<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>form6k_031909cir.txt
<DESCRIPTION>REPORT OF FOREIGN PRIVATE ISSUER
<TEXT>
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                    PURSUANT TO SECTION 13A-16 15D-16 OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                              Dated: March 19, 2009

                        Commission File Number: 001-13184


                              TECK COMINCO LIMITED
             (Exact name of registrant as specified in its charter)


                   Suite 3300 - 550 Burrard Street, Vancouver,
                            British Columbia V6C 0B3
                    (Address of principal executive offices)


     Indicate by check mark  whether the  registrant  files or will file annual
reports under cover Form 20-F or Form 40-F.

                        Form 20-F [_]     Form 40-F  [X]

     Indicate by check mark if the  registrant  is  submitting  the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1).[_]

     Note:  Regulation  S-T Rule 101(b)(1) only permits the submission in paper
of a Form 6-K if  submitted  solely to provide  an  attached  annual  report to
security holders.

     Indicate by check mark if the  registrant  is  submitting  the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):[_]

     Note:  Regulation  S-T Rule 101(b)(7) only permits the submission in paper
of a Form 6-K if  submitted  to  furnish  a report or other  document  that the
registrant  foreign  private issuer must furnish and make public under the laws
of the  jurisdiction  in which the  registrant  is  incorporated,  domiciled or
legally organized (the registrant's "home country"),  or under the rules of the
home country exchange on which the registrant's  securities are traded, as long
as the report or other document is not a press  release,  is not required to be
and has not been  distributed to the  registrant's  security  holders,  and, if
discussing  a  material  event,  has  already  been the  subject  of a Form 6-K
submission or other Commission filing on EDGAR.

     Indicate  by  check  mark  whether  the   registrant  by  furnishing   the
information  contained in this Form is also thereby  furnishing the information
to the Commission  pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.

                        Yes [_]         No [X]

         If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule
12g3-2(b):  82-_____

===============================================================================
<PAGE>


                                    SIGNATURE

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                                TECK COMINCO LIMITED
                                                (Registrant)



Date:    March 19, 2009                         By: /s/ KAREN L. DUNFEE
                                                    -----------------------
                                                    Karen L. Dunfee
                                                    Corporate Secretary


<PAGE>

                              TECK COMINCO LIMITED
                        Suite 3300 - 550 Burrard Street
                                 Vancouver, BC
                                    V6C 0B3

              NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

         TAKE NOTICE that the Annual and Special Meeting (the "Meeting") of the
shareholders  of  TECK  COMINCO  LIMITED  (the  "Corporation")  will be held in
Waterfront  Ballroom  C,  Fairmont  Waterfront  Hotel,  900  Canada  Place Way,
Vancouver,  British  Columbia,  on Wednesday,  the 22nd day of April,  2009, at
11:00 a.m. Pacific Daylight Time, to:

         (a)      receive the Annual Report of the  Corporation  containing the
                  audited consolidated  financial statements of the Corporation
                  for the fiscal year ended December 31, 2008 and the report of
                  the Auditor thereon;

         (b)      elect 14 directors;

         (c)      appoint the Auditor and  authorize  the  directors to fix the
                  Auditor's remuneration;

         (d)      consider  and,  if deemed  appropriate,  to approve a special
                  resolution  authorizing  an  amendment to the Articles of the
                  Corporation to (i) delete in their  entirety,  the authorized
                  but unissued Preferred Shares Series 1 and the authorized but
                  unissued  Preferred  Shares  Series 2 in the  capital  of the
                  Corporation  and (ii) change the  Corporation's  name to Teck
                  Resources Limited/Ressources Teck Limitee; and

         (e)      transact such other  business as may properly come before the
                  Meeting or any adjournment thereof.

NOTES:

1.       For those  shareholders  who requested it, a copy of the Annual Report
         accompanies this Notice of Meeting.

2.       A Management Proxy Circular and form of proxy  accompanies this Notice
         of Meeting.

         Registered shareholders who are unable to attend the Meeting in person
are requested to date and sign the enclosed form of proxy.  A proxy will not be
valid  unless it is  deposited  at the  offices of CIBC Mellon  Trust  Company,
Attention: Proxy Department, P.O. Box 721, Agincourt,  Ontario M5A 4K9 or if by
hand, 320 Bay Street,  Banking Hall Level,  Toronto,  Ontario at least 48 hours
before the Meeting.

3.       As provided in the CANADA  BUSINESS  CORPORATIONS  ACT, the  directors
have fixed a Record Date of March 2, 2009. Accordingly, shareholders registered
on the books of the  Corporation  at the close of business on March 2, 2009 are
entitled to notice of the Meeting and to vote at the Meeting.

4.       If you are a  non-registered  shareholder  and receive these materials
through  your  broker or other  intermediary,  please  complete  and return the
materials in accordance with the instructions provided to you by your broker or
intermediary.

         DATED this 2nd day of March, 2009.

                                              By order of the Board of Directors

                                              "KAREN L. DUNFEE"

                                              Karen L. Dunfee
                                              Corporate Secretary


<PAGE>

                                     - i -

===============================================================================

                                                                           TECK

                           MANAGEMENT PROXY CIRCULAR

                               TABLE OF CONTENTS


   SOLICITATION OF PROXIES.................................................- 1 -
   VOTING OF SHARES........................................................- 2 -
   REGISTERED SHAREHOLDERS.................................................- 2 -
   NON-REGISTERED SHAREHOLDERS.............................................- 2 -
      OBJECTING BENEFICIAL OWNERS..........................................- 2 -
      NON-OBJECTING BENEFICIAL OWNERS......................................- 3 -
   VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES....................- 3 -
   SUBORDINATE VOTING SHAREHOLDER PROTECTION...............................- 4 -
   RECORD DATE.............................................................- 4 -
PARTICULARS OF MATTERS TO BE ACTED ON......................................- 5 -
   ELECTION OF DIRECTORS...................................................- 5 -
   APPOINTMENT OF AUDITOR.................................................- 11 -
      AUDITOR'S FEES......................................................- 11 -
AMENDMENT OF ARTICLES.....................................................- 11 -
REPORT OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE...............- 12 -
      INDEPENDENCE DETERMINATION..........................................- 12 -
      CHANGES TO MEMBERSHIP IN 2008.......................................- 12 -
      KEY ACTIVITIES IN 2008..............................................- 12 -
      CORPORATE GOVERNANCE PRACTICES......................................- 13 -
      SUCCESSION AND NOMINATION OF NEW DIRECTORS..........................- 13 -
      ETHICAL BUSINESS CONDUCT............................................- 13 -
REPORT OF THE AUDIT COMMITTEE.............................................- 14 -
      FINANCIAL REPORTING.................................................- 14 -
      WITH RESPECT TO THE EXTERNAL AUDITOR................................- 15 -
      WITH RESPECT TO THE INTERNAL AUDITOR................................- 15 -
      FINANCIAL CONTROLS PROGRAM..........................................- 16 -
      CHARTER AND KEY PRACTICES...........................................- 16 -
STATEMENT OF EXECUTIVE COMPENSATION.......................................- 17 -
   COMPENSATION COMMITTEE.................................................- 17 -
   COMPENSATION DISCUSSION AND ANALYSIS...................................- 17 -
   OBJECTIVES OF EXECUTIVE COMPENSATION...................................- 17 -
   STRUCTURE OF EXECUTIVE COMPENSATION....................................- 18 -
   BASE SALARY............................................................- 19 -
   ANNUAL INCENTIVE BONUS.................................................- 20 -
   LONG TERM INCENTIVES...................................................- 22 -
   PENSIONS...............................................................- 23 -
   BENEFITS...............................................................- 23 -
   TERMINATION AND CHANGE OF CONTROL BENEFITS.............................- 23 -
===============================================================================
<PAGE>

                                     -ii-

===============================================================================
   SUMMARY COMPENSATION TABLE - NEOS......................................- 24 -
   INCENTIVE PLAN AWARDS..................................................- 25 -
   INCENTIVE PLAN AWARDS - VALUE VESTED OR EARNED DURING THE YEAR.........- 26 -
   STOCK OPTION PLANS.....................................................- 27 -
   SHARE UNIT PLANS.......................................................- 28 -
   PENSIONS...............................................................- 29 -
      DEFINED BENEFITS PENSION............................................- 29 -
   DEFINED CONTRIBUTION PENSION...........................................- 30 -
   TERMINATION AND CHANGE IN CONTROL......................................- 31 -
SHARE PERFORMANCE GRAPH...................................................- 31 -
COMPENSATION OF DIRECTORS.................................................- 32 -
   SUMMARY COMPENSATION TABLE - DIRECTORS.................................- 33 -
   OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS.................- 33 -
   INCENTIVE PLAN AWARDS - VALUE VESTED OR EARNED DURING THE YEAR.........- 34 -
   MANDATORY SHAREHOLDING POLICY FOR DIRECTORS............................- 35 -
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS........- 35 -
INSURANCE.................................................................- 36 -
SHAREHOLDER PROPOSALS FOR THE 2010 ANNUAL MEETING.........................- 36 -
ADDITIONAL INFORMATION....................................................- 37 -
BOARD OF DIRECTORS' APPROVAL..............................................- 37 -
SCHEDULE A...................................................................A-1
SCHEDULE B...................................................................B-1
SCHEDULE C...................................................................C-1




===============================================================================

<PAGE>

SOLICITATION OF PROXIES

         THIS  MANAGEMENT  PROXY  CIRCULAR IS FURNISHED IN CONNECTION  WITH THE
SOLICITATION BY THE MANAGEMENT OF TECK COMINCO LIMITED (THE  "CORPORATION")  OF
PROXIES TO BE USED AT THE ANNUAL AND  SPECIAL  MEETING OF  SHAREHOLDERS  OF THE
CORPORATION  (THE  "MEETING")  TO BE HELD AT THE  TIME  AND  PLACE  AND FOR THE
PURPOSES  SET  FORTH  IN  THE  ACCOMPANYING   NOTICE  OF  MEETING  AND  AT  ANY
ADJOURNMENT(S) THEREOF. Solicitation will be made primarily by mail, but may be
supplemented by solicitation personally by directors, officers and employees of
the  Corporation  without  special  compensation.  The cost of  solicitation by
Management will be borne by the Corporation.  The information  contained herein
is given as of March 2, 2009, unless otherwise stated.

         The  persons  named in the  accompanying  form of proxy  are  officers
and/or  directors of the  Corporation.  A SHAREHOLDER  DESIRING TO APPOINT SOME
OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER  OF THE  CORPORATION)  TO REPRESENT
THE SHAREHOLDER AT THE MEETING MAY DO SO either by inserting such person's name
in the blank space  provided in the form of proxy and striking out the names of
the other persons  named in the form of proxy or by completing  another form of
proxy, and in either case delivering the completed form of proxy to CIBC Mellon
Trust Company,  Attention: Proxy Department,  P.O. Box 721, Agincourt,  Ontario
M5A 4K9 or if by hand, 320 Bay Street, Banking Hall Level, Toronto, Ontario, or
to the Corporate  Secretary of the Corporation at the Corporation's  registered
office located at Suite 3300 - 550 Burrard Street,  Vancouver,  B.C. V6C 0B3 at
least 48 hours before the Meeting.

         A shareholder may revoke a proxy by instrument in writing  executed by
the  shareholder or by such  shareholder's  attorney  authorized in writing and
deposited either at the registered  office of the Corporation at any time up to
and including  the last  business day preceding the day of the Meeting,  or any
adjournment  thereof, at which the proxy is to be used, or with the Chairman of
the Meeting on the day of the Meeting or any  adjournment  thereof prior to the
time the proxy is used, or in any other manner permitted by law.

         The shares  represented by the persons named in the accompanying  form
of proxy  will be voted for or against or  withheld  from  voting on any ballot
that may be called for in accordance with the directions  contained therein. If
the shareholder specifies a choice on the form of proxy, the shares represented
by the  persons  named  in  the  accompanying  form  of  proxy  will  be  voted
accordingly.  IN THE ABSENCE OF ANY SUCH DIRECTION,  SUCH SHARES WILL BE VOTED:
(I) FOR THE ELECTION OF DIRECTORS;  (II) FOR THE APPOINTMENT OF THE AUDITOR AND
TO AUTHORIZE  THE DIRECTORS TO FIX THE  AUDITOR'S  REMUNERATION;  (III) FOR THE
SPECIAL  RESOLUTION (A) TO DELETE IN THEIR ENTIRETY THE AUTHORIZED AND UNISSUED
PREFERRED  SHARES SERIES 1 AND THE  AUTHORIZED  AND UNISSUED  PREFERRED  SHARES
SERIES 2 IN THE  CAPITAL OF THE  CORPORATION  AND (B) TO CHANGE THE NAME OF THE
CORPORATION  TO  TECK  RESOURCES  LIMITED/RESSOURCES  TECK  LIMITEE.  A  simple
majority of the votes cast at the  Meeting is required to pass the  resolutions
in respect of the election of directors and the  appointment of the Auditor and
to authorize  the directors to fix the  Auditor's  remuneration  proposed to be
voted on at the Meeting.  A majority of not less than  two-thirds  of the votes
cast at the Meeting is required to pass the  resolution  in respect of changing
the  Corporation's  name and to delete in their  entirety  the  authorized  but
unissued  Preferred  Shares Series 1 and the authorized but unissued  Preferred
Shares  Series 2 in the capital of the  Corporation  proposed to be voted on at
the Meeting.  The accompanying  form of proxy confers  discretionary  authority
upon the persons  named  therein with respect to  amendments  or  variations to
matters  identified  in the Notice of Meeting and with respect to other matters
which may properly come before the Meeting.  The management of the  Corporation
("Management") knows of no such amendments or variations,  or of any matters to
come  before the Meeting  other than the  matters  referred to in the Notice of
Meeting.


<PAGE>
                                      -2-

VOTING OF SHARES

REGISTERED SHAREHOLDERS

         If you are a registered shareholder you may vote your shares by one of
two  methods.  You may vote in person at the  Meeting or by proxy as  explained
below. If your shares are held in the name of an intermediary, please see below
under the heading, "Non-Registered Shareholders".

         If you are a registered shareholder and plan to attend the Meeting and
vote your shares in person you do not need to  complete  and return the form of
proxy.  Your vote will be recorded and counted at the Meeting.  Please register
with a  representative  of CIBC  Mellon  Trust  Company  ("CIBC  Mellon"),  the
transfer agent, upon arrival at the Meeting.

         If you are a  registered  shareholder  and are  unable to  attend  the
Meeting in person, you may vote by proxy by completing,  dating and signing the
enclosed  form of proxy and  sending  it by mail or  delivery  in the  enclosed
envelope to the Corporate  Secretary of the  Corporation  c/o CIBC Mellon Trust
Company, Attention: Proxy Department, P.O. Box 721, Agincourt,  Ontario M5A 4K9
or if by hand, 320 Bay Street, Banking Hall Level, Toronto,  Ontario, or to the
Corporate  Secretary of the Corporation at the Corporation's  registered office
located at Suite 3300 - 550 Burrard  Street,  Vancouver,  B.C. V6C 0B3. You may
also fax your completed  proxy to  1-866-781-3111  or  416-368-2502  or vote by
internet AT  WWW.EXPROXYVOTING.COM/TECK  and following the  instructions on the
enclosed  proxy form.  PLEASE NOTE THAT IN ORDER FOR YOUR VOTE TO BE  RECORDED,
YOUR PROXY MUST BE RECEIVED BY CIBC MELLON OR THE CORPORATE  SECRETARY AT LEAST
48 HOURS BEFORE THE MEETING.

NON-REGISTERED SHAREHOLDERS

         In the Notice of Meeting,  this Management Proxy Circular and the form
of  proxy  provided,   all  references  to   shareholders   are  to  registered
shareholders.  In many cases,  shares  beneficially  owned by a shareholder are
registered  either  in the  name of an  intermediary  that  the  non-registered
shareholder  deals  with in  respect of the shares or in the name of a clearing
agency  such as CDS  Clearing  and  Depository  Securities  Inc.  of which  the
intermediary of the non-registered shareholder is a participant.

         There are two kinds of  beneficial  owners:  those who object to their
names being made known to the Corporation,  referred to as objecting beneficial
owners ("OBOs") and those who do not object to the Corporation knowing who they
are,  referred to as non-objecting  beneficial  owners  ("NOBOs").  The meeting
materials  are  being  sent to both  OBOs and  NOBOs.  In  accordance  with new
Canadian  legal  requirements,   the  Corporation  has  decided  this  year  to
distribute  copies of the Notice of Meeting,  Management  Proxy  Circular,  the
enclosed  form of proxy  and the  Corporation's  2008  Annual  Report  to NOBOs
directly.  Their names and addresses and  information  about their  holdings of
securities  have  been  obtained  in  accordance  with  applicable   securities
regulatory  requirements  from the  intermediary  holding on their  behalf.  By
choosing to send the meeting  materials to NOBOs directly,  the Corporation has
assumed  responsibility  for delivering  these  materials to them and executing
their proper voting instructions.  The meeting materials for OBOs will continue
to be distributed through clearing houses and  intermediaries,  who often use a
service  company such as  Broadridge  Financial  Solutions  to forward  meeting
materials to non-registered shareholders.

OBJECTING BENEFICIAL OWNERS

         Intermediaries  are  required  to forward  meeting  materials  to OBOs
unless an OBO has waived the right to receive  them.  Generally,  OBOs who have
not waived the right to receive meeting  materials will either be given a proxy
which has already been signed by the  intermediary  and is restricted as to the
number  of shares  beneficially  owned by the OBO but  which is  otherwise  not
completed or, more typically,  be given a voting instruction form ("VIF") which

<PAGE>
                                      -3-

must be completed  and signed by the OBO in accordance  with the  directions on
the VIF.

NON-OBJECTING BENEFICIAL OWNERS

         The meeting  materials with a form of proxy will be forwarded to NOBOs
by the  Corporation's  transfer  agent,  CIBC Mellon.  These  proxies are to be
completed and returned to CIBC Mellon in the envelope provided or by facsimile.
CIBC Mellon will  tabulate the results of the proxies  received  from NOBOs and
will provide appropriate instructions at the Meeting with respect to the shares
represented by the proxies they receive.  The purpose of these procedures is to
permit  non-registered  shareholders  to direct the  voting of the shares  they
beneficially own.

         Should a  non-registered  shareholder who receives either a proxy or a
VIF wish to attend and vote at the  Meeting in person (or have  another  person
attend   and  vote  on  behalf   of  the   non-registered   shareholder),   the
non-registered  shareholder should strike out the names of the persons named in
the proxy and insert the non-registered  shareholder's (or such other person's)
name  in the  blank  space  provided,  or in the  case  of a  VIF,  follow  the
instructions  on the  form.  By  doing  so the  non-registered  shareholder  is
instructing the intermediary to appoint them or their designee as proxyholder.

         IN ANY EVENT,  NON-REGISTERED SHAREHOLDERS SHOULD CAREFULLY FOLLOW THE
INSTRUCTIONS  OF THEIR  INTERMEDIARIES  AND  THEIR  SERVICE  COMPANIES  OR CIBC
MELLON, AS THE CASE MAY BE.

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES

         The Corporation is authorized to issue an unlimited  number of Class A
common  shares,  Class B subordinate  voting shares and preference  shares.  At
March 2, 2009,  there were  outstanding  9,353,470 Class A common shares,  each
carrying the right to 100 votes per share, and 477,513,286  Class B subordinate
voting  shares,  each  carrying  the right to one vote per  share.  The Class B
subordinate  voting shares carry 33.80% of the aggregate voting rights attached
to the Class A common and Class B subordinate  voting shares. At March 2, 2009,
no preference shares were outstanding.

         With the exception of the shareholders  mentioned below, the directors
and  officers  of  the  Corporation  do  not  know  of any  person  or  company
beneficially owning or exercising direction or control, directly or indirectly,
over shares carrying more than 10% of the votes attached to any class of voting
securities of the Corporation.

         Temagami  Mining  Company  Limited   ("Temagami")   has  informed  the
Corporation  that as at March  2,  2009,  it  beneficially  owned or  exercised
direction or control,  directly or indirectly,  over  4,300,000  Class A common
shares  (representing  45.97% of the  Class A common  shares  outstanding)  and
860,000 Class B subordinate  voting shares  (representing  0.18% of the Class B
subordinate  voting  shares  outstanding)  of  the  Corporation,  which  shares
represent 30.50% of the total votes attached to the combined  outstanding Class
A  common  shares  and  Class  B  subordinate  voting  shares.  Keevil  Holding
Corporation  beneficially owns 51% of the outstanding  shares of Temagami,  and
SMM Resources Incorporated ("SMM"), a wholly owned subsidiary of Sumitomo Metal
Mining Co. Ltd., beneficially owns 49% of the outstanding shares of Temagami.

         In addition to the foregoing, SMM has informed the Corporation that as
at March 2, 2009, it  beneficially  owned and  exercised  direction or control,
directly or indirectly,  over 1,469,000 Class A common shares and 295,800 Class
B subordinate  voting  shares of the  Corporation.  Accordingly,  SMM exercises
voting rights  representing  10.49% of the total votes attached to the combined
outstanding Class A common shares and Class B subordinate  voting shares of the
Corporation.


<PAGE>
                                      -4-

         As of March 2,  2009,  Caisse de depot et  placement  du  Quebec  held
1,587,600 Class A common shares which  represents  16.87% of the Class A common
shares.  Those shares,  together with 180,474 Class B subordinate voting shares
(representing  0.04% of the Class B subordinate voting shares outstanding) held
by it, represent 11.25% of the total votes attached to the combined outstanding
Class A common shares and Class B subordinate voting shares of the Corporation.

SUBORDINATE VOTING SHAREHOLDER PROTECTION

         The  attributes  of the  Class B  subordinate  voting  shares  contain
so-called  "Coattail  Provisions"  which provide that in the event an offer (an
"Exclusionary  Offer") to purchase Class A common shares,  which is required to
be made to all or substantially  all holders thereof,  is not made concurrently
with an offer to purchase Class B subordinate voting shares on identical terms,
then each Class B subordinate voting share will be convertible into one Class A
common share. The Class B subordinate  voting shares will not be convertible in
the event an Exclusionary Offer is not accepted by holders of a majority of the
Class A common shares  (excluding  those shares held by the offeror  making the
Exclusionary Offer).

         If an  offer  to  purchase  Class A  common  shares  does  not,  under
applicable  securities  legislation or the  requirements  of any stock exchange
having  jurisdiction,  constitute a "take-over bid" or is otherwise exempt from
any requirement that such offer be made to all or substantially  all holders of
Class A common shares, the Coattail Provisions will not be applicable.

         The above is a summary only. Reference should be made to the full text
of the Coattail Provisions contained in the articles of the Corporation, a copy
of which  may be  obtained  on  SEDAR at  www.sedar.com  or by  writing  to the
Corporate Secretary of the Corporation.

RECORD DATE

         Each holder of issued and outstanding Class A common shares or Class B
subordinate  voting  shares of record at the time of the close of  business  on
March 2, 2009, (the "Record Date") will be given notice of the Meeting and will
be entitled to vote at the Meeting, by proxy or in person, the number of shares
held by such holder on the Record Date.



<PAGE>
                                      -5-




                     PARTICULARS OF MATTERS TO BE ACTED ON

ELECTION OF DIRECTORS

         Directors  are  elected  annually  and the Board of  Directors  of the
Corporation  (the "Board of Directors" or the "Board") has determined  that the
number of directors to be elected is 14. Unless  authority to vote is withheld,
the shares  represented  by the proxies  hereby  solicited will be voted by the
persons  named  therein FOR the  election of the  nominees  whose names are set
forth  below.  Of the 14  nominees,  all but Mr. Jack  Cockwell  are  presently
members  of the  Board of  Directors  and the dates on which  they  were  first
elected or appointed are indicated below.  Management does not contemplate that
any nominee  will be unable or  unwilling  to serve as a director,  but if that
should  occur for any reason  prior to the  Meeting,  the persons  named in the
enclosed form of proxy  reserve the right to vote FOR another  nominee in their
discretion,  unless the shareholder has specified in the  accompanying  form of
proxy that such  shareholder's  shares are to be  withheld  from  voting on the
election of directors.

         Each  of the  following  persons  is  nominated  to hold  office  as a
director  until the next Annual  Meeting or until his or her  successor is duly
elected or appointed.

<TABLE>
<CAPTION>
======================================= ============== ==============================================================
<S>                                     <C>            <C>
MAYANK M. ASHAR                         Independent    Mayank M. Ashar was  appointed  to the Board of Teck  Cominco
Director Since:  2007                   (9)            Limited in November  2007. He is a graduate of the University
Shareholdings:                                         of  Toronto.  Mr.  Ashar is  presently  the  Chief  Operating
15,000 Class B Subordinate Voting       [GRAPHIC       Officer  of  Irving  Oil  Limited.  From  2007 to 2008 he was
 4,114 Deferred Share Units             OMITTED]       Executive  Vice  President of Suncor  Energy and from 2003 to
(6), (7)                                               2007 he was  Executive  Vice  President of Suncor Energy USA.
                                                       Mr. Ashar is a director of Operation Eyesight, a charity that
                                                       works  towards   treatment  and  prevention   initiatives  in
                                                       developing  regions of the  world,  and the Vice Chair of the
                                                       World Petroleum  Congress,  Canadian Chapter.  Mr. Ashar is a
                                                       resident of Saint John, New Brunswick, Canada and is 54.

======================================= ============== ==============================================================
J. BRIAN AUNE                           Independent    J.  Brian  Aune  joined  the  Board  of Teck  Corporation  in
Director Since: 1995                    (9)            February  1995 and was a member of the Board of Cominco  Ltd.
Shareholdings:                                         from 1997 to the date of the merger.  Mr.  Aune,  a chartered
61,000 Class B Subordinate Voting       [GRAPHIC       accountant, joined Nesbitt Thomson Inc. in 1966 and served as
18,457 Deferred Share Units             OMITTED]       Chairman and Chief Executive Officer from 1980 to 1990. He is
(1), (3), (4)                                          President  of  Alderprise  Inc. and was Chairman of St. James
                                                       Financial  Corporation  from  1990 to  September  2005  (both
                                                       private investment  companies).  He is a director of a number
                                                       of  Canadian  public  and  private   corporations   including
                                                       Constellation  Software Inc. and Power Financial Corporation.
                                                       Mr. Aune is a resident of Magog, Quebec, Canada and is 69.
======================================= ============== ==============================================================
</TABLE>

<PAGE>
                                      -6-

<TABLE>
<CAPTION>
======================================= ============== ==============================================================
<S>                                     <C>            <C>
JALYNN H. BENNETT (13)                  Independent    Jalynn H. Bennett joined the Board of Teck Cominco Limited in
C.M.                                    (9)            April  2005.  She is  President  of  Jalynn  H.  Bennett  and
Director Since:  2005                                  Associates Ltd., a consulting firm  specializing in strategic
Shareholdings:                          [GRAPHIC       planning and  organizational  development  in both the public
  2,329 Class B Subordinate Voting      OMITTED]       and  private  sectors.  She holds a degree,  specializing  in
16,580 Deferred Share Units                            economics,  from the  University of Toronto.  Ms.  Bennett is
(2), (4), (5)                                          currently  a  director  of  the  Canadian  Imperial  Bank  of
                                                       Commerce,    Nortel   Networks   Limited,   Nortel   Networks
                                                       Corporation,  and Cadillac Fairview  Corporation Limited. She
                                                       is also a director of The Hospital for Sick Kids  Foundation;
                                                       a Member of the  Lawrence  National  Centre  for  Policy  and
                                                       Management,  Richard Ivey School of Business,  The University
                                                       of Western  Ontario;  and a Member of the  Canada  Millennium
                                                       Scholarship  Foundation.  She is a past  Commissioner  of the
                                                       Ontario Securities Commission and was a member of the Toronto
                                                       Stock  Exchange,  Canadian  Stock  Exchange  and the Canadian
                                                       Institute  of  Chartered   Accountants'  Joint  Committee  on
                                                       Corporate Governance (the Saucier Committee).  Ms. Bennett is
                                                       a resident of Toronto, Ontario, Canada and is 66.

======================================= ============== ==============================================================
HUGH J. BOLTON                          Independent    Hugh J. Bolton  joined the Board of Cominco  Ltd. in 1998 and
F.C.A.                                  (9)            the Board of Teck  Cominco in 2001.  He is a graduate  of the
Director Since:  2001                                  University  of  Alberta  (B.A.  Economics).  Mr.  Bolton  was
Shareholdings:                          [GRAPHIC       managing  partner  of  Coopers & Lybrand  Canada  (accounting
12,000 Class B Subordinate Voting       OMITTED]       firm)  from 1984 to 1990 and  Chairman  and  Chief  Executive
18,457 Deferred Share Units                            Officer from 1991 to 1998. He is presently  Chairman of Epcor
(2), (5)                                               Utilities Inc.,  Chairman of Matrikon Inc., a director of the
                                                       Toronto  Dominion  Bank,  WestJet  Airlines  Ltd.,   Canadian
                                                       National  Railway  Company  and the Shock  Trauma  Air Rescue
                                                       Society  (STARS).  Mr.  Bolton  is a  resident  of  Edmonton,
                                                       Alberta, Canada and is 69.

======================================= ============== ==============================================================
JACK L. COCKWELL                        Independent    Jack L.  Cockwell  is standing  for  election to the Board of
New Nominee                             (9)            Teck Cominco  Limited for the first time. He is a graduate of
                                                       the  University of Cape Town (M.Com).  Mr.  Cockwell is Group
                                        [GRAPHIC       Chairman  of  Brookfield   Asset   Management   Inc.   (asset
                                        OMITTED]       management   company)   and  has  served  as  a  director  of
                                                       Brookfield  since  September  1979.  As Group  Chairman,  Mr.
                                                       Cockwell represents  Brookfield as a director on the Board of
                                                       Brookfield Properties Corporation and other subsidiaries.  He
                                                       is also a  director  of  Astral  Media  Inc.  and  Waterfront
                                                       Toronto,  and a  governor  of the Royal  Ontario  Museum  and
                                                       Ryerson  University.  Mr.  Cockwell is a resident of Toronto,
                                                       Ontario, Canada and is 68.

======================================= ============== ==============================================================
NORMAN B. KEEVIL                        Not            Norman B. Keevil joined the Board of Teck Corporation in 1963
Director Since:  1963                   Independent    and was a member of the Board of  Cominco  Ltd.  from 1986 to
Shareholdings:                          ((8))          the date of the merger. He is a graduate of the University of
418,880 Class A                                        Toronto  (B.A.  Sc.)  and the  University  of  California  at
608,232 Class B Subordinate Voting      [GRAPHIC       Berkeley  (Ph.  D.). He  received  an honorary  LL.D from the
  13,208 Restricted Share Units         OMITTED]       University  of  British  Columbia  in May  1993.  He was Vice
(1)                                                    President  Exploration at Teck Corporation from 1962 to 1968,
                                                       Executive  Vice  President  from 1968 to 1981,  President and
                                                       Chief  Executive  Officer  from  1981  to 2001  and has  been
                                                       Chairman of the Board of Teck  Cominco  since  2001.  He is a
                                                       lifetime  director of the Mining  Association of Canada.  Dr.
                                                       Keevil was inducted into the Canadian  Mining Hall of Fame in
                                                       January  2004.  Dr.  Keevil is a resident of West  Vancouver,
                                                       B.C., Canada and is 71.
======================================= ============== ==============================================================
</TABLE>

<PAGE>
                                      -7-

<TABLE>
<CAPTION>
======================================= ============== ==============================================================
<S>                                     <C>            <C>
NORMAN B. KEEVIL III                    Not            Norman B. Keevil III joined the Board of Teck  Corporation in
Director Since:  1997                   Independent    1997. He graduated  from the  University of British  Columbia
Shareholdings:                          ((11))         (B.A. Sc.) with a Mechanical  Engineering  degree. Mr. Keevil
20,000 Class B Subordinate Voting                      recently  stepped down as Vice President of Engineering  with
  8,612 Deferred Share Units            [GRAPHIC       Triton  Logging  Inc.  (underwater   harvesting  company)  of
  4,609 Restricted Share Units          OMITTED]       Victoria,  B.C. in order to start a new  technology  venture.
(4), (6), (7)                                          Prior to joining Triton, he was President and Chief Executive
                                                       Officer of Pyramid  Automation  Ltd.  (manufacturing  process
                                                       automation  company),  a company he helped found in 1998. Mr.
                                                       Keevil is a resident of Victoria, B.C., Canada and is 45.

======================================= ============== ==============================================================
TAKASHI KURIYAMA                        Independent    Takashi Kuriyama was appointed a director of Teck Cominco
Director Since:  2006                   (9)            Limited in June 2006.  He graduated from Akita University in
Shareholdings:                                         Japan (B.A. Eng.).  Mr. Kuriyama is Executive Vice President
2,000 Class B Subordinate Voting(10)    [GRAPHIC       of Sumitomo Metal Mining America Inc., as well as a director
7,544 Deferred Share Units              OMITTED]       of several other companies which are subsidiaries of Sumitomo
(6), (7)                                               Metal Mining America Inc. (mining and mine development
                                                       company).  Mr.  Kuriyama
                                                       is   a    resident    of
                                                       Vancouver,  B.C., Canada
                                                       and is 58.

======================================= ============== ==============================================================
DONALD R. LINDSAY                       Not            Don  Lindsay  joined Teck  Cominco  Limited as  President  in
Director Since:  2005                   Independent    January  2005,  was appointed a director in February 2005 and
Shareholdings:                          (12)           Chief  Executive  Officer in April 2005.  He is a graduate of
502,056 Class B Subordinate Voting                     Queens University (B.Sc.,  Hons.) and Harvard Business School
163,396 Deferred Share Units            [GRAPHIC       (M.B.A.). Mr. Lindsay was employed by CIBC World Markets Inc.
362,948 Restricted Share Units          OMITTED]       (investment banking) from 1985 to 2004 where he was President
(1)                                                    of CIBC World Markets Inc.,  Head of Investment and Corporate
                                                       Banking and Head of the Asia Pacific Region. Mr. Lindsay is a
                                                       resident of Vancouver, B.C., Canada and is 50.

======================================= ============== ==============================================================
TAKURO MOCHIHARA                        Independent    Takuro  Mochihara  joined  the Board of Teck  Corporation  in
Director Since:  2000                   (9)            2000. He is a graduate of the University of Tokyo, Faculty of
Shareholdings:                                         Law. Mr. Mochihara held managerial  positions with Mitsubishi
2,000 Class B Subordinate Voting(10)    [GRAPHIC       Canada  Ltd.  and  Mitsubishi  Corporation  (general  trading
19,368 Deferred Share Units             OMITTED]       companies)  from 1986 to 2000 when he joined  Sumitomo  Metal
(1), (6)                                               Mining Co. Ltd. (mining and mine  development  company) where
                                                       he is  currently  a director  and Senior  Managing  Executive
                                                       Officer.  Mr. Mochihara is a resident of Tokyo,  Japan and is
                                                       63.

======================================= ============== ==============================================================
DEREK G. PANNELL                        Independent    Derek G.  Pannell was  appointed  a director of Teck  Cominco
Director Since:  2006                   (9)            Limited in October 2006. He is a graduate of Imperial College
Shareholdings:                                         in London, England (BSc. Eng.) and the Royal School of Mines,
 3,200 Class B Subordinate Voting       [GRAPHIC       London,  England (ARSM).  Mr. Pannell was President and Chief
 7,544  Deferred Share Units            OMITTED]       Operating  Officer  of  Noranda/Falconbridge   from  2001  to
(6), (7)                                               October  2006  and Vice  President,  Operations  of  Compania
                                                       Minera  Antamina  from  1999  -  2001.  He is  presently  the
                                                       Managing  Partner  of  Brookfield  Asset  Management   (asset
                                                       management  company),  Chairman of Brookfield  Infrastructure
                                                       Partners   and  a  director  of   Brookfield   Infrastructure
                                                       Partners,  Agrium Inc. and Major Drilling Group International
                                                       Inc. Mr. Pannell is also a professional  engineer  registered
                                                       in  Quebec  and  Peru.  He is a  resident  of  Bathurst,  New
                                                       Brunswick, Canada and is 62.
======================================= ============== ==============================================================
</TABLE>

<PAGE>
                                      -8-

<TABLE>
<CAPTION>
======================================= ============== ==============================================================
<S>                                     <C>            <C>
JANICE G. RENNIE                        Independent    Janice  Rennie  was  elected  to the  Board  of Teck  Cominco
F.C.A.                                  (9)            Limited in April 2007. She is a graduate of the University of
Director Since:  2007                                  Alberta (BComm.) and a Chartered  Accountant.  Ms. Rennie was
Shareholdings:                          [GRAPHIC       Sr.  Vice  President,   Human  Resources  and  Organizational
3,000 Class B Subordinate Voting        OMITTED]       Effectiveness  for Epcor  Utilities  Inc.  from 2004 to 2005.
7,544 Deferred Share Units                             Prior to 2004 she was Principal of Rennie & Associates  which
(2), (3), (5)                                          provided  investment and related advice to small and mid-size
                                                       companies. She is a director of Matrikon Inc., Methanex Corp.
                                                       and West Fraser  Timber Co. Ltd. Ms.  Rennie is a resident of
                                                       Edmonton, Alberta, Canada and is 51.

======================================= ============== ==============================================================
WARREN S.R. SEYFFERT                    Independent    Warren  S.  R.  Seyffert,  Q.C.  joined  the  Board  of  Teck
Q.C.                                    (9)            Corporation  in 1989 and was a member of the Board of Cominco
Director Since:  1989                                  Ltd. from 2000 to the date of the merger. He is a graduate of
Shareholdings:                          [GRAPHIC       the  University  of  Toronto  Law  School  (LL.B.)  and  York
101,902 Class B Subordinate Voting      OMITTED]       University,  Osgoode Hall (LL.M). He was a partner of the law
  20,919 Deferred Share Units                          firm Lang  Michener  LLP from 1969 to 2001 and  counsel  from
(1), (3), (5), (6)                                     2002 to 2007.  He taught "Law of  Corporate  Management"  for
                                                       over 12 years at Osgoode Hall Law School. He is a director of
                                                       various public and private  corporations  including  Allstate
                                                       Insurance Company of Canada, Pembridge Insurance Company, The
                                                       Kensington  Health Centre and St Andrew Goldfields Ltd. He is
                                                       an  Honourary  Trustee  of  the  Royal  Ontario  Museum.  Mr.
                                                       Seyffert is a resident of Toronto, Ontario, Canada and is 68.

======================================= ============== ==============================================================
CHRIS M.T. THOMPSON                     Independent    Chris M. T. Thompson joined the Board of Teck Cominco in June
Director Since:  2003                   (9)            2003.  He is a graduate  of Rhodes  University,  SA (BA Law &
Shareholdings:                                         Economics) and Bradford  University,  UK (MSc).  Mr. Thompson
121,000 Class B Subordinate Voting      [GRAPHIC       was the Chief Executive  Officer and Chairman of the Board of
  13,422 Deferred Share Units           OMITTED]       Gold Fields Ltd.  (precious  metal producer) from 1998 - 2002
    2,486 Restricted Share Units                       and was the  Chairman  of the Board from 1998 until  November
(1), (2), (3), (5), (7)                                2005.  He was  Chairman of the World Gold  Council from April
                                                       2002 until  April  2005 and is  currently  a director  of The
                                                       Water  Company.  Mr.  Thompson  is a resident  of  Englewood,
                                                       Colorado, U.S.A. and is 61.
======================================= ============== ===============================================================
</TABLE>

<PAGE>
                                      -9-

NOTES:

(1)  Member of the Executive Committee of the Board.
(2)  Member of the Audit Committee of the Board.
(3)  Member of the Compensation Committee of the Board.
(4)  Member of the Pension Committee of the Board.
(5)  Member of the Corporate Governance & Nominating Committee of the Board.
(6)  Member of the Safety & Sustainability Committee of the Board.
(7)  Member of the Reserves Committee.
(8)  N.B.  Keevil is a director of Keevil Holding  Corporation and trustee of a
     trust which holds shares carrying 98% of the votes attached to outstanding
     shares of Keevil  Holding  Corporation.  The  holdings  of Keevil  Holding
     Corporation  are reported  under the heading  "Voting Shares and Principal
     Holders of Voting Shares" in this Management  Proxy  Circular.  Dr. Keevil
     retired as Chief  Executive  Officer of the Corporation in 2001. The Board
     has determined that, as Chairman of the Board, he is not independent.
(9)  Director  who  is:  (a)  not a  member  of  management  and is free of any
     interest  and any  business,  family  or other  relationship  which  could
     reasonably be perceived to interfere  with the  director's  ability to act
     with a view to the best interests of the Corporation  other than interests
     and relationships arising solely from holdings in the Corporation, and (b)
     is not considered to have a direct or indirect material  relationship with
     the Corporation under subsection 1.4 of Multilateral Instrument 52-110.
(10) Messrs.  Mochihara and Kuriyama are employees of Sumitomo Metal Mining Co.
     Ltd. ("Sumitomo") and, as such, are required to hold these shares in trust
     for Sumitomo.
(11) Family relationship with N.B. Keevil.
(12) Officer of the Corporation.
(13) Ms. Jalynn H. Bennett was a director of Nortel  Networks  Corporation  and
     Nortel Networks Limited (collectively,  the "Nortel Companies"),  when the
     Nortel  Companies  announced on March 10, 2006 the need to restate certain
     of their previously  reported financial results and the resulting delay in
     the filing of certain 2005  financial  statements  by the required  filing
     dates. The Ontario Securities Commission ("OSC") issued a final management
     cease  trade  order on April 10, 2006  prohibiting  all of the  directors,
     officers and certain current and former employees,  including Ms. Bennett,
     from trading in securities of the Nortel Companies until two business days
     following  the  receipt  by the  OSC of all  of  the  filings  the  Nortel
     Companies were required to make under Ontario securities laws. The British
     Columbia Securities  Commission ("BCSC") and Quebec Securities  Commission
     ("QSC") also issued  similar  orders.  Ms.  Bennett was not subject to the
     orders  issued by the BCSC and the QSC.  The OSC  lifted  its cease  trade
     order effective June 8, 2006. The BCSC and the QSC also lifted their cease
     trade orders shortly  thereafter.  Ms.  Bennett  remains a director of the
     Nortel  Companies.   On  January  14,  2009,  Nortel  filed  for  creditor
     protection in Canada under the Companies' Creditors Arrangement Act.


SHAREHOLDINGS OF  BOARD MEMBERS AS AT MARCH 2, 2009

o    Total number of Class A common shares held by all directors: 418,880
o    Total number of Class A common shares held by all non-executive directors:
     418,880
o    Total number of Class B subordinate  voting shares held by all  directors:
     1,498,629
o    Total  number  of  Class  B   subordinate   voting   shares  held  by  all
     non-executive directors: 996,573
o    Total value of Class A common shares held by all directors:  $3,769,920
o    Total value of Class B subordinate  voting  shares held by all  directors:
     $5,919,585
o    Total value of Class A common shares held by all non-executive  directors:
     $3,769,920
o    Total value of Class B subordinate voting shares held by all non-executive
     directors: $3,936,463

     Values are based on the closing price of Class A common shares and Class B
     subordinate  voting shares on the Toronto Stock  Exchange on March 2, 2009
     ($9.00 and $3.95 respectively).


<PAGE>
                                     -10-

         The following  directors are directors or trustees of other  reporting
issuers as set out after their names:


J. Brian Aune Constellation Software Inc. and Power Financial Corporation.

Jalynn H. Bennett          Canadian Imperial Bank of Commerce,  Nortel Networks
                           Limited and Nortel Networks Corporation.

Hugh J. Bolton             Epcor   Utilities  Inc.,   Matrikon  Inc.,   Toronto
                           Dominion  Bank,  WestJet  Airlines Ltd. and Canadian
                           National Railway Company.

Jack L. Cockwell           Brookfield   Asset   Management   Inc.,   Brookfield
                           Properties Corporation,  Fraser Papers Inc., Norbord
                           Inc. and Astral Media Inc.

Derek G. Pannell           Agrium Inc. and Major Drilling  Group  International
                           Inc.

Janice G. Rennie           Matrikon Inc., Methanex Corp. and West Fraser Timber
                           Co. Ltd.

Warren S. R. Seyffert      St Andrew Goldfields Ltd.

Chris M. T. Thompson       The Water Company.

<TABLE>
<CAPTION>
----------------------------------------------------------- -------------------------------------------------------------
                    SUMMARY OF BOARD &                                        SUMMARY OF ATTENDANCE BY
               COMMITTEE MEETINGS HELD (1)                                           DIRECTORS
----------------------------------------------------------- -------------------------------------------------------------
                                                            DIRECTOR                       BOARD MEETINGS    COMMITTEE
                                                                                              ATTENDED        MEETINGS
                                                                                                              ATTENDED
<S>                                                         <C>                            <C>               <C>
                                                            Mayank M. Ashar(2)                18 of 21         8 of 8
                                                            J. Brian Aune                     21 of 21        13 of 13
Board of Directors                                    21    Jalynn H. Bennett                 21 of 21        12 of 12
(a)  Audit Committee                                   8    Hugh J. Bolton(3)                 20 of 21        10 of 12
(b)  Executive Committee                               3    Norman B. Keevil                  19 of 21         3 of 3
(c)  Corporate Governance & Nominating                 2    Norman B. Keevil III(4)           21 of 21        9 of 10
      Committee                                             Takashi Kuriyama(5)               19 of 21         6 of 6
(d)  Compensation Committee                            6    Donald R. Lindsay                 21 of 21         3 of 3
(e)  Pension Committee                                 2    Takuro Mochihara                  18 of 21         6 of 7
(f)  Safety & Sustainability Committee                 4    Derek G. Pannell                  16 of 21         6 of 8
(g)  Reserves Committee                                4    Janice G. Rennie(6)               21 of 21        12 of 12
                                                            Warren S.R. Seyffert(7)           21 of 21        21 of 21
                                                            Keith E. Steeves(8)               20 of 21        12 of 14
                                                            Chris M. T. Thompson((9))         20 of 21        18 of 21

---------------------------------------------------- ------ ------------------------------ ---------------- -------------
</TABLE>

NOTES:

(1)  The overall  attendance was 93.9% at Board meetings and 92.7% at Committee
     meetings for the year.
(2)  Mayank M. Ashar was  appointed  as a member of the  Reserves  Committee on
     February 12, 2008 and the Safety &  Sustainability  Committee on April 23,
     2008.
(3)  Hugh J. Bolton was  appointed  as a member of the  Corporate  Governance &
     Nominating  Committee  and  ceased  to be a  member  of  the  Compensation
     Committee on April 23, 2008.
(4)  Norman B. Keevil III was appointed as a member of the Pension Committee on
     April 23, 2008.
(5)  Takashi  Kuriyama was  appointed as a member of the Reserves  Committee on
     April 23, 2008.
(6)  Janice G. Rennie was appointed as a member of the  Compensation  Committee
     and the  Corporate  Governance & Nominating  Committee  and ceased to be a
     member of the Pension Committee on April 23, 2008.
(7)  Warren S.R. Seyffert was appointed as a member of the Executive  Committee
     and  Compensation  Committee  and  ceased  to be a  member  of  the  Audit
     Committee on April 23, 2008.
(8)  Keith E.  Steeves  will retire as an  independent  director  when his term
     expires on the date of the Meeting.
(9)  Chris M.T.  Thompson was  appointed as a member of the Audit  Committee on
     February 12, 2008 and ceased to be a member of the Corporate  Governance &
     Nominating Committee on April 23, 2008.


<PAGE>
                                     -11-

APPOINTMENT OF AUDITOR

         Unless otherwise instructed, the persons named in the enclosed form of
proxy intend to vote FOR the reappointment of PricewaterhouseCoopers LLP as the
Auditor of the  Corporation  to hold office  until the next  Annual  Meeting of
shareholders and to authorize the directors to fix the Auditor's  remuneration.
PricewaterhouseCoopers  LLP or its  predecessor  has  been the  Auditor  of the
Corporation for more than 5 years.

AUDITOR'S FEES

         For the years ended December 31, 2008 and 2007, the  Corporation  paid
the external auditor $4,579,054 and $4,142,000 respectively as detailed below:

                                                  YEAR ENDED       YEAR ENDED
                                                  2008 ($000)      2007 ($000)
         Audit Services(1)                           3,706            3,217
         Audit Related Services(2)                    500              513
         Tax Fees(3)                                  257              354
         All Other Fees                               116              58
NOTES:

(1)  Includes  services  that are  provided  by the  Corporation's  independent
     auditor  in  connection  with the audit of the  financial  statements  and
     internal controls over financial reporting.
(2)  Includes   assurance  and  related   services  that  are  related  to  the
     performance of the audit,  principally for quarterly reviews, pension plan
     audits and prospectuses.
(3)  Fees are for  international  tax services  and advice  provided to foreign
     offices.


                             AMENDMENT OF ARTICLES

         At the Meeting,  shareholders will be asked to consider, and if deemed
advisable,  to  pass a  special  resolution  authorizing  an  amendment  to the
articles of the Corporation  to: (i) delete in their  entirety,  the authorized
but  unissued  Preference  Shares  Series  1 and the  authorized  but  unissued
Preference  Shares Series 2 in the capital of the Corporation,  and the rights,
privileges,  restrictions and conditions attaching thereto; and (ii) change the
Corporation's name from "Teck Cominco Limited" to:

                  Teck Resources Limited
                  Ressources Teck Limitee

or to such other name as may deemed  appropriate by Board of Directors in their
sole discretion (the "AMENDMENT RESOLUTION").

         The full text of the  Amendment  Resolution  to be  considered  at the
Meeting is set forth in Schedule A of this Management  Proxy Circular.  To take
effect, the Amendment  Resolution must be approved by at least two thirds (2/3)
of the votes cast by holders  of the Class A common  shares and the  holders of
the Class B Subordinate  Voting shares of the  Corporation,  voting as a group,
present in person or represented by proxy at the Meeting.

         The Board of Directors  unanimously  recommends that shareholders vote
FOR the Amendment Resolution.

         IF NAMED AS PROXY, THE  CORPORATION'S  MANAGEMENT  DESIGNEES INTEND TO
VOTE THE SHARES  REPRESENTED  BY SUCH PROXY AT THE MEETING FOR THE  APPROVAL OF
THE AMENDMENT RESOLUTION, UNLESS OTHERWISE DIRECTED IN THE FORM OF PROXY.


<PAGE>
                                     -12-


          REPORT OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

         The  Corporate  Governance  and  Nominating  Committee  considers  and
recommends  corporate  governance programs to the Board,  proposes nominees for
board and committee  appointment and assists with Board and director evaluation
to ensure that our governance practices are rigorous,  relevant and appropriate
to  the  Corporation.  Our  primary  focus  is on  effective  oversight  of and
independence from Management.

         The  Committee is chaired by our Lead  Director,  Warren  Seyffert,  a
corporate law and  governance  expert,  and all of the members of the Committee
are independent and  knowledgeable  about corporate  governance  programs.  The
Committee  members have  substantial  and  diversified  board  experience.  See
directors' biographies on pages 5 to 8 for additional information.

INDEPENDENCE DETERMINATION

         The Board has determined  that ownership of even a significant  number
of shares is not, by itself, a bar to a finding of independence.  The Board has
appointed Mr.  Seyffert,  who is  independent,  as the Lead  Director.  As Lead
Director,  Mr.  Seyffert  is  either a member  or ad hoc  member of each of the
committees  of the Board.  The  majority  of the Board and the  nominees to the
Board are independent. The following directors and nominees are independent: M.
M. Ashar,  J. B. Aune,  J. H.  Bennett,  H. J. Bolton,  J. L.  Cockwell,  J. G.
Rennie, T. Kuriyama, D. J. Pannell, T. Mochihara,  W.S.R. Seyffert and C. M. T.
Thompson.  The Audit,  Corporate  Governance and  Nominating  and  Compensation
Committees  are  comprised  entirely of  independent  directors.  The  Canadian
Securities   Administrators'   corporate   governance   guidance  suggest  that
independent    directors   hold   regularly   scheduled   meetings   at   which
non-independent  directors  and members of  Management  are not in  attendance.
While we believe that it is  important  that the Board  regularly  meet without
Management,  we believe  that open and candid  discussion  amongst  independent
directors is not inhibited by the presence of the non-independent directors and
their exclusion from such meetings is not always warranted.

CHANGES TO MEMBERSHIP IN 2008

         In April  2008 upon  Robert  Wright's  mandatory  retirement  from the
Board,  Warren  Seyffert  as  Lead  Director  was  appointed  Chairman  of  the
Committee.  Hugh Bolton,  Janice Rennie and Chris  Thompson  were  appointed as
additional  directors  at that time as well.  Brian Aune stepped down from this
Committee in April 2008.

KEY ACTIVITIES IN 2008

         The  Committee  addressed  the  concerns  expressed  in 2  shareholder
proposals to the  satisfaction of the  shareholders  involved and the proposals
were withdrawn.

         Mr.  Seyffert  was  appointed  Lead  Director of the Board  succeeding
Robert Wright who had served as Lead Director of the  Corporation  for 6 years.
In recognition of his service,  Mr. Wright was made an honourary  director.  As
such,  Mr. Wright is invited to attend and  participate  in board  meetings and
receives all board materials but has no official duties or responsibilities and
has no vote on board decisions. He attended 5 meetings in 2008.

         The Committee completed its annual charter review and amendment.

<PAGE>
                                     -12-

         The Committee reviewed the composition of all the board committees and
made recommendations to the Board for the appointments that were made following
the annual general meeting in 2008.

CORPORATE GOVERNANCE PRACTICES

         Our governance practices are reported in the table in Schedule A which
sets  out our  compliance  with  NATIONAL  INSTRUMENT  58-101 -  DISCLOSURE  OF
CORPORATE GOVERNANCE PRACTICES.

SUCCESSION AND NOMINATION OF NEW DIRECTORS

         The  Committee's  responsibilities  with respect to the  nomination of
directors include the identification of the appropriate competencies and skills
considered  to be necessary for the Board as a whole;  developing  and annually
updating  a  long-term  plan  for  the  Board's  composition  that  takes  into
consideration  the  independence,  age, skills and experience  required for the
effective  conduct of the  Corporation's  business;  identifying  nominees  for
election  or  re-election  to  the  Board  or  to  fill  any  vacancy  that  is
anticipated;  identifying and recommending to the Board individual directors to
serve as  members  or chairs  of Board  committees  and  reviewing  and  making
recommendations  regarding the  orientation  and education of new Board members
and their ongoing education. The Board appoints a Chairman of the Committee who
is either the Chairman of the Board or the Lead  Director.  The Chairman of the
Committee, in consultation with the Committee members,  determines the schedule
and frequency of Committee  meetings provided that the Committee meets at least
four times per year.

ETHICAL BUSINESS CONDUCT

         The Board has  adopted a  written  Code of Ethics  for the  directors,
officers  and  staff  employees  (the  "Code").  The Code is filed on SEDAR and
posted on the  Corporation's  website.  A copy of the Code can also be obtained
from the  Corporate  Secretary of the  Corporation  at Suite 3300 - 550 Burrard
Street, Vancouver, B.C. V6C 0B3.

         Compliance with the Code is monitored by an annual survey of directors
and staff employees.  Directors and employees are required to certify that they
have complied with the Code, and are either not aware of any  non-compliance or
that they have reported instances of apparent Code infractions to management or
the Chair of the Audit Committee.

         The Corporation maintains an anonymous Whistleblower Hotline under the
"Doing  What's  Right  Program"  to  encourage  employees  to report  unethical
conduct. Awareness of compliance and ethical issues was enhanced by a web-based
training program for all staff introduced in 2007.

         Directors and  executive  officers are required to disclose a material
interest in any  transaction  or agreement  that the Board is  considering.  To
ensure the exercise of independent  judgment,  directors or executive  officers
who have disclosed such an interest are prohibited  from  participating  in the
Board discussion or in voting on the transaction.

Presented by the Corporate Governance and Nominating Committee:

         W.S.R.  Seyffert (Chairman)
         J. H. Bennett
         H. J. Bolton
         J. G. Rennie C.
         M. T. Thompson


<PAGE>
                                     -14-


                         REPORT OF THE AUDIT COMMITTEE

         For more disclosure regarding the Corporation's Audit Committee please
refer to the section titled "Audit Committee  Information" in the Corporation's
Annual Information Form for 2008.

         The  purpose of the Audit  Committee  (the "Audit  Committee")  of the
Board of  Directors  is to  provide  an open  avenue of  communication  between
Management,  the external  auditor,  the internal auditors and the Board and to
assist the Board in its oversight of the:

     o   integrity,  adequacy and  timeliness  of the  Corporation's  financial
         reporting and disclosure practices;

     o   processes for identifying the principal  financial  reporting risks of
         the Corporation and the adequacy of the Corporation's internal control
         systems to ensure fair, complete and accurate financial reporting;

     o   Corporation's   compliance  with  legal  and  regulatory  requirements
         related to financial reporting;

     o   independence and performance of the Corporation's external auditor;

     o   audit  plans,   programs  and  results  of  audits  performed  by  the
         Corporation's internal audit department;

     o   Corporation's antifraud programs and controls; and

     o   the key financial  estimates  made by  Management  and reviewed by the
         external auditors.

The Audit Committee performs any other activities  consistent with its charter,
the  Corporation's  by-laws and governing laws as the Audit  Committee or Board
deems necessary or appropriate.

         The Audit  Committee  is made up of five  independent  members  of the
Board.  All of the members of the Audit Committee are  financially  literate to
enable them to discharge their  responsibilities  in accordance with applicable
laws and/or  requirements  of the stock  exchanges  on which the  Corporation's
securities trade. In addition,  the Board has determined that there is at least
one  Audit  Committee  member  who has the  attributes  of an  Audit  Committee
financial expert. Hugh Bolton,  Chair of the Corporation's Audit Committee,  is
an Audit  Committee  financial  expert as  defined by the U.S.  Securities  and
Exchange  Commission's  regulation  implementing  Sections  406  and 407 of the
Sarbanes-Oxley  Act of 2002 and is  independent  under the  applicable  listing
standards of the New York Stock Exchange.  The Board's  determination  does not
impose  greater  duties,  obligations  or liabilities on Mr. Bolton nor does it
affect the duties,  obligations  or  liabilities  of other members of the Audit
Committee  or the  Board.  In  carrying  out its  responsibilities,  the  Audit
Committee  meets  regularly  with the  Chief  Executive  Officer  and the Chief
Financial  Officer and without  Management  present with the external  auditor,
with the Corporation's internal auditor, and alone.

         THE FOLLOWING IS A BRIEF SUMMARY OF THE AUDIT  COMMITTEE'S  ACTIVITIES
IN 2008.

FINANCIAL REPORTING

The Audit Committee:

     o   reviewed  the annual and interim  financial  statements,  Management's
         Discussion and Analysis, news releases and other financial disclosures
         with  Management  and the  external  auditor  prior to approval by the
         Board and to  publication.  These  reviews  included a  discussion  of

<PAGE>
                                     -15-

         matters  required  or  recommended  to be  disclosed  under  generally
         accepted  accounting  principles and securities  regulations and laws.
         The  Deputy  Chairman  of the Audit  Committee  attended  a meeting of
         Management's   Disclosure  Committee  to  observe  and  assess  senior
         Management's  process for confirming full disclosure in financial news
         releases;

     o   obtained  assurances from Management and the external auditor that the
         Corporation   is  in  full   compliance   with  legal  and  regulatory
         requirements related to financial reporting;

     o   ensured that an adequate system is in place for employees to report on
         a confidential  and anonymous basis  accounting,  auditing,  financial
         reporting and disclosure practices they find questionable; and

     o   based on this  information,  the Audit  Committee  recommended  to the
         Board that the audited  financial  statements be approved and included
         in the Annual Report to shareholders.

WITH RESPECT TO THE EXTERNAL AUDITOR

The Audit Committee:

     o   reviewed with the external  auditor the overall scope, the audit plans
         and  results  and all  matters  pertaining  to  professional  auditing
         guidelines and standards in Canada and the United States;

     o   received  the  written   disclosures  from  the  external  auditor  as
         recommended by the Canadian Institute of Chartered Accountants;

     o   reviewed, with the external auditors, the independence of the external
         auditor  including a review of  non-audit  services and the receipt of
         auditor's written  assurance of its independent  relationship with the
         Corporation;

     o   required  prior  approval of all  services  provided  by the  external
         auditor;

     o   approved the fees payable to the external auditor; and

     o   reviewed the overall  performance  of the external  auditor and on the
         recommendation of the Audit Committee,  the Board is recommending that
         shareholders appoint  PricewaterhouseCoopers LLP as the Auditor of the
         Corporation for 2009.

WITH RESPECT TO THE INTERNAL AUDITOR

The Audit Committee:

     o   reviewed the independence of the internal auditors; and

     o   reviewed with the Director,  Compliance & Internal  Audit the mandate,
         qualifications,  resources and annual work plan of the Internal  Audit
         Department and the results of internal audits.


<PAGE>
                                     -16-


FINANCIAL CONTROLS PROGRAM

The Audit Committee:

     o   continued its oversight of the Financial  Controls  Program ("FCP") to
         ensure that the program  established in 2007 complies with Section 404
         of the U.S.  Sarbanes-Oxley  Act of 2002 related to internal  controls
         over financial  reporting and equivalent  Canadian rules is sustained.
         The  FCP  enabled  Management  to  certify  the  effectiveness  of the
         Corporation's internal controls structure and procedures for financial
         reporting,  in  accordance  with  the  relevant  rules.  The  external
         auditors have reported on and attested to Management's  certification.
         The  Audit  Committee   continues  to  monitor  the  FCP  and  oversee
         Management's  maintenance of the Corporation's  internal controls over
         financial reporting.

     o   initiated an oversight process to monitor the  Corporation's  programs
         and progress to convert  financial  reporting and disclosure  from the
         current Canadian and U.S.  Generally  Accepted  Accounting  Procedures
         (GAAP) to Internationally  Financial Reporting Standards (IFRS) by the
         beginning of 2011.

CHARTER AND KEY PRACTICES

The Audit Committee:

     o   annually  reviews its mandate and in November 2008 revised its mandate
         in light of recent  regulatory  initiatives  in the United  States and
         Canada.

     o   reviewed and approved  the fees of the  external  auditor.  A detailed
         breakdown  of fees is set  out on  page  11 of this  Management  Proxy
         Circular;

     o   in  pursuit of  continuous  improvement,  continued  the  process  for
         assessing its effectiveness.  As a result of discussions stimulated by
         a  survey  completed  by Audit  Committee  members,  senior  financial
         Management and the external and internal auditors in 2008, a number of
         improvements were made to the Audit Committee's activities; and

     o   ensured  that the full text of the Audit  Committee's  Charter and Key
         Practices is included in the  Corporation's  Annual  Information Form,
         which  is  filed on  SEDAR  (www.sedar.com)  and on the  Corporation's
         website.

Presented by the Audit Committee:

         H. J. Bolton, Chairman
         K. E. Steeves, Deputy Chairman
         J. H. Bennett J.
         G. Rennie
         C. M. T. Thompson


<PAGE>
                                     -17-

                      STATEMENT OF EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE

         The  Compensation  Committee  of the Board (the  "Committee")  has the
following responsibilities:

     -   reviewing and approving the corporate goals and objectives relevant to
         Chief  Executive  Officer ("CEO")  compensation,  evaluating the CEO's
         performance,  and making  recommendations to the Board with respect to
         the CEO's compensation level based upon this evaluation;
     -   making  recommendations  to the Board with respect to  compensation of
         executives and other senior managers,  and for fixing the compensation
         of Named Executive Officers ("NEOs") (as defined below), including the
         granting  of  stock   options  and  share  units  to  them  under  the
         Corporation's long term incentive plans;
     -   reviewing  executive  compensation  disclosure  before the Corporation
         publicly discloses this information; and
     -   reviewing  compensation  policies  and  proposals  with  reference  to
         industry  sectors and markets in which the  Corporation  competes  for
         executive and senior management talent.

         The  Committee  members are Janice  Rennie,  Chairperson,  Brian Aune,
Warren Seyffert and Chris Thompson, all of whom are independent directors.  The
Committee met six times during the year,  including  three in camera  sessions.
All meetings of the Committee are documented in the form of meeting minutes.

         In  establishing  policies  covering base salaries,  benefits,  annual
bonuses and long term incentive plans,  the Committee takes into  consideration
the recommendations of Management.  Mercer (Canada) Limited has been engaged by
Management  to provide  specific  support on  executive  and senior  management
compensation  as well as  director  compensation,  including  surveys of market
practices  and a  technical  analysis  of  this  information  relative  to  the
Corporation's  compensation  plans and  practices.  Additionally  in 2008,  the
Committee  retained the Hay Group to independently  advise the Committee on CEO
compensation.

COMPENSATION DISCUSSION AND ANALYSIS

OBJECTIVES OF EXECUTIVE COMPENSATION

         The Committee endeavors to ensure that the Corporation's  compensation
policies:

     -   attract and retain highly  qualified and  experienced  executives  and
         managers;
     -   recognize and reward contribution to the success of the Corporation as
         measured by the accomplishment of specific performance objectives;
     -   ensure that a significant  proportion of  compensation  is at risk and
         directly linked to the success of the Corporation; and
     -   provide for health care coverage,  disability and life insurance,  and
         pension and retirement benefits.

         As the Committee  assessed NEO  performance at year-end and determined
the  appropriate  compensation  for the senior  executive  group,  it took into
consideration  the objectives of executive  compensation  related to the annual
incentive  bonus and the long term incentive  plans.  In regards to recognizing
the accomplishment of specific  performance  objectives,  the Committee and the
Board had extensive  discussions with respect to the question of whether paying
the annual  incentive  bonus to the NEOs was  appropriate in the context of the
rapid decline of our share price in the fourth  quarter of 2008. We are acutely

<PAGE>
                                     -18-

aware that our shareholders,  employees and other stakeholders have experienced
significant  financial losses as a result of the global economic slowdown,  and
that the Corporation's  share price performance has been particularly  affected
by reason of the timing of the  Fording  acquisition  in relation to the sudden
deterioration of commodity prices and the closing of the credit markets. We are
also cognizant that the Corporation's  position is not unusual in the industry;
several of the  comparative  companies  are also burdened with excess debt from
acquisitions.

         In regards to a significant  proportion of compensation  being at risk
and  linked to the  Corporation's  success,  we have  structured  our long term
incentives to ensure that the directors,  executives and senior management have
"skin in the game" and that  compensation is closely  aligned with  shareholder
interests. As a result, the fact that many years of long term compensation were
wiped out in the crash of 2008, is consistent  with the objectives of executive
compensation.  Unfortunately, the elimination of this value has also eliminated
the retention effect of long term compensation with the Corporation now at risk
of losing key employees to competitors, especially to the gold sector.

         Our  annual  incentive  bonus  is  based  on  financial,   safety  and
environment,  functional and personal performance objectives. The Committee and
the Board felt that it was  important to respect the  objectives  of the annual
incentive plan while taking into account the extraordinary events of late 2008.
The company  component of the annual incentive plan which is based on return on
capital  employed  was  rated at 60% of  target  reflecting  overall  operating
performance of the Corporation.  The personal component of the plan is where we
dealt most directly with the  consequences of the Fording  transaction in light
of the global economic  slowdown.  The executives most directly involved in the
assessment  and  structuring  of the  transaction  had their  personal  bonuses
substantially reduced to reflect the outcome of the transaction in spite of the
immense  dedication  and  effort  that  they  put into  the  execution  of this
transaction.

STRUCTURE OF EXECUTIVE COMPENSATION

         The Corporation's executive compensation plan covers five areas:

     -   Base salary
     -   Annual incentive bonus
     -   Long term incentives
     -   Pensions, and
     -   Benefits.

         In setting NEO compensation, the Committee refers to comparator groups
comprised  of North  American  mining and metal  refining  companies as well as
other  resource-based  employers.  For the CEO  position,  major global  mining
companies are also included in the comparator group, to ensure the compensation
package provided to the CEO considers global compensation standards.

         These comparator  groups generally  represent the industry sectors and
markets in which Teck competes for executive talent.  The majority of companies
in both peer groups are of a comparable  size to Teck.  Exceptions were made to
include specific organizations with whom Teck competes for executive talent.


<PAGE>


         The comparator group for the NEOs other than the CEO included:

Agrium Inc.               Alcan Inc.                  Alcoa Inc.
Barrick Gold Corp.        Cameco Corp.                Canadian Natural Resources
Canfor Corp.              Finning International Inc.  Freeport-McMoran
Goldcorp Inc.             Husky Energy Inc.           Ipsco Inc.
Newmont Mining Group      Nexen Inc.                  Petro-Canada
Potash Corp Sask Inc.     Suncor Energy Inc.          Talisman Energy Inc.
West Fraser Timber Co.

         The CEO comparator group included:

Alcan Inc.                Anglo American PLC          Asarco Inc.
Barrick Gold Corp.        BHP Billiton PLC            Canfor Corp.
Cia Vale do Rio Doce      Falconbridge Ltd.           Finning International
Freeport-McMoran          Goldcorp Inc.               Inco Ltd.
Kinross Gold Corp.        Newcrest Mining             Newmont Mining Group
Petro-Canada              Phelps Dodge Corp.          Rio Tinto PLC
Syncrude Canada           West Fraser Timber          Xstrata PLC
Zinifex Ltd.

         Total direct compensation which includes base salary, annual bonus and
long term incentives  targets the median  compensation  level of the comparator
group,  with higher levels of  compensation  provided to executives  and senior
managers whom the Corporation  considers to have consistently achieved superior
levels of performance.

BASE SALARY

         Base  salary  is  determined  through  analysis  of  salaries  paid by
companies  in the  comparator  groups,  as well as  individual  performance  as
determined by the degree of achievement of business and operating  goals.  Base
salaries  are  normally  reviewed  at the  beginning  of  each  year.  The  CEO
recommends  base salary  adjustments  to the  Committee for the NEOs other than
himself. The Committee determines the base salary adjustment for the CEO taking
into consideration advice it has received from its compensation  advisor.  Base
salary  adjustments  made as of January 1, 2008 reflect salary increases in the
comparator  group as well as  individual  performance  and ranged  from 2.9% to
5.6%. As a result of business  conditions in late 2008, the Corporation decided
to  freeze  base  salaries  of the NEOs,  senior  management,  and other  staff
employees,  and as a result the salary  review  which  normally  takes place on
January 1 was  deferred.  The base salary  increases for NEOs that were decided
last year in February 2008 are set out below:

<TABLE>
<CAPTION>
========================= ======================== ================ ===================== ===========
 NAMED EXECUTIVE                   TITLE             BASE SALARY      BASE SALARY AT         PERCENT
       OFFICER                                         INCREASE       JANUARY 1, 2008        INCREASE
------------------------- ------------------------ ---------------- --------------------- -----------
<S>                       <C>                      <C>              <C>                   <C>
Donald R. Lindsay         President and CEO                $44,000            $1,144,000      4.0%
------------------------- ------------------------ ---------------- --------------------- -----------
Peter G. Kukielski (1)    EVP and Chief Operating          $25,000              $850,000      3.0%
                          Officer
------------------------- ------------------------ ---------------- --------------------- -----------
Ronald A. Millos          SVP, Finance and CFO             $15,000              $440,000      3.5%
------------------------- ------------------------ ---------------- --------------------- -----------
Ronald J. Vance           SVP, Corporate                   $15,000              $540,000      2.9%
                          Development
------------------------- ------------------------ ---------------- --------------------- -----------
Peter C. Rozee            SVP, Commercial Affairs          $20,000              $495,000      4.2%
------------------------- ------------------------ ---------------- --------------------- -----------
Douglas H. Horswill       SVP, Sustainability and          $25,000              $475,000      5.6%
                          External Affairs
========================= ======================== ================ ===================== ===========
Notes:
(1)  P. G. Kukielski, Executive Vice President and Chief Operating Officer left the company in
     late 2008.
</TABLE>

<PAGE>
                                     -20-

ANNUAL INCENTIVE BONUS

         An  annual  incentive  bonus  plan (the  "Bonus  Plan") is in place to
provide a  variable  component  of total  cash  compensation  that is  directly
related to the financial  performance of the Corporation and its business units
as well as the achievement of safety and environment  objectives and individual
performance objectives.

         Financial  performance  is  measured  in terms of  Return  on  Capital
Employed  (ROCE).  Corporate  and  business  unit ROCE targets are based on the
Corporation's  annual financial plan and are adjusted at the end of the year to
reflect  actual  zinc,  copper,  coal  and gold  prices.  ROCE is used to focus
Management attention on the returns being generated by assets in their areas of
responsibility and to encourage  investment of capital in new assets which will
enhance ROCE performance.  Price adjusting target ROCE provides for recognition
of excellent operating performance during periods of low commodity prices while
avoiding  windfall payouts during periods of high metal prices.  The Bonus Plan
also  reinforces  the  Corporation's  corporate  values of  ensuring a safe and
healthy workplace and protecting the environment.

         The Bonus  Plan has three  components:  company,  business  unit,  and
personal  performance.  Weightings  for  these  components  vary  by  position,
reflecting  the impact each  position has on  company-wide  and  business  unit
performance.  Weightings  and  performance  measures for each  component of the
Bonus Plan for the NEOs are set out below.

<TABLE>
<CAPTION>
==============================================================================================================
                TARGET           COMPANY                     BUSINESS UNIT                    PERSONAL
                BONUS
              ========== =========================== ================================ ========================
              (% OF       WEIGHT      PERFORMANCE     WEIGHT    PERFORMANCE MEASURE    WEIGHT      PERFORMANCE
               SALARY)                  MEASURE                                                      MEASURE
------------------------ ---------- ---------------- ---------- --------------------- ---------- -------------
<S>              <C>     <C>        <C>              <C>         <C>                  <C>        <C>
CEO              75%     50%        ROCE             20%         Safety and           30%        Personal
                                                                 Environment                     performance
                                                                                                 objectives
------------------------ ---------- ---------------- ---------- --------------------- ---------- -------------
Other Named      50%     40%        ROCE             30%         VARIOUS:             30%        Personal
Executive                                                        --------                        performance
Officers                                                        o  Business                      objectives
                                                                   Unit ROCE
                                                                o  Safety and
                                                                   Environment
                                                                o  Functional
                                                                   objectives
==============================================================================================================
</TABLE>

         Target  bonuses are  expressed as a percentage  of base salary and are
payable when company ROCE,  business  unit ROCE,  safety and  environment,  and
personal performance objectives are met. Payouts under the Bonus Plan can range
from 0% to  200%  of  target  depending  on the  actual  level  of  performance
achieved. Based on results, the CEO recommends to the Committee ratings for the
company and business  unit  components  of the Bonus Plan, as well as the bonus
payment for each NEO other than  himself.  The Committee  determines  the bonus
payment for the CEO based on company ROCE, safety and environment  performance,
and the results the CEO has  achieved on the  personal  performance  objectives
which were set at the beginning of the year.

         In  2008,  the  Corporation  achieved  a  price  adjusted  ROCE of 11%
compared to a target of 14%.  Based on these results and the  circumstances  in
which the results were achieved, the CEO assigned a performance rating for this
element of the bonus plan of 60%, the lowest  rating since this plan was formed
in 2001. The performance rating took into consideration  below plan performance
in some areas as well as how results were rated in previous years.  Target ROCE

<PAGE>
                                     -21-

was not achieved due to higher  operating  costs and lower  throughput  at some
operations including Antamina, Red Dog, and in Coal.

         Price adjusted ROCE excluded the effect of significant  write downs of
some  assets  and  goodwill  which  were  recorded  at  year-end  as these were
considered to be market  related  adjustments  much like the swing in commodity
prices which are neutralized in the Bonus Plan results.

         Key  achievements  for 2008 which impacted the bonus  calculations for
the CEO and other NEOs included a significant improvement in safety,  achieving
a total recordable  incident  frequency of 1.56 compared to a target of 3.1 and
severity of 12.8  compared  to a target of 21.0,  acquisition  of the  Relincho
property,  realized margin  improvements  totalling $176 million  compared to a
target of $115  million  under the  performance  improvement  program  launched
throughout the  Corporation  during the year, and  significantly  advancing key
growth projects  towards  production  including the Quebrada  Blanca  hypogene,
Equinox and Frontier projects.

         The Fording  transaction  was a key growth project for the Corporation
and  was  very  well  received  by the  market  when  announced  in  July.  The
Corporation's  share price  outperformed  the major  competitors for many weeks
after the  transaction  was  announced.  However,  as a result of the  dramatic
decline in global  economic  conditions  during the latter half of the year and
the adverse impact on all commodity prices,  the Corporation has been left with
a heavy  debt  load and a  weakened  balance  sheet.  While  many  other  large
diversified  mining  companies are either in the same situation or almost were,
given  the  importance  of  the  balance  sheet  strength  objective,  the  CEO
recommended  significantly  lower personal  performance ratings for Mr. Millos,
Mr. Vance, Mr. Rozee and Mr. Horswill than otherwise would have been calculated
based on the  achievement  of other key personal  objectives.  As well, the CEO
recommended a 0% rating for the personal component of his own bonus.

         The personal  objectives  of the NEOs in the final quarter of the year
were refocused on dealing with the commodity  price meltdown and the resolution
of the  liquidity  crisis  facing  the  company  and  they  have  been  working
tirelessly on a  restructuring  plan to refinance or reschedule the debt and to
optimize  cash flows and asset sales in order to reduce debt.  That will remain
the main focus of the executive team until the crisis has passed.

         Details of other performance  achievements,  ratings and bonus amounts
are set out below.

<TABLE>
<CAPTION>
==================== =============== ================== ================================ ==================================
                         ACTUAL
                          BONUS           COMPANY                BUSINESS UNIT                       PERSONAL
                      (% OF TARGET)     PERFORMANCE               PERFORMANCE                       PERFORMANCE
==================== =============== ================== ================================ ==================================
<S>                  <C>             <C>                 <C>                              <C>
D. R Lindsay            $500,000     Corporate ROCE      Company wide safety and          Mr. Lindsay's personal
                        (58.3%)      rating of 60%.      environment performance          objectives for 2008 covered:
President and CEO                                        equally weighted. Safety as      launching a performance
                                                         measured by Total Recordable     improvement program throughout
                                                         Incidents was 1.56 compared      the Corporation, maintaining a
                                                         to a target of 3.1, and          strong balance sheet while
                                                         Severity was 12.8 compared to    funding significant growth
                                                         a target of 21.0 resulting in    projects, advancing growth
                                                         a rating of 167.4%. Overall      projects towards production,
                                                         environmental performance was    and improving corporate
                                                         rated at 110.4%.                 knowledge of key exploration
                                                                                          opportunities. While Mr.
                                                                                          Lindsay accomplished a number
                                                                                          of significant objectives,
                                                                                          due to the balance sheet
                                                                                          impact of the Fording
                                                                                          transaction he recommended
                                                                                          that his rating be set at 0%.
-------------------- --------------- ------------------ -------------------------------- ----------------------------------
</TABLE>

<PAGE>
                                        -22-

<TABLE>
<CAPTION>
==================== =============== ================== ================================ ==================================
                         ACTUAL
                          BONUS           COMPANY                BUSINESS UNIT                       PERSONAL
                      (% OF TARGET)     PERFORMANCE               PERFORMANCE                       PERFORMANCE
==================== =============== ================== ================================ ==================================
<S>                  <C>             <C>                 <C>                             <C>
R. A. Millos            $170,000     Corporate ROCE      Weighted average Business       Mr. Millos' personal objectives
                        (77.2%)      rating of 60%.      Unit ROCE rating of 107.0%.     for 2008 covered:  analytical
SVP, Finance and                                         While some of the operations    support to acquisitions as well
CFO                                                      had higher costs and lower      as financing these transactions,
                                                         production than plan,           SOX compliance and restructuring
                                                         Management's action to          of internal and external
                                                         address these challenges        regulatory reporting
                                                         resulted in ratings close to    requirements consistent with the
                                                         100%. Trail and the Coal        new commodity focused
                                                         mines performed well during     organization.
                                                         the year resulting in ratings
                                                         higher than 100% for these
                                                         operations.

==================== =============== ================== ================================ ==================================
R. J. Vance             $195,000     Corporate ROCE      Mr. Vance's business unit       Mr. Vance's personal objectives
                        (72.2%)      rating of 60%.      rating takes into               for 2008 covered:  analysis of
SVP, Corporate                                           consideration the achievement   potential targets, complete
Development                                              of specific objectives for      significant acquisitions,
                                                         the  Business Development       corporate development group
                                                         and  Technology functions       restructuring and development,
                                                         which report to him.  On this   and investor relations.
                                                         basis, Mr. Vance's overall
                                                         business unit rating was
                                                         119.2%.

-------------------- --------------- ------------------ -------------------------------- ----------------------------------
P. C. Rozee             $195,000     Corporate ROCE      Mr. Rozee's business unit       Mr. Rozee's personal objectives
                        (78.8%)      rating of 60%.      rating of 107.0% was            for 2008 covered:  due
SVP, Commercial                                          determined in the same manner   diligence, analysis, design and
Affairs                                                  as the business unit rating     financing of acquisitions, legal
                                                         for Mr. Millos.                 oversight related to all major
                                                                                         transactions, and disclosure
                                                                                         document preparation and review.

-------------------- --------------- ------------------ -------------------------------- ----------------------------------
D. H. Horswill,         $195,000     Corporate ROCE      Mr. Horswill's business unit    Mr. Horswill's personal
                        (82.1%)      rating of 60%.      rating is equally  weighted     objectives  for 2008 covered:
SVP,                                                     between company wide Safety     safety and environmental
Sustainability &                                         and Environment performance,    performance, community,
External Affairs                                         and weighted average Business   government and other key
                                                         Unit ROCE. His overall          stakeholder relations, and
                                                         business unit rating was        external communications and
                                                         122.9%.                         government relations.

==================== =============== ================== ================================ ==================================
</TABLE>
Note:
(1)  P. G. Kukielski, Executive Vice President and Chief Operating Officer left
     the company before year-end and as a result forfeited his bonus for 2008.

LONG TERM INCENTIVES

         The  Corporation's  long term  incentives  are  designed to foster and
promote the long-term financial success of the Corporation by strengthening the
ability of the  Corporation to attract and retain highly  competent  employees,
motivate performance through incentive compensation,  promote greater alignment
of  interests  between   employees  and  shareholders  in  creating   long-term
shareholder  value, and enable employees to participate in the long-term growth
and financial success of the Corporation. Long term incentives are comprised of
stock options and share units, with  approximately the same value of each being
provided.  The Black-Scholes  method is used to value stock options.  The share

<PAGE>
                                      -23-

price on the date of grant is used to value share units.  Stock options provide
employees   with  the   opportunity   to  participate  in  the  growth  of  the
Corporation's  share price as well as benefit from the favourable tax treatment
applicable to this form of  compensation.  Share units also allow  employees to
participate  in the growth in share price while at the same time  providing the
Corporation  with the  benefit of a tax  deductible  form of  compensation  and
avoiding the potential  effect of share dilution  associated  with stock option
grants.

         The CEO recommends to the Committee grants of options and units to the
NEOs  other  than  himself  as  well as  other  executive,  senior  management,
operations,  commercial and technical function  employees.  In order to attract
and retain  talent,  grants are designed  along with base salary and the annual
incentive bonus to achieve Corporation's target pay positioning relative to the
comparator groups.

         Should  amendments  be  required  to either the stock  option or share
units plans, these changes are recommended by Management to the Committee. When
granting  stock options and share units,  the Committee  assesses the status of
the stock option reserve and potential  dilution  resulting from a stock option
grant, and share run rates relative to the comparator group of companies.

         To align with shareholder interests,  the CEO is currently required to
hold five times his annual base salary in shares or share  units.  On April 22,
2008, the date when the ownership requirement was determined,  this amounted to
a value of $5,720,000 or 120,421 shares.  At the date of this Management  Proxy
Circular,  Mr.  Lindsay  held 502,056  Class B  subordinate  voting  shares and
526,344 share units.

PENSIONS

         Prior to the merger of Teck and  Cominco  (effective  July 20,  2001),
executives  hired by Teck became  members of the Pension Plan for Executive and
Qualified  Senior  Salaried  Employees  and  a  supplemental   defined  benefit
arrangement. Prior to the merger, executives hired by Cominco became members of
the defined  contribution  provision of the Teck Cominco Metals Ltd. Retirement
Income Plan for Non Union  Employees and a  supplemental  defined  contribution
arrangement.  Upon the merger of Teck and Cominco,  all new  executives  became
members  of the  Pension  Plan for  Executive  and  Qualified  Senior  Salaried
Employees and a supplemental defined benefit arrangement.  During 2005, as part
of a transition  from defined  benefit  pension  plans to defined  contribution
pension plans,  new executives  joining the  Corporation  became members of the
Teck Cominco Metals Ltd. Retirement Income Plan for Non Union Employees as well
as a supplemental defined contribution arrangement.

BENEFITS

         The Corporation's executive benefit plan includes:  medical,  extended
health, dental, disability and life insurance coverage.  Perquisites consist of
a  car  benefit,  club  memberships,  and  an  annual  health  assessment.  The
Corporation provides retired executives with post retirement benefits including
life insurance for up to 5 years after retirement, medical, extended health and
dental  coverage.  These benefits and  perquisites are comparable to what other
Canadian-based  mining and metal refining,  and other resource sector companies
provide executive level employees.

TERMINATION AND CHANGE OF CONTROL BENEFITS

         The Corporation  has entered into employment  agreements with each NEO
to provide a consistent  and  comprehensive  framework of employment  terms for
each  executive.  These  agreements  set out terms and  conditions in the event
there is a change in control,  or in other  circumstances  where the  executive
loses his job through no fault of his own.


<PAGE>
                                     -24-

SUMMARY COMPENSATION TABLE - NEOS

         The following table sets out total compensation for the financial year
ending  December 31, 2008 for the President and Chief  Executive  Officer,  the
Senior Vice President  Finance and Chief Financial  Officer and the three other
most highly  compensated  executive  officers of the Corporation and any of its
subsidiaries (collectively called the "Named Executive Officers" or "NEOs"), as
well as an  additional  executive  who left the  Corporation  before  year end.
Please note that these share-based  awards and option-based  awards were valued
and granted one year ago in February  2008,  some eight months before the major
market downturn. Their value today has decreased substantially.

<TABLE>
<CAPTION>
=================== ======== ============ ============= ============== ============== =========== ================ ==============
     NAME AND                                                             ANNUAL       PENSION       ALL OTHER         TOTAL
     PRINCIPAL                            SHARE-BASED   OPTION-BASED     INCENTIVE      VALUE      COMPENSATION     COMPENSATION
     POSITION        YEAR    SALARY ($)    AWARDS ($)    AWARDS ($)      PLANS ($)       ($)            ($)              ($)
                                              (1)            (2)            (3)        (4)(5)        (6)(7)(8)
=================== ======== ============ ============= ============== ============== =========== ================ ==============
<S>                 <C>      <C>          <C>           <C>            <C>            <C>         <C>              <C>
D.R. Lindsay
President and CEO    2008     1,144,000    2,216,004      2,282,784       500,000      336,000         40,000         6,518,788
------------------- -------- ------------ ------------- -------------- -------------- ----------- ---------------- --------------
P.G. Kukielski
Executive VP and     2008      811,327                    1,141,392                     61,750         68,391         2,082,860
COO
------------------- -------- ------------ ------------- -------------- -------------- ----------- ---------------- --------------
R.A. Millos
SVP Finance and      2008      440,000      539,578        570,696        170,000       57,200          4,215         1,781,689
CFO
------------------- -------- ------------ ------------- -------------- -------------- ----------- ---------------- --------------
R.J. Vance
SVP Corporate        2008      540,000      711,997        760,928        195,000       70,200                        2,278,125
Development
------------------- -------- ------------ ------------- -------------- -------------- ----------- ---------------- --------------
P.C. Rozee
SVP Commercial       2008      495,000      734,104        760,928        195,000      108,000                        2,293,032
Affairs
------------------- -------- ------------ ------------- -------------- -------------- ----------- ---------------- --------------
D.H. Horswill
SVP                  2008      475,000      559,775        507,696        195,000       61,700         18,199         1,880,370
Sustainability
and External
Affairs
=================== ======== ============ ============= ============== ============== =========== ================ ==============
</TABLE>
Notes:
(1)  Share  units in the form of DSUs or RSUs are  granted  on an annual  basis
     under  the  Corporation's  share  unit  plans.  Dividend  equivalents  are
     credited to a  participant's  share unit account in the form of additional
     DSUs or RSUs as of each  payment  date in respect of which cash  dividends
     are paid on the Class B subordinate  voting shares.  The units vest on the
     third  anniversary of the end of the calendar year  immediately  preceding
     the grant.  Dollar figures are based on $33.97 which was the closing price
     of the  Class B  subordinate  voting  shares on the day prior to the grant
     date. (See section on Long Term Incentives - Share Unit Plans on page 28.)

(2)  The options  granted in the 2008 financial  year were granted  pursuant to
     the Stock Option Plan. (See section on Long Term Incentives - Stock Option
     Plan on page 27). For  compensation  purposes,  the  Black-Scholes  option
     valuation  model has been used to determine  the fair value on the date of
     grant. The Black-Scholes option valuation is determined using the expected
     life of the stock option,  expected volatility of the Corporation's common
     share price,  expected  dividend yield,  and risk-free  interest rate. The
     assumption used in the grant date fair value model is based on an expected
     life of 5.5 years, which is half the sum of the actual term of eight years
     and  an  assumed  vesting  period  of  three  years,  which  is  generally
     consistent  with the US Securities  and Exchange  Commission  ("SEC") safe
     harbor  definition of expected  life.  The  Black-Scholes  grant date fair
     value for awards  granted  on  February  14,  2008 was 26.4% of the option
     exercise  price.  The grant date fair value of stock  option  awards  will
     differ   slightly  from  the  accounting   fair  value  disclosed  in  the
     Corporation's  financial  statements.  Section 3870 of the Handbook of the
     Canadian Institute of Chartered Accountants (CICA) requires recognition in
     the  Corporation's  financial  statements  of an expense for option awards
     using the fair value method of accounting. Under this method, the fair

<PAGE>
                                     -25-

     value of an award  at the  grant  date is  amortized  over the  applicable
     vesting period and recognized as a compensation  expense. To calculate the
     accounting fair value,  the  Black-Scholes  option valuation model is also
     used.  However,   the  assumptions  in  the  accounting  model,  which  is
     consistent  with the CICA's  section  3870 rules,  is based on an expected
     term of eight years, the Corporation's historical option exercise pattern.
     The accounting  fair value for grants made under the  Corporation's  Stock
     Option  Plan  during  the year  ended  December  31,  2008 was  based on a
     Black-Scholes value of 28% of the option exercise price.

(3)  The  annual  incentive  figures  are the 2008  bonus  which is paid out in
     March,  2009. The bonus consists of three  components:  Company,  Business
     Unit and Personal.  P. G.  Kukielski,  Executive  Vice President and Chief
     Operating  Officer  left  the  company  before  yearend  and  as a  result
     forfeited his bonus for 2008. See Annual  Incentive  Bonus section on page
     20 for details.

(4)  See Pension section on page 29 for details.

(5)  P.G. Kukielski,  Executive Vice President and Chief Operating Officer left
     the  Corporation  before  year-end.  The  value  of the  pension  for  Mr.
     Kukielski  includes  Company  contributions  to the DC  Pension  Plan  and
     notional Company  contributions  to the DC  Supplementary  Plan account in
     2008. Mr. Kukielski was 48.44% vested in his DC Supplementary  Plan at the
     time he left the Corporation.

(6)  All other  compensation  for D.R.  Lindsay is based on his director's fees
     and retainer for 2008 in connection with his membership on the Teck Board.

(7)  All other  compensation for R.A. Millos,  P.G. Kukielski and D.H. Horswill
     is for vacation time that was paid out in 2008.

(8)  Perquisites  have not been  included,  as they do not reach the prescribed
     threshold  of the  lesser  of  $50,000  and 10% of  total  salary  for the
     financial year 2008.

INCENTIVE PLAN AWARDS

Outstanding Share-Based Awards and Option-Based Awards

         The  following  table  shows  all  awards  outstanding  to each  Named
Executive Officer for the fiscal year ending December 31, 2008.

<TABLE>
<CAPTION>
===================================================================================== =================================
                                OPTION-BASED AWARDS                                          SHARE-BASED AWARDS
------------------- --------------- ---------------- --------------- ---------------- ----------------- ---------------
                                                                                                          Market or
                      Number of                                         Value of                         Payout Value
       Name           Securities        Option                         Unexercised     No. of Shares       of Share
                      Underlying    Exercise Price   Option Expiry    In-The-Money     or Units that     Awards that
                     Unexercised                          Date         Options (1)    have not vested      have not
                       Options            ($)                              ($)              (#)           vested (2)
                         (#)                                                                                 ($)
------------------- --------------- ---------------- --------------- ---------------- ----------------- ---------------
<S>                    <C>               <C>         <C>             <C>              <C>               <C>
D. R. Lindsay          150,000           22.64       Mar. 14, 2011          0
                       100,000           33.20        Feb 15, 2014          0           47,948 RSUs        288,647
CEO                    120,000           43.74       Feb. 16, 2015          0           47,948 DSUs        288,647
                       240,000           33.97       Feb. 14, 2016          0
------------------- --------------- ---------------- --------------- ---------------- ----------------- ---------------
R. A. Millos            36,000           6.00        Feb. 20, 2009         720
                        43,200           5.75        Feb. 14, 2010       11,664         14,482 RSUs         87,182
SVP, Finance and        30,000           33.20       Feb. 15, 2014          0           13,117 DSUs         78,964
CFO                     30,000           43.74       Feb. 16, 2015          0
                        60,000           33.97       Feb. 14, 2016          0
------------------- --------------- ---------------- --------------- ---------------- ----------------- ---------------
R. J. Vance
                        33,300           33.20       Feb. 15, 2014          0
SVP, Corporate          40,000           43.74       Feb. 16, 2015          0           34,728 RSUs        209,063
Development             80,000           33.97       Feb. 14, 2016          0

------------------- --------------- ---------------- --------------- ---------------- ----------------- ---------------
</TABLE>

<PAGE>
                                     -26-

<TABLE>
<CAPTION>
===================================================================================== =================================
                                OPTION-BASED AWARDS                                          SHARE-BASED AWARDS
------------------- --------------- ---------------- --------------- ---------------- ----------------- ---------------
                                                                                                          Market or
                      Number of                                         Value of                         Payout Value
       Name           Securities        Option                         Unexercised     No. of Shares       of Share
                      Underlying    Exercise Price   Option Expiry    In-The-Money     or Units that     Awards that
                     Unexercised                          Date         Options (1)    have not vested      have not
                       Options            ($)                              ($)              (#)           vested (2)
                         (#)                                                                                 ($)
------------------- --------------- ---------------- --------------- ---------------- ----------------- ---------------
<S>                    <C>               <C>         <C>             <C>              <C>               <C>
P. C. Rozee             36,000           6.00        Feb. 20, 2009         720
                        30,000          12.545       Feb. 20, 2010          0           19,386 RSUs        116,704
SVP, Commercial         20,000           22.64       Mar. 14, 2011          0           15,341 DSUs         92,353
Affairs                 30,000           33.20       Feb. 15, 2014          0
                        40,000           43.74       Feb. 16, 2015          0
                        80,000           33.97       Feb. 14, 2016          0

------------------- --------------- ---------------- --------------- ---------------- ----------------- ---------------
D. H. Horswill
                        5,000           12.545       Feb. 20, 2010          0           27,601 DSUs        166,158
SVP,                    20,000           22.64       Mar. 14, 2011          0
Sustainability &        30,000           33.20       Feb. 15, 2014          0
External Affairs        30,000           43.74       Feb. 16, 2015          0
                        60,000           33.97       Feb. 14, 2016          0

------------------- --------------- ---------------- --------------- ---------------- ----------------- ---------------
</TABLE>
Notes:

(1)  Maximum  value  at  December  31,  2008   calculated  by  determining  the
     difference  between the closing  price of the Class B  subordinate  voting
     shares  underlying the options on the TSX at December 31, 2008 ($6.02) and
     the exercise price of the options.

(2)  Market or Payout Value calculated by multiplying the number of share units
     (RSUs and/or  DSUs) held at December 31, 2008 by the closing  price of the
     Class B subordinate voting shares on the TSX at December 31, 2008 ($6.02).

INCENTIVE PLAN AWARDS - VALUE VESTED OR EARNED DURING THE YEAR

         The following  table shows the  incentive  plan awards value vested or
earned for each NEO for the fiscal year ending December 31, 2008.

<TABLE>
<CAPTION>
    ================================= ================================ =================================
                     NAME                      OPTION-BASED             SHARE-BASED (DSU/RSU) AWARDS -
                                              AWARDS - VALUE                        VALUE
                                        VESTED DURING THE YEAR (1)          VESTED DURING THE YEAR
                                                    ($)                              ($)
    ================================= ================================ =================================
    <S>                               <C>                              <C>
    D.R. Lindsay
    President and CEO                             997,667                  97,340 (2) / 97,340 (3)
    --------------------------------- -------------------------------- ---------------------------------
    R.A. Millos
    SVP Finance and CFO                             800                          57,254 (2) / 0 (3)
    --------------------------------- -------------------------------- ---------------------------------
    R.J. Vance
    SVP Corporate Development                       888                    46,096 (2) / 95,635 (3)
    --------------------------------- -------------------------------- ---------------------------------
    P.C. Rozee
    SVP Commercial Affairs                        133,453                        57,254 (2) / 0 (3)
    --------------------------------- -------------------------------- ---------------------------------
    D.H. Horswill
    SVP Sustainability and External               133,453                        57,254 (2) / 0 (3)
    Affairs
    ================================= ================================ =================================
</TABLE>

<PAGE>
                                     -27-

Notes:

(1)  The amount  represents  the  aggregate  dollar  value that would have been
     realized if the options had been  exercised on the vesting date,  based on
     the difference between the closing price of the Class B subordinate voting
     shares on the TSX and the exercise price on such vesting date.

(2)  Deferred  Share Units vested but are not  redeemable  until the  recipient
     retires, resigns or their employment is otherwise terminated.

(3)  The amount  represents  the aggregate  dollar value that has been realized
     upon vesting of the share units as of December 19, 2008, using the closing
     price of the Class B subordinate  voting shares on the TSX on December 18,
     2008 ($5.38).

STOCK OPTION PLANS

         The   Corporation   maintains  two  stock  option  plans  (defined  as
compensation  plans  under which Class B  subordinate  voting  shares have been
authorized for issuance):  the 2001 Stock Option Plan and the 1995 Stock Option
Plan. In addition,  options (the "Merger  Options") were issued in exchange for
options of Teck Cominco Metals Ltd.  (formerly Cominco Ltd.) in connection with
the 2001  merger  of the  Corporation  and  Cominco  Ltd.  Since May 1, 2001 no
further options have been or may be issued under the 1995 Stock Option Plan.

         The 2001 Stock Option Plan (the "Plan")  continues to be  instrumental
in providing a market-competitive total compensation package for attracting and
retaining  executives and key employees and linking  long-term  compensation to
the  performance  of the  Class  B  subordinate  voting  shares.  The  eligible
participants  are full time employees of the  Corporation  and its  affiliates,
including the NEOs, and  consultants to the  Corporation.  Option grants have a
term  of  eight  years  and  vest  on the  basis  of  one  third  on the  first
anniversary,  one-third on the second  anniversary  and  one-third on the third
anniversary of the grant.  The exercise price of an option is the closing price
for the Class B subordinate voting shares on the Toronto Stock Exchange ("TSX")
on the trading day preceding the date of grant of the option.

         As of December  31, 2008,  there were  4,531,612  options  outstanding
representing  0.95% of the  outstanding  Class B subordinate  voting shares and
5,727,569 options remaining available for issuance under the Plan, representing
1.2% of the  outstanding  Class B subordinate  voting shares.  The  outstanding
options and options  available  for  issuance  together  represent  2.2% of the
outstanding Class B subordinate voting shares. See also "Securities  Authorized
for Issuance Under Equity Compensation Plans" page 35.

         As  of  March  2,  2009,  there  were  6,639,280  options  outstanding
representing  1.4% of the  outstanding  Class B  subordinate  voting shares and
3,619,901 options remaining available for issuance under the Plan, representing
0.8% of the  outstanding  Class B subordinate  voting shares.  The  outstanding
options and options  available  for  issuance  together  represent  2.2% of the
outstanding  Class B  subordinate  voting  shares.  Options are not  assignable
except  to  the  personal  registered   retirement  savings  plan  or  personal
registered retirement income fund of an optionee.

         The Plan provides  that (i) the number of Class B  subordinate  voting
shares issuable to insiders of the  Corporation  collectively at any time under
all equity  compensation  arrangements of the Corporation may not exceed 10% of
the issued and outstanding common shares of the Corporation; (ii) the number of
Class B subordinate  voting shares issued to insiders of the Corporation  under
all equity compensation  arrangements of the Corporation in any 12 month period
may  not  exceed  10%  of the  issued  and  outstanding  common  shares  of the
Corporation;  (iii) the number of Class B subordinate voting shares issuable to
any one person at any time under all equity  compensation  arrangements  of the
Corporation  may not exceed 5% of the issued and  outstanding  common shares of
the Corporation.


<PAGE>
                                     -28-

         In lieu of exercising an option, an optionee may exercise the right to
realize  the  appreciation  in value of the  option  (the  "Share  Appreciation
Right").  The Share  Appreciation Right per option is the "market value" of the
Class B subordinate  voting share less the option exercise  price.  The "market
value" is the weighted  average price of the Class B  subordinate  voting share
for the five  business days  preceding  the date of receipt by the  Corporation
from the optionee of a notice of exercise of the Share Appreciation Right.

         In the case of the death of an  employee  participant  under the Plan,
the legal  representative  of the  participant  may exercise the  participant's
options  that have  vested as of the date of death or that  vest  within  three
years of the date of  death in whole at any time or in part  from  time to time
until the earlier of (i) the third  anniversary of the date of death;  and (ii)
the date that is the later of the  first  anniversary  of the date of death and
the date of expiry of such option.

         In the case of the death of a director participant under the Plan, the
legal representative of the participant may exercise the participant's  options
that have  vested as of the date of death or that vest  within  one year of the
date of death in whole at any time or in part from time to time  until one year
after the date of death, notwithstanding the date of expiry of such option.

         In the case of  termination  of the  employment of an optionee,  other
than by death or dismissal for cause, after the optionee has reached the normal
retirement age under the Corporation's  policies,  all options vest on the date
of retirement and may be exercised  until the earlier of the third  anniversary
of the date of  retirement  or the expiry  date of the  option.  If an optionee
retires before the normal retirement age at the request or with the concurrence
of the  Corporation,  options  that have  vested  prior to the  retirement  are
exercisable  until a date not later than the expiry date,  as determined by the
President of the Corporation and further subject to the President's  discretion
to treat the optionee as if he or she had reached the normal retirement age. If
an employee  resigns in circumstances  other than as described  above,  options
held by the employee that have vested prior to the date of  resignation  may be
exercised  until the  earlier of 90 days after the date of  resignation  or the
expiry date of the option.  If an employee  is  terminated  by the  Corporation
otherwise than for cause or as described  above,  than options that have vested
prior to the termination  are  exercisable  until the earlier of one year after
the date of termination of employment or the expiry date of the option.

         In the case of the  termination  of the  appointment  or engagement of
directors and  consultants  who are not full-time  employees,  the options that
vested prior to the  termination  of membership on the Board or  termination of
the consulting  agreement are exerciseable  until the earlier of one year after
the termination or the expiry date of the option.

         The Board has the power to make  amendments  to the Plan  without  the
approval of shareholders of the Corporation  other than amendments  relating to
the  following,  which require  shareholder  approval:  (i) the  limitations on
grants of options to insiders and the number of shares that may be reserved for
issuance to insiders;  (ii) the maximum number of shares  reserved for issuance
upon exercise of options; (iii) the eligibility of non-executive  directors for
the grant of options;  (iv) any decrease in the exercise  price of  outstanding
options;  (v) the extension of the term of an outstanding  option other than as
contemplated in the event of the death of the optionee. In addition, amendments
that will  adversely  affect  outstanding  options  require  the consent of the
optionee.

SHARE UNIT PLANS

         Effective April 28, 2004, directors and senior executive officers were
eligible to participate in the  Corporation's  Deferred Share Unit Plan ("DSU")
or Restricted Share Unit Plan ("RSU").  These plans provide for an annual grant
to each director and certain senior executive officers. Non-executive directors
also have the right to elect on an annual basis to receive some or all of their
annual retainer in DSUs.  Dividend  equivalents are credited to a participant's

<PAGE>
                                     -29-

account  in the  form of  additional  DSUs or RSUs as of each  payment  date in
respect  of which cash  dividends  are paid on the Class B  subordinate  voting
shares,  based on the closing price of the shares on the dividend payment date.
In the case of the senior executive  officers,  DSUs and RSUs vest on the third
anniversary of the end of the calendar year  immediately  preceding the date of
grant.  DSUs are paid out in cash on termination  of employment,  retirement or
death.  DSUs for directors are paid out in cash when the participant  ceases to
be a  member  of the  Board.  RSUs are  paid  out in cash  prior  to the  third
anniversary of the year ended immediately prior to the grant.

         Other  executives and managers  became  eligible to participate in the
share unit plans in 2005. As of December 31, 2008,  directors,  executives  and
managers held a total of 586,040 DSUs and 515,160 RSUs.

PENSIONS

DEFINED BENEFITS PENSION

         Mr. Lindsay, CEO, is accruing benefits under the Corporation's Pension
Plan for Executive and Qualified  Senior  Salaried  Employees (the  "Retirement
Plan"),  a  registered  pension  plan  under  the  Income  Tax Act and under an
Executive  Retirement Agreement (the "Executive  Agreement").  His total annual
retirement  benefit is equal to 2.5% of highest average annual earnings in a 36
consecutive month period, multiplied by years of service. Earnings include base
pay only and exclude bonuses and director's fees. The normal retirement age for
payment of the  accrued  pension is age 60. Mr.  Lindsay may retire at any time
after  attainment  of age 55 or,  with the  consent  of the  Corporation,  upon
completion of 10 years of continuous  service.  His accrued  pension payable at
his early  retirement date will be reduced on an actuarial  equivalent basis to
reflect  commencement  prior to age 60. The pension is payable in the form of a
joint and two-thirds survivor pension with a five year guarantee.

         Mr. Rozee,  SVP,  Commercial  Affairs is accruing  benefits  under the
Retirement Plan and under a supplemental pension arrangement.  His total annual
retirement  benefit is equal to 2.0% of highest average annual earnings in a 36
consecutive month period, multiplied by years of service. Earnings include base
pay only and exclude bonuses and director's fees. The normal retirement age for
payment of the  accrued  pension  is age 60.  Mr.  Rozee may retire at any time
after attainment of age 55. His accrued pension payable at his early retirement
date will be reduced on an actuarial  equivalent basis to reflect  commencement
prior to age 60. The pension is payable in the form of a joint and 60% survivor
pension with a five year guarantee.

         The following table provides relevant  information with respect to the
pension entitlements of Mr. Lindsay and Mr. Rozee as of December 31, 2008:

<TABLE>
<CAPTION>
========================================================================================================================
                          Annual Benefits Payable
------------------------  ------------------------- --------------------------------------------------------------------
Name          Years of    Accrued      At Age 65       Accrued        Compensatory    Non-Compensatory      Accrued
              Credited    at End of                 Obligation at                                        Obligation at
               Service       Year                   Start of Year                                         End of Year
------------- ----------- ----------- ------------- --------------- ----------------- ----------------- ----------------
<S>           <C>         <C>         <C>           <C>             <C>               <C>               <C>
D.R. Lindsay     4.00      $104,800     $492,300      $1,008,000        $336,000         $(456,000)        $888,000

P.C. Rozee       7.75      $69,200      $215,300       $722,000         $108,000         $(272,000)        $558,000
========================================================================================================================
</TABLE>

         The  annual  benefits  payable  are based on  highest  annual  average
earnings  at  December  31,  2008.  The  actuarial  valuation  method  and  the
significant assumptions that the Corporation applied in quantifying the accrued

<PAGE>
                                     -30-

obligation  at the  end of the  year  are  described  in the  footnotes  to the
Corporation's  financial  statements  for the year ended December 31, 2008. The
amounts in the "compensatory"  column include the service cost for the year and
the impact of any  differences  between the estimated  earnings at the start of
the  year  and  the  actual  earnings  at the end of the  year  on the  accrued
obligation.  The  amounts  shown  in  the  "non-compensatory"  amounts  include
interest  and the impact of changes that were made to the  assumptions  used to
value  the  accrued  benefits,   the  results  of  which  reduced  the  accrued
obligation.

DEFINED CONTRIBUTION PENSION

         Mr. Millos, Mr. Vance and Mr. Horswill are participants in the defined
contribution  provision of the Teck Cominco Metals Ltd.  Retirement Income Plan
(the "DC Pension  Plan"),  a registered  pension plan under the Income Tax Act,
and the defined contribution  provision of the Supplementary  Retirement Income
Plan (the "DC Supplementary Plan"). The DC Pension Plan provides for vesting on
date of entry to the DC Pension Plan and the DC Supplementary Plan provides for
100%  vesting  after the  completion  of five years of service from the date of
becoming a DC Supplementary Plan member.

         For each of the these NEOs, the contributions  remitted in 2008 by the
Corporation to the DC Pension Plan were equal to the maximum contribution limit
under the Income Tax Act of $21,000.  The DC  Supplementary  Plan  provides for
notional  contributions of 13% of earnings minus the contributions  remitted to
the DC Pension  Plan.  Earnings  include base pay only and exclude  bonuses and
directors' fees. Each NEO's notional account balance under the DC Supplementary
Plan is credited with notional investment income based on the investment return
earned by the NEO under the DC Pension Plan. The account  balances under the DC
Pension  Plan are  invested in  accordance  with the  individual  participants'
election from the  investment  options  offered by the  Corporation to all plan
members  including  Canadian,  U.S.,  International and Foreign Equity funds, a
Bond fund,  a Money  Market  Fund,  five  Asset Mix  options  and a  Guaranteed
Investment Certificate.

         Upon  retirement,  the participant is entitled to the  distribution of
the accumulated value of the Corporation's  contributions  under the DC Pension
Plan as a lump  sum and to the  distribution  of the  accumulated  value of the
notional contributions under the DC Supplementary Plan as a series of 120 equal
monthly payments.

         The  amounts  reported in the table  below show the  combined  defined
contribution  account  balances  for the two  plans for each of the NEOs at the
start of the year and at the end of the year, including a reconciliation of the
change in the defined contribution account balances.

<TABLE>
<CAPTION>
    ================ ===================== ================= ===================== ==================
           NAME       ACCUMULATED VALUE      COMPENSATORY      NON-COMPENSATORY     ACCUMULATED VALUE
                       AT START OF YEAR                                                AT YEAR END
    ================ ===================== ================= ===================== ==================
    <S>              <C>                   <C>               <C>                   <C>
    R.A. Millos           $ 267,700            $ 57,200           ($ 55,400)            $ 269,500
    ---------------- --------------------- ----------------- --------------------- ------------------
    R.J. Vance            $ 123,400            $ 70,200           ($ 39,200)            $ 154,400
    ---------------- --------------------- ----------------- --------------------- ------------------
    D.H. Horswill         $ 559,900            $ 61,700           ($ 77,700)            $ 543,900
    ================ ===================== ================= ===================== ==================
</TABLE>

         The  amounts  in  the  "compensatory"   column  include  the  employer
contributions  to  the  DC  Pension  Plan  and  notional  contributions  to the
participant's  DC  Supplementary  Plan  accounts.  The  amounts  shown  in  the
"non-compensatory"  column  represent the investment  earnings during the year,
which for 2008 were negative.

         None of  these  NEOs  participate  in  defined  benefit  pension  plan
arrangements.


<PAGE>
                                     -31-

TERMINATION AND CHANGE IN CONTROL

         The employment  agreements  cover  position,  term,  duties,  employee
obligations,  compensation  including base salary, bonus, share units and stock
options,  pension,  other  benefits,  vacation and car benefit,  and provisions
covering  termination for cause,  without cause and in the event of a change in
control. If the CEO's employment is terminated by the Corporation without cause
or by  the  CEO  for  good  reason  subsequent  to a  change  in  control,  the
Corporation  will pay the CEO a lump sum equal to three  times  the CEO's  base
salary  plus an amount  equal to three  times the  average  amount of the bonus
received by the CEO for the three years immediately preceding the year in which
the termination of employment  occurs. For the other NEOs, the Corporation will
pay a lump sum equal to two times base salary plus an amount equal to two times
the average  amount of the bonus  received by the executive for the three years
immediately  preceding the year in which the termination of employment  occurs.
In the event of a change in control,  all unvested  stock option and share unit
grants vest and become payable.

         Where the executive is terminated  without cause,  in order to receive
these payments,  the executive must (i) not use knowledge or experience  gained
as an employee of the  Corporation  in any manner which would be detrimental to
the business interests of the Corporation or its affiliates,  (ii) not directly
or indirectly  recruit or solicit any employee of the  Corporation for a period
of  12  months  following   termination,   (iii)  keep  non-public  information
concerning  the  business  of the  Corporation  and its  affiliates,  including
information related to business  opportunities,  in strictest confidence,  (iv)
comply with the Corporation's Employee Technology and Confidentiality Agreement
and the Code of Ethics, and (v) upon termination, return to the Corporation all
assets of the Corporation  including any documents,  recordings or other format
on which  information of the  Corporation is stored.  These  obligations do not
apply if the executive is terminated by the  Corporation  within 12 months of a
change in control or where the  executive  resigns  for good  reason  within 12
months of the change in control.

         The following table shows the estimated  compensation  where an NEO is
terminated  without  cause,  or  following  a  change  in  control  as  if  the
termination occurred on December 31, 2008.

<TABLE>
<CAPTION>
     ============================ ============================================= =================== =================
       NAMED EXECUTIVE OFFICER                       TITLE                         TERMINATION        TERMINATION
                                                                                  WITHOUT CAUSE        CHANGE IN
                                                                                                        CONTROL
     ============================ ============================================= =================== =================
     <S>                          <C>                                           <C>                 <C>
     D.R. Lindsay                 President and CEO                                 $6,132,000         $6,720,708
     ---------------------------- --------------------------------------------- ------------------- -----------------
     R.A. Millos                  SVP, Finance and CFO                              $1,430,000         $1,599,752
     ---------------------------- --------------------------------------------- ------------------- -----------------
     R.J. Vance                   SVP, Corporate Development                        $1,750,000         $1,959,063
     ---------------------------- --------------------------------------------- ------------------- -----------------
     P.C. Rozee                   SVP, Commercial Affairs                           $1,660,000         $1,873,433
     ---------------------------- --------------------------------------------- ------------------- -----------------
     D.H. Horswill                SVP, Sustainability and External Affairs          $1,530,000         $1,699,776
     ============================ ============================================= =================== =================
</TABLE>

There would be no incremental  payments in connection  with the  resignation or
retirement of the above NEOs other than as described above.

                            SHARE PERFORMANCE GRAPH

     The following graph illustrates the  Corporation's  five-year (to December
31,  2008)  cumulative  total  shareholder  return  (assuming  reinvestment  of
dividends on each  dividend  payment  date) on a $100  investment on January 1,
2003 in Class A common shares and Class B subordinate voting shares compared to
the return on a comparable  investment on the Diversified Metals & Mining Index
(Sub Industry), the S&P TSX Composite Index and the Materials Index (Sector).

         The trend  shown by the  performance  graph  below  represents  strong
growth in shareholder  returns through 2007, followed by a decrease starting in
the second half of the last financial year.  Executive  compensation  increased

<PAGE>
                                     -32-

through this period,  including  base salary,  bonus,  and long-term  incentive
grants awarded at the beginning of 2008. However,  compensation  adjustments in
2009  reflect the current  market  conditions,  where base  salaries  have been
frozen,  and bonus  and  long-term  incentive  awards  have been  significantly
reduced.


                TECK COMINCO LIMITED COMPARISON OF 5 YEAR TOTAL
                          COMMON SHAREHOLDERS' RETURN
-------------------------------------------------------------------------------
                                        2003   2004   2005   2006   2007  2008
-------------------------------------------------------------------------------
 Teck A                                  100    161    287    405    410    68
-------------------------------------------------------------------------------
 Teck B                                  100    170    290    422    349    60
-------------------------------------------------------------------------------
 Diversified Metals & Mining Index
 (Sub Industry)                          100    115    169    283    328    99
-------------------------------------------------------------------------------
 Materials Index (Sector)                100    107    123    172    224   165
-------------------------------------------------------------------------------
 S&P/TSX Composite Index                 100    114    142    167    183   123
-------------------------------------------------------------------------------


                           COMPENSATION OF DIRECTORS

         Commencing  on  April  25,  2007  the  Corporation  paid  each  of its
directors an annual retainer of $40,000. In addition, the Chairman of the Board
was paid an annual retainer of $300,000, the non-executive Lead Director of the
Board was paid an annual retainer of $100,000, the Chairman and Deputy Chairman
of the Audit  Committee  received  additional fees of $20,000 and the Chairs of
the Executive Committee,  Compensation Committee, Pension Committee,  Corporate
Governance & Nominating  Committee,  Safety and  Sustainability  Committee  and
Reserves Committee received an additional fee of $3,500 per annum.

         Directors who were not executives of the  Corporation  also received a
fee of $1,500 for each Board  meeting  attended  and $1,500 for each  committee
meeting attended,  $6,000 per annum for service on the Audit Committee,  $4,000
per annum for  service  on the  Executive  Committee,  Compensation  Committee,
Pension  Committee,  Corporate  Governance & Nominating  Committee,  Safety and
Sustainability  Committee and Reserves  Committee,  reimbursement of all travel
costs, a payment of $1,500 per annum for other expenses related to their duties
and $1,000 per meeting fee for each  director  who travels from out of province
the day before a Board meeting.

         In conjunction with our asset sale and debt restructuring initiatives,
the Board asked the Executive  Committee to meet weekly with the CEO to monitor
progress and support  Management's  efforts.  The Committee members have waived

<PAGE>
                                     -33-

meeting fees for this additional oversight  responsibility.  Four meetings were
held on this  basis  in 2008  and  they  will  continue  into  2009  until  the
restructuring is complete.

         Directors are also  eligible for  participation  in the  Corporation's
Deferred  Share  Unit  Plans  (see page 28).  On April 23,  2008  non-executive
directors received 2,100 share units with a grant day value of $47.50 per unit.
The Chairman received 6,300 units with a grant day value of $47.50 per unit.

         The following table sets forth all annual compensation paid in respect
of the  directors  of the  Corporation  at December  31,  2008,  other than Mr.
Lindsay  whose  compensation  as a director is fully  reflected  in the summary
compensation table for NEOs.

SUMMARY COMPENSATION TABLE - DIRECTORS

<TABLE>
<CAPTION>
         ====================== ================= ========================= ==================
                  NAME             FEES EARNED      SHARE-BASED AWARDS ($)        TOTAL
                   (1)                 ($)                 (2) (3)                 ($)
         ====================== ================= ========================= ==================
         <S>                    <C>               <C>                       <C>
         M. M. Ashar                  68,500               120,758               189,258
         ---------------------- ----------------- ------------------------- ------------------
         J. B. Aune                  105,500               116,650               222,150
         ---------------------- ----------------- ------------------------- ------------------
         J. H. Bennett                66,125               152,363               218,488
         ---------------------- ----------------- ------------------------- ------------------
         H. J. Bolton                115,000               116,650               231,650
         ---------------------- ----------------- ------------------------- ------------------
         N. B. Keevil                380,500               302,359               682,859
         ---------------------- ----------------- ------------------------- ------------------
         N. B. Keevil, III            96,500               117,529               214,029
         ---------------------- ----------------- ------------------------- ------------------
         T. Kuriyama                  44,500               143,588               188,088
         ---------------------- ----------------- ------------------------- ------------------
         T. Mochihara                 86,000               117,533               203,533
         ---------------------- ----------------- ------------------------- ------------------
         D. G. Pannell                47,125               143,588               190,713
         ---------------------- ----------------- ------------------------- ------------------
         J. G. Rennie                 69,625               143,588               213,213
         ---------------------- ----------------- ------------------------- ------------------
         W.S.R. Seyffert             208,500               146,807               355,307
         ---------------------- ----------------- ------------------------- ------------------
         K. E. Steeves                85,375               157,047               242,422
         ---------------------- ----------------- ------------------------- ------------------
         C. M. T. Thompson           126,000               114,209               240,209
         ====================== ================= ========================= ==================
</TABLE>
Notes:
         (1) Director  Fees paid to D. R. Lindsay are reflected in the table on
             page 24.

         (2) The value noted is the grant date value.

         (3) Dividend  equivalents are credited to a  participant's  account in
             the form of  additional  share  units as of each  payment  date in
             respect  of  which  cash   dividends  are  paid  on  the  Class  B
             subordinate voting shares.


         On April 28, 2004, the Board discontinued  grants of options under the
2001 Stock Option Plan to non-executive directors. Non-executive directors that
continue to hold options that were granted to them previously are summarized in
the table below.

OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS

         The following table shows all awards  outstanding to each director for
the fiscal year ending December 31, 2008.


<PAGE>
                                     -34-


<TABLE>
<CAPTION>
======================================================================================== =================================

                                  OPTION-BASED AWARDS                                           SHARE-BASED AWARDS
---------------------------------------------------------------------------------------- ---------------------------------
                          Number of                                                                          Market or
                         Securities                                        Value of       No. of Shares     Payout Value
         Name            Underlying        Option                         Unexercised     or Units that       of Share
         (1)             Unexercised   Exercise Price   Option Expiry    In-The-Money    have not vested    Awards that
                           Options                           Date        Options ((2))         (#)            have not
                                             ($)                              ($)                           vested ((3))
                             (#)                                                                                ($)
----------------------- -------------- ---------------- --------------- ---------------- ----------------- ---------------
<S>                     <C>            <C>              <C>             <C>              <C>               <C>
M. M. Ashar                   0               0              n/a               0                0                0
----------------------- -------------- ---------------- --------------- ---------------- ----------------- ---------------
                           36,000           5.75        Feb. 14, 2010        9,720
J. B. Aune                 36,000           5.09        Feb. 12, 2011       33,660              0                0
                           20,000           5.36        Apr. 23, 2009       13,200
----------------------- -------------- ---------------- --------------- ---------------- ----------------- ---------------
J. H. Bennett                 0               0              n/a               0                0                0
----------------------- -------------- ---------------- --------------- ---------------- ----------------- ---------------
H. J. Bolton                  0               0              n/a               0                0                0
----------------------- -------------- ---------------- --------------- ---------------- ----------------- ---------------
N. B. Keevil               200,000          5.36        Apr. 23, 2009       64,560          13,208 RSU         79,512
----------------------- -------------- ---------------- --------------- ---------------- ----------------- ---------------
N. B. Keevil III              0               0              n/a               0            4,609 RSU          27,746
----------------------- -------------- ---------------- --------------- ---------------- ----------------- ---------------
T. Kuriyama                   0               0              n/a               0                0                0
----------------------- -------------- ---------------- --------------- ---------------- ----------------- ---------------
T. Mochihara                  0               0              n/a               0                0                0
----------------------- -------------- ---------------- --------------- ---------------- ----------------- ---------------
D.G. Pannell                  0               0              n/a               0                0                0
----------------------- -------------- ---------------- --------------- ---------------- ----------------- ---------------
J. G. Rennie                  0               0              n/a               0                0                0
----------------------- -------------- ---------------- --------------- ---------------- ----------------- ---------------
W.S.R. Seyffert            20,000           4.48        Apr. 27, 2010       30,900              0                0
                           36,000           5.09        Feb. 12, 2011       33,660              0                0
----------------------- -------------- ---------------- --------------- ---------------- ----------------- ---------------
K. E. Steeves                 0               0              n/a               0                0                0
----------------------- -------------- ---------------- --------------- ---------------- ----------------- ---------------
C.M. T. Thompson              0               0              n/a               0            2,486 RSU          14,966
======================= ============== ================ =============== ================ ================= ===============
</TABLE>
NOTES:

(1)  Information on D. R. Lindsay is reflected in the table on page 25.

(2)  Maximum  value  at  December  31,  2008   calculated  by  determining  the
     difference  between the closing  price of the Class B  subordinate  voting
     shares  underlying the options on the TSX at December 31, 2008 ($6.02) and
     the exercise price of the options.

(3)  Market or Payout Value calculated by multiplying the number of RSU held at
     December 31, 2008 by the closing price of the Class B  subordinate  voting
     shares on the TSX at December 31, 2008 ($6.02).

INCENTIVE PLAN AWARDS - VALUE VESTED OR EARNED DURING THE YEAR

         The following  table shows the  incentive  plan awards value vested or
earned for each director for the fiscal year ending December 31, 2008.


<PAGE>
                                     -35-

<TABLE>
<CAPTION>
================================= ================================ =================================
                                           OPTION-BASED             SHARE-BASED (DSU/RSU) AWARDS -
                 NAME                     AWARDS - VALUE                        VALUE
                 (1)               VESTED DURING THE YEAR ((2))    VESTED DURING THE YEAR ((3)) (4)
                                                ($)                              ($)
================================= ================================ =================================
<S>                               <C>                              <C>
M. M. Ashar                                      0                           120,758 / 0
--------------------------------- -------------------------------- ---------------------------------
J. B. Aune                                       0                           116,650 / 0
--------------------------------- -------------------------------- ---------------------------------
J. H. Bennett                                    0                           152,363 / 0
--------------------------------- -------------------------------- ---------------------------------
H. J. Bolton                                     0                           116,650 / 0
--------------------------------- -------------------------------- ---------------------------------
N. B. Keevil                                     0                            0 / 78,589
--------------------------------- -------------------------------- ---------------------------------
N. B. Keevil, III                                0                         16,743 / 13,713
--------------------------------- -------------------------------- ---------------------------------
T. Kuriyama                                      0                           143,588 / 0
--------------------------------- -------------------------------- ---------------------------------
T. Mochihara                                     0                           117,533 / 0
--------------------------------- -------------------------------- ---------------------------------
D. G. Pannell                                    0                           143,588 / 0
--------------------------------- -------------------------------- ---------------------------------
J. G. Rennie                                     0                           143,588 / 0
--------------------------------- -------------------------------- ---------------------------------
W.S.R. Seyffert                                  0                           146,807 / 0
--------------------------------- -------------------------------- ---------------------------------
K. E. Steeves                                    0                           157,047 / 0
--------------------------------- -------------------------------- ---------------------------------
C. M. T. Thompson                                0                         111,804 / 13,714
================================= ================================ =================================
</TABLE>
NOTES:

(1)  Information on D. R. Lindsay is reflected in the table on page 26.

(2)  No outstanding options held by directors vested during 2008.

(3)  The amount  represents  the aggregate  dollar value that has been realized
     upon vesting of the share units as of the vesting date. As directors' DSUs
     vest immediately, the market value for DSUs was as of the grant date.

(4)  DSUs vested on the grant date but are not  redeemable  until the recipient
     retires, resigns or their employment is otherwise terminated. The value of
     the  DSUs  on the  payout  date  is  based  on the  price  of the  Class B
     subordinate voting shares on the payout date and, accordingly,  the amount
     of the final payout is not known until that time.

MANDATORY SHAREHOLDING POLICY FOR DIRECTORS

         In February 2007, the Board amended the Mandatory  Shareholding Policy
(the "Policy") for non-executive directors. The amendment requires directors to
own shares  and/or DSUs or RSUs  equivalent in value to five times their annual
retainer including both cash and unit compensation.  Directors have a period of
five years from the  institution  of the policy or the date they join the Board
within which to reach the mandatory level.

<TABLE>
<CAPTION>
                          SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

================================ ============================ ============================ ============================
                                                                                              NUMBER OF SECURITIES
                                 NUMBER OF SECURITIES TO BE    WEIGHTED-AVERAGE EXERCISE     REMAINING AVAILABLE FOR
                                   ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING         FUTURE ISSUANCE UNDER
         PLAN CATEGORY               OUTSTANDING OPTIONS                OPTIONS             EQUITY COMPENSATION PLANS
                                                                                              (EXCLUDING SECURITIES
                                             (a)                         (b)                       REFLECTED IN
                                                                                                    COLUMN (a))
                                                                                                        (c)
================================ ============================ ============================ ============================
<S>                              <C>                          <C>                          <C>
Equity Compensation Plans               4,531,612(1)                    $28.282                     5,727,569
approved by shareholders
-------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity Compensation Plans not
approved by shareholders                     N/A                          N/A                          N/A
-------------------------------- ---------------------------- ---------------------------- ----------------------------
Total                                   4,531,612 (2)                   $28.282                   5,727,569 (2)
================================ ============================ ============================ ============================
</TABLE>

<PAGE>
                                     -36-

Notes:

(1)  The  Class B  subordinate  voting  shares to be issued  upon  exercise  of
     outstanding  options are  comprised of (i)  4,322,212  Class B subordinate
     voting  shares  reserved  for  issuance  in respect of options  previously
     granted  under  the  2001  Stock  Option  Plan and  (ii)  209,400  Class B
     subordinate  voting  shares  reserved  for  issuance in respect of options
     issued in connection  with the Merger  Options.  The  aggregate  number of
     Class B subordinate voting shares reserved for issuance in respect of such
     outstanding  options  represents  0.93% of the aggregate number of Class A
     common  shares  and Class B  subordinate  voting  shares  and 0.95% of the
     outstanding Class B subordinate voting shares.

(2)  The aggregate of 10,529,181 Class B subordinate voting shares reserved for
     issuance  under (i) the 2001 Stock  Option Plan in respect of  outstanding
     options and  options  which may be granted in future  thereunder  and (ii)
     outstanding  options  granted  in 2001 as a result  of the  merger  of the
     Corporation and Cominco Ltd.  represents  2.16% of the aggregate number of
     outstanding  Class A common shares and Class B  subordinate  voting shares
     and 2.20% of the number of outstanding Class B subordinate voting shares.


                                   INSURANCE

         General   By-law   No.  1  of  the   Corporation   provides   for  the
indemnification  of each  director and officer  against all costs,  charges and
expenses  reasonably  incurred  by  him  or her in  respect  of any  action  or
proceeding  to which he or she is made a party by reason of being a director or
officer of the  Corporation,  subject to the  limitations  contained in General
By-law No. 1 and in the CANADA BUSINESS  CORPORATIONS  ACT.  Further to General
By-Law No. 1, each director and officer is provided with an Indemnity Agreement
consistent with the by-law provisions.

         During 2008, the Corporation  purchased  policies of insurance for the
benefit of itself and its directors and officers against liability  incurred by
them in the  performance  of their  duties as  directors  or as  officers.  The
cumulative  amount of the premium  paid in respect of the  policies in 2008 was
approximately US$2,353,324. The entire premium was paid by the Corporation. The
aggregate  amount of coverage  under the policies was US$140 million in respect
of the directors and officers and US$130 million in respect of the Corporation.
There is no  deductible  in the case of directors and officers and a deductible
of US$100,000  for the  Corporation.  The policies  contain  standard  industry
exclusions and no claims have been made to date.


               SHAREHOLDER PROPOSALS FOR THE 2010 ANNUAL MEETING

         In order to be included in proxy  material for the 2010 Annual Meeting
of shareholders,  shareholder  proposals must be received by the Corporation at
its offices at Suite 3300,  Bentall 5, 550 Burrard Street,  Box 31,  Vancouver,
British  Columbia,  V6C 0B3,  Attention:  Corporate  Secretary,  no later  than
November 27, 2009.



<PAGE>
                                     -37-


                             ADDITIONAL INFORMATION

         Copies of the  following  documents are  available  without  charge to
shareholders  upon written  request to the Corporate  Secretary at Suite 3300 -
550 Burrard Street, Vancouver, British Columbia, V6C 0B3:

(i)      the 2008 Annual Report to  shareholders  containing  the  consolidated
         financial  statements for the year ended  December 31, 2008,  together
         with the accompanying report of the external auditor;

(ii)     this Management Proxy Circular;

(iii)    the Corporation's most recent Annual Information Form;

(iv)     comparative financial statements for the year ended December 31, 2008;
         and

(v)      Management's  Discussion  and  Analysis in respect of the  comparative
         financial statements for the year ended December 31, 2008 ("MD&A").

         Financial  information  is provided in the  Corporation's  comparative
financial statements and MD&A for 2008.

         Additional  information  relating  to the  Corporation  is on SEDAR at
www.sedar.com.

                          BOARD OF DIRECTORS' APPROVAL

         The contents and sending of this  Management  Proxy Circular have been
approved by the Board of Directors of the Corporation.

         DATED this 2nd day of March, 2009.



                                                      By Order of the Board

                                                      "KAREN L. DUNFEE"

                                                      Karen L. Dunfee
                                                      Corporate Secretary



<PAGE>

                                      A-1


                                   SCHEDULE A
                             AMENDMENT OF ARTICLES

The following  special  resolution is being submitted for  consideration at the
Meeting and, if thought advisable, approval:

BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

1.   the articles of Teck Cominco Limited (the "CORPORATION") be and are hereby
     amended to:

     (a)  delete in their  entirety,  the  authorized  but unissued  Preference
          Shares Series 1 and the  authorized  but unissued  Preference  Shares
          Series  2  in  the  capital  of  the  Corporation,  and  the  rights,
          privileges, restrictions and conditions attaching thereto; and

     (b)  change the Corporation's name to:

           Teck Resources Limited
           Ressources Teck Limitee

          or to such other name as may be deemed  appropriate  by the directors
          of the Corporation,  in their sole discretion and to provide that the
          Corporation  may use its name in either the English form,  the French
          form or a combination of the English form and the French form.

2.   notwithstanding  that this  resolution has been duly passed by the holders
     of Class A common  shares of the  Corporation  (the "CLASS A HOLDERS") and
     the holders of the Class B Subordinate  Voting  shares of the  Corporation
     (together with the Class A Holders, the "SHAREHOLDERS"),  the directors of
     the  Corporation,  in  their  sole  discretion,  be and  they  are  hereby
     authorized and empowered, without further approval of the Shareholders, to
     revoke,  postpone  and/or abandon this resolution at any time prior to the
     filing of articles of amendment; and

3.   any one officer or director of the Corporation be and is hereby authorized
     and directed to prepare,  execute  (whether  under the  corporate  seal or
     otherwise)  and deliver any and all such other  instrument(s)  in the name
     and on behalf of the Corporation,  and to do and to perform or cause to be
     done and  performed any and all such other acts and things as such officer
     or director  may  determine to be necessary or advisable in order to carry
     out the purposes and intent of the foregoing  resolution,  the  execution,
     delivery  and  filing  of any and all  such  other  instrument(s)  and the
     performance  or the causing of the  performance  of any and all such other
     acts and things to be conclusive evidence of such determination.



<PAGE>

                                      B-2



                                   SCHEDULE B
                       MANDATE OF THE BOARD OF DIRECTORS

         The Board of  Directors  is  responsible  for the  stewardship  of the
Corporation. The Board has implemented a system of corporate governance that is
designed to assist the Board in overseeing  the  management of the business and
affairs of the Corporation.  Management of the Corporation and execution of the
strategic plan is delegated to the Chief Executive Officer and Management.  The
Board  provides  guidance  and  direction  to  Management  in  pursuit  of  the
Corporation's goals and strategic plans and, without limiting the foregoing, is
responsible for:

(a)      selecting,   setting  goals  for,   monitoring  the   performance  and
         competence of and planning for the  succession of the Chief  Executive
         Officer (CEO) and satisfying itself as to the integrity of the CEO and
         the other  senior  officers and  satisfying  itself that they create a
         culture of integrity throughout the organization;

(b)      succession   planning,   including  the  training  and  monitoring  of
         Management;

(c)      with  the  advice  of  the  Compensation   Committee,   approving  the
         compensation   of  the  senior   management   team  and  approving  an
         appropriate compensation program for the Corporation's personnel;

(d)      approving  the annual and quarterly  reports,  including the financial
         statements and related  regulatory  filings prior to their filing with
         applicable regulatory agencies and their release to the public;

(e)      adopting a strategic  planning  process in  approving,  on at least an
         annual basis, a strategic  plan which takes into account,  among other
         things, the opportunities and risks of the business;

(f)      identifying  the  principal  risks of the  Corporation's  business and
         ensuring the  implementation  of  appropriate  systems to manage those
         risks;

(g)      adopting a  communication  and  continuous  disclosure  policy for the
         Corporation and monitoring its implementation;

(h)      overseeing  the policies and  procedures  implemented by Management to
         ensure the integrity of the Corporation's internal control,  financial
         reporting and management information systems;

(i)      adopting an appropriate,  formal orientation program for new directors
         and  ongoing  education  sessions on the  various  business  units and
         strategies of the Corporation for all directors;

(j)      appointing Board committees, however designated, and delegating to any
         such  Board  committees  any of the powers of the Board  except  those
         which pertain to items which,  under the CANADA BUSINESS  CORPORATIONS
         ACT, a Board committee has no authority to exercise;

(k)      determining  whether  individual  directors meet the  requirements for
         independence  set  out  in  the  rules  of  the  stock  exchanges  and
         securities regulatory authorities to which the Corporation is subject,
         and  make  such  disclosures  as are  required  with  respect  to that
         determination; and

(l)      developing  the  Corporation's   approach  to  corporate   governance,
         including  developing a set of  corporate  governance  principles  and
         guidelines that are specifically applicable to Teck.

<PAGE>
                                      B-2


DECISIONS REQUIRING BOARD APPROVAL

         The CEO has been  delegated  by the Board  the  authority  to  approve
individual  commitments  and  expenditures  for any  corporate  purpose up to a
maximum of $10 million per item or group of similar  items.  The CEO,  together
with the Chairman,  have been  delegated  the  authority to approve  individual
commitments and expenditures  for any corporate  purpose up to a maximum of $20
million  per item or group of  similar  items.  The CEO is also  authorized  to
approve  commitments  and  expenditures  of any amount for  purposes  that have
appeared in a financial  plan or  otherwise  have been  adopted by the Board of
Directors.  Projects  involving  expenditures or commitments in excess of these
limits must  receive  Board  approval.  The Board  retains  responsibility  for
significant  changes in the  Corporation's  affairs  such as  approval of major
capital   expenditures,   new  debt  financing   arrangements  and  significant
investments, acquisitions and divestitures. No securities can be issued without
the  authorization of the Board and the Board must  specifically  authorize the
purchase, redemption or other acquisition of shares issued by the Corporation.

MEASURES FOR RECEIVING FEEDBACK FROM SECURITY HOLDERS

         The  Corporation  has  an  investor  relations   department  which  is
responsible for communications  with investors.  Investors have the opportunity
to provide feedback to the Corporation via the investor relations group through
email at the  Corporation's  website,  through direct or telephone contact with
the investor  relations  officer (a contact  person is identified in each press
release)  and through  regular  mail  service.  In  addition,  the  Corporation
regularly has face-to-face  meetings with investment analysts and institutional
investors where feedback is provided directly to the investor relations officer
and senior management present at the meeting. The investor relations department
responds to all investor  enquiries in a timely  manner  either  directly or by
passing the request along to the appropriate  department in the Corporation for
their response. Investor feedback is evaluated by the Vice President,  Investor
Relations & Strategic  Analysis  and  summarized  for senior  management.  This
evaluation  takes into account the nature and frequency of the feedback and the
sensitivity of the subject under discussion.  Significant  shareholder comments
and analysts' reports on the Corporation are reported quarterly to the Board.

EXPECTATIONS OF MANAGEMENT

         The day-to-day management of the Corporation and its operations is the
responsibility  of Management under the direction of the CEO. The Board expects
Management to manage and maintain the Corporation's  operations efficiently and
safely.  The Board has adopted a Code of Ethics that  requires each employee to
maintain  the highest  ethical  standards  of behaviour  while  conducting  the
Corporation's business.

EXPECTATIONS AND RESPONSIBILITIES OF DIRECTORS

         Directors  are expected to attend all  regularly  scheduled  Board and
Committee meetings and to have reviewed in advance the meeting materials.

DIRECTOR ORIENTATION AND EDUCATION

         The Board shall ensure that all new directors  receive a comprehensive
orientation.  New directors shall be provided with a copy of the  Corporation's
key  policies,  codes and  mandates.  The Board  shall  encourage  and  provide
continuing  education  opportunities to directors including regularly scheduled
briefings on the Corporation's operations, business and key issues.


<PAGE>
                                      C-1


                                   SCHEDULE C
                  DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

The following table discloses the Corporation's  current  corporate  governance
practices in accordance with the requirements of National Instrument 58-101.

<TABLE>
<CAPTION>
-------------------------------------------------------- ----------------- ------------------------------------------------------
                                                           Teck Cominco
Disclosure Requirement under Form 58-101F1                  Compliance     Comments & Discussion

-------------------------------------------------------- ----------------- ------------------------------------------------------
<S>                                                      <C>               <C>
1.  (a)  Disclose  the  identity  of directors  who are        Yes         The Board has determined that all of the directors of
         independent.                                                      the Corporation with the exception of Messrs. Keevil,
                                                                           Keevil  III  and   Lindsay   are   independent.   See
                                                                           disclosure under the "Election of Directors"  section
                                                                           of this Management Proxy Circular.
-------------------------------------------------------- ----------------- ------------------------------------------------------
    (b)  Disclose the identity of directors who are not        Yes         See  disclosure  under the  "Election  of  Directors"
         independent,  and  describe the basis for that                    section of this Management Proxy Circular.
         determination.
-------------------------------------------------------- ----------------- ------------------------------------------------------
    (c)  Disclose   whether  or  not  a   majority   of        Yes         11  of  14  or  79%  of  the  Corporation's   current
         directors  are  independent.  If a majority of                    directors are independent.
         directors are not  independent,  describe what
         the board of directors  (the  "Board") does to
         facilitate   its   exercise   of   independent
         judgment in carrying out its responsibilities.

-------------------------------------------------------- ----------------- ------------------------------------------------------
    (d)  If a director  is  presently a director of any       Yes         Such other  directorships  have been disclosed in the
         other  issuer that is a  reporting  issuer (or                   "Election of  Directors"  section of this  Management
         the equivalent) in a jurisdiction or a foreign                   Proxy Circular.
         jurisdiction,  identify  both the director and
         the other issuer.
-------------------------------------------------------- ----------------- ------------------------------------------------------
    (e)  Disclose   whether  or  not  the   independent        Yes         The Board has  adopted a policy  for the  independent
         directors  hold regularly  scheduled  meetings                    members  of the  Board  to  meet  without  Management
         at   which   non-independent   directors   and                    present  at  regularly   scheduled  meetings  of  the
         members of management  are not in  attendance.                    Board.  These  sessions are of no fixed  duration and
         If  the   independent   directors   hold  such                    participating  directors are  encouraged to raise and
         meetings,  disclose  the  number  of  meetings                    discuss  any issues of  concern.  In camera  sessions
         held since the  beginning of the issuer's most                    are on each  meeting  agenda  and were  held at three
         recently  completed  financial  year.  If  the                    meetings of the Board in 2008.
         independent   directors   do  not  hold   such
         meetings,  describe  what  the  Board  does to
         facilitate  open and candid  discussion  among
         its independent directors.
-------------------------------------------------------- ----------------- ------------------------------------------------------
    (f)  Disclose  whether  or  not  the  chair  of the        Yes         Norman B. Keevil  serves as the Board  Chair,  and is
         Board  is  an  independent  director.  If  the                    not an independent  director.  He has served as Board
         Board has a Chair or Lead  Director  who is an                    Chair since 2001.
         independent  director,  disclose  the identity
         of the  independent  Chair  or Lead  Director,                    Robert  Wright  served as Lead  Director from 2000 to
         and    describe    his   or   her   role   and                    2008.  Mr.  Wright  retired  from the Board  when his
         responsibilities.  If the Board has  neither a                    term  expired at the annual  and  special  meeting of
         Chair that is independent  nor a Lead Director                    shareholders  of  the  Corporation  in  2008.  Warren
         that is  independent,  describe what the Board                    Seyffert,  an  independent  director,  was  appointed
         does   to   provide    leadership    for   its                    Lead Director on February 12, 2008.
         independent directors.
                                                                           A position description for the Lead Director has been
                                                                           developed  and approved by the Board.  Amongst  other
                                                                           things, the Lead Director is expected to:

                                                                           (a)  provide    leadership   to   ensure    effective
                                                                                functioning of the Board;

                                                                           (b)  lead in the assessment of Board performance;

                                                                           (c)  act as  an  effective liaison  between the Board
                                                                                and Management.
-------------------------------------------------------- ----------------- ------------------------------------------------------
</TABLE>

<PAGE>
                                      C-2

<TABLE>
<CAPTION>
-------------------------------------------------------- ----------------- ------------------------------------------------------
                                                           Teck Cominco
Disclosure Requirement under Form 58-101F1                  Compliance     Comments & Discussion

-------------------------------------------------------- ----------------- ------------------------------------------------------
<S>                                                      <C>               <C>
    (g)  Disclose   the   attendance   record  of  each        Yes         Attendance  records are fully disclosed on page 10 of
         director for all Board meetings held since the                    this  Management   Proxy   Circular.   Directors  are
         beginning  of  the  issuer's   most   recently                    expected  to  attend  all  meetings  of the Board and
         completed financial year.                                         Board  committees  upon which they serve,  to come to
                                                                           such  meetings  fully  prepared,  and  to  remain  in
                                                                           attendance for the duration of the meetings.
-------------------------------------------------------- ----------------- ------------------------------------------------------
2.  Disclose the text of the Board's  written  mandate.        Yes         The  Board  of  Directors'  Mandate  is found in this
    If the Board does not have a written  mandate,  how                    Management Proxy Circular at Schedule B.
    the Board delineates its role and responsibilities.
-------------------------------------------------------- ----------------- ------------------------------------------------------
3.  (a)  Disclose   whether   or  not  the   Board  has        Yes         A position  description  for the Board and  Executive
         developed  written  position  descriptions for                    Committee   Chair  and  each  Board  Committee  Chair
         the  Chair   and  the  Chair  of  each   Board                    (which are attached to the relevant  Board  Committee
         committee.  If the  Board  has  not  developed                    Charters)  has been  developed  and  approved  by the
         written  position  descriptions  for the Chair                    Board and can be found on the  Corporation's  website
         and/or  the  Chair  of each  Board  committee,                    at www.teck.com.
         briefly  describe how the Board delineates the
         role  and   responsibilities   of  each   such
         position.
-------------------------------------------------------- ----------------- ------------------------------------------------------
    (b)  Disclose whether or not the Board and CEO have        Yes         A  written   position   description   for  the  Chief
         developed a written  position  description for                    Executive  Officer has been developed and approved by
         the  CEO.  If  the  Board  and  CEO  have  not                    the Board.
         developed such a position description, briefly
         describe how the Board delineates the role and                    The Chief Executive  Officer reports to the Board and
         responsibilities of the CEO.                                      has general supervision and control over the business
                                                                           and affairs of the Corporation. Amongst other things,
                                                                           the Chief Executive Officer is expected to:

                                                                           (a)  foster a corporate culture that promotes ethical
                                                                                practices,  encourages  individual integrity and
                                                                                fulfils social responsibility;

                                                                           (b)  develop and  recommend  to the Board a long-term
                                                                                strategy  and  vision for the  Corporation  that
                                                                                leads to creation of shareholder value;

                                                                           (c)  develop  and   recommend  to  the  Board  annual
                                                                                business  plans and  budgets  that  support  the
                                                                                Corporation's long-term strategy; and

                                                                           (d)  consistently strive to achieve the Corporation's
                                                                                financial and operating goals and objectives.
-------------------------------------------------------- ----------------- ------------------------------------------------------
</TABLE>

<PAGE>
                                      C-3

<TABLE>
<CAPTION>
-------------------------------------------------------- ----------------- ------------------------------------------------------
                                                           Teck Cominco
Disclosure Requirement under Form 58-101F1                  Compliance     Comments & Discussion

-------------------------------------------------------- ----------------- ------------------------------------------------------
<S>                                                      <C>               <C>
4.  (a)  Briefly describe what measures the Board takes        Yes         The Board  has  adopted  a New  Director  Orientation
         to orient new directors  regarding the role of                    Program designed to:
         the Board,  its  committees and its directors,
         and the nature and  operation  of the issuer's                    (a)  provide  each new  director  with a baseline  of
         business.                                                              knowledge about the Corporation  that will serve
                                                                                as a basis for informed decision-making;

                                                                           (b)  tailor the program for each new director, taking
                                                                                into  account  his or her  unique mix of skills,
                                                                                experience, education, knowledge and needs; and

                                                                           (c)  deliver  information  over a  period  of time to
                                                                                minimize the likelihood of overload and maximize
                                                                                the lasting educational impact.

                                                                           The orientation  program consists of a combination of
                                                                           written  materials,  one-on-one  meetings with senior
                                                                           management,  site  visits  and  other  briefings  and
                                                                           training as appropriate.
-------------------------------------------------------- ----------------- ------------------------------------------------------
    (b)  Briefly  describe what  measures,  if any, the        Yes         The  Board   recognizes  the  importance  of  ongoing
         Board  takes to provide  continuing  education                    director  education and the need for each director to
         for  its  directors.  If the  Board  does  not                    take personal  responsibility  for this  process.  To
         provide continuing education, describe how the                    facilitate ongoing education, the Corporation:
         Board ensures that its directors  maintain the
         skill and knowledge necessary for them to meet                    (a)  is  developing  a  directors'  intranet  site to
         their obligations as directors.                                        facilitate the exchange of views and published
                                                                                information;

                                                                           (b)  encourages presentations by internal and outside
                                                                                experts to the Board or Committees on matters of
                                                                                particular import or emerging significance;

                                                                           (c)  receives   regular   briefings   on  matters  of
                                                                                particular  interest  in  advance  of  scheduled
                                                                                board meetings; and

                                                                           (d)  participates  in case  studies  conducted by the
                                                                                emerging  leaders  of  the  Corporation  on  key
                                                                                issues affecting the Corporation.
-------------------------------------------------------- ----------------- ------------------------------------------------------
5.  (a) (i)   Disclose  whether  or not the  Board  has        Yes         The Board has adopted a Code of Ethics.  The complete
              adopted a written code for its directors,                    text  of  the  Code  of  Ethics,  as  well  as  other
              officers and employees.  If the Board has                    governance  related   documents,   can  be  found  at
              adopted a written  code,  disclose  how a                    www.teck.com  and  are  available  in  print  to  any
              person or  company  may  obtain a copy of                    shareholder who requests them.
              the written code.
-------------------------------------------------------- ----------------- ------------------------------------------------------
</TABLE>

<PAGE>
                                      C-4

<TABLE>
<CAPTION>
-------------------------------------------------------- ----------------- ------------------------------------------------------
                                                           Teck Cominco
Disclosure Requirement under Form 58-101F1                  Compliance     Comments & Discussion

-------------------------------------------------------- ----------------- ------------------------------------------------------
<S>                                                      <C>               <C>
        (ii)  Describe    how   the   Board    monitors        Yes         Management  reports quarterly on the operation of the
              compliance with its code, or if the Board                    Corporation's   fraud   reporting   system   and  its
              does  not  monitor  compliance,   explain                    Whistleblower Hotline. Staff employees,  officers and
              whether  and  how  the  Board   satisfies                    directors  annually certify their compliance with the
              itself  regarding   compliance  with  its                    Code of Ethics.
              code.
-------------------------------------------------------- ----------------- ------------------------------------------------------
        (iii) If the Board has adopted a written  code,        Yes         The  Corporation  has not had  occasion  to file  any
              provide a cross-reference to any material                    such report.
              change  report filed since the  beginning
              of the issuer's most  recently  completed
              financial   year  that  pertains  to  any
              conduct  of  a  director   or   executive
              officer that constitutes a departure from
              the code.
-------------------------------------------------------- ----------------- ------------------------------------------------------
    (b)  Describe  any steps the Board  takes to ensure        Yes         Each  director  must  possess and exhibit the highest
         directors  exercise  independent  judgment  in                    degree of integrity,  professionalism  and values.  A
         considering  transactions  and  agreements  in                    director  who has a real  or  perceived  conflict  of
         respect  of  which  a  director  or  executive                    interest regarding any matter under  consideration is
         officer has a material interest.                                  required to advise the Board,  refrain from debate on
                                                                           the matter and abstain from voting on it.
-------------------------------------------------------- ----------------- ------------------------------------------------------
    (c)  Describe  any other  steps the Board  takes to        Yes         In   conjunction   with   the   introduction   of   a
         encourage  and  promote a culture  of  ethical                    Whistleblower   Hotline  in  2006,  the   Corporation
         business conduct.                                                 released  the  "Doing   What's   Right"   program  to
                                                                           reinforce  the  core  values  set out in the  Code of
                                                                           Ethics.  Those values will be continually  reinforced
                                                                           through our on-line  training  program  introduced in
                                                                           2007.
-------------------------------------------------------- ----------------- ------------------------------------------------------
</TABLE>

<PAGE>
                                      C-5

<TABLE>
<CAPTION>
-------------------------------------------------------- ----------------- ------------------------------------------------------
                                                           Teck Cominco
Disclosure Requirement under Form 58-101F1                  Compliance     Comments & Discussion

-------------------------------------------------------- ----------------- ------------------------------------------------------
<S>                                                      <C>               <C>
6.  (a)  Describe   the  process  by  which  the  Board        Yes         The Corporate  Governance  and  Nominating  Committee
         identifies    new    candidates    for   Board                    (the "CG&N  Committee") is responsible for recruiting
         nomination.                                                       and  proposing  to the full  Board new  nominees  for
                                                                           directors.  The CG&N  Committee,  in the discharge of
                                                                           its duties:

                                                                           (a)  consults  with the  Board  and  Chief  Executive
                                                                                Officer and, on an ongoing basis, identifies the
                                                                                mix of expertise and qualities  required for the
                                                                                Board;

                                                                           (b)  assesses the  attributes  new  directors  should
                                                                                have for the appropriate mix to be maintained;

                                                                           (c)  in   consultation   with  the  Board  and  Chief
                                                                                Executive  Officer  and  on  an  ongoing  basis,
                                                                                maintains a database of potential candidates;

                                                                           (d)  has implemented a procedure to identify, with as
                                                                                much advance  notice as  practicable,  impending
                                                                                Board vacancies,  so as to allow sufficient time
                                                                                for recruitment and for introduction of proposed
                                                                                nominees to the existing Board;

                                                                           (e)  develops  a   "short-list"   of  candidates  and
                                                                                arranges  for each  candidate  to meet  with the
                                                                                CG&N  Committee,  the Board  Chair and the Chief
                                                                                Executive Officer;

                                                                           (f)  recommends  to the Board,  as a whole,  proposed
                                                                                nominee(s)  and arranges for their  introduction
                                                                                to as many Board members as practicable;

                                                                           (g)  ensures that prospective candidates are informed
                                                                                of the  degree  of  energy  and  commitment  the
                                                                                Corporation expects of its directors; and

                                                                           (h)  encourages  diversity in the  composition of the
                                                                                Board.

-------------------------------------------------------- ----------------- ------------------------------------------------------
    (b)  Disclose  whether  or  not  the  Board  has  a       Yes         The  Corporation  has a standing CG&N Committee.
         nominating   committee  composed  entirely  of
         independent  directors.  If the Board does not                   Each of the  four  directors  who  comprise  the CG&N
         have a nominating  committee composed entirely                   Committee is  independent.  Please refer to "Director
         of independent directors,  describe what steps                   Independence and Other Relationships" and the "Report
         the  Board  takes to  encourage  an  objective                   on  Corporate   Governance  and  Nominating  Matters"
         nomination process.                                              sections  of  this  Management   Proxy  Circular  for
                                                                           additional information.
-------------------------------------------------------- ----------------- ------------------------------------------------------
</TABLE>

<PAGE>
                                      C-6

<TABLE>
<CAPTION>
-------------------------------------------------------- ----------------- ------------------------------------------------------
                                                           Teck Cominco
Disclosure Requirement under Form 58-101F1                  Compliance     Comments & Discussion

-------------------------------------------------------- ----------------- ------------------------------------------------------
<S>                                                      <C>               <C>
    (c)  If  the  Board  has  a  nominating  committee,        Yes         The  responsibilities,  powers and  operation  of the
         describe  the  responsibilities,   powers  and                    CG&N  Committee are set out in its Charter,  which is
         operation of the nominating committee.                            available   on   the    Corporation's    website   at
                                                                           www.teck.com. Pursuant to the CG&N Committee Charter,
                                                                           the purpose of the CG&N  Committee is to identify the
                                                                           individuals qualified to become members of the Board,
                                                                           to  recommend  to the Board  nominees for election to
                                                                           the Board at each annual meeting of  shareholders  or
                                                                           to fill vacancies on the Board and to address related
                                                                           matters.  Please  refer to the  "Report on  Corporate
                                                                           Governance  and Nominating  Matters"  section of this
                                                                           Management Proxy Circular for additional information.
-------------------------------------------------------- ----------------- ------------------------------------------------------
7.  (a)  Describe   the  process  by  which  the  Board        Yes         Director and officer  compensation  is established on
         determines the  compensation  for the issuer's                    the advice of independent consultants, with a view to
         directors and officers.                                           establishing target compensation at the median of the
                                                                           applicable  comparator  group.  Please  refer  to the
                                                                           "Compensation   Discussion   and  Analysis"  and  the
                                                                           "Director  Compensation"  sections of this Management
                                                                           Proxy Circular, as well as the response to 7(d) below
                                                                           for additional information.
-------------------------------------------------------- ----------------- ------------------------------------------------------
    (b)  Disclose  whether  or  not  the  Board  has  a        Yes         The   Corporation   has   a   standing   Compensation
         Compensation  Committee  composed  entirely of                    Committee.  Each of the four  directors  who comprise
         independent  directors.  If the Board does not                    the  Compensation  Committee is  independent.  Please
         have   a   Compensation   Committee   composed                    refer  to  the  "Director   Independence   and  Other
         entirely of  independent  directors,  describe                    Relationships"   and  "Compensation   Discussion  and
         what  steps  the  Board  takes  to  ensure  an                    Analysis"  sections of this Management Proxy Circular
         objective   process   for   determining   such                    for additional information.
         compensation.
-------------------------------------------------------- ----------------- ------------------------------------------------------
    (c)  If the  Board  has a  Compensation  Committee,        Yes         The  responsibilities,  powers and  operation  of the
         describe  the  responsibilities,   powers  and                    Compensation  Committee  are set out in its  Charter,
         operation of the Compensation Committee.                          which is  available on the  Corporation's  website at
                                                                           www.teck.com.  Pursuant to the Compensation Committee
                                                                           Charter, the purpose of the Compensation Committee is
                                                                           to carry out the Board's responsibility for:

                                                                           (a)  executive  compensation  (including  policy  and
                                                                                programs);

                                                                           (b)  Management development and succession;

                                                                           (c)  Board  compensation; and

                                                                           (d)  broadly  applicable   compensation  and  benefit
                                                                                programs.  Please  refer  to  the  "Compensation
                                                                                Discussion   and   Analysis"   section  of  this
                                                                                Management   Proxy   Circular   for   additional
                                                                                information.
-------------------------------------------------------- ----------------- ------------------------------------------------------
</TABLE>

<PAGE>
                                      C-7

<TABLE>
<CAPTION>
-------------------------------------------------------- ----------------- ------------------------------------------------------
                                                           Teck Cominco
Disclosure Requirement under Form 58-101F1                  Compliance     Comments & Discussion

-------------------------------------------------------- ----------------- ------------------------------------------------------
<S>                                                      <C>               <C>
    (d)  If a  compensation  consultant or advisor has,        Yes         In 2008, the Compensation  Committee retained the Hay
         at  any  time  since  the   beginning  of  the                    Group  to  advise  them  on the  compensation  of the
         issuer's  most  recently  completed  financial                    Chief   Executive   Officer.    Hay   Group   is   an
         year,  been retained to assist in  determining                    independent  consultant  having no other  significant
         compensation   for   any   of   the   issuer's                    consulting   relationship   with   the   Corporation.
         directors and officers,  disclose the identity                    Mercer's  has  provided  human  resources  consulting
         of  the  consultant  or  advisor  and  briefly                    services  for  the  Corporation.  Management  and the
         summarize  the  mandate  for  which  they have                    Committee  will continue to use Mercer's  survey data
         been  retained.  If the  consultant or advisor                    to  benchmark   the  salary,   bonus  and  long  term
         has been  retained  to perform  any other work                    compensation of the named executive officers.
         for the  issuer,  state that fact and  briefly
         describe the nature of the work.
-------------------------------------------------------- ----------------- ------------------------------------------------------
8.  If the Board has standing committees other than the       Yes         The Board has an Executive  Committee to enable it to
    Audit,   Compensation  and  Nominating  committees,                   react quickly to emerging issues and opportunities; a
    identify  the   committees   and   describe   their                   Pension  Committee to assist in the  oversight of the
    function.                                                             governance  and  management of its pension  plans;  a
                                                                           Reserves  Committee to provide enhanced  oversight of
                                                                           the  Corporation's  policies  and  management  of its
                                                                           mineral and oil reserves and resources; and an Safety
                                                                           and  Sustainability  Committee  to  review  corporate
                                                                           policies,  procedures and performance with respect to
                                                                           these important matters.
-------------------------------------------------------- ----------------- ------------------------------------------------------
9.  Disclose  whether or not the Board,  its committees        Yes         Each  year   Board   members   complete   a  detailed
    and  individual  directors are  regularly  assessed                    questionnaire which:
    with   respect   to   their    effectiveness    and
    contribution.    If   assessments   are   regularly                    (a)   provides for quantitative  ratings of their and
    conducted,   describe  the  process  used  for  the                          the Board's performance in key areas; and
    assessments.   If  assessments  are  not  regularly
    conducted,  describe how the Board satisfies itself                    (b)   seeks  subjective  comment  in  each  of  those
    that it, its committees,  and individual  directors                          areas.
    are performing effectively.
                                                                           The  questionnaire  is  administered by the Corporate
                                                                           Secretary  who  compiles  the  responses in a summary
                                                                           report.  The summary report and individual  responses
                                                                           are reviewed by the Lead  Director and then  reported
                                                                           to the  full  Board by the  CG&N  Committee.  Matters
                                                                           requiring  follow-up are  identified and action plans
                                                                           developed which are monitored by the CG&N Committee.
-------------------------------------------------------- ----------------- ------------------------------------------------------
</TABLE>


<PAGE>

                              TECK COMINCO LIMITED

                         PROXY - CLASS A COMMON SHARES
                           ANNUAL AND SPECIAL MEETING
                                 APRIL 22, 2009

          THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE CORPORATION

         The   undersigned   shareholder   of   TECK   COMINCO   LIMITED   (the
"Corporation")  hereby appoints Norman B. Keevil,  Chairman of the Board of the
Corporation,  or failing him, Warren S.R. Seyffert,  a director of the Board of
the  Corporation  or  failing  him,  Donald  R.  Lindsay,  President  and Chief
Executive Officer, OR ALTERNATIVELY _________________________ as proxyholder of
the  undersigned  to attend,  vote and  otherwise  act for and on behalf of the
undersigned  in  respect  of all  matters  that may come  before the Annual and
Special Meeting of  Shareholders of the Corporation  (the "Meeting") to be held
on  April  22,  2009  and  any  adjournment  thereof.  The  undersigned  hereby
acknowledges receipt of the accompanying Notice of Meeting and Management Proxy
Circular. The undersigned hereby ratifies and confirms and agrees to ratify and
confirm all that the  proxyholder  may lawfully do by virtue  hereof and hereby
revokes any proxy previously given.

         Without limiting the general authorization and power hereby given, the
proxyholder  appointed  above is hereby  authorized  to represent  and vote, as
specified below, all the shares represented by this proxy:

1.       To  elect  as  directors  all  nominees  named  in  the   accompanying
         Management Proxy Circular.

                  FOR ______________         WITHHOLD VOTE _________


2.       To appoint PricewaterhouseCoopers LLP as Auditors and to authorize the
         directors to fix the Auditors' remuneration.

                  FOR ______________         WITHHOLD VOTE _________


3.       To  approve a  special  resolution  authorizing  an  amendment  to the
         Articles  of the  Corporation  (i) to  delete  in their  entirety  the
         authorized but unissued  Preferred  Shares Series 1 and the authorized
         but  unissued  Preferred  Shares  Series  2,  and (ii) to  change  the
         Corporation's name to Teck Resources Limited/Ressources Teck Limitee.

                  FOR ______________         AGAINST _________


         IF THE PROXYHOLDER APPOINTED ABOVE IS THE NOMINEE OF MANAGEMENT OF THE
CORPORATION  AND IF THE  SHAREHOLDER  MAKES NO  CHOICE AS ABOVE  PROVIDED,  THE
SHARES  REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE MATTERS  REFERRED TO IN
EACH OF THE ITEMS.

         THE  PROXYHOLDER  APPOINTED ABOVE HAS THE AUTHORITY TO VOTE THE SHARES
REPRESENTED  BY THIS PROXY IN HIS OR HER DISCRETION IN RESPECT OF AMENDMENTS OR
VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF MEETING OR OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE MEETING.

         A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A
SHAREHOLDER)  TO ATTEND,  VOTE FOR AND ACT ON BEHALF OF THE  SHAREHOLDER AT THE
MEETING MAY DO SO BY INSERTING  SUCH PERSON'S NAME IN THE SPACE  PROVIDED ABOVE
FOR THAT PURPOSE AND STRIKING  OUT THE NAMES OF THE NOMINEES OF  MANAGEMENT  OF
THE CORPORATION.


         DATED this ______________ day of _________________, 2009.


____________________________________    _______________________________________
   Signature of Shareholder               (Number of Shares Represented)

                                                               (SEE NOTES OVER)

<PAGE>

                                     - 2 -
VOTE BY MAIL:

This proxy  should be dated and  signed by the  shareholder  or the  authorized
attorney of the shareholder, such authorization (or a notarial copy thereof) to
accompany  the proxy.  Please  sign  exactly as your name  appears on the label
below.  If undated,  this proxy will be deemed to bear the date on which it was
mailed by management to the  shareholder.  If the shareholder is a corporation,
either its  corporate  seal must be affixed or the proxy  should be signed by a
duly authorized officer or attorney of the corporation,  such authorization (or
a notarial  copy thereof) to accompany  the proxy.  Executors,  administrators,
trustees,  and the  like  should  so  indicate  when  signing  on  behalf  of a
shareholder. Where shares are held jointly, each owner must sign.

VOTE BY INTERNET:

To vote by internet,  use the internet to transmit your voting instructions and
for electronic delivery of information.  Have this form of Proxy available when
you access the  website at  WWW.EPROXYVOTING.COM/TECK.  You will be prompted to
enter your 13-digit Control Number which is located below. You may also appoint
a person other than the persons  designated  on this form of Proxy by following
the instructions provided on the website.

By  resolution  of the  directors,  proxies to be used at the  Meeting  must be
deposited  with the  Corporation's  Registrar and Transfer  Agent,  CIBC Mellon
Trust Company,  Attention: Proxy Department,  P.O. Box 721, Agincourt,  Ontario
M5A 4K9 or if by hand, 320 Bay Street, Banking Hall Level, Toronto,  Ontario or
to the Corporate Secretary of the Corporation,  at the Corporation's registered
office located at Suite 3300 - 550 Burrard Street,  Vancouver,  B.C. V6C 0B3 or
voted  by  internet  at  least 48 hours  before  the date of the  Meeting.  The
Chairman of the Meeting has the discretion to accept proxies filed less than 48
hours before the date of the Meeting.




                                                       Your  name  and  address
                                                       are shown as registered.
                                                       Please    notify    CIBC
                                                       Mellon Trust  Company of
                                                       any   change   in   your
                                                       address.

                       Control Number


<PAGE>

                              TECK COMINCO LIMITED

                   PROXY - CLASS B SUBORDINATE VOTING SHARES
                           ANNUAL AND SPECIAL MEETING
                                 APRIL 22, 2009

          THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE CORPORATION

         The   undersigned   shareholder   of   TECK   COMINCO   LIMITED   (the
"Corporation")  hereby appoints Norman B. Keevil,  Chairman of the Board of the
Corporation,  or failing him, Warren S.R. Seyffert,  a director of the Board of
the  Corporation  or  failing  him,  Donald  R.  Lindsay,  President  and Chief
Executive Officer, OR ALTERNATIVELY _________________________ as proxyholder of
the  undersigned  to attend,  vote and  otherwise  act for and on behalf of the
undersigned  in  respect  of all  matters  that may come  before the Annual and
Special Meeting of  Shareholders of the Corporation  (the "Meeting") to be held
on  April  22,  2009  and  any  adjournment  thereof.  The  undersigned  hereby
acknowledges receipt of the accompanying Notice of Meeting and Management Proxy
Circular. The undersigned hereby ratifies and confirms and agrees to ratify and
confirm all that the  proxyholder  may lawfully do by virtue  hereof and hereby
revokes any proxy previously given.

         Without limiting the general authorization and power hereby given, the
proxyholder  appointed  above is hereby  authorized  to represent  and vote, as
specified below, all the shares represented by this proxy:

1.       To  elect  as  directors  all  nominees  named  in  the   accompanying
         Management Proxy Circular.

                  FOR ______________         WITHHOLD VOTE _________


2.       To appoint PricewaterhouseCoopers LLP as Auditors and to authorize the
         directors to fix the Auditors' remuneration.

                  FOR ______________         WITHHOLD VOTE _________


3.       To  approve a  special  resolution  authorizing  an  amendment  to the
         Articles  of the  Corporation  (i) to  delete  in their  entirety  the
         authorized but unissued  Preferred  Shares Series 1 and the authorized
         but  unissued  Preferred  Shares  Series  2,  and (ii) to  change  the
         Corporation's name to Teck Resources Limited/Ressources Teck Limitee.

                  FOR ______________         AGAINST _________



         IF THE PROXYHOLDER APPOINTED ABOVE IS THE NOMINEE OF MANAGEMENT OF THE
CORPORATION  AND IF THE  SHAREHOLDER  MAKES NO  CHOICE AS ABOVE  PROVIDED,  THE
SHARES  REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE MATTERS  REFERRED TO IN
EACH OF THE ITEMS.

         THE  PROXYHOLDER  APPOINTED ABOVE HAS THE AUTHORITY TO VOTE THE SHARES
REPRESENTED  BY THIS PROXY IN HIS OR HER DISCRETION IN RESPECT OF AMENDMENTS OR
VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF MEETING OR OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE MEETING.

         A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A
SHAREHOLDER)  TO ATTEND,  VOTE FOR AND ACT ON BEHALF OF THE  SHAREHOLDER AT THE
MEETING MAY DO SO BY INSERTING  SUCH PERSON'S NAME IN THE SPACE  PROVIDED ABOVE
FOR THAT PURPOSE AND STRIKING  OUT THE NAMES OF THE NOMINEES OF  MANAGEMENT  OF
THE CORPORATION.


         DATED this ______________ day of _________________, 2009.


____________________________________    _______________________________________
   Signature of Shareholder               (Number of Shares Represented)

                                                               (SEE NOTES OVER)


<PAGE>


                                     - 2 -
VOTE BY MAIL:

This proxy  should be dated and  signed by the  shareholder  or the  authorized
attorney of the shareholder, such authorization (or a notarial copy thereof) to
accompany  the proxy.  Please  sign  exactly as your name  appears on the label
below.  If undated,  this proxy will be deemed to bear the date on which it was
mailed by management to the  shareholder.  If the shareholder is a corporation,
either its  corporate  seal must be affixed or the proxy  should be signed by a
duly authorized officer or attorney of the corporation,  such authorization (or
a notarial  copy thereof) to accompany  the proxy.  Executors,  administrators,
trustees,  and the  like  should  so  indicate  when  signing  on  behalf  of a
shareholder. Where shares are held jointly, each owner must sign.

VOTE BY INTERNET:

To vote by internet,  use the internet to transmit your voting instructions and
for electronic delivery of information.  Have this form of Proxy available when
you access the  website at  WWW.EPROXYVOTING.COM/TECK.  You will be prompted to
enter your 13-digit Control Number which is located below. You may also appoint
a person other than the persons  designated  on this form of Proxy by following
the instructions provided on the website.

By  resolution  of the  directors,  proxies to be used at the  Meeting  must be
deposited  with the  Corporation's  Registrar and Transfer  Agent,  CIBC Mellon
Trust Company,  Attention: Proxy Department,  P.O. Box 721, Agincourt,  Ontario
M5A 4K9 or if by hand, 320 Bay Street, Banking Hall Level, Toronto,  Ontario or
to the Corporate Secretary of the Corporation,  at the Corporation's registered
office located at Suite 3300 - 550 Burrard Street,  Vancouver,  B.C. V6C 0B3 or
voted  by  internet  at  least 48 hours  before  the date of the  Meeting.  The
Chairman of the Meeting has the discretion to accept proxies filed less than 48
hours before the date of the Meeting.





                                                       Your  name  and  address
                                                       are shown as registered.
                                                       Please    notify    CIBC
                                                       Mellon Trust  Company of
                                                       any   change   in   your
                                                       address.

                       Control Number


<PAGE>


         TECK COMINCO LIMITED                      REQUEST FOR FINANCIAL
                                                        STATEMENTS

Dear Shareholder:                          TO: CIBC Mellon Trust Company

As  a  non-registered  shareholder  of     Please    add   my    name   to   the
TECK COMINCO LIMITED, you are entitled     Supplemental  Mailing  List  for TECK
to  receive  our   interim   financial     COMINCO  LIMITED  and  send me  their
statements,      annual      financial     financial   statements  as  indicated
statements,  or  both.  If you wish to     below:
receive them,  please either  complete
and return this card by mail or submit     INTERIM FINANCIAL STATEMENTS      [_]
your   request   online  (see  address     ANNUAL FINANCIAL STATEMENTS       [_]
below).  Your name will then be placed
on  the   Supplemental   Mailing  List     (Please Print)
maintained  by our Transfer  Agent and
Registrar, CIBC Mellon Trust Company.      Name ______________________________

As long as you remain a non-registered     Address ___________________________
shareholder,  you  will  receive  this
card each year and will be required to     ___________________________________
renew your  request  to receive  these
financial statements.  If you have any     ___________________________________
questions about this procedure, please
contact CIBC Mellon  Trust  Company by     Postal Code/Zip Code ______________
phone  at   1-800-387-0825   or  (604)
688-4330   or  at  www.cibcmellon.com/
InvestorInquiry.

WE   ENCOURAGE   YOU  TO  SUBMIT  YOUR
REQUEST ONLINE AT WWW.CIBCMELLON.COM/
FINANCIALSTATEMENTS.
OUR COMPANY CODE NUMBER IS 7330A.

NOTE:  Do not return this card by mail
if you  have  submitted  your  request
online.


<PAGE>


    NOTICE TO REGISTERED SHAREHOLDERS REGARDING INTERIM FINANCIAL STATEMENTS
                AND CONSENT TO ELECTRONIC DELIVERY OF DOCUMENT

DEAR SHAREHOLDER,

As a registered  shareholder of Teck Cominco Limited ("Teck"),  you are entitled
to receive  our  interim  financial  statements.  If you wish to  receive  these
financial  statements,  please  complete the bottom of this notice and return to
our Transfer Agent and Registrar,  CIBC Mellon Trust Company, by facsimile, mail
or      by      submitting       your      request       electronically       at
WWW.CIBCMELLON.COM/INVESTORINQUIRY.  Your name will then be added to the mailing
list  maintained by CIBC Mellon Trust Company.  Please be assured that if you do
not elect to receive our financial  statements  you will still receive  annually
our Notice of Annual Meeting, Management Proxy Circular and a Proxy Form.

If you  elect  to  receive  either  our  annual  financial  statements,  interim
financial  statements or both your  election will be effective  until you notify
CIBC  Mellon  Trust  Company of a change to your  election.  You may change your
election with respect to the financial statements at any time by contacting CIBC
Mellon  Trust  Company at the address  noted  below.  We will send you a similar
election notice each year.

In  addition  if you wish to receive  delivery  of  certain of Teck's  corporate
documents via the Internet rather than by mail,  please check that preference on
the      bottom     of     this      notice      or     enrol      online     at
WWW.CIBCMELLON.COM/ELECTRONICDELIVERY.

FINANCIAL STATEMENTS ELECTION NOTICE

To:  CIBC Mellon Trust Company                  (PLEASE PRINT)
     PO Box 7010                                Name  __________________________
     Adelaide Street Postal Station
     Toronto, ON  M5C 2W9                       Address ________________________
     Canada
     Fax:  (416) 643-3135                       ________________________________
     ELECTRONICALLY:  WWW.CIBCMELLON.COM/
                      INVESTORINQUIRY           ________________________________

                                                Postal/Zip Code ________________
I wish to receive interim financial
statements of Teck Cominco Limited:             Country  _______________________

                                                Email Address __________________


I understand  that this  election  notice will be effective  until I notify CIBC
Mellon  Trust  Company  of a change  in my  election  and that I may  change  my
election  at any time by  contacting  CIBC Mellon  Trust  Company at the address
noted above.

CHECK ONE:

   [_]   By Mail
   [_]   By electronic  delivery.  I have read and  understood the terms of this
         Consent set forth on the  reverse  side of this notice and I consent to
         the  electronic  delivery of the  Documents  indicated in Item 1 on the
         reverse side of this notice.

                                                              (See Reverse Side)


<PAGE>


           TERMS AND CONDITIONS FOR ELECTRONIC DELIVERY OF DOCUMENTS

TECK COMINCO  LIMITED  ("Teck") has implemented an electronic  delivery  program
under  which you,  as a  shareholder,  would be  notified  that  Teck's  interim
financial statements, annual report and other corporate information is available
on the Teck's website at www.teck.com.

If you  consent  to  electronic  delivery,  a  notification  will be sent to you
confirming when Teck has implemented its electronic delivery program.

With your consent,  Teck will be able to make the  information  available to you
electronically instead of sending you the information by mail. To enable Teck to
provide  increased  convenience to  shareholders,  benefit the  environment  and
reduce  costs,  Teck  encourages  its  shareholders  to  take  advantage  of the
electronic  delivery  program.  If you  would  like  to take  advantage  of this
electronic delivery program, you must complete the consent form below and return
it to our transfer agent,  CIBC Mellon Trust Company by fax 416-643-5501 or mail
to CIBC Mellon Trust Company,  P.O. Box 7010,  Adelaide  Street Postal  Station,
Toronto,  Ontario, Canada, M5C 2W9. Teck encourages you to read the consent form
carefully so that you  understand the terms under which  electronic  delivery is
made. If you would like to continue  receiving these  documents by mail,  simply
complete the enclosed  Supplemental  Mail List Return Card and return it to CIBC
Mellon Trust Company. You do not have to complete the consent form below.

TO:  TECK COMINCO LIMITED

1. I consent to receiving all  documents to which I am entitled,  electronically
   rather than by mail. I understand that the documents I am entitled to receive
   may include:

     >    Teck's Interim Financial Report
     >    Teck's Annual Report (including Annual Financial Statements and MD&A)
     >    Notice of Teck's  Annual  or  Special  Meeting  of  Shareholders  and
          related Management Proxy Circular
     >    Teck's Supplemental Mailing List Return Card

2. I  understand  and agree that Teck will notify me when a document  which I am
   entitled to receive is available on their website  www.teck.com once Teck has
   filed the documents with  securities  regulators.  I agree that  notification
   will be sent to me at my e-mail address set out below or in such other manner
   as Teck may determine.

3. I  acknowledge  that  access to  Internet  e-mail  and the world  wide web is
   required for me to access a document electronically and I confirm that I have
   such access.

4. I understand and agree that:

     >    Any e-mail  notice or other  notification  will not contain an actual
          document
     >    Any  e-mail  notice or other  notification  will  contain  Teck's web
          address (or a hyperlink)  identifying  where a document is located by
          entering Teck's web address into my web browser, I can access,  view,
          download, and print a document from my computer
     >    The system  requirements  to view and  download  a  document  will be
          specified  in  Teck's  website;   currently  a  document  distributed
          electronically  will be in Adobe's Portable Document Format (PDF) the
          Adobe Acrobat  Reader  software is required to view a document in PDF
          format  and is  available  free of charge  from  Adobe's  web site at
          www.adobe.com

5. I  understand  that I may request a paper copy of a document for which I have
   consented to electronic  delivery by: calling Teck at  604-699-4000;  sending
   Teck a fax at  604-699-4729;  sending Teck an e-mail to  info@teck.com  or by
   sending a request in writing by mail to Teck  Cominco  Limited,  Suite 3300 -
   550 Burrard Street, Vancouver, B.C., V6C 0B3.

6.   I understand and agree that:

     >    At any time and without giving me advance notice,  Teck may elect not
          to send me a document  electronically,  in which case a paper copy of
          the document will be mailed to me
     >    If a  document  intended  to be  sent  to me  electronically  is  not
          available electronically, a paper copy of the document will be mailed
          to me, and
     >    If my e-mail  address  is found to be  invalid,  a paper  copy of the
          document will be mailed to me.

7. I understand that Teck will maintain,  on its website,  any document sent to
   me  electronically,  for  at  least 6 months from the date of posting to the
   website.

8. I understand  that I may revoke or modify my consent and that I may change my
   e-mail  address  to which  documents  are  delivered  to me, at any time,  by
   notifying  Teck  by  telephone:   604-699-4000,  fax:  604-699-4729,   email:
   info@teck.com or mail: Suite 3300 - 550 Burrard Street, Vancouver,  B.C., V6C
   0B3. I understand  that if I change my e-mail  address or revoke or modify my
   consent, I must notify Teck and they must actually receive and acknowledge my
   notification for my request to be effective.

9. I understand that I am not required to consent to electronic delivery.

I am a security holder of Teck Cominco  Limited.  I have read and understand the
terms of this "Consent to Electronic  Delivery of Documents"  form and, on those
terms,  I consent to the  electronic  delivery of the documents I am entitled to
receive.


<PAGE>

                       NOTICE TO BENEFICIAL SHAREHOLDERS
                     REGARDING QUARTERLY AND ANNUAL REPORTS
                 AND CONSENT TO ELECTRONIC DELIVERY OF DOCUMENT

DEAR SHAREHOLDER,

As a  non-registered  shareholder  of Teck Cominco  Limited  ("Teck"),  you are
entitled  to  receive  our  annual  financial  statements,   interim  financial
statements or both. If you wish to receive these financial  statements,  please
either  complete and return this notice by mail or submit your  request  online
(see address below). Your name will then be placed on the Supplemental  Mailing
List maintained by our Transfer Agent and Registrar, CIBC Mellon Trust Company.

As long as you remain a non-registered shareholder, your will receive this card
each year and will be required to renew your request to receive these financial
statements. If you have an questions about this procedure,  please contact CIBC
Mellon  Trust  Company  by phone at  1-800-387-0825  or  (416)  643-5500  or at
WWW.CIBCMELLON.COM/INVESTORINQUIRY.

We  encourage  you  to  submit  your  request  online  at   WWW.CIBCMELLON.COM/
FINANCIALSTATEMENTS. Our Company code number is 7330A

FINANCIAL STATEMENTS ELECTION NOTICE

To:  CIBC Mellon Trust Company                  (PLEASE PRINT)
     PO Box 7010                                Name  __________________________
     Adelaide Street Postal Station
     Toronto, ON  M5C 2W9                       Address ________________________
     Canada
     Fax:  (416) 643-3135                       ________________________________
     ELECTRONICALLY:  WWW.CIBCMELLON.COM/
                      INVESTORINQUIRY           ________________________________

                                                Postal/Zip Code ________________
Please add my name to the  Supplemental
Mailing List for Teck Cominco  Limited          Country ________________________
and send me their financial statements
As indicated below:                             Email Address __________________

   [_]   Annual Financial Statements            ________________________________
   [_]   Interim Financial Statements


CHECK ONE:

   [_]   By Mail
   [_]   By electronic  delivery.  I have read and understood the terms of this
         Consent set forth on the reverse  side of this notice and I consent to
         the  electronic  delivery of the Documents  indicated in Item 1 on the
         reverse side of this notice.

                                                              (See Reverse Side)


<PAGE>


           TERMS AND CONDITIONS FOR ELECTRONIC DELIVERY OF DOCUMENTS

TECK COMINCO LIMITED ( "Teck") has implemented an electronic  delivery  program
under  which you, as a  shareholder,  would be  notified  that  Teck's  interim
financial  statements,   annual  report  and  other  corporate  information  is
available on Teck's website at www.teck.com.

If you  consent to  electronic  delivery,  a  notification  will be sent to you
confirming when Teck has implemented its electronic delivery program.

With your consent,  Teck will be able to make the information  available to you
electronically  instead of sending you the  information by mail. To enable Teck
to provide increased  convenience to shareholders,  benefit the environment and
reduce  costs,  Teck  encourages  its  shareholders  to take  advantage  of the
electronic  delivery  program.  If you  would  like to take  advantage  of this
electronic  delivery  program,  you must  complete  the consent  form below and
return it to our transfer agent,  CIBC Mellon Trust Company by fax 416-643-5501
or mail to CIBC Mellon Trust  Company,  P.O. Box 7010,  Adelaide  Street Postal
Station,  Toronto,  Ontario,  Canada,  M5C 2W9. Teck encourages you to read the
consent form carefully so that you understand the terms under which  electronic
delivery is made. If you would like to continue  receiving  these  documents by
mail,  simply  complete  the  enclosed  Supplemental  Mail List Return Card and
return it to CIBC Mellon Trust Company. You do not have to complete the consent
form below.

TO:  TECK COMINCO LIMITED

1. I consent to receiving all documents to which I am entitled,  electronically
   rather  than by mail.  I  understand  that the  documents  I am  entitled to
   receive may include:

     >    Teck's Interim Financial Reports
     >    Teck's Annual Report (including Annual Financial Statements and MD&A)
     >    Notice of Teck's Annual or Special Meeting of Shareholders and related
          Management Proxy Circular
     >    Teck's Supplemental Mailing List Return Card

2. I understand  and agree that Teck will notify me when a document  which I am
   entitled to receive is available on their website www.teck.com once Teck has
   filed the documents with securities  regulators.  I agree that  notification
   will be sent to me at my  e-mail  address  set out  below  or in such  other
   manner as Teck may determine.

3. I  acknowledge  that  access to  Internet  e-mail  and the world wide web is
   required  for me to access a document  electronically  and I confirm  that I
   have such access.

4. I understand and agree that:

     >    Any e-mail  notice or other  notification  will not contain an actual
          document
     >    Any  e-mail  notice or other  notification  will  contain  Teck's web
          address (or a hyperlink)  identifying  where a document is located by
          entering Teck's web address into my web browser, I can access,  view,
          download, and print a document from my computer
     >    The system  requirements  to view and  download  a  document  will be
          specified  in  Teck's  website;   currently  a  document  distributed
          electronically  will be in Adobe's Portable Document Format (PDF) the
          Adobe Acrobat  Reader  software is required to view a document in PDF
          format  and is  available  free of charge  from  Adobe's  web site at
          www.adobe.com

5. I understand  that I may request a paper copy of a document for which I have
   consented to electronic  delivery by: calling Teck at 604-699-4000;  sending
   Teck a fax at  604-699-4729;  sending Teck an e-mail to  info@teck.com or by
   sending a request in writing by mail to Teck Cominco Limited, Suite 3300-550
   Burrard Street, Vancouver, B.C., V6C 0B3.

6. I understand and agree that:

     >    At any time and without giving me advance notice,  Teck may elect not
          to send me a document  electronically,  in which case a paper copy of
          the document will be mailed to me
     >    If a  document  intended  to be  sent  to me  electronically  is  not
          available electronically, a paper copy of the document will be mailed
          to me, and
     >    If my e-mail  address  is found to be  invalid,  a paper  copy of the
          document will be mailed to me.

7. I understand that Teck will maintain,  on its website,  any document sent to
   me  electronically,  for at least 6 months  from the date of  posting to the
   website.

8. I understand that I may revoke or modify my consent and that I may change my
   e-mail  address to which  documents  are  delivered  to me, at any time,  by
   notifying  Teck  by  telephone:   604-699-4000,  fax:  604-699-4729,  email:
   info@teck.com or mail: Suite 3300 - 550 Burrard Street, Vancouver, B.C., V6C
   0B3. I understand  that if I change my e-mail address or revoke or modify my
   consent,  I must notify Teck and they must actually  receive and acknowledge
   my notification for my request to be effective.

9. I understand that I am not required to consent to electronic delivery.

I am a security holder of Teck Cominco Limited.  I have read and understand the
terms of this "Consent to Electronic  Delivery of Documents" form and, on those
terms, I consent to the  electronic  delivery of the documents I am entitled to
receive.

</TEXT>
</DOCUMENT>
