s activities are subject to complex and changing laws, in
Canada and other countries, affecting both local and foreign trade and
commerce. Ignorance of the law is not, in general, a defence should such laws
be contravened; moreover, agreements or arrangements need not necessarily be in
writing to be contradictory to such laws since it is possible for a
contravention to be inferred from the conduct of the parties. Accordingly,
every trustee, director, officer and employee must diligently ensure that they
are aware of, and that their conduct cannot be interpreted as being in
contravention of, laws governing the affairs of the Fording Group in any
jurisdiction where the Fording Group carries on business. SECTION B GIFTS AND ENTERTAINMENT Trustees, directors, officers and
employees shall not furnish, directly or indirectly, on behalf of the Fording
Group expensive gifts or provide excessive entertainment or benefits to other
persons. Those individuals whose duties
permit them to do so may furnish modest gifts, favours and entertainment to
persons, other than public officials, if all the following tests are met:  •
  
  they are not in cash or other negotiable
instruments;  •
  
  they cannot reasonably be interpreted as an
improper payment or inducement and are of nominal value;  •
  
  they are made as a matter of general and
accepted business practice;  2




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- 3 -  •
  
  they do not contravene any law and in addition
are made in accordance with generally accepted local ethical practices;
and  •
  
  if subsequently disclosed to the public, their
provision would not in any way embarrass the Fording Group or the
recipients. For example, reasonable expenses for
the entertainment of customers, prospective employees or business associates
are permissible on the part of those individuals whose duties embrace the
provision of such entertainment, provided proper accounting is made in
accordance with the applicable policies of the Fording Group and such form of
business development does not to the knowledge of the individual contravene the
policies of the recipient’s employer. SECTION C DEALINGS WITH DOMESTIC PUBLIC
OFFICIALS All dealings between trustees,
directors, officers and employees and public officials are to be conducted in a
manner that will not compromise the integrity or impugn the reputation of any
public official or the Fording Group. Even the appearance of impropriety
in dealing with public officials, whether domestic or foreign, is improper and
unacceptable. Any participation, whether directly or indirectly, in any
improper profit sharing arrangement, illegal gratuities, indirect
contributions, improper inducements or similar payments is expressly forbidden,
notwithstanding that they might further the business interests of the Fording
Group. Maintenance of a high standard of integrity is of the utmost importance
to the Fording Group. In situations where employees engage
in regular and ongoing contact with public officials, the following standards
apply:  •
  
  No employee shall give any gift or make any
form of payment, direct or indirect, to any public official, or any recipient
whom the employee knows will pass the gift of payments on to a public official,
as an inducement to having a law or regulation introduced, enacted, defeated or
violated.  •
  
  Since the furnishing of even an inexpensive
gift or a modest entertainment or benefit to a public official may be open to
the interpretation that it was furnished illegally to secure his or her
influence as a public official, no such gift, entertainment or benefit may be
furnished by an officer or employee of the Fording Group unless he or she
complies with the following conditions:  (i)
  
  an officer of the Fording Group may from time
to time and in appropriate circumstances furnish inexpensive gifts or modest
entertainment or benefits to a public official; and  3




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- 4 -  (ii)
  
  an employee who is not an officer may furnish
inexpensive gifts or modest entertainment or benefits to a public official only
if he or she has received authorization to do so from an officer of the Fording
Group, and he or she submits an expense account disclosing the expenditure for
the approval of the individual from whom authorization was first obtained. The Fording Group and its
representatives will not engage in or undertake lobbying activities or similar
endeavours in an attempt to intervene in any legislative process without the
prior written advice of external or internal counsel that all registration
requirements under the applicable laws have been met and an express
authorization from the CEO. DEALINGS WITH FOREIGN PUBLIC
OFFICIALS The Corruption of Foreign Public
Officials Act(Canada) makes it an offence to make or offer a payment, gift
or benefit to a foreign government official in order to induce favourable
business treatment, such as obtaining or retaining business or some other
advantage in the course of business. This principle applies to all of Fording
Group’s business operations, even where such practices may be considered
to be a way of “doing business” or necessary in a particular
country. Furthermore, this legislation applies to dealings with foreign public
officials in Canada and the official’s own state. In order to avoid any potential
non-compliance with the legislation, it is Fording Group’s policy that no
payments or offers to make payments whatsoever, regardless of amount or
purpose, including facilitating payments permitted by the legislation, shall be
made either directly or through third parties to officials or employees of
government agencies or instrumentalities (including government monopolies)
without a prior written opinion from the Secretary or his or her designate that
the payment does not violate the legislation and an express authorization from
the CEO. Moreover, all approved arrangements must be covered by written
contracts and documents in accordance with Fording Group’s legal and
accounting requirements and business practices. SECTION D POLITICAL CONTRIBUTIONS The use of any funds, goods or
services of the Fording Group as contributions to political parties, candidates
or campaigns is forbidden, unless made at the expense of the Fording Group and
authorized by the Chief Financial Officer and the contribution is in accordance
with the approved political donations budget. Contributions include money or
anything having value, such as loans, services, excessive entertainment, trips
and the use of facilities or assets of the Fording Group. Further, no trustee,
director, officer or employee is to be reimbursed for any contributions that he
or she might make. The Fording Group encourages political activity and
political involvement by individuals acting on their own behalf but not as
representatives of the Fording Group. The Fording Group has developed a
Political Donations Policy that is included in the Fording Policy Manual or
available from an employee’s supervisor.  4




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- 5 - SECTION E PERSONAL GAIN Trustees, directors, officers and
employees shall not use their position with the Fording Group to obtain
personal gain from those doing or seeking to do business with the Fording Group. Except as hereinafter provided, such
individuals should neither seek nor accept gifts, payments, services, fees,
special privileges, vacations or accommodations or loans from any person
(except, in the case of loans, from persons in the business of lending and then
only on conventional terms) or from any organization or group that does, or is
seeking to do business with the Fording Group, or from a competitor of the
Fording Group. Trustees, directors, officers and
employees may accept modest gifts, favours or entertainment provided that in so
doing, standards consistent with the tests relating to the furnishing of gifts
as set forth in Section B are met. Invitations received from service
providers to attend entertainment or participate in advisory groups or meetings
which involve transportation or accommodation costs paid by the service
provider shall not be accepted without the prior approval of the
individual’s supervisor and in compliance with the following conditions:  (i)
  
  there is a benefit to the Fording Group for
the individual to participate in the matter in question; and  (ii)
  
  the transportation costs associated with the
individual participating in the matter in question (or the accommodation costs,
if greater) are paid by the Fording Group and he or she submits an expense
account disclosing the expenditure for the approval of the individual from whom
authorization was first obtained. SECTION F CONFLICT OF INTEREST Trustees, directors, officers and
employees must avoid all situations in which their personal interests conflict
or might conflict with their duties to the Fording Group. Such individuals should seek to
avoid acquiring any interests or participating in any activities that would
tend to:  •
  
  deprive the Fording Group of the time or
attention required to perform their duties properly; or  •
  
  create an obligation or distraction that would
affect their judgement or ability to act in the best interest of the Fording
Group.  5




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- 6 - In certain instances, ownership or
other participation in a business that competes in the same market or for the
same goods, services or skilled employees or in a complementary business or
enterprise might create or appear to create such a conflict. Trustees,
directors, officers and employees are required to disclose in writing to the
Fording Group all business, commercial or financial interests or activities
that might reasonably be regarded as creating an actual or potential conflict
with their duties. Every officer and employee who is charged with executive,
managerial or supervisory responsibility is required to see that actions taken
and decisions made within his or her jurisdiction are free from the influence
of any interests that might reasonably be regarded as conflicting with those of
the Fording Group. Trustees, directors, officers and
employees are prohibited from: (a) taking for themselves personally
opportunities that properly belong to the Fording Group or are discovered
through the use of Fording Group property, information or position;
(b) using Fording Group property, information or position for personal
gain; and (c) competing with the Fording Group. All such individuals owe a
duty to advance the legitimate interests of the Fording Group when the
opportunity to do so arises. The law provides that if personal
financial benefit is improperly gained by a trustee, director, officer or
employee directly, or indirectly through a spouse or child or a relative
sharing the same residence as the individual, as a result of his or her
employment or position or by the use or misuse of property of the Fording Group
or of information that is confidential to the business of the Fording Group,
then the individual must account to the applicable member(s) of the Fording
Group for any benefit received. Trustees, directors, officers and employees
must do more than merely act within the law. They must act in such a manner
that their conduct will bear the closest scrutiny should circumstances demand
that it be examined. Not only actual conflicts of interest but also the very
appearance of conflict should be avoided. SECTION G INSIDE INFORMATION Trustees, directors, officers and
employees shall not use for their own personal gain, or disclose for the use of
others, inside information obtained as a result of their employment or position
with or interest in the Fording Group. The Fording Group has developed a
Joint Insider Trading Policy that is included in the Fording Policy Manual or
available from an employee’s supervisor. SECTION H DISCLOSURE OF CONFIDENTIAL
INFORMATION Unless previously published in the
public domain, records, reports, papers, devices, processes, plans, methods,
trade secrets, inventions and apparatus belonging to the Fording Group or
belonging to a third party to which any trustee, director, officer or employee
of the Fording Group has been permitted access are considered by the Fording
Group, or the party who has permitted access thereto, to be secret and
confidential, and such individuals are prohibited from revealing, reproducing,
processing or using information concerning such matters without proper
authorization.  6




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- 7 - Copyright laws protect many
materials you use in the course of your work such as computer software, books,
audio and video tapes, trade journals and magazines as well as materials
provided by outside consultants, such as presentation, slides and management
models. It is illegal to reproduce, distribute or alter copyrighted materials
without the permission of the copyright owner or the authorized agent.
Directors, officers and employees of the Fording Group must also comply with
the copyrights on software installed on their office computers and on network
computer storage areas they control. You may not copy, install or otherwise use
software in a manner that violates the license agreement for that software. The Fording Group participates in
highly competitive industries where new technology and state-of-the-art
advances are required on an ongoing basis. This provides an opportunity for the
Fording Group to survive and prosper in these competitive environments and
provide jobs and security for their employees. This requires a constant effort
to ensure that trade secrets, research and development, and business techniques
are protected and secure. It is important that all individuals know and
understand the responsibilities that they have to preserve confidentiality so
as to allow the Fording Group to continue to operate and protect its business
interests. As a result, trustees, directors, officers and employees will not
disclose to the public information which might impair the Fording Group’s
competitive effectiveness or which might violate the private rights of
individuals, enterprises or institutions and are prohibited from discussing or
disclosing to the public any secret or confidential information about the
Fording Group or in the possession of the Fording Group without authorization.
Disclosure of confidential information may be authorized for legitimate
purposes such as full and complete reporting to regulatory agencies or the
provision of information to customers, employees, investors and the public as
may be necessary to allow them to judge adequately the Fording Group and its
activities. Officers and employees shall comply
with departmental policies and procedures relating to the retention and the
destruction of the documents and records of the Fording Group. The policy of the Fording Group is
to cooperate with every reasonable request of government investigators for
information. At the same time, the Fording Group is entitled to all the
safeguards provided by law for the benefit of persons under investigation or
accused of wrongdoing, including legal representation. If a representative of
any government or government agency seeks an interview with a trustee,
director, officer or employee or requests access to data or documents for the
purposes of an investigation, the trustee, director, officer or employee should
refer the representative to the Secretary. The Fording Group has developed a
Joint Disclosure Policy to provide for timely, fair and accurate public
disclosure of all material information relating to the Fording Group in order
to keep holders of Trust securities and the public appropriately informed about
the business and affairs of the Fording Group and avoid selective disclosure of
material information. The Joint Disclosure Policy is included in the Fording
Policy Manual or available from an employee’s supervisor. SECTION I RECORDING OF TRANSACTIONS AND
DISCLOSURE OF FUNDS AND ASSETS The Fording Group and all trustees,
directors, officers and employees must protect the assets of the Fording Group
and ensure their efficient use. Such assets include, without limitation, intellectual property such as
corporate or business names, logos, trademarks, patents, copyrights,
confidential information, ideas, plans and strategies. Theft, carelessness and
waste have a direct impact on profitability. All assets of the Fording Group
should be used only for legitimate business purposes. Any misuse or
infringement of assets of the Fording Group should be reported to the Secretary.  7




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- 8 - The books and records of the Fording
Group must fully and fairly disclose, in an accurate, timely and understandable
manner, all transactions and dispositions of the assets of the Fording Group. Officers and employees must document
and record all transactions in accordance with the Fording Group’s
internal control procedures and in compliance with all applicable accounting
principles, laws, rules and regulations. Under no circumstances should an
officer or employee create misleading records or falsify documents. All funds and assets are to be
recorded and disclosed. The use of the funds or assets of the Fording Group for
any unlawful or improper purpose is strictly prohibited and those responsible
for the accounting and record-keeping functions are expected to be vigilant in
ensuring enforcement of this prohibition. SECTION J DISCRIMINATION-FREE WORK
ENVIRONMENT Trustees, directors, officers and
employees must adhere to the policies which specifically provide for a work
environment free of discrimination and harassment, and in which individuals are
accorded equality of employment opportunity based upon merit and ability. Discriminatory practices based on
race, sex, colour, national or ethnic origin, religion, marital status, family,
age or disability will not be tolerated. All individuals are entitled to
freedom from sexual and all other forms of personal harassment in the workplace. It is not a discriminatory practice
to make a distinction between persons based on bona fide occupational
requirements. Since bona fide occupational requirements are narrowly defined,
such distinctions should not be undertaken without first obtaining express
authorization. Further, it is the responsibility of
all individuals to contribute to a work atmosphere free of harassing, abusive,
disrespectful, disorderly, and disruptive or other nonprofessional conduct. The
Fording Group has developed a Treatment of Employees Policy that is included in
the Fording Policy Manual or available from an employee’s supervisor. SECTION K PROTECTION OF PERSONAL
INFORMATION The collection, use and disclosure
of personal information is governed by the Personal Information Protection
Actof British Columbia, the Personal Information Protection Actof
Alberta, and, where applicable, the Personal Information Protection and
Electronic Documents Act (Canada).  8




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- 9 - The Fording Group has adopted a
Protection of Personal Information Policy to govern the collection, use and
disclosure of personal information in a manner that complies with the law and
recognizes both the right of individuals to protect their personal information
and the need of the Fording Group to collect, use, or disclose personal
information for the purposes reasonably required to establish, manage and
terminate employment relationships and generally operate its business. The
Protection of Personal Information Policy is included in the Fording Policy
Manual or available from an employee’s supervisor. SECTION L HEALTH AND SAFETY The Fording Group is committed to
providing its officers and employees with safe and secure workplaces that meet
or exceed the laws and governmental requirements with respect to occupational
health and safety in the jurisdiction where the workplace or facility is
located. Management and supervisors are responsible for eliminating health and
safety hazards from the workplace and training employees to work safely. In
turn, all employees are expected to do their part to promote a safe work
environment by complying with safe work practices and procedures, complying
with all applicable health and safety laws and governmental requirements,
reporting unsafe conditions to their supervisors, and taking steps to protect
themselves and others from dangerous conditions. The Fording Group recognizes that
the use of alcohol and illegal drugs and the misuse of medications can have
serious adverse effects on the safety of its employees and the work
environment. The Fording Group has developed an Alcohol, Illegal Drugs and
Medications Policy to make employees aware that these behaviours will not be
tolerated and to encourage and assist employees with abuse, dependency, or
addiction problems to access effective prevention and rehabilitation programs
before a work place accident occurs. The Alcohol, Illegal Drugs and Medications
Policy is included in the Fording Policy Manual or available from an
employee’s supervisor. SECTION M PROTECTION OF THE ENVIRONMENT The Fording Group and all trustees,
directors, officers and employees shall treat the protection of the environment
as an integral factor in all decision-making. The Fording Group is committed to
the protection of the environment. To comply with this commitment, the Fording
Group’s policy is to meet or exceed all applicable legal requirements.
Officers and employees must report to their superior all circumstances in which
toxic substances are spilled or released into the environment. Violations of
environmental laws, even if unintentional, can carry severe penalties and could
result in prosecution of members of the Fording Group or the individuals
involved, or both. SECTION N COMPETITION AND TRADE PRACTICE
STANDARDS The Fording Group competes
vigorously in its business activities, but its efforts in the marketplace shall
be conducted in a fair and ethical manner and in compliance with applicable
competition and trade practice laws and regulations.  9




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- 10 - Under no circumstances shall the
Fording Group or any trustee, director, officer, employee or agent thereof,
engage or induce another to engage on their behalf, in any activity involving
any competitor, vendor, supplier, customer or other party which is in violation
of competition laws and regulations designed to foster fair competition. The use of improper means to obtain
any competitor’s information, whether or not that information is
confidential, such as posing as an employee of a fictitious company, using
other false pretences, bribery or unauthorized access to a computer network is
prohibited. Because competition laws are
complex, questions about compliance should be referred to the Secretary. SECTION O COMPUTING TECHNOLOGY The Fording Group provides computer
hardware, software, Internet, e-mail and external data communications to its
trustees, directors, officers and employees. The use of computers and
telecommunications technology has become a prevalent and standard business
practice, and all officers and employees must exercise the same discretion as
when using other business tools such as office telephones and facilities. Users
are expected to efficiently and securely utilize these tools for business
purposes, while protecting corporate data and information and exercising
appropriate business conduct at all times. Computing is for Fording Group
business purposes and personal commercial uses are forbidden. Users will not
create or transmit any unsolicited commercial, advertising or recreational
material, or use any system resources for political activities or to advance
the interests of any party other than the Fording Group. The Fording Group’s computers
and Internet connections are intended to be used for business purposes. Users
will not create, access or transmit any material, data, text, audio or images,
or material that is capable of being converted, which is offensive, obscene,
indecent, libellous, slanderous, harassing, annoying or defamatory. Users are
expected to discourage others from transmitting such information to their
Internet address. Users must comply with all laws including those with respect
to all forms of intellectual property rights, trademarks, copyrights and
harassment. Users must use facilities
efficiently, minimize unnecessary messages to others, and refrain from activity
that will jeopardize the normal business operation of the system. All Internet use by the Fording
Group’s officers and employees is subject to periodic audit by authorized
Fording Group personnel. The Fording Group has developed a
Computer and Telecommunications Technology Policy regarding breaches of
security and non-compliance that is included in the Fording Policy Manual or
available from an employee’s supervisor. Any suspected security breach or
incident must be reported immediately to the Information Systems Department.
Non-compliance with the Computer and Telecommunications Technology Policy will
be referred to an appropriate officer of the Fording Group.  10




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- 11 - SECTION P IMPROPER INFLUENCE ON CONDUCT OF
AUDITS No trustee, director, officer or
employee shall fraudulently influence, coerce, manipulate or mislead any
internal auditor or any independent public or certified accountant engaged in
the performance of an audit of the financial statements for the purpose of
rendering such financial statements materially misleading. The honesty and integrity of those
who represent the Fording Group must underlie all of the Fording Group’s
relationships, including those with securityholders, customers, suppliers,
governments, regulators, professional service providers and others. The
integrity of the Fording Group’s financial reporting is of particular
importance as the Trust’s securityholders rely on the Fording Group to
provide complete, accurate and timely information. The dissemination of
financial statements that contain materially misleading information can have
serious legal consequences for both the Fording Group and individuals involved. SECTION Q DUTY TO REPORT Every trustee, director, officer and
employee has a duty to adhere to this Code and all applicable policies and to
immediately report to his or her superior or the Audit Committee of Fording
(GP) ULC or the Trust any suspected violations. Anyone may report questionable
accounting or auditing matters on an anonymous basis by addressing a written
submission to the Chair of the Audit Committee of Fording (GP) ULC or the
Trust and delivering such submission by prepaid first class mail, by courier
service or other personal method of delivery. Reports concerning environmental,
health and safety matters may also be made on an anonymous basis by addressing
a written submission to the Chair of the Environmental, Health & Safety
Committee of Fording (GP) ULC and delivering such submission by prepaid
first class mail, by courier service or other personal method of delivery.
Employees may also communicate complaints or concerns regarding suspected
violations or failures to comply with the law or this Code on a confidential or
anonymous basis by using Fording Group’s — Whistleblower Hotline or
web form available via a hyperlink from Fording Group’s website to a
confidential website. Both of these services are managed by an independent
outside service provider. For further information on the Whistleblower Hotline,
the web form or other reports related to this Code, employees should refer to
Fording Group’s Whistleblower Policy. The Policy is included in the
Fording Policy Manual or available from an employee’s supervisor.  11




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- 12 - The Fording Group will not permit
any form of retaliation against an individual who has truthfully and in good
faith:  •
  
  reported violations of this Code in accordance
with this Section;  •
  
  lawfully provided information or assistance in
an investigation regarding any conduct which the individual reasonably believes
constitutes a violation of applicable securities laws or applicable laws
relating to fraud against securityholders when the information or assistance is
provided to or the investigation is conducted by a regulatory or law
enforcement agency, a member of Parliament, the Senate or U.S. Congress or any
committee thereof or a person with supervisory authority over employees or
other persons working for the Fording Group with authority to investigate,
discover or terminate misconduct;  •
  
  filed, caused to be filed, testified,
participated in or otherwise assisted in a proceeding related to a violation of
applicable securities laws or applicable laws relating to fraud against
securityholders; or  •
  
  provided a law enforcement officer with
truthful information regarding the commission or possible commission of an
offence, unless the individual reporting is
one of the violators. DISTRIBUTION OF THE CODE Every trustee, director, officer and
employee who has executive, managerial or supervisory responsibilities, or
deals on behalf of the Fording Group with government officials or political
parties or candidates, or who has access to confidential information, will be
provided with a copy of this Code. To ensure a proper understanding of this
Code, any questions pertaining to its application to the area of responsibility
and jurisdiction of an employee will be explained by the employee’s
supervisor. At commencement of employment or
term of office and at least every three years thereafter, each officer and
employee shall be required to complete a prescribed form of acknowledgement, a
record of which will be retained by the entity by which the officer or employee
is employed, and which shall confirm that each such individual has completed
the required form acknowledging having read or reread, as the case may be, the
current version of this Code. An employee who occupies a position
as a chief executive officer or equivalent (other than the Chair of the
Board/CEO of the Trust or Fording (GP) ULC) Chief Financial Officer, Vice
President, treasurer, controller, senior financial officer or manager of the
Fording Group (a “CEO” or “CFO”) shall also be required
to comply with the Joint Code of Ethical Conduct for Financial Matters
(“Code for Financial Matters”) attached to this Code as Schedule
“A” and complete the prescribed form of acknowledgment annually. In cases where an individual is
engaged under contract to provide services to the Fording Group and that
individual deals on behalf of the Fording Group with government officials or
political parties or candidates, or has access to confidential information,
such individual’s contract will, as part of its terms, require compliance
with this Code and such individual will be provided with a copy of this Code
and shall complete a prescribed form of acknowledgement, and in connection with
the provision of service to the Fording Group, this Code shall apply to such
individual in the same manner as it applies to trustees, directors, officers
and employees.  12




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- 13 - Although the various matters dealt
with in this Code do not cover the full spectrum of activities, they are
indicative of the Fording Group’s commitment to the maintenance of high
standards of conduct and are to be considered descriptive of the type of
behaviour expected from trustees, directors, officers and employees in all
circumstances. This Code and the Fording Policy Manual are statements of goals
and expectations for individual and business conduct. They are not intended to,
and do not in any way constitute, an employment contract or an assurance of
continued employment. This Code does not supercede,
change, alter or replace the existing policies and procedures already in place
as stated in the Fording Policy Manual and communicated to officers and
employees. Certain policies referred to herein are contained in their entirety
in the Fording Policy Manual and reference should be made to the Fording Policy
Manual for a copy of those policies and required reporting procedures. The
Fording Policy Manual contains information that is proprietary and
confidential, and the Fording Group hereby expressly denies waiving any right
to assert claims that the contents of the Fording Policy Manual are proprietary
and/or confidential. The Code was originally published in
June 2003 and replaced codes of business conduct with respect to
predecessors of the Fording Group dating back to March 1979. This Code may
be amended, modified or waived by joint action of the Board of Directors of
Fording (GP) ULC and the Board of Trustees of the Trust. Waivers will be
granted only in certain limited situations. Fording Group will publicly
disclose any such waiver granted to an executive officer, director or trustee
in accordance with applicable legislation. All amendments to this Code will
also be publicly disclosed in accordance with applicable legislation. Waivers
of the Code for Financial Matters shall not be permitted. Any change to the
Code for Financial Matters must be disclosed promptly to securityholders of the
Trust in both Canada and the U.S. Dated: September 19, 2007   13




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SCHEDULE “A”
CODE OF ETHICAL CONDUCT FOR FINANCIAL MATTERS In my role as

of
,  I recognize that CEOs and CFOs, or
positions exercising similar functions, hold an important and elevated role in
corporate governance and are uniquely capable and empowered to ensure that
securityholders’ interests are appropriately balanced, protected and
preserved. Accordingly, this Code for Financial Matters provides principles to
which CEOs and CFOs are expected to adhere and advocate. The Code for Financial
Matters embodies rules regarding individual and peer responsibilities, as well
as responsibilities to the Fording Group, the public and Trust securityholders. I certify to you that I adhere to
and advocate the following principles and responsibilities governing my
professional and ethical conduct. To the best of my knowledge and
ability:  1.
  
  I act with honesty and integrity, avoiding
actual or apparent conflicts of interest in personal and professional
relationships.  2.
  
  I provide securityholders of the Trust with
information that is accurate, complete, objective, relevant, timely and
understandable.  3.
  
  I comply with rules and regulations of
federal, state, provincial and local governments, and other appropriate private
and public regulatory agencies.  4.
  
  I act in good faith, responsibly, with due
care, competence and diligence, without misrepresenting material facts or
allowing my independent judgment to be subordinated.  5.
  
  I respect the confidentiality of information
acquired in the course of my work except when authorized or otherwise legally
obligated to disclose. Confidential information acquired in the course of my
work is not used for personal advantage.  6.
  
  I share knowledge and maintain skills
important and relevant to securityholders’ needs.  7.
  
  I proactively promote ethical behavior as a responsible partner among peers in my work environment and community.  8.
  
  I achieve responsible use of and control over all assets and resources employed or entrusted to me.        14