exv7w2

Exhibit 7.2

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)


New York (State of incorporation if not a U.S. national bank)		13-5160382 (I.R.S. employer identification no.)

One Wall Street, New York, N.Y. (Address of principal executive offices)		10286 (Zip code)

TECK COMINCO LIMITED

(Exact name of obligor as specified in its charter)


Canada (State or other jurisdiction of incorporation or organization)		Not Applicable (I.R.S. employer identification no.)

200 Burrard Street, Suite 600 Vancouver, British Columbia V6C 3L9 Canada (Address of principal executive offices)		(Zip code)

Debt Securities
(Title of the indenture securities)

General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Superintendent of Banks of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation		Washington, D.C. 20429

New York Clearing House Association		New York, New York 10005

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.		Affiliations with Obligor.

		If the obligor is an affiliate of the trustee, describe each such affiliation.

		None.

16.		List of Exhibits.

		Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.) All amendments to such Organization Certificate not incorporated by reference are attached hereto.

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I, DAVID S. FREDSALL, Deputy Superintendent of Banks of the State of New York, do hereby certify that I have caused the annexed copy of Agreements and Plans of Merger, and other required documents, providing for the mergers of MELLON SECURITIES TRUST COMPANY and THE DREYFUS TRUST COMPANY, with and into THE BANK OF NEW YORK, under the name, THE BANK OF NEW YORK MELLON and providing for the merger of BNY MELLON INTERIM INSTITUTIONAL NATIONAL BANK, with and into THE BANK OF NEW YORK, under the name, THE BANK OF NEW YORK MELLON - filed in the office of the Superintendent of Banks on July 1, 2008, to be compared by a competent clerk with the original on file in the Banking Department, and the same is a correct copy of said agreements and plans of merger and of the whole thereof.


	IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Banking Department at New York, New York, this 9^th *day of July 2008.*
	/s/ David S. Fredsall
	*Deputy Superintendent of Banks*

I, David S. Fredsall, Deputy Superintendent of Banks of the State of New York, DO HEREBY CERTIFY:

THAT, in accordance with the provisions of Section 601-b of the New York Banking Law, there were filed in the office of the Superintendent of Banks, as of 12:01 a.m., July 1, 2008, Agreements and Plans of Merger, dated as of June 25, 2008, and other required documents, providing for the mergers of MELLON SECURITIES TRUST COMPANY, New York, New York, and THE DREYFUS TRUST COMPANY, Uniondale, New York, with and into THE BANK OF NEW YORK, New York, New York, under the name, THE BANK OF NEW YORK MELLON, which mergers were approved by the Superintendent of Banks on June 26, 2008; and

THAT, the aforementioned mergers have been recognized as valid and effective as of the date and time of such filings.

Witness, my hand and official seal of the Banking Department at the City of New York, this 1^st day of July in the year two thousand and eight.



	/s/ David S. Fredsall
	Deputy Superintendent of Banks

I, David S. Fredsall, Deputy Superintendent of Banks of the State of New York, DO HEREBY CERTIFY:

THAT, in accordance with the provisions of Section 601-b of the New York Banking Law, there were filed in the office of the Superintendent of Banks, as of 12:01 a.m., July 1, 2008, an Agreement and Plan of Merger, dated as of June 19, 2008, and other required documents, providing for the merger of BNY MELLON INTERIM INSTITUTIONAL NATIONAL BANK, Pittsburgh, Pennsylvania, with and into THE BANK OF NEW YORK, New York, New York, under the name, THE BANK OF NEW YORK MELLON, which merger was approved by the Superintendent of Banks on June 26, 2008;

THAT, the following banking offices of BNY Mellon Interim Institutional National Bank have become branch offices of The Bank of New York Mellon:

135 Santilli Highway, Everett, Middlesex County, Massachusetts 02149;
121 East Main Street, Ligonier, Westmoreland County, Pennsylvania 15658;
201 King of Prussia Road, Radnor, Delaware County, Pennsylvania 19087;
500 Grant Street, Pittsburgh, Allegheny County, Pennsylvania 15219;
95 Wellington Street West, Toronto, Ontario, Canada; and

THAT, the aforementioned merger has been recognized as valid and effective as of the date and time of such filing.

Witness, my hand and official seal of the Banking Department at the City of New York, this 1^st day of July in the year two thousand and eight.



	/s/ David S. Fredsall
	Deputy Superintendent of Banks

I, Richard H. Neiman, Superintendent of Banks of the State of New York, DO HEREBY APPROVE, pursuant to the provisions of Section 601-b of the New York Banking Law, Agreements and Plans of Merger dated as of June 25, 2008 providing for the mergers of MELLON SECURITIES TRUST COMPANY, New York, New York, and THE DREYFUS TRUST COMPANY, Uniondale, New York, with and into THE BANK OF NEW YORK, New York, New York, under the name THE BANK OF NEW YORK MELLON, said mergers to become effective upon the filing of the Agreements and Plans of Merger in the office of the Superintendent of Banks.

Witness, my hand and official seal of the Banking Department at the City of New York, this 26^th day of June in the Year two thousand and eight.


	Richard H. Neiman Superintendent of Banks
	By	/s/ Richard H. Neiman
		*Deputy Superintendent of Banks*

I, Richard H. Neiman, Superintendent of Banks of the State of New York, DO HEREBY APPROVE, pursuant to the provisions of Section 601-b of the New York Banking Law, an Agreement and Plan of Merger dated as of June 19, 2008 providing for the merger of BNY MELLON INTERIM INSTITUTIONAL NATIONAL BANK, Pittsburgh, Pennsylvania, with and into THE BANK OF NEW YORK, New York, New York, under the name THE BANK OF NEW YORK MELLON, said merger to become effective upon the filing of the Agreement and Plan of Merger in the office of the Superintendent of Banks.

Witness, my hand and official seal of the Banking Department at the City of New York, this 26^th day of June in the Year two thousand and eight.


	Richard H. Neiman Superintendent of Banks
	By	/s/ Richard H. Neiman
		*Deputy Superintendent of Banks*

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 25^th, 2008 (this “Agreement”), is made and entered into between MELLON SECURITIES TRUST COMPANY (“MSTC”), a New York trust company and THE BANK OF NEW YORK (“BNY”), a New York banking corporation.

WITNESSETH:

WHEREAS, the Boards of Directors of BNY and MSTC have each determined that it is advisable and in the best interests of their stockholders to consummate, and have approved, the business combination transaction provided for herein in which MSTC would merge with and into BNY (the “Merger”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

THE MERGER

1.01 The Merger. At the Effective Time (as defined in Section 1.02), upon the terms and subject to the conditions of this Agreement and in accordance with applicable provisions of the New York Banking Law and the Federal Deposit Insurance Act, the Merger shall be effected, and MSTC shall be merged with and into BNY. Following the Merger, the separate existence of MSTC shall cease, and BNY shall continue as the surviving company (the “Surviving Company”) and shall succeed to and assume all of the rights and obligations of MSTC in accordance with Section 602 of the New York Banking Law. As a result of the Merger, the outstanding shares of capital stock of BNY and MSTC shall be converted or canceled in the manner provided in Article II.

1.02 Effective Time. The Merger shall become effective on July 1, 2008 at 12:01 a.m. New York City time in accordance with the sequence as set forth in Exhibit 1 (the date and time being referred to herein as the “Effective Time”).

1.03 Effects of the Merger. Subject to the foregoing and the provisions of Article IV, the effects of the Merger shall be as provided in the applicable provisions of Section 602 of the New York Banking Law.

1.04 Further Assurances. Each party hereto will execute such further documents and instruments and take such further actions as may reasonably be requested by one or more of the others to consummate the Merger, to vest the Surviving Company with full title to all assets, properties, rights, approvals, immunities and franchises of either of BNY or MSTC or to effect the other purposes of this Agreement.

ARTICLE II

EFFECT OF THE MERGER ON CAPITAL STOCK

2.01 Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BNY or MSTC or the holder of any of capital stock of BNY or MSTC (i) each issued and outstanding share of common stock, par value $500 per share, of MSTC shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefore, and (ii) each issued and outstanding share of common stock, par value $75 per share, of BNY shall continue to be outstanding and become one issued share of common stock, par value $75 per share, of the Surviving Company.

ARTICLE III

CERTAIN CONDITIONS

3.01 Conditions. This Agreement and the Merger is subject to the approval of:

(a) the New York Superintendent of Banks;

(b) any other governmental or regulatory authority having jurisdiction over any of the parties and the actions herein proposed to be taken; and

ARTICLE IV

CERTAIN OPERATIONAL AND GOVERNANCE MATTERS

4.01 Name of the Surviving Company. The name of the Surviving Company shall be The Bank of New York Mellon.

4.02 Offices. The principal office of the Surviving Company shall be One Wall Street, New York, New York.

4.03 Organization Certificate of the Surviving Company. The organization certificate of BNY in effect at the Effective Time shall be the organization certificate of the Surviving Company until amended in accordance with applicable law.

4.04 Bylaws of the Surviving Company. The bylaws of BNY in effect at the Effective Time shall be the Bylaws of the Surviving Company until amended in accordance with applicable law.

4.05 Directors and Officers of Surviving Company.

(a) The names of each director of the Surviving Company to serve until the next annual meeting of the stockholder(s) shall be as set forth in Exhibit 2 hereto.

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(b) The officers of BNY immediately prior to the Effective Time shall be the officers of the Surviving Company, until their resignation or removal or until their respective successors are duly elected and qualified.

ARTICLE V

TERMINATION, AMENDMENT AND WAIVER

5.01 Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time prior to the Effective Time by mutual written agreement of the parties hereto duly authorized by action taken by or on behalf of their respective Boards of Directors.

5.02 Effect of Termination. If this Agreement is validly terminated by either MSTC or BNY pursuant to Section 5.01, this Agreement will forthwith become null and void and there will be no liability or obligation on the part of either MSTC or BNY (or any of their respective Representatives or Affiliates).

5.03 Amendment. This Agreement may be amended, supplemented or modified by action taken by or on behalf of the respective Boards of Directors of the parties hereto at any time prior to the Effective Time. No such amendment, supplement or modification shall be effective unless set forth in a written instrument duly executed by or on behalf of each party hereto.

ARTICLE VI

GENERAL PROVISIONS

6.01 Entire Agreement. This Agreement supersedes all prior discussions and agreements among the parties hereto with respect to the subject matter hereof and contains the sole and entire agreement among the parties hereto with respect to the subject matter hereof.

6.02 No Third Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns. It is not the intention of the parties to confer third-party beneficiary rights upon any other person.

6.03 No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto and any attempt to do so will be void. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

6.04 Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

6.05 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to a contract executed and performed in such State without giving effect to the conflicts of laws principles thereof.

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6.06 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts, provided receipt of such counterparts is confirmed.

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EXHIBIT 1

Sequence of Events of the Reorganization

The reorganization of the following trust company and bank subsidiaries of The Bank of New York Mellon Corporation will occur on July 1, 2008 at 12:01 a.m. in the following sequence:

Mellon Trust of California merges with Mellon California Interim National Bank

Mellon California Interim National Bank merges with Mellon Bank, N.A.

Mellon Trust of Washington merges with Mellon Washington Interim National Bank

Mellon Washington Interim National Bank merges with Mellon Bank, N.A.

Mellon Trust of New York, LLC merges with Mellon New York Interim National Bank

Mellon New York Interim National Bank merges with Mellon Bank, N.A.

Mellon Trust of New England, N.A. merges with Mellon Bank, N.A.

Mellon Bank, National Association divides into two national banks. The wealth management business is allocated to, and will continue to be owned by Mellon Bank, National Association which survives the division and is renamed BNY Mellon, National Association. The institutional business is allocated to and vested in the new national bank, BNY Mellon Interim Institutional National Bank, a subsidiary of Mellon Bank, National Association.

BNY Mellon, National Association (f/k/a Mellon Bank, National Association) distributes the stock of BNY Mellon Interim Institutional National Bank to The Bank of New York Mellon Corporation as a return of capital.

BNY Mellon Interim Institutional National Bank merges with The Bank of New York which survives the merger and is renamed The Bank of New York Mellon.

MBC Investments Corporation distributes the stock of The Dreyfus Trust Company to The Bank of New York Mellon Corporation as a return of Capital.

Mellon Securities Trust Company merges with The Bank of New York Mellon

(f/k/a The Bank of New York)

The Dreyfus Trust Company merges with The Bank of New York Mellon

(f/k/a The Bank of New York)

This Merger shall occur immediately following the distribution of stock of The Dreyfus Trust Company to The Bank of New York Mellon Corporation as a return of capital and immediately prior to the merger of The Dreyfus Trust Company with The Bank of New York Mellon.

EXHIBIT 2

DIRECTORS OF SURVIVING COMPANY


Frank J. Biondi, Jr.		Senior Managing Director, WaterView Advisors LLC
Ruth E. Bruch		Senior Vice President and Chief Information Officer, Kellogg Company
Nicholas M. Donofrio		Executive Vice President, Innovation and Technology, IBM Corporation
Steven G. Elliott		Senior Vice Chairman, The Bank of New York Mellon Corporation
Gerald L. Hassell		President, The Bank of New York Mellon Corporation
Edmund F. Kelly		Chairman, President and Chief Executive Officer, Liberty Mutual Group
Robert P. Kelly		Chief Executive Officer, The Bank of New York Mellon Corporation
Richard J. Kogan		Retired President and Chief Executive Officer, Schering-Plough Corporation
Michael J. Kowalski		Chairman and Chief Executive Officer, Tiffany & Co.
John A. Luke, Jr.		Chairman and Chief Executive Officer, MeadWestvaco Corporation
Robert Mehrabian		Chairman, President and Chief Executive Officer, Teledyne Technologies Inc.
Mark A. Nordenberg		Chancellor, University of Pittsburgh
Catherine Rein		Retired Senior Executive Vice President and
		Chief Administrative Officer, MetLife, Inc.
Thomas A. Renyi		Executive Chairman, The Bank of New York Mellon Corporation
William C. Richardson		President and Chief Executive Officer Emeritus, W.K. Kellogg Foundation;
		and Chair and Co-Trustee Emeritus of The Kellogg Foundation Trust
Samuel C. Scott III		Chairman, President and Chief Executive Officer,
		Corn Products International, Inc.
John P. Surma		Chairman and Chief Executive Officer, United States Steel Corporation
Wesley W. von Schack		Chairman, President and Chief Executive Officer, Energy East Corporation

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 25^th, 2008 (this “Agreement”), is made and entered into between THE DREYFUS TRUST COMPANY (“DTC”), a New York trust company and THE BANK OF NEW YORK (“BNY”), a New York banking corporation.

WITNESSETH:

WHEREAS, the Boards of Directors of BNY and DTC have each determined that it is advisable and in the best interests of their stockholders to consummate, and have approved, the business combination transaction provided for herein in which DTC would merge with and into BNY (the “Merger”).

ARTICLE I
THE MERGER

1.01 The Merger. At the Effective Time (as defined in Section 1.02), upon the terms and subject to the conditions of this Agreement and in accordance with applicable provisions of the New York Banking Law and the Federal Deposit Insurance Act, the Merger shall be effected, and DTC shall be merged with and into BNY. Following the Merger, the separate existence of DTC shall cease, and BNY shall continue as the surviving company (the “Surviving Company”) and shall succeed to and assume all of the rights and obligations of DTC in accordance with Section 602 of the New York Banking Law. As a result of the Merger, the outstanding shares of capital stock of BNY and DTC shall be converted or canceled in the manner provided in Article II.

1.02 Effective Time. The Merger shall become effective on July 1, 2008 at 12:01a.m. New York City time in accordance with the sequence as set forth in Exhibit 1 (the date and time being referred to herein as the “Effective Time”).

1.04 Further Assurances. Each party hereto will execute such further documents and instruments and take such further actions as may reasonably be requested by one or more of the others to consummate the Merger, to vest the Surviving Company with full title to all assets, properties, rights, approvals, immunities and franchises of either of BNY or DTC or to effect the other purposes of this Agreement.

ARTICLE II
EFFECT OF THE MERGER ON CAPITAL STOCK

2.01 Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BNY or DTC or the holder of any of capital stock of BNY or DTC (i) each issued and outstanding share of common stock, par value $100 per share, of DTC shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefore, and (ii) each issued and outstanding share of common stock, par value $75 per share, of BNY shall continue to be outstanding and become one issued share of common stock, par value $75 per share, of the Surviving Company.

ARTICLE III
CERTAIN CONDITIONS

3.01 Conditions. This Agreement and the Merger is subject to the approval of:

(a) the New York Superintendent of Banks;

(b) any other governmental or regulatory authority having jurisdiction over any parties and the actions herein proposed to be taken; and

ARTICLE IV
CERTAIN OPERATIONAL AND GOVERNANCE MATTERS

4.01 Name of the Surviving Company. The name of the Surviving Company shall be The Bank of New York Mellon.

4.02 Offices. The principal office of the Surviving Company shall be One Wall Street, New York, New York.

4.04 Bylaws of the Surviving Company. The bylaws of BNY in effect at the Effective Time shall be the Bylaws of the Surviving Company until amended in accordance with applicable law.

4.05 Directors and Officers of Surviving Company.

(a) The names of each director of the Surviving Company to serve until the next annual meeting of the stockholder(s) shall be as set forth in Exhibit 2 hereto.

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ARTICLE V
TERMINATION, AMENDMENT AND WAIVER

5.02 Effect of Termination. If this Agreement is validly terminated by either DTC or BNY pursuant to Section 5.01, this Agreement will forthwith become null and void and there will be no liability or obligation on the part of either DTC or BNY (or any of their respective Representatives or Affiliates).

ARTICLE VI
GENERAL PROVISIONS

6.04 Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

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EXHIBIT 1

Sequence of Events of the Reorganization