CC Filed by Filing Services Canada Inc. 403-717-3898

AMENDED AND RESTATED
GOVERNANCE AGREEMENT

Among

FORDING CANADIAN COAL TRUST

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FORDING (GP) ULC

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FORDING AMALCO INC.

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ONTARIO TEACHERS’ PENSION PLAN BOARD

August 24, 2005

THIS AMENDED AND RESTATED GOVERNANCE AGREEMENT is made this 24^th day of August, 2005.

an open-ended mutual fund trust existing under the laws of the Province of Alberta,

an unlimited liability company existing under the laws of the Province of Nova Scotia and an indirect wholly-owned subsidiary of the Trust,

a non-share capital corporation established under the laws of the Province of Ontario,

OTPP is a party to a governance agreement (the “Prior Governance Agreement”) dated February 28, 2003 between OTPP, the Trust and Fording Inc. pursuant to which OTPP has the right to nominate for election one trustee of the Trust and one director of Fording Inc. subject to certain conditions.

Pursuant to the operation of the Plan of Arrangement undertaken pursuant to section 192 of the Canada Business Corporations Act involving, among others, Fording Inc. and the Trust, the successor by amalgamation to Fording Inc., Fording Amalco, transferred its 61% interest in the Elk Valley Coal Partnership to Fording Limited Partnership of which Fording ULC is the sole general partner.

In order to ensure that OTPP continues to have substantially the same governance rights as it did prior to the Arrangement, OTPP, the Trust, Fording Amalco and Fording ULC wish to enter into this Agreement to amend and restate the Prior Governance Agreement.

For purposes of this Agreement and the Recitals hereto, the following terms shall have the following respective meanings:

“Agreement” means this amended and restated governance agreement, including all schedules, amendments or restatements as permitted, and references to “Article”, “Section” or “Schedule” mean the specified Article, Section or Schedule of this Agreement;

“affiliate” of any Person means, at the time such determination is made, any other Person controlling, controlled by or under common control with such first Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities or otherwise;

“Arrangement” means the arrangement under section 192 of the Canada Business Corporations Act involving Fording Inc., the Trust, the Unitholders, 6418511 Canada Inc., Fording LLC, Fording (GP) ULC, the Fording Limited Partnership and certain wholly-owned subsidiaries of the foregoing;

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

“Business Day” means a day which is not a Saturday, Sunday or a statutory holiday in the Provinces of Alberta, British Columbia and Ontario, on which the principal commercial banks in downtown Calgary, Toronto and Vancouver are generally open for the transaction of commercial banking business;

“Chair” and “Chief Executive Officer” means the individual(s) holding the offices of Chair and Chief Executive Officer of, as applicable, the Trust or Fording ULC from time to time;

“Declaration of Trust” means the amended and restated declaration of trust of the Trust made as of the effective date of the Plan of Arrangement, as the same may be further amended, supplemented or restated from time to time in accordance with its terms;

“Disentitlement Event” has the meaning ascribed to it in Section 3.2(d);

“Governance Agreements” means this Agreement and the amended and restated governance agreement to be entered into among the Trust, Fording Amalco, Fording ULC and Teck Cominco;

is not an insider of any of the Principal Unitholders or their respective affiliates and, for so long as OTPP is a party to an effective Governance Agreement and with respect to a Trustee nominated by OTPP, is also not an insider of Luscar or its affiliates, so long as Sherritt and OTPP, jointly or severally, control Luscar;

would qualify as “independent” (as defined in section 1.4 of Multilateral Instrument 52-110 - Audit Committees) of each of the Principal Unitholders, if the Trustee was a director (or served in an analogous capacity) of each of the Principal Unitholders; and

would qualify as “independent” (as defined in section 1.4 of Multilateral Instrument 52-110 - Audit Committees) of the Trust;

“insider” in relation to a Principal Unitholder means a director, trustee, officer or employee of that Principal Unitholder or any of its affiliates, or a director, trustee, officer or employee of any Person with a greater than 10% voting or economic interest in that Principal Unitholder, or any affiliates of that Person;

“Luscar” means Luscar Ltd., a corporation existing under the laws of Alberta;

“OTPP Director Nominee” means the individual nominated by OTPP to serve as a Director pursuant to Section 2.2(a) of this Agreement;

“OTPP Trustee Nominee” means the individual nominated by OTPP to serve as a Trustee pursuant to Section 2.1(a) of this Agreement;

“OTPP’s Ownership Percentage” means with respect to OTPP, at any time, the ratio, expressed as a percentage, of:

the number of Units beneficially owned by OTPP and Luscar (so long as OTPP jointly with Sherritt or OTPP severally controls Luscar), and their respective affiliates,

“Parties” means the parties to the Agreement and “Party” means any one of them;

“Partnership” means the Elk Valley Coal Partnership, a general partnership formed under the laws of the Province of Alberta, the partners of which are

Fording LP, the Teck Cominco Coal Partnership and The Quintette Coal Partnership;

“Person” means an individual, sole proprietorship, body corporate, company, partnership, firm, entity, limited partnership, joint venture, trust or unincorporated association, unincorporated syndicate, unincorporated trust, the Crown or any agency or instrumentality thereof and where the context so requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;

“Plan of Arrangement” means the plan of arrangement of Fording Inc. in the form approved by the Court of Queen’s Bench of Alberta on August 19, 2005;

“Principal Unitholder” means each of Teck Cominco and OTPP (and their respective affiliates that own Units) for so long as such entity continues to be party to an effective Governance Agreement;

“Proxy” has the meaning given to it in Section 3.2(b) of this Agreement;

“Proxy Deadline” has the meaning given to it in Section 3.2(b) of this Agreement;

“Proxy Notice” has the meaning given to it in Section 3.2(c) of this Agreement;

“Sherritt” means Sherritt International Corporation, a corporation existing under the laws of the Province of New Brunswick;

“Teck Cominco” means Teck Cominco Limited, a corporation existing under the laws of Canada;

is not an insider of any of the Principal Unitholders or their respective affiliates and, for so long as OTPP is a party to an effective Governance Agreement and with respect to a director of Fording ULC nominated by OTPP, is also not an insider of Luscar or its affiliates, so long as Sherritt and OTPP, jointly or severally, control Luscar;

would qualify as “independent” (as defined in section 1.4 of Multilateral Instrument 52-110 - Audit Committees) of each of the Principal Unitholders, if the director of Fording ULC was a director (or served in an analogous capacity) of each of the Principal Unitholders; and

would qualify as “independent” (as defined in section 1.4 of Multilateral Instrument 52-110 - Audit Committees) of Fording ULC;

“Unitholders” means the registered holders from time to time of the Units and “Unitholder” means any one of them.

Consent – Whenever a provision of this Agreement requires an approval or consent by a Party and such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

Governing Law – This Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable in the Province of Alberta.

Headings – Headings of the Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

Including – Where the words “including” or “includes” are used in this Agreement, it means “including (or includes) without limitation”.

No Strict Construction – The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

Number and Gender – Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

Time – Time is of the essence in the performance of the Parties’ respective obligations.

Assignment – No Party may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of each of the other Parties, such consent not to be unreasonably withheld.

Enurement – This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors (including any successor by reason of amalgamation of any Party) and permitted assigns.

Further Assurances – The Parties shall with reasonable diligence do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by the Agreement, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of the Agreement and carry out its provisions.

Execution and Delivery – This Agreement may be executed by the Parties in counterparts and may be executed and delivered by facsimile and all such counterparts and facsimiles shall together constitute one and the same agreement.

Subject to Section 3.2(d), OTPP shall be entitled to nominate one individual (the “OTPP Trustee Nominee”) for election as a Trustee at each meeting of Unitholders at which Trustees are elected, provided that:

no individual nominated by OTPP is then serving as a Trustee for a term extending beyond such meeting;

the nominee shall be eligible under the Declaration of Trust to serve as a Trustee; and

Subject to Section 3.2(d), the Trust shall cause the OTPP Trustee Nominee to be included in the slate of nominees proposed by the Trustees to the Unitholders for election as Trustees at each meeting of the Unitholders where Trustees are to be elected by Unitholders, provided that:

no nominee of OTPP is then serving as a Trustee for a term extending beyond such meeting; and

Subject to Section 3.2(d), the Trust shall use reasonable efforts to cause the election of the OTPP Trustee Nominee, including soliciting proxies in favour of the election of the OTPP Trustee Nominee.

Subject to Section 3.2(d), OTPP shall be entitled to nominate one individual (the “OTPP Director Nominee”) for approval as a Director at each meeting of Unitholders at which proposed Directors are to be approved, provided that:

no individual nominated by OTPP is then serving as a Director for a term extending beyond such meeting;

the nominee shall be eligible under the articles of incorporation and by-laws governing Fording ULC and the NSCA to serve as a Director;

Subject to Section 3.2(d), the Trust shall cause the OTPP Director Nominee to be included in the slate of nominees proposed by the Board of Directors to the Unitholders for approval as Directors at each meeting of the Unitholders where Directors are to be approved by Unitholders, provided that:

no nominee of OTPP is then serving as a Director for a term extending beyond such meeting;

Subject to Section 3.2(d), the Trust shall use all reasonable efforts to cause the election of the OTPP Director Nominee, including soliciting proxies in favour of the approval of the OTPP Director Nominee.

OTPP (until such time it ceases to hold Units) shall advise the Trust, and the Trust shall forthwith advise the other Principal Unitholders, of the OTPP Trustee Nominee and the OTPP Director Nominee at least 50 days prior to any meeting at which Trustees and/or Directors are to be elected or approved by the Unitholders, or within 10 days of being notified of the record date for such meeting if such record date is within 60 days of such meeting.

If OTPP does not advise the Trust of the OTPP Trustee Nominee and the OTPP Director Nominee prior to the deadline, then OTPP will be deemed to have nominated its incumbent nominee(s).

Upon request by the Trust, OTPP shall promptly provide the Trust with a statutory declaration stating the number of Units beneficially owned by OTPP and its affiliates as at the record date referred to in Section 3.1(a).

Subject to Section 3.3 and 3.4, OTPP shall vote its Units in favour of all of the individuals nominated by the Trust or the Board of Directors for election as Trustees and approval as Directors, respectively, provided that:

the Trust is in compliance with its obligations under this Agreement to nominate the OTPP Trustee Nominee and the OTPP Director Nominee; and

if elected or approved, the Trustees and the Directors nominated by the Trust will meet, respectively, the requirements of the Declaration of Trust relating to the eligibility and the composition of the Trustees and the memorandum and articles of association of Fording ULC and the NSCA relating to the eligibility and composition of the Board of Directors.

OTPP shall deliver a proxy to the Trust that complies with Section 3.2(a) (the “Proxy”) at least ten days prior to any meeting of Unitholders at which the election of Trustees is to be considered (the “Proxy Deadline”).

If the Trust does not receive the Proxy at least 15 days before such meeting, the Trust shall provide notice to OTPP substantially in the form attached as Schedule “A” (the “Proxy Notice”) that it has not received the Proxy, provided however that the Trust will not be liable to any Person for any costs, damages or expenses which may be incurred as a result of its failure to provide such notice.

If OTPP does not deliver the Proxy by the later of the Proxy Deadline and two Business Days after delivery of a Proxy Notice or if, at or prior to a meeting of Unitholders at which the election of Trustees or the appointment of Directors is to be considered, OTPP revokes its Proxy or otherwise votes against the Trustees or Directors nominated in accordance with this Section 3.2(a) (each, a “Disentitlement Event”), then:

the Trust and the Board of Directors may withdraw the OTPP Trustee Nominee and the OTPP Director Nominee, respectively, from the slate of nominees proposed by the Trustees and the Trust may cease soliciting proxies in favour of the OTPP Trustee Nominee and OTPP Director Nominee and instead include an additional Independent Trustee and an additional ULC Independent Director as nominees for election as a Trustee or approval as a Director as the case may be; and

OTPP shall no longer be entitled to nominate a Trustee or a Director under this Agreement;

and for greater certainty, neither the Trust nor Fording ULC shall have any remedy against OTPP and the sole consequence of a breach of this Section 3.2 shall be as set out in Section 3.2(d)(ii).

From and after the first time at which a Disentitlement Event occurs, if OTPP chooses to vote its Units in respect of the election of Trustees or approval of Directors at any meeting of Unitholders at which Trustees and/or Directors are to be elected or approved by the Unitholders, then OTPP may vote for the then current Chairman and Chief Executive Officer of the Trust and/or Fording ULC, if such person would otherwise be an Independent Trustee or ULC

Independent Director, as the case may be, but for the holding of such positions, and in any event OTPP must vote in favour of a slate composed of:

the nominees for Director(s) and Trustee(s) that have been proposed by the other Principal Unitholder provided it is then entitled to nominate a Trustee and Director under its Governance Agreement; and

in respect of the remaining vacancies, such nominees for Directors or Trustees as OTPP determines, provided that all such nominees must qualify as ULC Independent Directors or Independent Trustees, as applicable.

Notwithstanding any other provision of this Agreement, but subject to the consequences set out in Section 3.2(d), OTPP shall not be obligated to vote its Units in respect of the election of Trustees or the approval of Directors. However, if OTPP chooses to vote its Units in respect of the election of Trustees or the approval of Directors, it must do so in accordance with Section 3.2 or Section 3.3, as may then be applicable.

Any nominations by OTPP of nominees to serve as a Director or Trustee, as the case may be, whether as the OTPP Director Nominee, the OTPP Trustee Nominee or otherwise, shall be made in compliance with the then current policy of the Board of Directors or of the Trustees, as the case may be, with respect to the age of a Director or Trustee, as the case may be, provided that, for greater certainty, any Director or Trustee nominated by a Principal Unitholder and appointed to such office as of February 28, 2003 is grandfathered under such policy so long as such person serves in such capacity on a continuous basis from that time.

Within a reasonable time prior to the filing with the applicable Canadian, provincial and territorial securities commissions and regulatory authorities of its proxy statement or information circular with respect to each meeting of Unitholders at which Trustees are to be elected or Directors are to be approved, the Trust shall provide OTPP with a reasonable opportunity to review and comment on the information contained in such proxy statement or information circular applicable to the OTPP Trustee Nominee and the OTPP Director Nominee.

The Parties acknowledge and agree that following the effective time of the Plan of Arrangement, Fording Amalco shall have no further rights or obligations under this Agreement other than any obligations of Fording Inc. arising under the original governance agreement dated February 28, 2003 prior to the effective time of the Plan of Arrangement.

Any notice, consent or approval required or permitted to be given in connection with this Agreement (in this Section referred to as a “Notice”) shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by facsimile, with or without copies by e-mail (provided it is understood that e-mail shall not be a form of delivery or transmission):

Any Notice delivered or transmitted to a Party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a Business Day prior to 5:00 p.m. local time in the place of delivery or receipt or transmission. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day.

Any party may, from time to time, change its address by giving Notice to the other Parties in accordance with the provisions of this Section.

Any and all disputes arising under this Agreement, whether as to interpretation, performance or otherwise, shall be subject to the exclusive jurisdiction of the courts of the Province of Alberta and each of the Parties hereby irrevocably attorns to the exclusive jurisdiction of the courts of such province.

The Parties hereto acknowledge that the Trustees are entering into this Agreement solely in their capacity as Trustees on behalf of the Trust and the obligations of the Trust hereunder shall not be personally binding upon the Trustees or any of the Unitholders of the Trust and that any recourse against the Trust, the Trustees or any Unitholder in any manner in respect of any indebtedness, obligation or liability of the Trust arising hereunder or arising in connection herewith or from the matters to which this Agreement relates, if any, including without limitation claims based on negligence or otherwise tortious behaviour, shall be limited to, and satisfied only out of, the Trust’s assets.

an act to be performed by the Trust or to rights of the Trust, such reference shall be construed and applied for all purposes to refer to an act to be performed by the Trustees on behalf of the Trust or by some other Person duly authorized to do so by the Trustees or pursuant to the provisions hereof, or to rights of the Trustees, in their capacity as Trustees of the Trust, as the case may be;

actions, rights or obligations of the Trustees, such reference shall be construed and applied for all purposes to refer to actions, rights or obligations of the Trustees in their capacity as Trustees of the Trust, and not in any other capacities; and

OTPP, such reference shall include references to any affiliate of OTPP that holds Units, and OTPP shall ensure that any actions to be taken or obligations to be fulfilled by it under this Agreement shall be taken or fulfilled by such affiliate, and such affiliate shall be entitled to exercise OTPP’s rights under this Agreement, in each case to the extent applicable and necessary to give effect to OTPP’s rights and obligations under this Agreement.

The Parties acknowledge and agree that an award of money damages would be inadequate for any breach by OTPP of Section 3.3, if applicable, if OTPP chooses to vote its Units in respect of the election of Trustees or the approval of Directors and any such breach would cause the Trust, Fording ULC or a party to another Governance Agreement irreparable harm. Accordingly, the Parties agree that, as the sole remedy hereunder, in the event that OTPP proposes to vote or votes its Units in respect of the election of Trustees or approval of Directors in a manner that would breach or breaches Section 3.3, as the case may be, the Trust or Fording ULC, as the case may

be, will be entitled to equitable relief, including injunctive relief or, a declaration as to its right to disregard the votes cast by OTPP in respect of the election of Trustees or the approval of Directors in determining which Trustees were elected and which Directors were approved, or the right to set aside the entire vote if it is reasonable to do so under the circumstances. For greater certainty, such relief cannot be contrary to the provisions of Section 3.4 and cannot obligate OTPP to vote in any manner for Trustees or Directors or remove its right to vote either in accordance with this Agreement in the future or on any other matters on which it is entitled to vote.

Upon the written request of OTPP, and upon OTPP’s full and complete current indemnification of the Trust and/or Fording ULC, as the case may be, of all of the Trust’s or Fording ULC’s costs and expenses, including legal fees, costs and expenses, reasonable charges for the time of Directors, Trustees, officers or employees and costs incurred for services under the administrative services agreements between the Trust and the Partnership or Fording ULC and the Partnership in relation to the action on a full cost recovery basis, the Trust or Fording ULC, as the case may be, shall seek to enforce Sections 3.3 and/or 4.6 of any of the other Governance Agreements if the Principal Unitholder which is a party to such Governance Agreement chooses to vote its Units in respect of the election of Trustees or the approval of Directors in breach of Section 3.3 of such Governance Agreement as may be applicable. Such indemnity payments shall be reimbursed to OTPP to the extent that costs and expenses are recovered by the Trust or Fording ULC from the party against whom such action is taken.

OTPP shall pay to the Trust or Fording ULC as applicable, and indemnify the Trust and Fording ULC, as applicable, against all of the reasonable legal fees, costs and expenses on a full cost recovery basis incurred by either of them in connection with all actions against OTPP in connection with the enforcement by either the Trust or Fording ULC of any of their respective rights or benefits conferred pursuant to or derived from this Agreement.

This Agreement, the Declaration of Trust and the memorandum and articles of association of Fording ULC constitute the entire agreement between the Parties and set out all of the covenants, promises, warranties, representations, conditions, understandings and agreements between the Parties pertaining to the subject matter of this Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no covenants, promises, warranties, representations, conditions, understandings or other agreements, oral or written, express, implied or collateral between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement and any document required to be delivered pursuant to this Agreement.

This Agreement shall terminate at the earlier of (i) such time that OTPP’s Ownership Percentage is less than 4.5%; or (ii) OTPP ceases to hold any Units, other than through a sale of its Units to

Sherritt in circumstances in which OTPP and Sherritt would be considered to be acting jointly and in concert with respect to the Trust.

IN WITNESS WHEREOF the Parties have executed this Amended and Restated Governance Agreement as of the date first written above.

FOR IMMEDIATE ACTION. REQUEST FOR PROXY PURSUANT TO THE GOVERNANCE AGREEMENT AMONG OTPP, THE TRUST, FORDING AMALCO INC. AND FORDING (GP) ULC DATED AUGUST l, 2005 (THE “GOVERNANCE AGREEMENT”).

Notice is hereby given to you by the Trust that your proxy for the upcoming meeting (the “Meeting”) of Unitholders of the Trust to be held on l has not been received by the Trust. The proxy provides for your vote in favour of the Trustees of the Trust and approval of the Directors of Fording (GP) ULC, each of which have been nominated to stand for election or approval by the Unitholders, as the case may be, at the Meeting.

The failure to comply with this Notice by l shall entitle the Trust to withdraw your nominee from the slate of nominees recommended by the Trustees and the Board of Directors to the Unitholders for election as Trustees or approval as Directors, as the case may be, and shall entitle the Trust and the Board of Directors, as the case may be, instead to include an additional Independent Trustee and ULC Independent Director as a nominee.

Defined terms used in this Notice which are not otherwise defined shall have the meaning given to them in the Governance Agreement.


		FORDING CANADIAN COAL TRUST, by its authorized signatories for and on behalf of its Trustees
		By:	“Ronald A. Millos”
			Name: R.A. Millos
			Title: Vice President and Chief Financial Officer

		By:	“James F. Jones”
			Name: James F. Jones
			Title: Corporate Secretary


		FORDING (GP) ULC
		By:	“James F. Jones”
			Name:
			Title: Corporate Secretary


		ONTARIO TEACHERS’ PENSION PLAN BOARD
		By:	“John Sheedy”
			Name: John Sheedy
			Title: Director, Relationship Investing


		FORDING AMALCO INC.
		By:	“Ronald A. Millos”
			Name: R.A. Millos
			Title: Vice President and Chief Financial Officer


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