Code of Ethics

The Trustees of Great Northern Iron Ore Properties (Trust) have always required their Employees and themselves (collectively referred to as Personnel) to maintain high ethical standards. To assist all Personnel with this duty, the following policies were prepared to offer Trust Personnel guidance in their business affairs. All Personnel will be required to read, understand and comply with said policies, including a written affirmation thereto.

Employment:

The Trust is committed to hiring and compensating Employees fairly, based on qualifications. All Employees are entitled to respect, to be evaluated at least annually and to work free from harassment or unreasonable solicitation. The Trustees will strive to achieve and maintain this positive work environment.

Conflicts of Interest:

Involvement in any business activity which conflicts with, or gives the appearance of conflicting with, the business activities of the Trust, or misuses the Trust’s resources, good name or reputation, may be considered a conflict of interest. Conflicts of interest also arise when any Personnel receive benefits personal in nature (loans, guarantees, etc.) as a result of their position or function within the Trust. Any such conflict by an Employee should be communicated to and/or approved by a Trustee (beginning first with the President of the Trustees if available) and, if a conflict arises by a Trustee, it should be communicated to and/or approved by another Trustee.

Internal Controls:

The internal controls of the Trust are set forth in an Internal Control Assessment Summary. These controls are designed to prevent misappropriation of funds, balance the interests of the certificate holders and reversioner with impartiality, maintain accounting propriety (checks & balances), provide a reporting hierarchy, maintain confidentiality, assess results, prepare and approve lease/license agreements and other pertinent matters. All Personnel are expected to adhere to the established internal controls of the Trust. Willful circumvention or any violation of the Trust’s internal controls should be promptly communicated to the President of the Trustees and an Audit Committee member (any Trustee other than the President).

Confidential Information:

Confidential information includes such matters as lease terms, royalty rates, financial estimates, tonnage estimates and financial reports, though this list is not meant to be all-inclusive. Generally all information, unless already made public, should be treated as confidential. Disclosing any confidential information is strictly prohibited unless confidentiality agreements are secured and approved by the Trustees. Furthermore, any such action may violate Federal securities laws, jeopardize our lessee relationships or assist a competitor of the Trust.

Protection and proper use of Trust assets:

All Personnel should protect the Trust’s assets and ensure their efficient use. Theft, carelessness and waste will not be tolerated. All Trust assets should be used for legitimate business purposes. Anything to the contrary should be promptly communicated to a superior or a Trustee.

Ownership of Great Northern Iron Ore Properties Certificates of Beneficial Interest (shares):

Ownership of Trust shares is strictly prohibited. This includes owning the shares as of record, in street name, beneficially or through an immediate family member. Because Trust Personnel are privy to so much financial information, the Trust has taken the position for years that Personnel should not invest in shares of Great Northern Iron Ore Properties. Furthermore, given the thin volume of trading and sometimes volatile nature of the stock price, the Trust needs to be able to affirmatively inform the New York Stock Exchange and Securities & Exchange Commission, upon inquiry, that no Personnel own any Great Northern Iron Ore Properties shares. This eliminates numerous possible follow-up questions when this affirmation can be made.

Compliance with Laws and Regulations (including insider trading laws):

All Personnel must comply with the letter and spirit of the laws and regulations that govern them, whether they are Federal laws, State laws or any other governing laws, rules, regulations or documents, including applicable tax code governing the Trust. This also includes compliance with the provisions of the Trust Agreement, as modified by Court Orders. Insider trading is both unethical and illegal. It is each person’s responsibility to be certain that they and the Trust are acting legally as to those activities for which they are responsible.

Political Contributions and Charitable Contributions:

The laws governing political contributions vary by State; however, these laws are very strict and carry serious penalties. Accordingly, the Trust will not make any political contributions, reimburse Personnel for doing so or authorize Personnel to be solicited for political contributions. Similarly, the Trust will not make any charitable contributions, reimburse Personnel for doing so or authorize Personnel to be solicited for charitable contributions. Because the Trust is entrusted with monies belonging to the certificate holders, the Trust is not in a position to give such monies away. In addition, with the District Court approving all transactions of the Trust annually, the Trust would be required to justify to the Court why a contribution was made on behalf of a political or charitable cause. Accordingly, the Trust has taken the position that no political or charitable contributions on behalf of the Trust will be made.

Gifts and Entertainment:

Gifts and entertainment of nominal value that are a part of the normal business process are acceptable. Any gift or offer of entertainment that could be interpreted as an attempt to influence business judgment should be rejected. A cash gift of any amount from a supplier, customer, lessee, vendor or other business associate is never acceptable.

Safety and Health:

Particularly because of the mining nature of the business, which requires frequent field inspections by Hibbing Employees and other Personnel on occasion, the Trust has previously adopted a Safety and Health Policy. This Policy is applicable to all Employees of the Trust. All Employees are required to read and understand this Safety and Health Policy and to affirm in writing that they will comply with said rules. Each Employee’s Safety and Health Policy written affirmation is filed in their respective payroll (personnel) file.

Doubtful Situations:

If as an Employee one faces a troublesome situation or one is in doubt about what to do, the matter should be discussed with one's superior or a Trustee. If as a Trustee one faces a troublesome situation or one is in doubt about what to do, the matter should be discussed with another Trustee. The Trustees may also petition the District Court for instructions, as they deem necessary.

Violation of the Code of Ethics:

In the event that any Employee becomes aware of a violation of the Trust’s Code of Ethics, said violation should be brought to the attention of their superior or a Trustee. In the event that any Trustee becomes aware of a violation of the Trust’s Code of Ethics, said violation should be brought to the attention of another Trustee.

Violation of Your Rights as an Employee:

In the event that any Employee believes his or her rights have been violated, they should first communicate their complaint to their superior. If the matter is not resolved, the Employee should report the matter to any one of the Trustees (beginning first with the President of the Trustees if appropriate). The Trustees are charged with the duty to resolve the matter, as they deem appropriate.

Reporting of Accounting and Financial Reporting Concerns:

To the extent that any Personnel become aware of an accounting or financial reporting impropriety, they should promptly communicate their complaint to any member of the Audit Committee and, if appropriate, the President of the Trustees. The Audit Committee is ultimately charged with the duty of resolving the matter, as they deem appropriate.

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Please note that there have been no waivers or amendments to the above Code of Ethics for the Trust of Great Northern Iron Ore Properties since it was adopted in 2002.