##### 



Execution CopyExhibit 10(g) RESTATED AND AMENDED
CANPOTEX PRODUCER AGREEMENT AMENDING AGREEMENT
(PRODUCTIVE CAPACITY/EXPANSIONS/DISASTERS) THIS RESTATED AND AMENDED AGREEMENTmade as of the Effective Date. BETWEEN AND AMONG: CANPOTEX LIMITED(Canpotex)OF THE FIRST PART- and -AGRIUM INC.(Agrium)- and -
    
    OF THE SECOND PARTIMC CANADA ULC, successor to IMC Canada Ltd.(Kalium)OF THE THIRD PART- and -IMC POTASH COLONSAY ULC(IMC ULC)OF THE FOURTH PART- and -IMC ESTERHAZY CANADA LIMITED PARTNERSHIP,a limited
partnership by its General Partner, INTERNATIONAL MINERALS &
CHEMICAL (CANADA) GLOBAL LIMITED(IMC LP)OF THE FIFTH PART(Kalium, IMC ULC and IMC LP being collectively referred to as the IMC
Group)- and -POTASH CORPORATION OF SASKATCHEWAN INC.(PCS)OF THE SIXTH PART(each of the above Parties other than Canpotex being also hereinafter
referred to individually as a Producer or collectively as the
Producers)
 WHEREAS:  1.
    
    Canpotex has entered into with each of the Producers, or their
predecessors, other than IMC ULC, a Producer Agreement, as amended from
time to time, including without




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limitation, the 1999 Amending Agreement (individually a Producer
Agreement and collectively, the Producer Agreements);2.
    
    After the Effective Date but before the execution hereof, IMC Canada Ltd.
was party to an amalgamation and the amalgamated corporation is IMC Canada
ULC, which is a party hereto as successor to IMC Canada Ltd.; and3.
    
    The Parties wish to restate and further amend the 1999 Amending Agreement
on the terms and subject to the conditions hereinafter contained. NOW THEREFORE THIS AGREEMENT WITNESSETHthat in consideration of the premises,
the covenants and agreements hereinafter contained and other good and valuable
consideration paid by each of the parties to the others, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby covenant and
agree as follows:  1.00
    
    DEFINITIONS1.01
    
    Except as specifically defined in this Restated and Amended Agreement or
as required by the context hereof, words and phrases capitalized herein
and the term potash shall have the meanings given to them in the
Producer Agreements.1.02
    
    In this Restated and Amended Agreement, including the premises and
preamble hereof:  (a)
    
    Additional Suspension Period means a two year period
immediately following the last day of a Suspension Period;(b)
    
    Affected Producer means a Producer that has had one or more
of its Mines affected by a Disaster or affected by an event or series
of related events that any Producer reasonably believes has caused a
Disaster at the first mentioned Producers Mine;(c)
    
    Aggregate Productive Capacity means the aggregate Individual
Productive Capacity from time to time of the Mine or Mines, as the
case may be, of each of the Producers. It is acknowledged and agreed
that as of July 1, 2002, the Aggregate Productive Capacity of the IMC
Group as stated below and for all purposes hereof, including for
determining the Basic Entitlement of the IMC Group, is 464,536
Product Tonnes per annum less than would be the case by aggregating
the Individual Productive Capacities of the IMC Group Mines contained
in subsection 1.02(m) hereof. This results from there having been
completed in 2002 a Post-Expansion Audit Amount for the IMC Colonsay
Mine which was 464,536 Product Tonnes per annum greater than the then
current Individual Productive Capacity of that Mine, in connection
with a proposed Major Expansion that did not result in an increase to
the Aggregate Productive Capacity of the IMC Group. Accordingly, as
of July 1, 2002, the Aggregate Productive Capacities of the Producers
are as follows: Agrium
    
    
    
    1,741,000 Product Tonnes per annumIMC Group
    
    
    
    6,992,600 Product Tonnes per annumPCS
    
    
    
    10,333,500 Product Tonnes per annum
  (d)
    
    Basic Entitlement of a Producer means that percentage that
each Producers Aggregate Productive Capacity bears to the total
Aggregate Productive Capacities Page 2




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of all Producers multiplied by the total forecast sales of potash, on
a Grade Pool-by-Grade Pool basis, by Canpotex for each fiscal year;(e)
    
    Board of Directors means the board of directors of Canpotex;(f)
    
    Canpotex Auditors means the external auditors of Canpotex
from time to time which, as at the Effective Date, are Deloitte &
Touche LLP;(g)
    
    Date of Commencement of Major Expansion means the date
specified in a Notice of Expansion determined by a Producer as being
the date of commencement of a Major Expansion;(h)
    
    Dedicated Capital means an amount not less than US
$25,000,000 expended in respect of an existing Mine and allocated and
committed on a permanent basis for capital improvements of an
enduring nature designed to increase its Individual Productive
Capacity, including equipment upgrades and modifications necessitated
in connection therewith. For greater certainty, there shall be
excluded from Dedicated Capital:  all expenditures, regardless of (i) the amount thereof (either
alone or in the aggregate), (ii) the time period over which such
expenditures are made, and (iii) whether such expenditures are
made on a one-time or on a recurring basis, that are made for
maintenance, repairs or equipment upgrades and modifications
(other than equipment upgrades and modifications referred to in
the first sentence of this definition) and similar costs or other
expenses for minor improvements, de-bottlenecking or adjustments
to sustain, improve or increase the Individual Productive
Capacity of that Mine on a limited basis;  (i)
    
    Dedicated Capital Documentation means all construction
contracts, purchase orders, change orders, invoices, receipts,
agreements, cancelled cheques, ledgers, statements and any other
documents, instruments, information or materials which support or
provide evidence of the expenditure of the applicable Dedicated
Capital;(j)
    
    Disaster means any event or series of related events
occurring with respect to a Mine that has or have the effect of
reducing the productive capacity of such Mine by an amount equal to
at least 50% of the Pre-Disaster Audit Amount of such Mine;(k)
    
    Effective Date means 12:01 a.m. (Saskatchewan time) on July
1, 2002;(l)
    
    Expansion Time Frame means a period of time of continuous
duration of no more than thirty-six (36) months from the Date of
Commencement of the Major Expansion;(m)
    
    Expansion Time Frame Documentation means all documentation,
information, engineers or architects inspection or completion
certificates including, without limitation, Dedicated Capital
Documentation, which support or provide evidence as to the
commencement and completion of the applicable Expansion Time Frame;(n)
    
    Individual Productive Capacity means the individual
productive capacity from time to time of a Mine, of each of the
Producers, expressed as a number of Product Tonnes per annum. The
Individual Productive Capacity of a Mine shall be adjusted as
necessary to take into account any Productive Capacity Change of the
Mine. If at any time there is completed a calculation of a
Post-Expansion Audit Amount or a Page 3




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Post-Plan Audit Amount in respect of a Mine which is greater than the
then current Individual Productive Capacity of the Mine, the
Individual Productive Capacity of the Mine shall be adjusted upward
so that it equals such Post-Expansion Audit Amount or Post-Plan Audit
Amount, regardless of whether the proposed Major Expansion or Plan
results in an increase to the Aggregate Productive Capacity of the
applicable Producer. As of the Effective Date, the Individual
Productive Capacity of each of the Mines is as follows: Agrium Vanscoy
    
    1,741,000 Product Tonnes per annumIMC Belle Plaine
    
    2,761,800 Product Tonnes per annumIMC Colonsay
    
    1,814,036 Product Tonnes per annumIMC Esterhazy (K1 and K2)
    
    2,881,300 Product Tonnes per annumPCS Allan
    
    1,582,000 Product Tonnes per annumPCS Cory
    
    1,372,000 Product Tonnes per annumPCS Esterhazy (K1 and K2)
    
    960,400 Product Tonnes per annumPCS Lanigan
    
    3,452,500 Product Tonnes per annumPCS Patience Lake
    
    1,049,600 Product Tonnes per annumPCS Rocanville
    
    1,917,000 Product Tonnes per annum
  (o)
    
    Major Expansion means any dedicated capital expansion
undertaken by a Producer of an existing Mine, occurring after the
Effective Date, provided that such expansion shall:  (i)
    
    involve the expenditure of the Dedicated Capital;(ii)
    
    be completed within an Expansion Time Frame;(iii)
    
    be of continuous duration and not be staged; and(iv)
    
    result in an Individual Productive Capacity of such
Mine of at least 200,000 Product Tonnes more than the greater of
(a) the Individual Productive Capacity of the existing Mine, and
(b) the Pre-Expansion Audit Amount of the existing Mine;  (p)
    
    Mine means a single potash mine and mill situated in
Saskatchewan of a Producer and Mines means more than one Mine; for
greater certainty, it is acknowledged that, for the purposes of this
Agreement, IMC LPs facilities located near Esterhazy, Saskatchewan,
made up of K1 and K2 with a total Aggregate Productive Capacity of
3,841,700 Product Tonnes per annum shared by IMC LP as to an
Individual Productive Capacity of 2,881,300 Product Tonnes per annum
and by PCS as to an Individual Productive Capacity of 960,400 Product
Tonnes per annum, shall be treated as one Mine;(q)
    
    Notice of Expansion means a notice provided for in Section
5.01 hereof which shall be delivered in accordance with Section 13.01
hereof and which shall be delivered not more than 90 days and not
less than 30 days before the Date of Commencement of the Major
Expansion, which notice shall also state the date such Major
Expansion shall commence;(r)
    
    Operating Days with respect to a Mine means days that the
Mine is operational and producing potash of any grade. If the
production schedule at a Mine is 10 days of production followed by 4
days of non-production for maintenance and other Page 4




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purposes, then only the 10 days of production would be considered as
Operating Days for purposes hereof; accordingly, with such a
production schedule, for purposes of this Agreement 90 Operating Days
at a Mine would be achieved after 9 consecutive 10 and 4 cycles, and
180 Operating Days would be achieved after 18 consecutive 10 and 4
cycles. Regardless of the production schedule used at a Mine,
non-production days for maintenance or other purposes will not be
considered Operating Days for purposes hereof, provided that in the
case of a Mine, other than a Solution Mine, operating on a continuous
production schedule, any 90 Operating Day period must be completed
within 122 days from and including the first Operating Day of such
period, and provided further that in the case of a Solution Mine
operating on a continuous production schedule, any 180 Operating Day
period must be completed within 248 days from and including the first
Operating Day of such period;(s)
    
    Operating Plan and Budget means the annual operating plan and
budget of Canpotex prepared by Canpotex management and approved by
the Board of Directors;(t)
    
    Operating Results means the operating results of a Producers
Mine as set out in its monthly production reports;(u)
    
    Plan means a written plan submitted by or on behalf of an
Affected Producer to Canpotex and the remaining Producers and
certified by or on behalf of such Affected Producer as being a plan
which it intends to begin to implement within 180 days and which when
fully implemented will reasonably be likely to (i) restore to at
least the Pre-Disaster Audit Amount the productive capacity of a Mine
affected by a Disaster, or (ii) increase the productive capacity of
another Mine of the Affected Producer by an amount equal to at least
the difference between the Pre-Disaster Audit Amount and the
Post-Disaster Audit Amount of the affected Mine;(v)
    
    Post-Disaster Audit Amount means the productive capacity of a
Mine as verified by the Canpotex Auditors following the occurrence of
a Disaster affecting such Mine and before the implementation of any
Plan, based on the Operating Results of such Mine for a demonstration
period of 90 Operating Days, or 180 Operating Days in the case of a
Solution Mine, chosen by the Affected Producer and based on 350
Operating Days per year; provided that the production schedule
employed during such demonstration period must be the same as that
employed at such Mine immediately prior to the occurrence of the
Disaster;(w)
    
    Post-Expansion Audit Amount in the context of a Major
Expansion means the productive capacity of the expanded Mine as
verified by the Canpotex Auditors and based on the Operating Results
of such Mine for a demonstration period of 90 Operating Days, or 180
Operating Days in the case of a Solution Mine, chosen by the
applicable Producer, and based on 350 Operating Days per year;(x)
    
    Post-Plan Audit Amount in the context of a Disaster means the
productive capacity of the affected Mine following full
implementation of the applicable Plan, as verified by the Canpotex
Auditors and based on the Operating Results of such Mine for a
demonstration period of 90 Operating Days, or 180 Operating Days in
the case of a Solution Mine, chosen by the Affected Producer and
based on 350 Operating Days per year; Page 5




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(y)
    
    Pre-Disaster Audit Amount means, in respect of a Mine that
has been affected by an event or series of related events that any
Producer reasonably believes has caused a Disaster, the productive
capacity of the Mine as verified by the Canpotex auditors and based
on the Operating Results of such Mine for the 90 Operating Day
period, or 180 Operating Day period in the case of a Solution Mine,
with the highest cumulative production within the one year period
immediately preceding the commencement of the Disaster, based on 350
Operating Days per year;(z)
    
    Pre-Expansion Audit Amount in the context of a Major
Expansion means the productive capacity of such Mine as verified by
the Canpotex Auditors and based on the Operating Results of such Mine
for the 90 Operating Day period, or 180 Operating Day period in the
case of a Solution Mine, with the highest cumulative production
within the one year period immediately preceding the applicable
Notice of Expansion, based on 350 Operating Days per year;(aa)
    
    Product Tonne means a ton of potash of any grade but
expressed for purposes of this Restated and Amended Agreement as KCL;
for greater certainty, ton for purposes hereof, as defined in the
Producer Agreements, means a metric tonne which equals 1,000
kilograms;(bb)
    
    Productive Capacity Change means the difference between the
Pre-Expansion Audit Amount or the Individual Productive Capacity,
whichever amount is greater, and the Post-Expansion Audit Amount or
the difference between the Pre-Disaster Audit Amount or the
Individual Productive Capacity, whichever amount is greater, and the
Post-Plan Audit Amount, for a Mine;(cc)
    
    Restated and Amended Agreement means this restated and
amended agreement, including the premises and preamble, and any
schedules hereof;(dd)
    
    Solution Mine means a Mine that utilizes a dissolution method
to extract potash from an underground ore body and that uses one or
more crystallization ponds as part of the potash production process;(ee)
    
    Suspension Period means the three year period immediately
following the occurrence of a Disaster; and(ff)
    
    1999 Amending Agreement means the Canpotex Producer Agreement
Amending Agreement (Productive Capacity Expansions/Disasters) made
effective as of January 1, 1999, between and among the parties hereto
or their predecessors.  1.03
    
    For purposes of this Restated and Amended Agreement, a Disaster will be
deemed to:  (a)
    
    have commenced on the date of the occurrence of the event or
the first of the series of related events that has or have caused the
Disaster; and(b)
    
    have occurred on the date that the productive capacity of the
affected Mine is in fact reduced by an amount equal to at least 50%
of its Pre-Disaster Audit Amount.  1.04
    
    It is acknowledged that IMC ULC is not a party to a Producer Agreement
with Canpotex, and that potash produced by IMC ULC at its Mine near
Colonsay, Saskatchewan is sold by IMC ULC to Canpotex pursuant to the
Producer Agreement between Kalium and Canpotex. Accordingly, for purposes
hereof Kalium and IMC ULC are considered collectively as one entity, and
Producer in reference to Kalium shall include both Kalium Page 6




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and IMC ULC unless the context otherwise requires.
IMC ULC has entered into this Agreement in order to
confirm these matters and to evidence its consent
and agreement to be bound hereby.2.00
    
    PRIORITY OF THIS AGREEMENT2.01
    
    The provisions of this Restated and Amended Agreement shall amend the
Producer Agreements and wherever there is a conflict between the
provisions of this Restated and Amended Agreement and the provisions of
the Producer Agreements, the provisions of this Restated and Amended
Agreement shall apply. In all other respects, the provisions of the
Producer Agreements as amended are hereby confirmed and shall remain in
full force and effect.3.00
    
    RIGHTS OF PARTIES3.01
    
    All rights and obligations of the parties pertaining to the subject
matter of this Restated and Amended Agreement which arose or accrued from
and after 12:01 a.m. (Saskatchewan time) on January 1, 1999 to and
including June 30, 2002 shall be governed by and subject to the terms of
the 1999 Amending Agreement.4.00
    
    BASIC ENTITLEMENTS AND AGGREGATE PRODUCTIVE CAPACITIES4.01
    
    Prior to December 1st in each year, Canpotex management shall deliver to
the Board of Directors the Operating Plan and Budget for the immediately
following fiscal year which shall include a schedule setting out the Basic
Entitlement of each Producer to supply potash, Grade Pool by Grade Pool,
for export by Canpotex for that fiscal year to which such Operating Plan
and Budget applies. Only one aggregate Basic Entitlement will be included
in such schedule for the IMC Group.4.02
    
    For the fiscal year beginning January 1, 2002, and for each fiscal year
thereafter, the Basic Entitlement of a Producer to supply potash to
Canpotex for export, Grade Pool by Grade Pool, and for establishing the
quantities of potash to be purchased by Canpotex from a Producer,
including any Producer that becomes a party hereto after the Effective
Date, shall be as determined in accordance with the applicable Producer
Agreement as amended by this Restated and Amended Agreement.4.03
    
    For greater certainty, commencing on July 1, 2002, and continuing
thereafter until changed pursuant to the terms and provisions hereof, the
Aggregate Productive Capacities of the Producers shall be the Aggregate
Productive Capacities specified in paragraph 1.02(c) hereof and the
Individual Productive Capacities of the Mines of the Producers shall be
the Individual Productive Capacities specified in paragraph 1.02(m)
hereof.4.04
    
    It is acknowledged that the Aggregate Productive Capacity of the IMC
Group is the aggregate of the productive capacities of Kalium, IMC ULC and
IMC LP. It is further acknowledged that Canpotex shall at all times be
entitled to treat the collective productive capacities of Kalium, IMC ULC
and IMC LP as one Aggregate Productive Capacity for purposes hereof and
that it shall be the responsibility of the IMC Group to ensure that the
obligations to deliver Product Tonnes to Canpotex consistent with such
Aggregate Productive Capacity are satisfied by the IMC Group.4.05
    
    Notwithstanding that, in accordance with this Restated and Amended
Agreement, the Basic Entitlement of the Producers will henceforth be
calculated with reference to Page 7




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Aggregate Productive Capacities and
Product Tonnes expressed as KCL, it is
agreed that the purchase price per ton of
potash finally payable by Canpotex to the
Producers for each grade of potash
purchased under the Producer Agreements
shall continue to be calculated in tons
of K20 equivalent.5.00
    
    MAJOR EXPANSIONS5.01
    
    Any Producer which intends to undertake a Major Expansion shall give a
Notice of Expansion to Canpotex and contemporaneously to the other
Producers to that effect.5.02
    
    Following the delivery of a Notice of Expansion, the Producer undertaking
such Major Expansion shall, as soon as reasonably practicable thereafter,
supply the necessary Operating Results to the Canpotex Auditors to enable
the Canpotex Auditors to verify the Pre-Expansion Audit Amount.5.03
    
    Following the delivery of a Notice of Expansion, the applicable Producer
may, by notice to Canpotex and contemporaneously to the other Producers,
at any time voluntarily revoke the Notice of Expansion, and shall be
deemed to have revoked the Notice of Expansion if the audit to determine
the Post-Expansion Audit Amount has not been completed:  (i)
    
    within forty-two (42) months following the date that
the Notice of Expansion was delivered, in the case of a Mine
other than a Solution Mine; and(ii)
    
    within forty-eight (48) months following the date
that the Notice of Expansion was delivered, in the case of a
Solution Mine;  unless otherwise agreed to by all of the Producers. In the case of a
voluntary revocation, the applicable Producer shall provide notice thereof
to Canpotex and each of the other Producers.5.04
    
    Following completion of a Major Expansion, the applicable Producer shall,
as soon as reasonably practicable thereafter, supply to the Canpotex
Auditors:  (a)
    
    the necessary Operating Results;(b)
    
    the necessary Dedicated Capital Documentation; and(c)
    
    the necessary Major Expansion Time Frame Documentation;  to enable the Canpotex Auditors to verify the Post-Expansion Audit Amount.5.05
    
    The Pre-Expansion Audit Amount verification and the Post-Expansion Audit
Amount verification by the Canpotex Auditors shall be delivered to
Canpotex and the Producers as soon as reasonably practicable after
completion of each.5.06
    
    If a Major Expansion has been fully completed within the Expansion Time
Frame and verified within the time period set forth in Section 5.03
hereof, in compliance with this Article 5 and provided that, for the sole
purpose of determining the Producers Basic Entitlement, the increase in
the Producers Aggregate Productive Capacity and Individual Productive
Capacity as a result of the Major Expansion has received the consent in
writing of all Producers, which consent shall not be unreasonably
withheld, each of the Aggregate Productive Capacity of the applicable
Producer and the Individual Productive Page 8




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Capacity of the applicable Mine shall thereafter be increased by the
amount of the Productive Capacity Change effective from and after:  (a)
    
    January 1 in the immediately following fiscal year, provided
such Major Expansion has been fully completed and verified on or
before December 31 in any year; or(b)
    
    July 1 in any fiscal year, provided such Major Expansion has
been fully completed and verified on or before June 30 in such fiscal
year.  5.07
    
    Any Producer who operates a Solution Mine will not accumulate crystal
potash product in a crystallization pond or ponds that would unduly
influence a Post-Expansion Audit Amount.  6.00
    
    DISASTERS  6.01  (a)
    
    If, after the Effective Date an event or series of related
events occurs that the Affected Producer reasonably
believes has or have caused a Disaster at a Mine, the
Affected Producer shall, as soon as practicable, give
notice of such event(s) (an Owner Disaster Notice) to
the other Producers and contemporaneously to Canpotex. If
such an event or series of related events occurs but no
Owner Disaster Notice is given, any of the other Producers
that reasonably believes such event(s) has or have caused
a Disaster shall be entitled to give notice of such
event(s) (a Non-Owner Disaster Notice) simultaneously to
all of the other parties hereto.(b)
    
    If either an Owner Disaster Notice or a Non-Owner Disaster
Notice is given, an audit shall be completed to determine the
Pre-Disaster Audit Amount, and the Affected Producer shall, as soon
as reasonably practicable, and in any event within six months
following the date any such Notice is given, supply the necessary
Operating Results to the Canpotex Auditors to enable the Canpotex
Auditors to verify the Pre-Disaster Audit Amount. The Pre-Disaster

Audit Amount verification shall be delivered to Canpotex and the
Producers as soon as reasonably practicable thereafter.(c)
    
    If either an Owner Disaster Notice or a Non-Owner Disaster
Notice is given the Affected Producer shall, as soon as reasonably
practicable and in any event within one year following the date that
any such Notice is given, supply the necessary Operating Results to
the Canpotex Auditors to enable the Canpotex Auditors to verify the
Post-Disaster Audit Amount. The Post-Disaster Audit Amount
verification shall be delivered to Canpotex and the Producers as soon
as reasonably practicable thereafter.(d)
    
    The Pre-Disaster Audit Amount and the Post-Disaster Audit
Amount will be used to confirm whether or not a Disaster has in fact
occurred at the Mine.(e)
    
    Each party hereto represents to the others that as of the
Effective Date it was not aware of, and on the date of signing this
Restated and Amended Agreement is not aware of, the occurrence of any
event or series of related events at any of its Mines that has or
have caused a Disaster at any such Mines, provided that with respect
to PCSs Patience Lake Mine near Saskatoon, Saskatchewan, PCSs
representation as aforesaid relates only to the time period since PCS
acquired, directly or indirectly, such Mine in 1993. Page 9




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6.02
    
    If after the Effective Date a Disaster occurs, the Aggregate Productive
Capacity and Basic Entitlement of the Affected Producer and the Individual
Productive Capacity of the applicable Mine of the Affected Producer shall
not be reduced as provided for in 6.05 hereof provided that each of the
following events occur:  (a)
    
    on or prior to the 30th day preceding the end of the Suspension
Period, the Affected Producer submits a Plan to Canpotex and the
other Producers that is reasonably likely to achieve the results
specified therein; and(b)
    
    the Affected Producer fully implements the Plan before the
expiration of the Additional Suspension Period and such
implementation achieves the results specified in the Plan.  6.03
    
    Following full implementation of the Plan, the Affected Producer shall,
as soon as reasonably practicable thereafter, supply the necessary
Operating Results to the Canpotex Auditors to enable the Canpotex Auditors
to verify the Post-Plan Audit Amount. The Post-Plan Audit Amount
verification shall be delivered to Canpotex and the Producers as soon as
reasonably practicable thereafter.6.04
    
    If a Plan has been fully completed and verified in compliance with this
Article 6, each of the Aggregate Productive Capacity of the Affected
Producer and the Individual Productive Capacity of the applicable Mine
shall thereafter be the Aggregate Productive Capacity of the Affected
Producer and the Individual Productive Capacity of the applicable Mine
immediately before the Disaster:  (a)
    
    minus, in each case, the Pre-Disaster Audit Amount; and(b)
    
    plus, in each case, the Post-Plan Audit Amount;  provided that the Aggregate Productive Capacity of the Affected Producer
and the Individual Productive Capacity of the applicable Mine of the
Affected Producer calculated as aforesaid shall not be increased above the
Aggregate Productive Capacity of the Affected Producer and the Individual
Productive Capacity of the applicable Mine of the Affected Producer
immediately before the Disaster, unless such increase will be at least
200,000 Product Tonnes and, for purposes of determining the Producers
Basic Entitlement, the increase in such Aggregate Productive Capacity and
Individual Productive Capacity has received the consent in writing of all
Producers, which consent shall not be unreasonably withheld.6.05
    
    If a Disaster occurs and any of the events specified in section 6.02
hereof does not occur within the time frame set forth therein, then unless
otherwise agreed by all Producers, the Aggregate Productive Capacity of
the Affected Producer and the Individual Productive Capacity of the
applicable Mine of the Affected Producer shall be reduced by an amount
equal to the difference between the Pre-Disaster Audit Amount and the
Post-Disaster Audit Amount.6.06
    
    Any Producer who operates a Solution Mine will not accumulate crystal
potash product in a crystallization pond or ponds that would unduly
influence a Post-Plan Audit Amount or Post-Disaster Audit Amount.7.00
    
    FURTHER ASSURANCES Page 10




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7.01
    
    Each of the parties hereto hereby covenants and agrees to be bound by,
observe, perform and do all things and take all action, steps, proceedings
and execute such further and other assurances, documents and agreements
whether under corporate seal or otherwise as are reasonably necessary or
required to fully implement and give effect to all of the terms and
provisions of this Restated and Amended Agreement.8.00
    
    GOVERNING LAW8.01
    
    This Restated and Amended Agreement shall be construed and interpreted in
accordance with the laws of the Province of Saskatchewan and the laws of
Canada applicable therein.9.00
    
    ENTIRE AGREEMENT AND CONFIRMATION9.01
    
    This Restated and Amended Agreement contains the whole of the agreement
between and among the Parties hereto relating to the subject matter hereof
and there are no collateral or precedent representations, agreements or
conditions not specifically set forth herein, and no modification,
amendment or variation shall be effective or binding upon the Parties
hereto unless agreed to in writing beforehand. Notwithstanding the above,
it is acknowledged that the Producer Agreements shall remain in force, as
amended hereby.10.00
    
    ENUREMENT10.01
    
    The Parties hereto covenant and agree that this Restated and Amended
Agreement shall be binding upon and enure to the benefit of the Parties
hereto, their successors and permitted assigns.11.00
    
    ASSIGNMENT11.01
    
    The Parties hereto covenant and agree that this Restated and Amended
Agreement may not be assigned in whole or in part by any of the Parties
hereto except in accordance with the terms and provisions of the Producer
Agreement applicable to such assignment.12.00
    
    SEVERABILITY12.01
    
    It is hereby agreed that in the event any clause, provision, paragraph,
subparagraph or section of this Restated and Amended Agreement is held
invalid as contrary to any statute or regulation or law in that regard by
a court of competent jurisdiction, the invalidity of such shall in no way
affect the validity of any other clause, provision, paragraph,
subparagraph or section of this Restated and Amended Agreement and each
and every such clause, provision, paragraph, subparagraph or section of
this Restated and Amended Agreement shall be severable from each and every
other.13.00
    
    NOTICES13.01
    
    Any notice, demand, request, declaration or communication required or
permitted to be made or given hereunder or under the Producer Agreements
shall be in writing and shall be given by personal service upon an officer
of the Party for whom it is intended or mailed by prepaid registered mail
or faxed to the following addresses: (a)
    
    To:
    
    CANPOTEX LIMITED111 2nd Ave SSuite 400
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Saskatoon SK S7K 1K6CanadaAttention: PresidentFax No. (306) 653-5505(b)
    
    To:
    
    AGRIUM INC.13131 Lake Fraser Drive SECalgary AB T2J 7E8CanadaAttention: PresidentFax No. (403) 225-7600(c)
    
    To:
    
    IMC CANADA ULCPO Box 7500Regina SK S4P 4L8CanadaAttention: PresidentFax No. (306) 345-8211(d)
    
    To:
    
    IMC POTASH COLONSAY ULCc/o IMC Canada ULCPO Box 7500Regina SK S4P 4L8CanadaAttention: PresidentFacsimile: (306) 345-8211(e)
    
    To:
    
    IMC ESTERHAZY CANADA LIMITED PARTNERSHIPc/o IMC Canada ULCPO Box 7500Regina SK S4P 4L8CanadaAttention: PresidentFax No. (306) 345-8211(f)
    
    To:
    
    POTASH CORPORATION OF SASKATCHEWAN INC.Suite 500 PCS Tower122 1st Ave SSaskatoon SK S7K 7G3CanadaAttention: PresidentFax No. (306) 652-2699
  For these purposes, such notice shall be mailed by prepaid registered
mail addressed to the recipient at the address above set forth or at such
other address and/or to the attention of any such person or officer as
any of the Parties may from time to time or at any time advise by notice
in writing to all of the other Parties hereto. The date of receipt of
any notice shall be deemed to be the tenth (10th) business day next
following the date of such mailing, provided that if at the date of such
mailing, interruption in the operation of the postal service in Canada or
in the United States has or is likely to delay the mailing and receipt of
such notice, the same shall be served personally on an officer or duly
authorized representative of the intended recipient of the Parties
hereto.. Notice given in the manner aforesaid shall be effective upon
the actual date of receipt or the deemed date of receipt, whichever is
sooner, or upon personal service, as the case may be. As Page 12




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an alternative to the foregoing, any of the Parties hereto may give
notice by facsimile to the recipients at the fax number above set forth
in which case, if so sent, shall be deemed to have been received on the
day next following the date of actual transmission and shall thereby be
sufficient notice hereunder.14.00
    
    CONSENT14.01
    
    All of the Parties hereto have agreed to enter into these presents in
order to evidence their written consent hereto and to be bound hereby and
to give effect hereto.15.00
    
    EXECUTION15.01
    
    The Parties hereto agree that this Restated and Amended Agreement may be
executed simultaneously in two or more counterparts, each of which shall
be deemed to be an original, but all of which when taken together shall
constitute one and the same instrument. IN WITNESS WHEREOFthe Parties hereto have executed this Restated and Amended
Agreement by their proper officers in that behalf effective as of and from the
Effective Date, it being acknowledged that actual execution did not occur until
after the Effective Date. CANPOTEX LIMITEDPer:
    
    /s/Per:
    
    /s/AGRIUM INC.Per:
    
    /s/Per:
    
    /s/IMC CANADA ULCPer:
    
    /s/Per:IMC POTASH COLONSAY ULCPer:
    
    /s/Per:
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IMC ESTERHAZY CANADA LIMITED
PARTNERSHIP,
a limited partnership, by its General Partner,
INTERNATIONAL MINERALS & CHEMICAL
(CANADA) GLOBAL LIMITEDPer:
    
    /s/Per:POTASH CORPORATION OF
SASKATCHEWAN INC.Per:
    
    /s/Per:
    
    /s/
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