Common use of Trustees Powers and Duties Clause in Contracts

Trustees Powers and Duties. Trustees powers are subject to specific limitations contained in the Declaration of Trust, and otherwise Trustee’s shall have full control over the assets and affairs of the Trust. · Trustees must disclose all conflicts of interest and a Trustee’s ability to vote on matters where a conflict exists is restricted. · Entering into contracts with a Related Party (as defined in OSC Rule 61-501) is subject to the approval of a majority of the Trustees and not less than a majority of the Independent Trustees, except to give effect to any transaction contemplated in the Combination Agreement or any agreement referred to therein. · Up to four of the nominees as directors of New Fording are to be selected in accordance with the Governance Agreement (one each by Teck, Westshore, SCPII and CONSOL) and the balance are to be nominated by the Governance, Nomination and Compensation Committee of the Trustees. · Trustees shall vote the New Fording Common Shares in favour of these nominees as directors of New Fording, provided that:

Trustees Powers and Duties. o Trustees powers are subject to specific limitations contained in the Declaration of Trust, and otherwise Trustee’s 's shall have full control over the assets and affairs of the Trust. · o Trustees must disclose all conflicts of interest and a Trustee’s 's ability to vote on matters where a conflict exists is restricted. · o Entering into contracts with a Related Party (as defined in OSC Rule 61-501) is subject to the approval of a majority of the Trustees and not less than a majority of the Independent Trustees, except to give effect to any transaction contemplated in the Combination Agreement or any agreement referred to therein. · o Up to four of the nominees as directors of New Fording are to be selected in accordance with the Governance Agreement (one each by Teck, Westshore, SCPII and CONSOL) and the balance are to be nominated by the Governance, Nomination and Compensation Committee of the Trustees. · o Trustees shall vote the New Fording Common Shares in favour of these nominees as directors of New Fording, provided that:: (a) the nominees shall be approved by more than 50% of the votes cast at a Unitholder meeting;