##### 



Exhibit 99




March 27, 2002

Dear Shareholder:

On behalf of the Board of Directors and
Management of Potash Corporation of Saskatchewan Inc., we invite
you to attend the 2002 Annual and Special Meeting of
Shareholders. The meeting will be held on Thursday, May 9,
2002 at 10:30 a.m. (local time) at the Delta Bessborough,
601 Spadina Crescent East, Saskatoon, Saskatchewan, Canada.

The Notice of Annual and Special Meeting and
Board of Directors Proxy Circular describing the formal business
of the meeting and related proxy are enclosed.

It is important that your shares be represented
at the meeting whether or not you are able to attend in person.
You are therefore urged to complete, date and sign the
accompanying proxy and return it in the envelope provided.

|                          |  |                                      
|------------------------- |  | -------------------------------------
|Sincerely,                |  |                                      
|(D.E. Phillips Signature) |  | (W.J. Doyle Signature)               
|D. E. PHILLIPS            |  | W. J. DOYLE                          
|Chairman of the Board     |  | President and Chief Executive Officer

Potash Corporation of Saskatchewan Inc.

PCS
Tower,      Suite 500,      122  1st Avenue
South,      Saskatoon,       Saskatchewan       S7K 7G3




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##### 






POTASH CORPORATION OF SASKATCHEWAN
INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF
SHAREHOLDERS


NOTICE IS HEREBY GIVEN that the Annual and
Special Meeting (the Meeting) of shareholders of
Potash Corporation of Saskatchewan Inc. (the
Corporation), a Saskatchewan corporation, will be
held on Thursday, May 9, 2002 at 10:30 a.m. (local
time) at the Delta Bessborough, 601 Spadina Crescent East,
Saskatoon, Saskatchewan, Canada for the following purposes:



|   |                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | to receive the financial statements of the
	Corporation for the year ended December 31, 2001 and the
	report of the auditors thereon;                                                                                                                                                                     
|  
|2. | to elect directors;                                                                                                                                                                                                                                                                                       
|  
|3. | to appoint auditors for the Corporation;                                                                                                                                                                                                                                                                  
|  
|4. | to consider and, if thought advisable by the
	shareholders, to pass, with or without variation, a special
	resolution (the Continuance Resolution) approving
	the continuance of the Corporation (the Continuance)
	under the Canada Business Corporations Act and certain
	other related matters; and
|  
|5. | to transact such other business as may properly
	come before the meeting or any adjournments thereof.                                                                                                                                                                                                     

Take notice that pursuant to The Business
Corporations Act(Saskatchewan) (the SBCA) you
may, at or before the Meeting, give the Corporation a written
notice of dissent with respect to the Continuance Resolution. A
written notice of dissent may be served on the Corporation by
leaving it at or mailing it by registered post addressed to the
registered and principal executive office of the Corporation,
Suite 500, 122  1st Avenue South,
Saskatoon, Saskatchewan S7K 7G3, Attention: John L.M.
Hampton, Corporate Secretary. As a result of giving such notice
of dissent you may, on receiving notice under
subsection 184(6) of the SBCA that the Continuance
Resolution has been adopted, require the Corporation to purchase
all your shares in respect of which the notice of dissent was
given. Please refer to the accompanying Information Circular for
more information with respect to your dissent rights in relation
to the Continuance Resolution.

DATED at Saskatoon, Saskatchewan this 27th day of
March, 2002.



| |                                   
| | ----------------------------------
| | BY ORDER OF THE BOARD OF DIRECTORS
|
| | (John Hampton Signature)          
| | JOHN L.M. HAMPTON                 
| | Secretary                         

Shareholders who are unable to attend in person
are requested to date, sign and return, as soon as possible and
in the envelope enclosed for that purpose, the enclosed form
of proxy.



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##### 






POTASH CORPORATION OF SASKATCHEWAN
INC.

BOARD OF DIRECTORS PROXY CIRCULAR


ANNUAL AND SPECIAL MEETING OF
SHAREHOLDERS


SOLICITATION OF PROXIES

This proxy circular is furnished in connection
with the solicitation of proxies by the Board of Directors (the
Board) of Potash Corporation of Saskatchewan Inc.
(the Corporation), a Saskatchewan corporation, and
constitutes a solicitation by or on behalf of the management of
the Corporation under The Business Corporations Act
(Saskatchewan), for use at the Annual and Special Meeting of
shareholders of the Corporation (the Meeting) to be
held on May 9, 2002 and any adjournments
thereof.All costs of solicitation
will be borne by the Corporation. In addition to the mail,
proxies may be solicited by telephone or in person by employees
of the Corporation who will receive no additional compensation
for such services. The Corporation has retained Georgeson
Shareholder Communications Inc. to assist in the solicitation of
proxies in Canada and the United States for total estimated fees
of $17,500. In addition, the Corporation will reimburse brokers,
nominees and fiduciaries for reasonable expenses incurred by
them in sending proxy material to the beneficial owners of
common shares of the Corporation (the Shares) held
by such persons.

A shareholder who has given a proxy may revoke it
at any time before it is exercised by attending the Meeting and
voting in person or by replacing it with a duly executed proxy
bearing a later date. In addition to revocation in either such
manner, a shareholder giving a proxy may revoke the proxy by
instrument in writing executed by the shareholder or by his
attorney authorized in writing and deposited either at the
registered and principal executive office of the Corporation,
Suite 500, 122  1st Avenue South,
Saskatoon, Saskatchewan, Canada, S7K 7G3, at any time up to
and including the last business day preceding the day of the
Meeting, or any adjournment thereof, or with the chairman of the
Meeting on the day of the Meeting or any adjournment thereof.

This proxy circular and the accompanying Notice
of Annual and Special Meeting of Shareholders and proxy will
first be sent or given to shareholders on or about
March 27, 2002.

Except as otherwise stated, the information
contained herein is given as of March 15, 2002.

Unless otherwise specified, all dollar amounts
are expressed in United States dollars.

3



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##### 



VOTING SHARES

There are 51,959,339 Shares of the
Corporation outstanding as of March 15, 2002, each Share
carrying the right to one vote.

Each shareholder of record at the close of
business on March 21, 2002 is entitled to vote at the
Meeting the Shares registered in his or her name on that date
except to the extent that he or she has transferred any of those
Shares and the transferee has both established the
transferees ownership of the transferred Shares and
demanded, not later than 10 days prior to the Meeting, that
the Corporation recognize the transferee as the person entitled
to vote the transferred Shares at the Meeting.

The quorum for any meeting of shareholders is one
or more persons present and holding or representing by proxy not
less than 5% of the total number of outstanding Shares.

OWNERSHIP OF SHARES

The following table sets forth information as of
March 15, 2002, with respect to the beneficial ownership of
Shares held by the executive officers of the Corporation named
in the Summary Compensation Table herein and by all directors
and executive officers of the Corporation.

|                                                                                                 |  |                      |           | 
|------------------------------------------------------------------------------------------------ |  | -------------------- | --------- | 
|                                                                                                
|                                                                                                
|                                                                                                
|                                                                                                
|                                                                                                 |  | Amount and Nature of
|                                                                                                 |  | Beneficial Ownership
|Name                                                                                             |  | (1)(2)(3)           
|                                                                                                
|                                                                                                
|William J. Doyle                                                                                 |  |                      | 325,676   | 
|                                                                                                
|James F. Dietz                                                                                   |  |                      | 78,191    | 
|                                                                                                
|Wayne R. Brownlee                                                                                |  |                      | 139,746   | 
|                                                                                                
|Garth W. Moore                                                                                   |  |                      | 111,058   | 
|                                                                                                
|Thomas J. Regan                                                                                  |  |                      | 53,750    | 
|                                                                                                
|All directors and executive officers
	as a group, including the above-named persons (25 persons) |  |                      | 1,456,437 | 
|                                                                                                
|                                                                                                



|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The number of Shares beneficially owned is
	reported on the basis of regulations of the U.S. Securities
	and Exchange Commission, and includes Shares that the individual
	has the right to acquire at any time within 60 days after
	March 15, 2002 and Shares directly or indirectly held by
	the individual or by certain family members over which the
	individual has sole or shared voting or investment power.
|   
|(2) | Each of the directors and executive officers of
	the Corporation owned less than 1% of the Shares issued and
	outstanding as at March 15, 2002. The directors and
	executive officers of the Corporation as a group beneficially
	owned approximately 2.80% of the Shares issued and outstanding
	as at March 15, 2002.                                                                                              
|   
|(3) | Includes Shares purchasable within 60 days
	after March 15, 2002 through the exercise of options
	granted by the Corporation, as follows: Mr. Doyle 283,500
	Shares; Mr. Dietz 72,500 Shares; Mr. Brownlee 138,500
	Shares; Mr. Moore 111,000 Shares; Mr. Regan 53,750
	Shares, and directors and executive officers as a group,
	including the foregoing, 1,396,600 Shares.                                         

4



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##### 



Listed below is the name and other information
concerning persons known to the Corporation (from the
Corporations records and reports filed with the
U.S. Securities and Exchange Commission on
Schedule 13G) which owned, as of March 15, 2002 more
than 5% of any class of the Corporations voting securities:

|               |  |                                                                                                 |  |                      |                 |                     |  |  |      | 
|-------------- |  | ----------------------------------------------------------------------------------------------- |  | -------------------- | --------------- | ------------------- |  |  | ---- | 
|              
|              
|               |  | Name and Address of                                                                             |  | Amount and Nature of |                 |                    
|Title of Class |  | Beneficial Owner                                                                                |  | Beneficial Ownership |                 | Percent of Class(1)
|              
|              
|Common Shares  |  | Mackenzie Financial Corporation
	150 Bloor Street West
	Suite M111
	Toronto, Ontario M5S 3B5    |  |                      | 3,418,000(2)(3) |                     |  |  | 6.5% | 
|              
|Common Shares  |  | Primecap Management Company
	225 South Lake Avenue
	Suite 400
	Pasadena, California 91101       |  |                      | 3,261,800(4)(5) |                     |  |  | 6.2% | 
|              
|Common Shares  |  | Philips, Hager & North
	Investment Management Ltd.
	200 Burrard Street
	Vancouver, B.C. V6C 3N5 |  |                      | 3,214,750(6)(7) |                     |  |  | 6.1% | 
|              



|    |                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------
|(1) | Represents percent of Shares outstanding as of
	March 15, 2002.                                                
|   
|(2) | Such person has sole voting and dispositive power
	as to all 3,418,000 Shares.                                 
|   
|(3) | As set forth in a Schedule 13G (amendment)
	dated February 13, 2002.                                           
|   
|(4) | Such person has sole dispositive power as to all
	3,261,800 Shares and sole voting power as to
	661,800 Shares.
|   
|(5) | As set forth in a Schedule 13G (amendment)
	dated January 31, 2001.                                            
|   
|(6) | Such person has sole voting and dispositive power
	as to all 3,214,750 Shares.                                 
|   
|(7) | As set forth in a Schedule 13G dated
	January 12, 1999.                                                        

ELECTION OF DIRECTORS

The articles of the Corporation provide that the
Board shall consist of a minimum of 6 directors and a
maximum of 20, with the actual number to be determined from time
to time by the Board. The Board has determined that, at the
present time, there will be 12 directors.

Proxies solicited hereby will be voted for the
following proposed nominees (or for substitute nominees in
the event of contingencies not known at present) who will,
subject to the bylaws of the Corporation and applicable
corporate law, hold office until the next annual meeting of
shareholders or until their successors are elected or appointed
in accordance with the bylaws or applicable corporate law. The
affirmative vote of a plurality of the Shares present in person
or by proxy at the Meeting and voted in respect of the election
of directors is required to elect directors.

5



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##### 



The following table states the names and ages of
all the persons to be nominated for election as directors, all
other positions and offices with the Corporation now held by
them, their present principal occupation or employment, the
period during which present directors of the Corporation have
served as directors, and the number of Shares and Share Units
beneficially owned, directly or indirectly, or over which
control or direction is exercised, by each of them.

|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    
|(Photo of F. Blesi)  |  | FREDERICK J.
	BLESIDirector
	Since
	2001                                                  Number
	of Shares Beneficially Owned 
	5,000*                                                                   Number
	of Share Units Held  319**
	Mr. Blesi, 64, of Glenview, Illinois is a retired Chairman
	and Chief Executive Officer of the Phosphate Chemicals Export
	Association Inc. (PhosChem), the principal vehicle
	for the export of U.S. phosphate chemicals. Prior to
	joining PhosChem in 1981, he was Vice President, International
	with International Minerals and Chemical Corporation.
	Mr. Blesi is a member of the Compensation Committee and the
	Audit Committee.                           
|                    
|(Photo of D. Bourne) |  | DOUGLAS J.
	BOURNEDirector
	Since
	1990                                                Number
	of Shares Beneficially Owned 
	16,814*                                                                   Number
	of Share Units Held  319**
	Mr. Bourne, 78, of Houston, Texas, is former Chairman and
	CEO of Battle Mountain Gold Company, a gold mining company, and
	of Duval Corporation, the mining subsidiary of Pennzoil Company.
	He has held many positions in various fertilizer and mining
	associations.
	Mr. Bourne is Chairman of the Safety, Health &
	Environment Committee and a member of the Executive Committee.                                                                                
|                    
|(Photo of W. Doyle)  |  | WILLIAM J.
	DOYLEDirector
	Since
	1989                                               Number
	of Shares Beneficially Owned 
	325,676*                                                                       Number
	of Share Units Held  0**
	Mr. Doyle, 51, of Saskatoon, Saskatchewan, is President and
	CEO of the Corporation. He became President of PCS Sales in
	1987, after a career with International Minerals and Chemical
	Corporation. He was elected Chairman of Canpotex Limited in
	2001, is a board member of the Potash and Phosphate Institute
	and The Fertilizer Institute and is on the College Board of
	Advisors at Georgetown University.
	Mr. Doyle is a member of the Executive Committee.
|                    
|(Photo of W. Fetzer) |  | WADE
	FETZER IIINumber
	of Shares Beneficially Owned 
	0*                                                                       Number
	of Share Units Held  0**
	Mr. Fetzer, 64, of Glencoe, Illinois, is Advisory Director
	with the investment banking firm Goldman Sachs. With Goldman
	Sachs since 1971, he was responsible for investment banking
	services in the midwestern United States. He sits on the boards
	of Serologicals Corporation, Sphere Communications and Northern
	Star Broadcasting. He is also on the boards of the University of
	Wisconsin Foundation; the Kellogg Alumni Advisory Board and
	Rush-Presbyterian St. Lukes Medical Center.                                              

6



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##### 



|                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    
|Photo of D. Howe     |  | DALLAS J.
	HOWEDirector
	Since
	1991                                                Number
	of Shares Beneficially Owned 
	19,400*                                                                   Number
	of Share Units Held  319**
	Mr. Howe, 57, of Calgary, Alberta, is President and CEO of
	Advanced DataSystems Ltd. and BDM Information Systems Group of
	Companies, each an international computer systems supplier.
	President, CEO and founder of high technology information and
	data systems companies over twenty-five years, he served on the
	Board of Potash Corporation of Saskatchewan, the Crown
	corporation, from 1982 to 1989.
	Mr. Howe is Chairman of the Corporate Governance and
	Nominating Committee and a member of the Compensation Committee.
|                    
|Photo of J. McCaig   |  | JEFFREY J.
	McCAIGDirector
	Since
	2001                                                  Number
	of Shares Beneficially Owned 
	5,000*                                                                   Number
	of Share Units Held  319**
	Mr. McCaig, 50, of Calgary, Alberta is President, CEO and a
	director of Trimac Corporation, a bulk trucking and third-party
	logistics company. Before joining Trimac in 1983, he practiced
	law specializing in corporate financing and securities. He is a
	director of BOVAR Corporation.
	Mr. McCaig is a member of the Audit Committee and the
	Compensation Committee.                                                                                                                                                       
|                    
|Photo of M. Mogford  |  | MARY
	MOGFORDDirector
	Since
	2001                                                  Number
	of Shares Beneficially Owned 
	5,000*                                                                   Number
	of Share Units Held  319**
	Ms. Mogford, 57, of Newcastle, Ontario is a Corporate
	Director and a Partner in Mogford Campbell Inc., a strategic
	business and financial consulting company. A former Deputy
	Minister of Finance and Deputy Minister of Natural Resources in
	the Province of Ontario, she is a director of Falconbridge Ltd.,
	MDS Inc., Sears Canada Inc., Teranet Inc. and The Hospital for
	Sick Children Foundation, Toronto.
	Ms. Mogford is a member of the Audit Committee and the
	Corporate Governance and Nominating Committee.           
|                    
|Photo of D. Phillips |  | DONALD E.
	PHILLIPSDirector
	Since
	1991                                                Number
	of Shares Beneficially Owned 
	20,600*                                                                 Number
	of Share Units Held  1,594**
	Mr. Phillips, 69, of Brandon, Mississippi, is Chairman of
	the Board of the Corporation. He is a former President and CEO
	of Pitman-Moore Inc., a producer and marketer of animal feed and
	health products. He is former Chairman of the Board of
	Synbiotics Inc. and a director of Great Lakes REIT Inc., Oak
	Brook, Illinois. He serves on the boards of trustees of three
	colleges.
	Mr. Phillips is Chairman of the Executive Committee and a
	member of the Corporate Governance and Nominating Committee.                

7



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|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      
|Photo of P. Schoenhals |  | PAUL J.
	SCHOENHALSDirector
	Since
	1992                                                Number
	of Shares Beneficially Owned 
	15,000*                                                                   Number
	of Share Units Held  319**
	Mr. Schoenhals, 60, of Calgary, Alberta, President of
	Petroleum Industry Training Service, was Chairman of Potash
	Corporation of Saskatchewan, the Crown corporation, from 1987 to
	1989. He is a former Member of the Legislative Assembly and
	Cabinet Minister in Saskatchewan.
	Mr. Schoenhals is a member of the Compensation Committee
	and the Safety, Health & Environment Committee.                                                                                                                                                            
|                      
|Photo of E. Stromberg  |  | E. ROBERT STROMBERG,
	Q.C.Director
	Since
	1991                                                Number
	of Shares Beneficially Owned 
	25,272*                                                                   Number
	of Share Units Held  319**
	Mr. Stromberg, 60, of Saskatoon, Saskatchewan, is
	associated with the Saskatchewan law firm Robertson Stromberg.
	He is a director of NorSask Forest Products Inc. and Hitachi
	Canadian Industries Ltd., a member of the Provincial Court
	Commission and Chairman of the Saskatoon Airport Authority.
	Mr. Stromberg is a member of the Executive Committee and
	the Safety, Health & Environment Committee.                                                                                                                                     
|                      
|Photo of J. Vicq       |  | JACK G.
	VICQDirector
	Since
	1989                                                Number
	of Shares Beneficially Owned 
	20,693*                                                                   Number
	of Share Units Held  319**
	Mr. Vicq, 62, of Saskatoon, Saskatchewan, is a Professor
	Emeritus of Accounting in the College of Commerce, University of
	Saskatchewan and was formerly Associate Dean of Commerce and
	responsible for the Centre for International Business Studies. A
	member of the professional conduct committee of the Saskatchewan
	Institute of Chartered Accountants, he holds the A.W. Johnson
	Distinguished Chair in Public Policy in the Saskatchewan Finance
	Department.
	Mr. Vicq is Chairman of the Audit Committee and a member of
	the Executive Committee.
|                      
|Photo of T. Wright     |  | THOMAS J.
	WRIGHTDirector
	Since
	1999                                                Number
	of Shares Beneficially Owned 
	92,900*                                                                   Number
	of Share Units Held  319**
	Mr. Wright, 69, of Raleigh, North Carolina, retired as
	President of PCS Phosphate on June 30, 1999. Formerly
	President and CEO of Texasgulf Inc., the predecessor to PCS
	Phosphate, he has been active in many fertilizer industry
	associations.
	Mr. Wright is a member of the Safety, Health &
	Environment Committee and the Corporate Governance and
	Nominating Committee.                                                                                                                                                                          
|                      



|  |                                                                                                                                                                                                                                                                                                                                
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | The number of Shares indicated above as
	beneficially owned by the nominated directors includes Shares
	purchasable by such directors within 60 days of
	March 15, 2002 through the exercise of options granted by
	the Corporation, as follows: Frederick J. Blesi
	5,000 Shares; Douglas J. Bourne 16,400 Shares;
	William J.

8



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##### 



|   |                                                                                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Doyle 283,500 Shares; Dallas J. Howe
	18,400 Shares; Jeffrey J. McCaig 5,000 Shares;
	Mary Mogford 5,000 Shares; Donald E. Phillips
	19,600 Shares; Paul J. Schoenhals 14,600 Shares;
	E. Robert Stromberg 20,400 Shares; Jack G. Vicq
	20,100 Shares; and Thomas J. Wright 92,900 Shares.
|  
|** | See Compensation of Directors. Share
	Units do not carry any voting rights. The number of Share Units
	held by each director has been rounded down to the nearest whole
	number.                                                                                                        

All of the above directors have had the principal
occupation described above for the previous five years except as
follows: Mr. Doyle was President of PCS Sales from March
1997 to July 1998, and President and Chief Operating Officer of
the Corporation from July 1998 to July 1999.

The law firm of Robertson Stromberg has provided
and continues to provide legal services to the Corporation.
E. Robert Stromberg was, during 2001, associated with
Robertson Stromberg.

Mr. Doyle is Chairman of Canpotex Limited, a
potash export, sales and marketing company owned in equal shares
by the three potash producers in Saskatchewan. In 2001, sales to
Canpotex Limited amounted to $237 million.

During 2001, there were 8 meetings of the Board
and the number of meetings held by committees of the Board were:
(i) Executive Committee  4; (ii) Audit
Committee  8; (iii) Compensation
Committee  5; (iv) Safety, Health &
Environment Committee  5; and (v) Corporate
Governance and Nominating Committee  3. Each of the
Corporations current directors attended at least 75% of
the total of the meetings of the committees on which the
director served and the meetings of the Board.

Mr. Wigmore, a director since 1989, has
advised the Corporation of his intention not to seek
re-election, thereby retiring from the Board on May 9, 2002.

9



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##### 



EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth, for the periods
indicated, all compensation earned by the individual who served
as Chief Executive Officer of the Corporation during 2001 and by
each of the Corporations other four most highly
compensated executive officers as of the end of calendar year
2001 for services rendered to the Corporation and its
subsidiaries (the Named Executive Officers).

SUMMARY COMPENSATION TABLE(1)

|                               |  |                     |      |            |  |              |         |            |  |           |           |              |  |   |           |  |  |  |        |  |  |  |         |  |  |  |            | 
|------------------------------ |  | ------------------- | ---- | ---------- |  | ------------ | ------- | ---------- |  | --------- | --------- | ------------ |  | - | --------- |  |  |  | ------ |  |  |  | ------- |  |  |  | ---------- | 
|                              
|                              
|                              
|                              
|                               |  |                     |      |           
|                               |  | Long-Term           |      |           
|                               |  | Compensation        |      |           
|                               |  |                     |      |           
|                               |  |                     |      |            |  |             
|                               |  | Annual Compensation |      | Awards     |  | Payouts      |         |           
|                               |  |                     |      |           
|                               |  |                     |      |           
|                               |  |                     |      | Securities |  |              |         |           
|                               |  |                     |      | Other      |  | Underlying   |         |            |  |          
|                               |  |                     |      | Annual     |  | Options      |         | LTIP       |  | All Other
|                               |  | Salary              |      | Bonus(2)   |  | Compensation |         | Granted(3) |  | Payouts   |           | Compensation
|Name and Principal Position    |  | Year                |      | $          |  | $            |         | $          |  | #         |           | $            |  | $
|                              
|                              
|William J. Doyle               |  |                     | 2001 |            |  |              | 787,500 |            |  |           | 425,000   |              |  |   | 53,464(5) |  |  |  | 70,000 |  |  |  |        |  |  |  | 51,895(6)  | 
|President and Chief            |  |                     | 2000 |            |  |              | 725,000 |            |  |           | 1,000,000 |              |  |   | 1,163     |  |  |  | 70,000 |  |  |  |        |  |  |  | 69,074(6)  | 
|Executive Officer(4)           |  |                     | 1999 |            |  |              | 622,500 |            |  |           | 230,000   |              |  |   | 8,059     |  |  |  | 70,000 |  |  |  | 187,250 |  |  |  | 40,651(6)  | 
|                              
|James F. Dietz                 |  |                     | 2001 |            |  |              | 378,125 |            |  |           | 128,000   |              |  |   |          |  |  |  | 35,000 |  |  |  |        |  |  |  | 23,237(8)  | 
|Executive Vice President       |  |                     | 2000 |            |  |              | 325,000 |            |  |           | 305,000   |              |  |   | 14,466    |  |  |  | 35,000 |  |  |  |        |  |  |  | 40,641(8)  | 
|and Chief Operating Officer(7) |  |                     | 1999 |            |  |              | 307,500 |            |  |           | 85,000    |              |  |   |          |  |  |  | 30,000 |  |  |  | 87,383  |  |  |  | 8,781(8)   | 
|                              
|Wayne R. Brownlee              |  |                     | 2001 |            |  |              | 350,065 |            |  |           | 110,000   |              |  |   | 1,241     |  |  |  | 30,000 |  |  |  |        |  |  |  | 25,193(10) | 
|Senior Vice President,         |  |                     | 2000 |            |  |              | 325,000 |            |  |           | 245,000   |              |  |   |          |  |  |  | 30,000 |  |  |  |        |  |  |  | 77,439(10) | 
|Treasurer and                  |  |                     | 1999 |            |  |              | 223,738 |            |  |           | 85,000    |              |  |   |          |  |  |  | 30,000 |  |  |  | 109,229 |  |  |  | 17,127(10) | 
|Chief Financial Officer(9)     |  |                     |      |            |  |              |         |            |  |           |           |              |  |   |           |  |  |  |        |  |  |  |         |  |  |  |            | 
|                              
|Garth W. Moore                 |  |                     | 2001 |            |  |              | 315,000 |            |  |           | 90,900    |              |  |   | 2,946     |  |  |  | 30,000 |  |  |  |        |  |  |  | 24,115(11) | 
|President, PCS Potash          |  |                     | 2000 |            |  |              | 300,000 |            |  |           | 213,000   |              |  |   |          |  |  |  | 30,000 |  |  |  |        |  |  |  | 45,073(11) | 
|                               |  |                     | 1999 |            |  |              | 229,023 |            |  |           | 80,000    |              |  |   | 2,159     |  |  |  | 30,000 |  |  |  | 112,350 |  |  |  | 17,564(11) | 
|                              
|Thomas J. Regan                |  |                     | 2001 |            |  |              | 315,000 |            |  |           | 90,900    |              |  |   |          |  |  |  | 30,000 |  |  |  |        |  |  |  | 17,447(13) | 
|President, PCS                 |  |                     | 2000 |            |  |              | 300,000 |            |  |           | 200,000   |              |  |   |          |  |  |  | 30,000 |  |  |  |        |  |  |  | 39,044(13) | 
|Phosphate(12)                  |  |                     | 1999 |            |  |              | 250,800 |            |  |           | 80,000    |              |  |   |          |  |  |  | 30,000 |  |  |  | 78,021  |  |  |  | 9,727(13)  | 
|                              
|                              



|    |                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Those amounts which were paid in Canadian dollars
	have been converted to United States dollars using the average
	exchange rate for the month prior to the date of payment.          
|   
|(2) | Reports amounts awarded pursuant to the
	Corporations Short-Term Incentive Plan. See
	Compensation Committee Report on Executive
	Compensation  Short-Term Incentive Compensation.
|   
|(3) | Options granted pursuant to the
	Corporations Stock Option Plan  Officers and
	Employees.                                                                                           
|   
|(4) | Prior to July 1, 1999, Mr. Doyles
	principal position was President and Chief Operating Officer of
	the Corporation.                                                                 
|   
|(5) | Of the other annual compensation indicated for
	2001, $24,806 reflects a payment made for personal tax
	preparation and administration and $16,296 reflects a membership
	allowance.  
|   
|(6) | The reported amounts for 2001, 2000 and 1999
	consist, respectively, of:                                                                                                              



| |      |                                                                                                                                                                                                        
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | $43,820, $40,857 and $35,529 which represents the
	Corporations contribution to the Corporations
	defined contribution pension and savings plans on behalf of the
	indicated Named Executive Officer;
|
| | (ii) | $8,075, $7,448 and $5,122 which represents the
	value of the benefit for group term life insurance premiums paid
	by the Corporation on behalf of the indicated Named Executive
	Officer; and          

10



---



##### 





| |       |                                                                                                                                                                        
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) | $20,769 for 2000 which represents a lump sum
	pay-out to satisfy the Corporations obligation to the
	indicated Named Executive Officer for earned but unused vacation.



|    |                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------
|(7) | Prior to November 1, 2000,
	Mr. Dietzs principal position was President, PCS
	Nitrogen, Inc. (PCS Nitrogen), a subsidiary of the
	Corporation.
|   
|(8) | The reported amounts for 2001, 2000 and 1999
	consist, respectively, of:                                                                         



| |       |                                                                                                                                                                                                           
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | $8,500, $8,500 and $6,400 which represents
	contributions by the Corporations subsidiary to its
	defined contribution pension plan on behalf of the indicated
	Named Executive Officer; and              
|
| | (ii)  | $2,155, $2,028 and $2,381 which represents the
	value of the benefit for group term life insurance premiums paid
	by the Corporations subsidiary on behalf of the indicated
	Named Executive Officer; and
|
| | (iii) | $12,582 for 2001 and $30,113 for 2000 which
	represents moving expenses.                                                                                                                                  



|     |                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------
|(9)  | Prior to July 11, 1999, Mr. Brownlee
	was Senior Vice President, Expansion & Development of the
	Corporation.
|    
|(10) | The reported amounts for 2001, 2000 and 1999
	consist, respectively, of:                                     



| |       |                                                                                                                                                                                              
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | $21,957, $20,880 and $15,664 which represents the
	Corporations contribution to its defined contribution
	pension and savings plans on behalf of the indicated Named
	Executive Officer;    
|
| | (ii)  | $3,236, $2,617 and $1,463 which represents the
	value of the benefit for group term life insurance premiums paid
	by the Corporation on behalf of the indicated Named Executive
	Officer; and
|
| | (iii) | $53,942 for 2000 which represents a lump sum
	pay-out to satisfy the Corporations obligation to the
	indicated Named Executive Officer for earned but unused vacation.                      



|     |                                                                         
|---- | ------------------------------------------------------------------------
|(11) | The reported amounts for 2001, 2000 and 1999
	consist, respectively, of:



| |       |                                                                                                                                                                                              
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | $20,200, $19,629 and $15,922 which represents the
	Corporations contribution to its defined contribution
	pension and savings plans on behalf of the indicated Named
	Executive Officer;    
|
| | (ii)  | $3,915, $3,521 and $1,642 which represents the
	value of the benefit for group term life insurance premiums paid
	by the Corporation on behalf of the indicated Named Executive
	Officer; and
|
| | (iii) | $21,923 for 2000 which represents a lump sum
	pay-out to satisfy the Corporations obligation to the
	indicated Named Executive Officer for earned but unused vacation.                      



|     |                                                                                                                                                                       
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(12) | Prior to July 1, 1999, Mr. Regans
	principal position was Executive Vice President, PCS Phosphate
	Company, Inc. (PCS Phosphate), a subsidiary of the
	Corporation.
|    
|(13) | The reported amounts for 2001, 2000 and 1999
	consist, respectively, of:                                                                                              



| |       |                                                                                                                                                                                                           
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | $8,500, $8,500 and $8,000 which represents
	contributions by the Corporations subsidiary to its
	defined contribution pension plan on behalf of the indicated
	Named Executive Officer;                  
|
| | (ii)  | $1,966, $1,872 and $1,727 which represents the
	value of the benefit for group term life insurance premiums paid
	by the Corporations subsidiary on behalf of the indicated
	Named Executive Officer; and
|
| | (iii) | $6,981 for 2001 and $28,672 for 2000 which
	represents moving expenses.                                                                                                                                   

11



---



##### 



Long-Term Incentive Plan

Each of the Named Executive Officers participates
in the Corporations Long-Term Incentive Plan, adopted in
2000. For a description of the operation of the plan, see
Compensation Committee Report on Executive
Compensation  Long-Term Incentive Compensation.
The following table sets forth hypothetical potential future
payouts following the end of the current performance cycle
(December 31, 2002).

|                  |  |                                                |         |                  |  |                   |           |  |  |  |           | 
|----------------- |  | ---------------------------------------------- | ------- | ---------------- |  | ----------------- | --------- |  |  |  | --------- | 
|                 
|                 
|                 
|                 
|                  |  |                                               
|                  |  | Estimated Future Payouts Under Non-Securities-
|                  |  | Price-Based Plans                             
|                  |  |                                               
|                  |  |                                               
|                  |  | -50% Appreciation                              |         | 50% Appreciation |  | 150% Appreciation
|Name              |  | $(1)(2)                                        |         | $(1)(2)          |  | $(1)(2)          
|                 
|                 
|William J. Doyle  |  |                                                | 404,688 |                  |  |                   | 2,832,813 |  |  |  | 5,260,938 | 
|                 
|James F. Dietz    |  |                                                | 123,398 |                  |  |                   | 863,789   |  |  |  | 1,604,180 | 
|                 
|Wayne R. Brownlee |  |                                                | 103,200 |                  |  |                   | 722,397   |  |  |  | 1,341,594 | 
|                 
|Garth W. Moore    |  |                                                | 93,000  |                  |  |                   | 657,000   |  |  |  | 1,209,000 | 
|                 
|Thomas J. Regan   |  |                                                | 93,000  |                  |  |                   | 657,000   |  |  |  | 1,209,000 | 
|                 
|                 



|    |                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Figures represent estimated payout at the end of
	the current performance cycle (December 31, 2002) for each
	of the Named Executive Officers, assuming Total Share Return
	(TSR) for the Corporation is -50%, 50% and 150%. TSR
	for the Corporation is calculated on the basis of appreciation
	in the share price of PCS stock over the performance period plus
	dividends.



| |                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | At a TSR of -50%, the Absolute Percentage applied
	to the target percentage (Absolute TSR) is 0%. At a
	TSR of 50% the Absolute TSR is 150% and at a TSR of 150%, the
	Absolute TSR is 300%. For the purpose of the examples, the TSR
	of the Company is assumed to exceed the TSR of the peer group by
	5, resulting in a Relative Percentage of Target Percentage of
	25.0% (Relative TSR).



|    |                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The target award percentage is adjusted (up or
	down) by multiplying it by the combined TSR factors (Absolute
	TSR and Relative TSR). The resulting award percentage is then
	applied to the total base salary earned by the executive over
	the performance cycle (3 years) while they were actively
	employed. The award is paid, in cash, within 60 days
	following the end of the performance cycle.



| |                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For Mr. Doyle, his target percentage is 70%
	and salary over the three year period would be $2,312,500
	(assuming 2001 levels for 2002). For Mr. Dietz, his target
	percentage is 45% and salary over the three years would be
	$1,096,875. For Mr. Brownlee, Mr. Moore and
	Mr. Regan, their target percentage is 40% with salaries of
	$1,031,995, $930,000 and $930,000, respectively.

Options

The following table sets forth information
concerning the grants of stock options to the Named Executive
Officers during the year ended December 31, 2001.

OPTION GRANTS DURING THE

MOST RECENTLY COMPLETED FISCAL YEAR


|                  |  |                |        |                     |  |             |      |                 |  |               |            |  |  |  |               |  |  |  |           | 
|----------------- |  | -------------- | ------ | ------------------- |  | ----------- | ---- | --------------- |  | ------------- | ---------- |  |  |  | ------------- |  |  |  | --------- | 
|                 
|                 
|                 
|                 
|                 
|Individual Grants
|                 
|                 
|                  |  | Number of      |        |                    
|                  |  | Securities     |        | % of Total Options  |  |            
|                  |  | Underlying     |        | Granted to          |  | Exercise or |      |                 |  | Grant Date   
|                  |  | Options        |        | Employees in Fiscal |  | Base Price  |      |                 |  | Present Value
|Name              |  | Granted(1)(2)# |        | Year                |  | $/Share     |      | Expiration Date |  | (3)(4)$      
|                 
|                 
|William J. Doyle  |  |                | 70,000 |                     |  |             | 8.01 |                 |  |               | 62.99      |  |  |  | Nov. 20, 2011 |  |  |  | 1,452,500 | 
|                 
|James F. Dietz    |  |                | 35,000 |                     |  |             | 4.00 |                 |  |               | 62.99      |  |  |  | Nov. 20, 2011 |  |  |  | 726,250   | 
|                 
|Wayne R. Brownlee |  |                | 30,000 |                     |  |             | 3.43 |                 |  |               | Cdn. 99.92 |  |  |  | Nov. 20, 2011 |  |  |  | 609,004   | 
|                 
|Garth W. Moore    |  |                | 30,000 |                     |  |             | 3.43 |                 |  |               | Cdn. 99.92 |  |  |  | Nov. 20, 2011 |  |  |  | 609,004   | 
|                 
|Thomas J. Regan   |  |                | 30,000 |                     |  |             | 3.43 |                 |  |               | 62.99      |  |  |  | Nov. 20, 2011 |  |  |  | 622,500   | 
|                 
|                 

12



---



##### 





|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Options granted pursuant to the
	Corporations Stock Option Plan  Officers and
	Employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(2) | Options granted on November 20, 2001.
	Subject to the terms of the applicable plan, each option is
	exercisable with respect to one-half of the indicated number on
	or after November 20, 2002 and with respect to the balance
	of the indicated number on or after November 20, 2003 (or
	earlier in the event of a change of control of the
	Corporation as defined in the Corporations Stock Option
	Plan  Officers and Employees). All options are
	transferable (without consideration) to the spouse, children and
	grandchildren of the original optionee (or to a trust,
	partnership or limited liability company, the entire beneficial
	interest of which is held by one or more of the foregoing
	persons), in accordance with the terms and conditions of the
	Stock Option Plan  Officers and Employees.
|   
|(3) | The Modified Black-Scholes Option Pricing Model
	was used to determine the grant date present value of the stock
	options granted in November, 2001 by the Corporation to the
	Named Executive Officers. Under the Modified Black-Scholes
	Option Pricing Model, the grant date present value of the stock
	options referred to in the table was Cdn. $32.33 per Share for
	Mr. Brownlee and Mr. Moore and $20.75 per Share for
	Mr. Doyle, Mr. Dietz and Mr. Regan. The material
	assumptions and adjustments incorporated in the Modified
	Black-Scholes Option Pricing Model in estimating the value of
	options reflected in the above table include the following:                                                                                                                                                     



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | an option term of 8 years; with respect to
	the options granted to Mr. Brownlee and Mr. Moore, an
	interest rate of 4.54% (representing the interest rate on a
	Canadian Treasury security with a maturity date corresponding to
	that of the option term) and with respect to options granted to
	Mr. Doyle, Mr. Dietz and Mr. Regan, an interest
	rate of 4.50% (representing the interest rate on a
	U.S. Treasury security with a maturity date corresponding
	to that of the option term);
|
| | (ii)  | with respect to the options granted to
	Mr. Brownlee and Mr. Moore, volatility of 32.90%
	(calculated using daily stock prices on The Toronto Stock
	Exchange for the three-year period prior to the grant date) and
	with respect to options granted to Mr. Doyle,
	Mr. Dietz and Mr. Regan, volatility of 31.12%
	(calculated using daily stock prices on the New York Stock
	Exchange for the three-year period prior to the grant date);                                                   
|
| | (iii) | with respect to the options granted to
	Mr. Brownlee and Mr. Moore, dividends at the rate of
	Cdn. $1.572 per Share and with respect to options granted
	to Mr. Doyle, Mr. Dietz and Mr. Regan, dividends
	at the rate of $1.00 per Share (representing the annualized
	dividends paid with respect to a Share at the date of grant); and                                                                                                                                                      
|
| | (iv)  | a reduction of approximately 10% to reflect the
	probability of forfeiture due to termination prior to vesting
	and the probability of a shortened option term due to
	termination of employment prior to the option expiration date.                                                                                                                                                                                                                                                          



| |                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The ultimate values of the options will depend on
	the future market price of the Shares, which cannot be
	forecast with reasonable accuracy. The actual value, if any, an
	optionee will realize upon exercise of an option will depend on
	the excess of the market value of the Shares over the
	exercise price on the date the option is exercised.



|    |                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Amounts denominated in Canadian dollars are
	converted to United States dollars at the exchange rate in
	effect at the date of grant of the options.

13



---



##### 



The following table sets forth the options
exercised during the year ended December 31, 2001 by the
Named Executive Officers, the number of options held by the
Named Executive Officers at Year end, and the year-end value of
unexercised in-the-money options held by such individuals at
December 31, 2001.

AGGREGATED OPTION EXERCISES DURING THE MOST
RECENTLY COMPLETED

FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES


|                  |  |                       |        |                      |  |             |         |             |  |             |         |             |  |  |         |  |  |  |           |  |  |  |        | 
|----------------- |  | --------------------- | ------ | -------------------- |  | ----------- | ------- | ----------- |  | ----------- | ------- | ----------- |  |  | ------- |  |  |  | --------- |  |  |  | ------ | 
|                 
|                 
|                 
|                 
|                  |  |                       |        |                     
|                  |  | Number of             |        | Value of Unexercised
|                  |  | Securities Underlying |        | in-the-Money Options
|                  |  | Options At FY-End     |        | at FY-End(1)        
|                  |  |                      
|                  |  | Securities            |        |                      |  |            
|                  |  | Acquired on           |        | Aggregate Value      |  |             |         | #           |  |             |         | $          
|                  |  | Exercise              |        | Realized             |  | #           |         | Not         |  | $           |         | Not        
|Name              |  | #                     |        | $                    |  | Exercisable |         | Exercisable |  | Exercisable |         | Exercisable
|                 
|                 
|William J. Doyle  |  |                       |       |                      |  |             |        |             |  |             | 283,500 |             |  |  | 105,000 |  |  |  | 1,590,817 |  |  |  | 15,487 | 
|                 
|James F. Dietz    |  |                       |       |                      |  |             |        |             |  |             | 72,500  |             |  |  | 52,500  |  |  |  | 273,131   |  |  |  | 7,744  | 
|                 
|Wayne R. Brownlee |  |                       |       |                      |  |             |        |             |  |             | 138,500 |             |  |  | 45,000  |  |  |  | 1,171,892 |  |  |  | 23,111 | 
|                 
|Garth W. Moore    |  |                       | 10,000 |                      |  |             | 242,837 |             |  |             | 111,000 |             |  |  | 45,000  |  |  |  | 376,861   |  |  |  | 23,111 | 
|                 
|Thomas J. Regan   |  |                       |       |                      |  |             |        |             |  |             | 53,750  |             |  |  | 45,000  |  |  |  | 272,025   |  |  |  | 6,637  | 
|                 
|                 



|    |                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Values are calculated by determining the amount
	by which the market value of the Shares underlying the
	options on December 31, 2001 exceeded the exercise prices
	of the options and converting Canadian dollar amounts to United
	States dollars using the December 31, 2001 exchange rate of
	$.6279.

Pension Plans

The Corporation maintains the Potash Corporation
of Saskatchewan Inc. Pension Plan (the PCS Plan)
which generally requires all participating employees to
contribute 5.5% of their earnings (or such lesser amount as is
deductible for Canadian Income Tax purposes) to the PCS Plan and
the Corporation to contribute an equal amount. When an
individual retires, the full amount in the individuals
account is used to produce the pension.

The Corporation maintains a Supplemental
Retirement Income Plan (the Supplemental Plan) which
is unfunded and non-contributory and which provides a
supplementary pension benefit for certain of the
Corporations officers and key managers. Under the basic
terms of the Supplemental Plan a pension benefit is provided in
an amount equal to 2% of the participants average three
highest years earnings multiplied by the
participants years of pensionable service (to a maximum of
35 years), minus any annual retirement benefit payable
under the PCS Plan or certain other tax qualified plans
maintained by the Corporation or any of its subsidiaries.
Benefits under the Supplemental Plan are paid in the currency in
which the participants earnings are denominated. For the
purposes of the Supplemental Plan, earnings are defined as the
participants annual base pay plus 100% of all bonuses paid
or payable in the year pursuant to the Short-Term Incentive
Plan. The normal retirement age pursuant to the Supplemental
Plan is 65, with a reduction in benefits for early retirement
prior to age 62. No benefits pursuant to the Supplemental Plan
are payable if termination occurs prior to age 55. Benefits
payable to employees who have reached the minimum age
(55) for retirement pursuant to the Supplemental Plan are
secured by letters of credit provided by the Corporation and are
generally paid in the form of an annuity for life, or at a
participants election, in a single lump sum payment equal
to the actuarial present value of the annual benefit provided by
the Supplemental Plan.

For a designated group of senior officers of the
Corporation, including Mr. Doyle, Mr. Brownlee and
Mr. Moore, the benefit payable is an amount equal to:
(i) 5% of the senior officers average three highest
years earnings multiplied by the senior officers
years of pensionable service (to a maximum of 10 years),
plus (ii) 2% of the senior officers average three
highest years of earnings multiplied by the senior
officers years of pensionable service in excess of
25 years to a maximum of 10 additional years, minus
(iii) any annual retirement benefit payable under the PCS
Plan and certain other tax qualified plans maintained by the
Corporation or any of its subsidiaries. In addition, for such
designated group of senior officers, earnings will

14



---



##### 



also include payments to the participant pursuant
to the Long-Term Incentive Plan at the end of a performance
cycle, allocated equally over the three years in the performance
cycle.


The following table shows the estimated annual
benefits payable upon retirement to Mr. Doyle,
Mr. Brownlee and Mr. Moore pursuant to the
Supplemental Plan. Estimated benefits payable pursuant to the
Supplemental Plan will be reduced by any benefits payable for
Mr. Doyle, Mr. Brownlee and Mr. Moore pursuant to
the PCS Plan and certain other tax qualified plans maintained by
the Corporation or any of its subsidiaries.

SUPPLEMENTAL RETIREMENT INCOME PLAN
TABLE

|             |  |                  |  |           |  |           |  |           |  |          
|------------ |  | ---------------- |  | --------- |  | --------- |  | --------- |  | ---------
|             |  |                 
|Remuneration |  | Years of Service
|            
|            
|$            |  | 10               |  | 20        |  | 30        |  | 40        |  | 50       
|            
|            
|$ 250,000    |  | $ 125,000        |  | $ 125,000 |  | $ 150,000 |  | $ 175,000 |  | $ 175,000
|            
|500,000      |  | 250,000          |  | 250,000   |  | 300,000   |  | 350,000   |  | 350,000  
|            
|1,000,000    |  | 500,000          |  | 500,000   |  | 600,000   |  | 700,000   |  | 700,000  
|            
|1,500,000    |  | 750,000          |  | 750,000   |  | 900,000   |  | 1,050,000 |  | 1,050,000
|            
|2,000,000    |  | 1,000,000        |  | 1,000,000 |  | 1,200,000 |  | 1,400,000 |  | 1,400,000
|            
|3,000,000    |  | 1,500,000        |  | 1,500,000 |  | 1,800,000 |  | 2,100,000 |  | 2,100,000
|            

As of December 31, 2001, the three highest
year average earnings for purposes of the Supplemental Plan for
each Named Executive Officer participating in the Supplemental
Plan were as follows: $1,521,572 for Mr. Doyle, $491,782
for Mr. Brownlee and $458,350 for Mr. Moore. The
salary calculations for Mr. Doyle, Mr. Brownlee and
Mr. Moore include no provision for payouts pursuant to the
LTIP plan, which amounts will not be known until the expiration
of the current performance period. The estimated credited years
of service at assumed retirement age of 65 for each of the Named
Executive Officers participating in the Supplemental Plan are as
follows: 28 years for Mr. Doyle, 41 years for
Mr. Brownlee and 31 years for Mr. Moore.

Prior to January 1, 1999, PCS Phosphate and
PCS Nitrogen maintained separate defined benefit pension plans
for their respective eligible U.S. employees, including
Mr. Dietz in the case of PCS Nitrogen and Mr. Regan in
the case of PCS Phosphate. Effective January 1, 1999 the
Corporation consolidated its pension plans for
U.S. employees and the Nitrogen Pension Plan was merged
with and into the Phosphate Pension Plan to form a new
U.S. Pension Plan (the U.S. Pension Plan).

Under the U.S. Pension Plan, participants
age 62 or older with at least 20 years of service, receive
a retirement benefit of 1 1/2% of the participants
final average compensation (as defined below) multiplied by the
participants years of service accrued after
December 31, 1998 (maximum 35 years) in the form of a
life annuity. Participants with service accrued prior to
January 1, 1999 under the Phosphate Pension Plan or the
Nitrogen Pension Plan have a portion of their retirement benefit
calculated in accordance with the applicable benefit formula as
in effect on December 31, 1998. Employees not meeting the
minimum age or years of service requirement at termination
receive a reduced benefit.

Pursuant to the U.S. Pension Plan, final
average compensation is defined as compensation for the highest
paid 60 consecutive months of service out of the last
120 months of service. Compensation is defined as a
participants base pay plus bonus. The benefits available
under the U.S. Pension Plan are not subject to offset for
other retirement benefits.

The retirement benefits from the
U.S. Pension Plan for Mr. Dietz and Mr. Regan are
subject to certain limitations on the amount of retirement
benefits that may be provided under U.S. tax qualified
pension plans. PCS Phosphate maintains a supplemental benefits
plan (the Phosphate Supplemental Plan) which is an
unfunded and non-qualified plan intended to provide participants
therein, including Mr. Regan, the same aggregate retirement
benefits such participant would have received had there been no
legal limitations on the benefits provided by the
U.S. plan. Mr. Dietz does not currently participate in
any supplemental plan.

15



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##### 



However, the Company is continuing to develop an
appropriate supplemental retirement plan to address such
limitations.


For Mr. Dietz and Mr. Regan, the
following table represents an estimate of the retirement income
calculated pursuant to the U.S. Pension Plan for service on
or after January 1, 1999 (assuming the implementation of a
supplemental plan to address applicable limitations under the
U.S. Internal Revenue Code for Mr. Dietz, and taking
into account Mr. Regans benefit under the Phosphate
Supplemental Plan).

POST-1998 SERVICE TABLE

|             |  |                  |  |          |  |          |  |          |  |         
|------------ |  | ---------------- |  | -------- |  | -------- |  | -------- |  | --------
|             |  |                 
|Remuneration |  | Years of Service
|            
|            
|$            |  | 10               |  | 15       |  | 20       |  | 25       |  | 30      
|            
|            
|$200,000     |  | $ 30,000         |  | $ 45,000 |  | $ 60,000 |  | $ 75,000 |  | $ 90,000
|            
|300,000      |  | 45,000           |  | 67,500   |  | 90,000   |  | 112,500  |  | 135,000 
|            
|400,000      |  | 60,000           |  | 90,000   |  | 120,000  |  | 150,000  |  | 180,000 
|            
|500,000      |  | 75,000           |  | 112,500  |  | 150,000  |  | 187,500  |  | 225,000 
|            
|600,000      |  | 90,000           |  | 135,000  |  | 180,000  |  | 225,000  |  | 270,000 
|            

As of December 31, 2001, the final average
compensation for the purposes of the U.S. Pension Plan and
any applicable supplemental plan for Mr. Dietz was $469,756
and for Mr. Regan was $364,821. The estimated credited
years of post-1998 service at normal retirement age of 65 for
Mr. Dietz is 13 years and for Mr. Regan
10 years.

As of December 31, 1998, the Nitrogen
Pension Plan provided a normal monthly retirement benefit equal
to the sum of (i) 1.1% of the participants average
monthly pay during the highest paid 60 consecutive calendar
months of the last 120 calendar months of employment
multiplied by the participants credited service and
(ii) 0.4% of (a) the excess of such average monthly
pay over the participants covered compensation
multiplied by (b) the participants credited service
(up to a maximum of 35 years). Covered
compensation is defined as the 35-year average of the
U.S. Social Security wage bases measured from the year in
which the participant reaches Social Security retirement age.

The following table represents an estimate of the
pre-1999 service component of the retirement income of
Mr. Dietz at the levels of average compensation and years
of service shown calculated pursuant to the formula in the
Nitrogen Pension Plan (assuming the implementation of a
supplemental plan to address applicable limitations under the
U.S. Internal Revenue Code). The following calculations use
the applicable social security earning limit based on
Mr. Dietzs year of birth, 1946.

PRE-1999 SERVICE TABLE

|             |  |                  |  |          |  |          |  |          |  |         
|------------ |  | ---------------- |  | -------- |  | -------- |  | -------- |  | --------
|             |  |                 
|Remuneration |  | Years of Service
|            
|            
|$            |  | 5                |  | 10       |  | 15       |  | 20       |  | 25      
|            
|            
|$200,000     |  | $ 14,000         |  | $ 28,000 |  | $ 42,000 |  | $ 55,000 |  | $ 69,000
|            
|300,000      |  | 21,000           |  | 43,000   |  | 64,000   |  | 85,000   |  | 107,000 
|            
|400,000      |  | 29,000           |  | 58,000   |  | 87,000   |  | 115,000  |  | 144,000 
|            
|500,000      |  | 36,000           |  | 73,000   |  | 109,000  |  | 145,000  |  | 182,000 
|            
|600,000      |  | 44,000           |  | 88,000   |  | 132,000  |  | 175,000  |  | 219,000 
|            

As of December 31, 2001, the estimated
credited years of pre-1999 service at normal retirement age of
65 for Mr. Dietz is 6 years. Final average
compensation is the same as that calculated for the purpose of
the U.S. Pension Plan and post-1998 service.

16



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##### 



As of December 31, 1998, the PCS Phosphate
Plan benefit formula provided a retirement benefit of 2% of the
participants final average compensation multiplied by the
participants years of service (maximum 35 years).
Prior to 1999, participants in the PCS Phosphate Plan were
required to contribute 1% of base monthly compensation to the
plan. The following table represents an estimate of the pre-1999
service component retirement income of Mr. Regan at the
levels of average compensation and years and service shown
calculated pursuant to the benefit formulas in the PCS Phosphate
Plan and the Phosphate Supplemental Plan, and includes the 1%
participant contribution.

PRE-1999 SERVICE TABLE

|             |  |                  |  |          |  |          |  |          |  |         
|------------ |  | ---------------- |  | -------- |  | -------- |  | -------- |  | --------
|             |  |                 
|Remuneration |  | Years of Service
|            
|            
|$            |  | 10               |  | 15       |  | 20       |  | 25       |  | 30      
|            
|            
|$150,000     |  | $ 30,000         |  | $ 45,000 |  | $ 60,000 |  | $ 75,000 |  | $ 90,000
|            
|200,000      |  | 40,000           |  | 60,000   |  | 80,000   |  | 100,000  |  | 120,000 
|            
|250,000      |  | 50,000           |  | 75,000   |  | 100,000  |  | 125,000  |  | 150,000 
|            
|300,000      |  | 60,000           |  | 90,000   |  | 120,000  |  | 150,000  |  | 180,000 
|            
|400,000      |  | 80,000           |  | 120,000  |  | 160,000  |  | 200,000  |  | 240,000 
|            

As of December 31, 2001, the estimated
credited years of pre-1999 service at normal retirement age of
65 for Mr. Regan is 12 years and final average
compensation is $274,721. Final average compensation is
calculated in the same manner as the U.S. Pension Plan and
post-1998 service, but compensation is defined as a
participants base pay only.

Employment Contracts and Termination of
Employment

Change in Control Agreements

Effective December 30, 1994, the
Corporation, and where applicable, PCS Sales, entered into
Change in Control Agreements with certain senior executives,
including Mr. Doyle, Mr. Brownlee and Mr. Moore.
The initial term of each Change in Control Agreement was to
December 31, 1997; however, the Change in Control
Agreements were automatically renewed to December 31, 1998
and continue to be subject to automatic renewal for successive
one year terms until the employee reaches age 65 or unless
either party gives notice of termination. A change in control of
the Corporation will be deemed to have occurred if:



| |     |                                                                                                                                                                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | there is a significant (50 percent or more)
	change in the Board within any two year period, not including
	replacement directors approved for nomination by the Board;                                                             
|
| | (b) | there occurs an amalgamation, merger,
	consolidation, or other transaction whereby the control of the
	existing shareholders of the Corporation is diluted to less than
	50 percent control of the surviving or consolidated entity;
|
| | (c) | there occurs a significant (50 percent or
	more based on book value) sale or other disposition of the fixed
	assets of the Corporation within any twelve month period; or                                                           
|
| | (d) | any party acquires 20 percent or more of the
	voting securities of the Corporation.                                                                                                                                                 

Benefits pursuant to the Change in Control
Agreements will be payable upon termination of the
executives employment within two years following a change
in control. Termination of the executives employment is
defined to include the executive ceasing to be employed for any
reason, including constructive dismissal, except by reason of
death, disability, resignation or voluntary retirement, or
dismissal for dishonest or wilful misconduct.

17



---



##### 



The severance benefit entitlements upon
termination of employment following a change in control of the
Corporation are:



| |     |                                                                                                            
| | --- | -----------------------------------------------------------------------------------------------------------
| | (a) | a lump sum payment of three times the
	executives base salary and average bonus for the last
	three years;
|
| | (b) | a lump sum payment of the pro-rata target bonus
	for the short year in which termination occurs;           
|
| | (c) | immediate vesting and cash out of all outstanding
	Long Term Incentive Plan awards;                        

Payments to be made pursuant to the foregoing and
relating to the employees bonus may be deferred by the
executive for up to three years or for such other period as may
be permitted by the Income Tax Act (Canada);



| |     |                                                                                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) | a credit of three additional years of service
	under the Supplemental Plan;                                                                                                                                           
|
| | (e) | three year continuation of medical, disability,
	and group term life insurance. These benefits terminate,
	however, upon obtaining similar coverage from a new employer or
	upon commencement of retiree benefits; and
|
| | (f) | financial or outplacement counselling to a
	maximum of Cdn$10,000.                                                                                                                                                    

All outstanding non-exercisable options granted
to the executive pursuant to the Corporations stock option
plan for officers and employees become exercisable upon the
occurrence of a change in control. In the event no public market
for the Shares exists, the Corporation (or PCS Sales as the
case may be) will compensate the executive for the value of his
or her options on the basis of a share value approved by the
shareholders of the Corporation upon a change in control, or, if
no such value has been approved, then based upon the market
value of the Shares when last publicly traded. For
Mr. Doyle, there is provision for a gross up of
payments to cover excise taxes if payable in respect of such
benefits.

Other

The current severance policy of the Corporation
for termination without cause, which is applicable to all
salaried employees including the Named Executive Officers, is
notice of impending termination, or payment of salary in lieu of
notice, equivalent to two weeks for each complete year of
service (subject to a minimum of 4 weeks and a maximum of
52 weeks). Such policy is superseded by specific
termination provisions contained in a written agreement.

COMPENSATION COMMITTEE

Composition of the Compensation
Committee

The following individuals served as members of
the Compensation Committee during the year which ended on
December 31, 2001.

Barrie A. Wigmore (Chairman)

Isabel B. Anderson


Frederick J. Blesi


Dallas J. Howe


Jeffrey J. McCaig


Paul J. Schoenhals


Daryl K. Seaman


Ms. Anderson and Mr. Seaman were
members of the Committee until their retirement from the board
in May 2001. Messrs. Blesi, Howe, and McCaig were appointed
to the Committee in May 2001.

18



---



##### 



Compensation Committee Report on Executive
Compensation

The Compensation Committee of the Board (the
Committee) is, at present, composed of five
independent directors. The Committee is charged with formulating
and making recommendations to the Board in respect of
compensation issues relating to directors and senior officers of
the Corporation. The Committee also makes recommendations
regarding the Corporations Stock Option Plans and
administers its Short and Long-Term Incentive Plans, each in
accordance with its terms. The Committee reviews and makes
recommendations regarding the general merit increase budget for
salaried and non-bargaining hourly employees. In addition, the
Committee, in consultation with the Chief Executive Officer,
considers and reports to the Board regarding corporate
succession matters.

Executive compensation policies are designed with
the objective of attracting and retaining qualified executives
by providing compensation packages which are competitive within
the marketplace and by compensating them in a manner which
encourages individual performance consistent with shareholder
expectations.

Salary

The Corporation has established a system of
tiered salary levels for senior executives (i.e. vice president
and above) of the Corporation. Currently, each senior executive
position is assigned to the appropriate salary tier, considering
the positions internal value as well as external
competitive comparisons with information provided by independent
compensation consultants. Each individuals salary is then
set within the applicable range determined for the tier, taking
into account the individuals duties, performance and
experience. Individual executive salaries are subject to
approval by the Chief Executive Officer and the Compensation
Committee of the Board.

Short-Term Incentive Compensation

The Corporations Short-Term Incentive Plan
is intended to aid in developing strong corporate management by
providing financial incentives to key employees to achieve
objectives which contribute materially to the Corporations
success. The plan presently provides for incentive awards based
on an individuals performance, position with the
Corporation and the financial results of the Corporation. Ranges
of incentive awards are established for each position, which
awards are expressed as a percentage of annual salary. The
actual percentage used in calculating the award is generally
determined by the Corporations cash flow return (as
defined) in relation to a pre-established target, subject to
adjustment based upon the individuals performance and such
other factors as the Committee deems appropriate. For certain
participants in the plan employed at particular operating
facilities, the award percentage is adjusted pursuant to a
formula designed to reflect the actual results of the operating
facility compared to an approved target for that facility. Under
the terms of the plan, generally no payments are made when the
cash flow return is less than 50% of the target set by the Board
for that year. For senior executives, which include the Named
Executive Officers, incentive awards range from 15% to 140% of
salary depending upon actual cash flow return as compared to
target return once the minimum threshold requirement has been
met, all subject to adjustment based on the Executives
performance and such other factors as the Committee deems
appropriate.

Long-Term Incentive Compensation

The Corporations Long-Term Incentive Plan,
as amended, is designed to retain high-potential, high-value
employees, to recognize and reward their significant
contributions to the long-term success of the Corporation, and
to align their interests more closely with the shareholders of
the Corporation. Performance under this cash based plan is
measured by reference to Total Shareholder Return
(TSR). TSR measures the capital appreciation of PCS
stock and includes dividends paid. As such, it simulates the
actual investment performance realized by shareholders.

19



---



##### 



The Long-Term Incentive Plan considers both the
absolute TSR of PCS, and the TSR performance relative to a peer
group of companies. For purposes of the plan the peer group of
companies includes, at present:



| |   |                                      
| | - | -------------------------------------
| |  | Agrium Inc.;                         
|
| |  | IMC Global Inc.;                     
|
| |  | Mississippi Chemical Corporation; and
|
| |  | Terra Industries Inc.                

Each executive is assigned a target award
percentage ranging from 20% to 70%. This target award percentage
is adjusted (up or down) by multiplying it by the combined TSR
factors (Absolute TSR and Relative TSR). The resulting award
percentage is then applied to the total base salary earned by
the executive over the performance cycle (3 years) while
they were actively employed. The award is paid, in cash, within
60 days following the end of the performance cycle.

In the event a participant in the plan is
terminated without cause or in the event of death, disability or
retirement, awards are calculated up to the time of the
applicable event and paid within a reasonable time. In the event
of a voluntary termination or termination with cause, all rights
under the plan are forfeited.

The interests of management are also tied to the
interests of the Corporations shareholders through the
annual grant of options to executives and other key employees
pursuant to the Corporations Stock Option Plan 
Officers and Employees. The options are granted at 100% of
market value, become exercisable over two years (or earlier in
the event of a change of control as defined in the
plan) and expire after ten years. Options are granted having
regard to the position in and contribution made to the
Corporation by the individual involved. The number of Shares
subject to options granted to an individual is a function of the
individuals position within the Corporation and his or her
ability to affect corporate performance.

In considering whether to grant options and how
many Shares are to be subject to options, the Committee
considers the aggregate number of options outstanding and is
also guided in such matters by applicable regulatory constraints.

In relative terms, greater value within the
compensation package is delivered through incentive compensation
(short-term incentives, long-term incentives and options) than
annual base salary. However, each element of the package is
designed to complement the others in enabling the Corporation to
achieve the objectives of its compensation policies.

Chief Executive Officer Compensation

The Committee reviews annually the CEOs
salary, any awards under the Short and Long-Term Incentive Plans
and any grant of options under the Corporations Stock
Option Plan  Officers and Employees. The CEOs
annual salary is determined primarily on the basis of his
individual performance and the performance of the Corporation.
While no mathematical weighting formula exists, the Committee
considers all factors which it deems relevant including the net
income of the Corporation, the Corporations share price,
the duties and responsibilities of the CEO and current
compensation levels. Awards pursuant to the Short and Long-Term
Incentive Plans and under the Corporations Stock Option
Plan  Officers and Employees are made in accordance
with the plans as outlined above.

Reference is also made to the compensation of
chief executive officers of an appropriate comparable group of
companies selected by the Corporation. The comparison of the
Corporations CEO compensation to the comparable group
incorporates many factors including the relative size of the
companies, their profitability and share price, the duties of
the chief executive officer and any other extenuating or special
circumstances.

Mr. Doyles compensation for 2001 as
set forth in the Summary Compensation Table was determined in
accordance with the foregoing.

Submitted on behalf of the Compensation
Committee: Barrie A. Wigmore, Frederick J. Blesi,
Dallas J. Howe, Jeffrey J. McCaig and Paul J.
Schoenhals.

20



---



##### 



PERFORMANCE GRAPHS

The following graph illustrates the
Corporations cumulative shareholder return, assuming
reinvestment of dividends, by comparing a Cdn$100 investment in
the Corporations Shares at December 31, 1996 to the
return on the TSE 300 Total Return Index.

(Performance Graph)

|                                                       |  |        |      |        |  |        |      |        |  |        |      |        |  |  |      |  |  |  |      |  |  |  |      | 
|------------------------------------------------------ |  | ------ | ---- | ------ |  | ------ | ---- | ------ |  | ------ | ---- | ------ |  |  | ---- |  |  |  | ---- |  |  |  | ---- | 
|                                                       |  |       
|                                                       |  |       
|                                                       |  | Dec-96 |      | Dec-97 |  | Dec-98 |      | Dec-99 |  | Dec-00 |      | Dec-01
|                                                      
|                                                      
|Potash Corporation of Saskatchewan
	Inc.  TSE Listing |  |        | $100 |        |  |        | $103 |        |  |        | $87  |        |  |  | $63  |  |  |  | $109 |  |  |  | $92  | 
|                                                      
|TSE 300                                                |  |        | $100 |        |  |        | $115 |        |  |        | $113 |        |  |  | $149 |  |  |  | $160 |  |  |  | $140 | 
|                                                      

21



---



##### 



The following graph illustrates the
Corporations cumulative shareholder return, assuming
reinvestment of dividends, by comparing a $100 investment in the
Corporations Shares at December 31, 1996 to the
return on the Standard & Poors 500 Index and the
shareholder return of a peer group of fertilizer producers and
marketers selected by the Corporation.

(Cumulative Total Return Graph)

|                                                               |  |        |      |        |  |        |      |        |  |        |      |        |  |  |      |  |  |  |      |  |  |  |      | 
|-------------------------------------------------------------- |  | ------ | ---- | ------ |  | ------ | ---- | ------ |  | ------ | ---- | ------ |  |  | ---- |  |  |  | ---- |  |  |  | ---- | 
|                                                               |  |       
|                                                               |  |       
|                                                               |  | Dec-96 |      | Dec-97 |  | Dec-98 |      | Dec-99 |  | Dec-00 |      | Dec-01
|                                                              
|                                                              
|Potash Corporation of Saskatchewan
        Inc.  NYSE Listing |  |        | $100 |        |  |        | $99  |        |  |        | $77  |        |  |  | $59  |  |  |  | $98  |  |  |  | $78  | 
|                                                              
|Self-selected Peer Group                                       |  |        | $100 |        |  |        | $87  |        |  |        | $58  |        |  |  | $41  |  |  |  | $53  |  |  |  | $45  | 
|                                                              
|S&P 500®                                                       |  |        | $100 |        |  |        | $133 |        |  |        | $171 |        |  |  | $208 |  |  |  | $189 |  |  |  | $166 | 
|                                                              

The Self-selected Peer Group consists of:

|                           |  |        |     |  |  | 
|-------------------------- |  | ------ | --- |  |  | 
|Company                    |  | Symbol |     | 
|                           |  |        |     | 
|Agrium Inc.*               |  |        | AGU |  |  | 
|IMC Global Inc.            |  |        | IGL |  |  | 
|Mississippi Chemical Corp. |  |        | GRO |  |  | 
|Terra Industries Inc.      |  |        | TRA |  |  | 



|  |                                
|- | -------------------------------
|* | Toronto Stock Exchange listing.

COMPENSATION OF DIRECTORS

Directors of the Corporation are compensated
through the cash payment of an annual retainer plus other fees,
the grant of stock options and the grant of Share Units (as
hereinafter defined). Each outside directors

22



---



##### 



compensation package, comprised of the above
components, approximates $100,000 annually, with the Board
Chairs compensation package approximating $300,000
annually. Details regarding each component of the compensation
packages are as follows.


Except as set forth below, each director who is
not also an officer or employee of the Corporation (an
outside director) receives from the Corporation an
annual retainer of $30,000, a per diem fee of $1,000 for
meetings he or she attends and a travel fee of $500 per day
where travel is required on a day or days on which a meeting
does not occur. Outside directors receive an additional $3,500
per year if a chair of a Board committee. Each outside director
who is a member of a Board committee receives a per diem fee of
$1,000 for meetings he or she attends, provided such meetings
are not held the same day as a Board meeting. Outside directors
are also reimbursed for expenses incurred in discharging their
responsibilities. Mr. Phillips, as Board Chair, receives an
annual retainer of $100,000 (as opposed to $30,000).

On November 20, 2001, the Board granted
options with limited transferability (pursuant to the Stock
Option Plan  Directors) to purchase 1,500 Shares
to each director of the Corporation, with the exception of
Mr. Doyle and Mr. Phillips. Mr. Phillips, as
Board Chair, received an option to purchase 4,000 Shares.
Such options have an exercise price equal to the fair market
value of the Shares at the time the options were granted
(Cdn $99.92 per Share for non-U.S. resident directors and
$62.99 for U.S. resident directors, respectively), become
exercisable over two years (or earlier in the event of a
change in control of the Corporation as defined in
the Stock Option Plan  Directors) and expire ten
years after the date on which they were granted. A Black-Scholes
valuation methodology, resulting in a value of $20.50 per share,
was applied to these options to determine their present value
for the purposes of calculating this component of the annual
compensation package.

Effective November 20, 2001, the Corporation
adopted a Deferred Share Unit Plan for Non-Employee Directors
(the Plan), which entitles non-employee directors to
receive discretionary grants of deferred share units
(Share Units), each of which has a value equal to
the market value of a Share. The Plan also allows the director
to defer, in the form of Share Units, up to 100% of the annual
retainer fees and any other fees payable to such director in
respect of serving as a director (Fees), which would
otherwise be payable in cash. The Plan is intended to enhance
the Corporations ability to attract and retain highly
qualified individuals to serve as directors and promote a
greater alignment of interests between such directors and the
shareholders of the Corporation.

The number of Share Units credited to the
directors account with respect to Fees that the director
elects to allocate to the Plan is determined as of the last
trading day of each calendar quarter and is equal to the
quotient obtained by dividing (a) the aggregate amount of
Fees allocated to the Plan for the relevant calendar quarter by
(b) the market value of a Share on such last trading day
(determined on the basis of the closing price on The Toronto
Stock Exchange for participants resident in Canada and on the
basis of the closing price on the New York Stock Exchange for
all other participants). Share Units attract dividends in the
form of additional Share Units at the same rate as dividends
on Shares.

Each Share Unit is credited to the account of an
individual director and fully vests upon an award, but is
distributed only when the director has ceased to be a member of
the Board or the board of directors of any subsidiary and the
director is neither an employee of the Corporation nor of any
subsidiary. At such time, the director will receive, at the
discretion of the Compensation Committee and as approved by the
Board, either a number of Shares purchased on the open
market equal to the number of Share Units recorded in the
directors account (reduced by the amount of applicable
withholding taxes), or a cash payment equal to the market value
of the directors Share Unit entitlement (less applicable
withholding taxes).

On November 20, 2001, each non-employee
director was granted 318 Share Units, with the exception of the
Board Chair, Mr. Phillips, who was granted 1,588 Share
Units.

23



---



##### 



CORPORATE GOVERNANCE

A statement of corporate governance pursuant to
the requirements and guidelines (the Guidelines) of
The Toronto Stock Exchange relating to disclosure of corporate
governance practices is attached hereto as Appendix A.

REPORT OF AUDIT COMMITTEE

The following independent directors served as
members of the Audit Committee during the year ended
December 31, 2001:

Jack G. Vicq (Chairman)

Frederick J. Blesi


Honorable Willard Z. Estey, Q.C.


Dallas J. Howe


Jeffrey J. McCaig


Mary Mogford


Mr. McCaig was appointed to the Audit
Committee on January 23, 2001. Mr. Estey and
Mr. Howe were members of the Committee until May 10,
2001, at which time Mr. Blesi and Ms. Mogford were
appointed.

In accordance with the Audit Committee charter
adopted by the Board of Directors, the Audit Committee has
responsibility for the oversight of the Corporations
financial reporting and audit processes and related internal
controls on behalf of the Board. During the fiscal year ended
December 31, 2001, the committee met 8 times.

In overseeing the audit process, the Audit
Committee obtained from the independent auditors their letter
dated February 8, 2002 as required by the Independent
Standards Board Standard No. 1 describing all relationships
between the auditors and the company that might bear on the
auditors independence and the auditors judgment that
they are, in fact, independent and discussed with the auditors
the disclosures therein. The Committee also reviewed the
organizational structure, procedure and practices that support
the objectivity of the internal audit department. The Committee
reviewed with both the independent and the internal auditors
their audit plans, audit scope and identification of audit
risks. The Committee discussed, with and without management
present, the results of the independent auditors
examination of the financial statements and all communications
required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61,
as amended, Communication with Audit Committees. The
Committee also discussed the results of the internal audit
examinations.

In telephonic meetings with financial management,
internal audit and the independent auditors, the Audit Committee
reviewed and discussed quarterly interim financial information
prior to the earnings release for the applicable quarter. The
Committee also reviewed the quarterly and annual MD&A.

The Audit Committee reviewed and discussed the
audited financial statements of the Corporation as of and for
the fiscal year ended December 31, 2001, with management
and the independent auditors, including the quality, not just
the acceptability, of the Corporations financial reporting
practices and the completeness and clarity of the related
financial disclosures. Management is responsible for the
preparation of the Corporations financial statements and
the independent auditors are responsible for auditing those
financial statements.

Based on the above-mentioned review and
discussions with management and the independent auditors, the
Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the
Corporations Annual Report on Form 10-K for the
fiscal year ended December 31, 2001, for filing with the
Securities and Exchange Commission. The Audit Committee also
recommended the reappointment, subject to shareholder approval,
of the independent auditors.

Submitted on behalf of the Audit Committee, Jack
G. Vicq, Frederick J. Blesi, Jeffrey J. McCaig and Mary Mogford.

24



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APPOINTMENT OF AUDITORS

Proxies solicited hereby will be voted to
reappoint the firm of Deloitte & Touche LLP, the
present auditors, as auditors of the Corporation to hold office
until the next annual meeting of shareholders, unless the
shareholder signing such proxy specifies otherwise. The
affirmative vote of a majority of Shares voted on such
matter is required to reappoint the firm of Deloitte &
Touche LLP, as auditors of the Corporation. A representative of
Deloitte & Touche LLP is expected to attend the
Meeting. At that time the representative will have the
opportunity to make a statement if he or she desires and will be
available to respond to appropriate questions.

For the year ended December 31, 2001,
Deloitte & Touche LLP received the following fees:



| |                                                                          
| | -------------------------------------------------------------------------
| | (a)  Audit Fees  $1,224,000;                                            
|
| | (b)  Financial Information System
	Design & Implementation Fees  $0; and
|
| | (c)  All Other Fees 
	$782,000.                                         

The Audit committee of the Board has considered
and is of the view that the services provided in (b) and
(c) set forth above are compatible with maintaining the
auditors independence. The committee continues to monitor
and review the independence of its auditors on an on-going basis.

CBCA CONTINUANCE

At the Meeting, shareholders will be asked to
consider and, if thought appropriate, to pass a special
resolution (the Continuance Resolution) in
the form set out in Appendix B to this Information Circular
approving the continuance of the Corporation under the Canada
Business Corporations Act (the CBCA). A
continuance is a transfer of the Corporations jurisdiction
of incorporation. Upon completion of the Continuance, the
Corporation will become a corporation governed by the CBCA as if
it had been incorporated under the CBCA and The Business
Corporations Act(Saskatchewan) (the
SBCA) will cease to apply to the Corporation.
The Corporation will then be registered in Saskatchewan as an
extra-provincial corporation.

The Corporation is currently governed, as to
matters of corporate law, by the SBCA. The SBCA requires
shareholder approval by special resolution and approval by the
Director under the SBCA to effect a continuance to another
jurisdiction. Before a continuance is effected, shareholders
must be given at least 21 and no more than 50 days notice
before the Meeting. At the Meeting, the Continuance Resolution
must be passed by a majority of not less than two-thirds of the
votes cast by shareholders represented in person or by proxy.
The Continuance Resolution also includes approval for a new
General By-Law (the General By-Law) of the
Corporation to replace the Corporations existing By-Law
No. 5 and By-Law No. 6, which will be repealed in
connection with the Continuance. Each share of the Corporation
carries a right to vote on the Continuance Resolution .

The proposed articles of continuance (the
Articles of Continuance) and the General
By-Law of the Corporation are set out in Appendices C and D
respectively to this Information Circular.

Reasons for the Proposed Continuance

Management of the Corporation has reviewed the
CBCA in light of the series of recent amendments which became
effective November 24, 2001 and believes that the CBCA
offers a more favorable corporate regime for the Corporation and
its stakeholders.

Management of the Corporation has considered the
possible continuance of the Corporation under the CBCA. In light
of the national and international scope of the affairs of the
Corporation and the amendments to the CBCA, the board of
directors and management of the Corporation believes that it is
now appropriate for the Corporation to continue under the CBCA.

25



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##### 



The Canada Business Corporations Act

The CBCA and the SBCA are similar in many
respects, although there are some notable distinctions.
Shareholders should consult their professional advisors with
respect to the detailed provisions of the CBCA and their rights
under it. Certain of the significant differences between the
CBCA and the SBCA are set out below. This summary is not an
exhaustive review of the two statutes. Reference should be made
to the full text of both statutes for particulars of the
differences.

Significant Differences Between the CBCA and
the SBCA



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Under the SBCA, a majority of a
	corporations directors must be resident Canadians and a
	majority of any committee of the board of directors must also be
	resident Canadians. Under the CBCA, only 25% of the directors of
	a corporation need be resident Canadians and there is no
	resident Canadian requirement for committees of a board of
	directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (b) | Under the SBCA, the Corporation cannot presently
	hold an electronic or telephonic shareholders meeting. The
	CBCA permits shareholders to participate in and vote at a
	meeting by way of telephonic, electronic or other communication
	facility if a corporation makes available such a communication
	facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (c) | Provisions in the CBCA relating to the provision
	of indemnities and insurance coverage for directors and officers
	are broader than the equivalent provisions in the SBCA. In
	addition, the CBCA contains a due diligence defence
	for directors in respect of certain matters including liability
	for employee wages and non-compliance with certain sections of
	the CBCA. An equivalent defence does not exist under the SBCA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (d) | The CBCA provides that a corporation may advance
	defence costs and indemnify individuals for all legal
	proceedings if such individual is involved as a result of having
	been a director or officer of such corporation or other
	specified entity. The indemnified individual is required to
	repay the moneys advanced if he or she was not acting honestly
	and in good faith with a view to the best interests of the
	corporation, or in the case of a criminal or administrative
	action, did not have reasonable grounds for believing his or her
	conduct to be lawful. The SBCA does not provide a corporation
	with the statutory authority to advance costs under any
	circumstances.                                                                                                                                                                                                                                                                                                                   
|
| | (e) | Disclosure rules for directors and officers
	interests in material contracts under the CBCA are broader than
	their SBCA counterparts. Under the SBCA, disclosure requirements
	apply with respect to interests in material contracts.
	Under the CBCA, the disclosure requirements apply to material
	transactions. The CBCA permits shareholders to examine
	documents and excerpted minutes of meetings containing a
	directors or officers disclosure of an interest in a
	material contract or transaction. The SBCA contains no similar
	shareholder access provisions.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (f) | The regulation of insider trading under the CBCA
	includes provisions not included in the SBCA. In particular, the
	CBCA contains prohibitions on insiders buying puts, selling
	calls or short selling securities of a corporation. A CBCA
	insider who contravenes this section may be found guilty of a
	quasi-criminal offence and be subject to a fine and a prison
	term. The SBCA does not contain any similar quasi-criminal
	sanctions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (g) | In order to submit a proposal at a
	shareholders meeting under the CBCA, a shareholder must
	hold at least the lesser of (i) shares having a market
	value of $2,000 or greater or (ii) 1% of the total number
	of outstanding voting shares. The SBCA contains no equivalent
	limitation on shareholder proposals except that, with respect to
	a proposal concerning director nominations, a shareholder must
	own 5% of the total number of outstanding voting shares in order
	to submit a proposal. In addition, the CBCA explicitly extends
	the right to submit proposals to beneficial shareholders, while
	the SBCA reference to shareholders could be read to
	include only registered holders of shares. The CBCA also
	contains detailed requirements with respect to the submission of
	proposals which had been submitted and defeated at previous
	shareholders meetings which require such a proposal to
	have received a specified percentage of votes at the meeting the
	proposal was defeated

26



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##### 



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | which are not mirrored under the SBCA. While both
	the CBCA and SBCA contain provisions restricting the situations
	in which a person may solicit proxies, an exception exists under
	the CBCA where the solicitation is made to 15 or fewer
	shareholders and in certain prescribed circumstances, by way of
	public broadcast. There is no equivalent provision under the
	SBCA. Under the SBCA, a shareholder cannot nominate someone as a
	director from the floor at a shareholders meeting. The
	CBCA does not preclude this practice.                                                                                                                                             
|
| | (h) | Unlike the SBCA, the CBCA specifically regulates
	going-private transactions (transactions resulting in the
	termination of a shareholders interest without consent). The
	CBCA specifically permits going-private transactions subject to
	compliance with all applicable fairness requirements under
	provincial securities laws while the SBCA contains no equivalent
	provisions. Under the CBCA, if over 90% of the shares of a
	corporation are tendered to a take-over bid, the remaining
	minority shareholders can require the offeror under the bid to
	acquire their shares on the same terms received under the
	take-over bid. The SBCA does not contain a similar provision.

Effects of Continuance

General

The Continuance does not create a new legal
entity, nor will it prejudice or affect the continuity of the
Corporation. The Continuance will not result in any change in
the business of the Corporation nor in the persons who
constitute the Corporations board of directors and
officers. Subsections 187(7) and (8) of the CBCA
provide as follows:

(7) Rights
preserved  When a body corporate is continued
as a corporation under this Act,



| |     |                                                                                     
| | --- | ------------------------------------------------------------------------------------
| | (a) | the property of the body corporate continues
	to be the property of the corporation;
|
| | (b) | the corporation continues to be liable for the
	obligations of the body corporate;  



| |     |                                                                               
| | --- | ------------------------------------------------------------------------------
| | (c) | an existing cause of action, claim or
	liability to prosecution is unaffected;



| |     |                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) | a civil, criminal or administrative action or
	proceeding pending by or against the body corporate may be
	enforced by or against the corporation; and



| |     |                                                                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------
| | (e) | a conviction against, or ruling, order or
	judgment in favour of or against, the body corporate may be
	enforced by or against the corporation.

(8) Issued shares 
Subject to subsection 49(8), a share of a body corporate
issued before the body corporate was continued under this Act is
deemed to have been issued in compliance with this Act and with
the provisions of the articles of continuance irrespective of
whether the share is fully paid and irrespective of any
designation, rights, privileges, restrictions or conditions set
out on or referred to in the certificate representing the share;
and continuance under this section does not deprive a holder of
any right or privilege that the holder claims under, or relieve
the holder of any liability in respect of, an issued
share.

Articles of Continuance

Upon the Continuance taking effect, the
Corporation will no longer be governed by its current Restated
Articles of Incorporation under the SBCA, but will instead be
governed by Articles of Continuance under the CBCA. The proposed
Articles of Continuance are set out in Appendix C to this
Information Circular. Some alterations to the Corporations
constating documents are necessary or desirable in connection
with the Continuance. The alterations will (i) change
article or section numbers and references to the governing
statute and otherwise allow conformity with the provisions of
the CBCA, and (ii) expressly set out the rights,
privileges, restrictions and conditions attaching to the
Corporations Shares, as required by the CBCA. Except
for such alterations, the rights and restrictions which are
presently applicable to the Shares of the Corporation are
substantially the same as the rights, privileges, restrictions
and conditions which will attach to such Shares after the
Continuance and are set out in the Articles of Continuance.

27



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##### 



Currently, the Corporation has determined the
number of directors of the Corporation at twelve. The CBCA
provides that the shareholders of a corporation may provide in
the articles of the corporation for a minimum or maximum of
directors. The shareholders may adopt an amendment to the
articles of the corporation to increase or, subject to the
provisions of the CBCA, decrease the minimum or maximum number
of directors. The Articles of Continuance provide that the
Corporation shall have a minimum of six and a maximum of 20
directors, and the actual number of directors within the minimum
and maximum number may be determined from time to time by
resolution of the directors. They also allow the directors to
appoint one or more additional directors (not exceeding
one-third of the directors elected at the previous annual
meeting of shareholders) between annual meetings of
shareholders. The SBCA currently permits additional directors to
be appointed on this basis and the directors believe that it
would be in the best interests of the Corporation and its
shareholders to provide for this in the Articles of Continuance.

Under the CBCA a meeting of shareholders may be
held anywhere in Canada and at a place outside Canada if the
place is specified in the articles of the corporation. The
proposed Articles of Continuance indicate that meetings of
shareholders of the Corporation may be held at New York, New
York; London, England; or Chicago, Illinois.

By-Laws

The resolutions approving matters in relation to
the continuance contain a resolution approving and confirming
the new General By-Law of the Corporation to become effective
upon the Continuance. The General By-Law provides for general
corporate governance matters and conforms to the provisions of
the CBCA. The proposed General By-Law is attached to this
Information Circular as Appendix D.

Upon the General By-Law becoming effective, the
existing by-laws of the Corporation would be repealed. While not
substantively different from the Corporations current
general by-law (By-Law No. 5) and current banking by-law
(By-Law No. 6), the proposed General By-Law is consistent
with the provisions of the CBCA and with modern corporate
practice, and will allow the Corporation to take full advantage
of the recent amendments to the CBCA. The text of By-Law
No. 5 and By-Law No. 6 of the Corporation may be
obtained upon request from the Secretary of the Corporation at
Suite 500, 122  1st Avenue South,
Saskatoon, Saskatchewan S7K 7G3. In addition, copies of
By-Law No. 5 and By-Law No. 6 will be made available
at the Meeting.

Required Shareholder Approval and
Conditions

In order for the Continuance to be implemented,
the Continuance Resolution must be passed by a majority of not
less than two-thirds of the votes cast by shareholders, present
in person or by proxy, at the Meeting.

If the Continuance is approved at the Meeting,
subject to approval of the Director under the SBCA authorizing
the continuance of the Corporation under the CBCA, the
Corporation intends to file Articles of Continuance pursuant to
section 187 of the CBCA to continue the Corporation under
the provisions of the CBCA as soon as practicable after the
Meeting. Subject as aforesaid, the Continuance will be effective
on the date of the certificate of continuance, which shall be
issued by the Director under the CBCA upon receipt of Articles
of Continuance pursuant to subsection 187(4) of the
CBCA.

The Continuance Resolution provides that the
board of directors of the Corporation is authorized, in its sole
discretion, to abandon the application for a certificate of
continuance, or determine not to proceed with the Continuance,
without further approval of the shareholders of the Corporation.
In particular, the board of directors may determine not to
present the Continuance Resolution to the Meeting or, if the
Continuance Resolution is presented to the Meeting and approved,
may determine not to proceed with completion of the Continuance
and filing the Articles of Continuance under the CBCA if a
significant number of shareholders of the Corporation dissent in
respect of the Continuance Resolution.

28



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Dissent Rights

Any holder of Shares may, at or before the
Meeting, exercise a right of dissent (the Continuance
Dissent Right) in respect of the Continuance by giving
a written notice of objection to the Continuance Resolution
(a Dissent) concerning such holders
shares and otherwise complying with the requirements of the
SBCA. Partial dissents are not permitted under the SBCA. A
Dissent may be served on the Corporation by leaving it at, or
mailing it by registered post addressed to, the registered and
principal executive office of the Corporation, Suite 500,
122  1st Avenue South, Saskatoon, Saskatchewan,
Canada, S7K 7G3, or by personally serving any director or
officer of the Corporation or by mailing it by registered post
addressed to the address of the Corporation contained in the
Notice. If the Continuance becomes effective, each such
shareholder (a Dissenting Shareholder) will
be entitled to be paid the fair value of the shares in respect
of which such shareholder dissented in accordance with the
requirements of the SBCA.

A Dissenting Shareholder must send a Dissent to
the Corporation at or before the Meeting, unless the Corporation
does not give notice to the shareholder of the purpose of the
Meeting and of his or her right to dissent. Within ten days
after the shareholders adopt the Continuance Resolution, the
Corporation must send to each Shareholder who has filed the
Dissent, notice that the Continuance Resolution has been
adopted. However, such notice does not need to be sent to any
shareholder who voted for the Continuance Resolution or who has
withdrawn his or her Dissent.

Under the SBCA, within twenty days after the
Corporation gives the notice of adoption of the Continuance
Resolution as described above or, if the Shareholder does not
receive such notice, within twenty days after he or she learns
that the Continuance Resolution has been adopted, the Dissenting
Shareholder must send to the Corporation a written notice
containing his or her name and address, the number and class of
shares in respect of which he or she dissents and a demand for
payment of the fair value of such shares. A Dissenting
Shareholder shall, within thirty days after sending such a
notice, send the certificates representing the shares in respect
of which he dissents to the Corporation or its transfer agent. A
Dissenting Shareholder who fails to send such certificates has
no right to be paid fair value for the shares represented by
such certificates.

The Corporation is required to make a written
offer to pay a Dissenting Shareholder the amount determined by
the directors as representing fair value for the shares,
accompanied by a statement showing how the fair value was
determined. The offer is required to be made by the Corporation
within seven days after the later of the date the Continuance is
effected and the date the Corporation receives the shareholder
notice referred to in the previous paragraph. If the Corporation
fails to make such an offer or if a Dissenting Shareholder fails
to accept an offer, the Corporation may, within fifty days after
the Continuance is effective or within such further period as a
court may allow, apply to a court to fix a fair value for the
shares of any Dissenting Shareholder. If the Corporation fails
to make such an application to a court, a Dissenting Shareholder
may apply to a court for the same purpose within a further
period of twenty days or within any further period of time that
the court may allow. Upon such an application, the court may
determine whether any other person is a Dissenting Shareholder
who should be joined as a party, and the court shall then fix a
fair value for the shares of all Dissenting Shareholders. A
court may in its discretion appoint one or more appraisers to
assist the court to fix a fair value for the shares of the
Dissenting Shareholders.

Effect of Continuance  Canadian Tax
Considerations

The following is a summary of the principal
Canadian federal income tax considerations under the Income
Tax Act(Canada) (the Tax Act) generally
applicable to a shareholder in respect of the Continuance.

This summary is generally applicable to a
shareholder who, for purposes of the Tax Act, deals at
arms length with the Corporation, is not affiliated
(within the meaning of the Tax Act) with the Corporation, is not
a financial institution for the purposes of the
mark-to-market rules in the Tax Act, is not a specified
financial institution for purposes of the Tax Act and
holds its Common Shares as capital property.
Common Shares generally will be considered to be capital
property to a shareholder unless the shareholder holds such
Common Shares in the course of carrying on a business, or
the shareholder has acquired them in

29



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##### 



one or more transactions considered to be an
adventure or concern in the nature of trade. Certain Canadian
resident shareholders whose Common Shares might not
otherwise qualify as capital property may, in certain
circumstances, treat Common Shares as capital property by
making the election permitted by subsection 39(4) of
the Tax Act.


Shareholders to whom Common Shares are not
capital property should consult their own tax advisors regarding
their particular circumstances including, in the case of certain
financial institutions, the potential application to them of the
mark-to-market rules in the Tax Act as the following discussion
does not apply to such holders. Furthermore, this summary does
not apply to a non-resident shareholder who holds or is deemed
to use or hold Common Shares in connection with carrying on
a business in Canada at any time, who carries on an insurance
business in Canada and elsewhere, in respect of
Common Shares that are designated insurance
property as defined in the Tax Act. Furthermore, this
summary does not apply to any non-resident shareholder who
formerly resided in Canada and owned shares of the Corporation
upon ceasing to reside in Canada.

This summary is based on the current provisions
of the Tax Act, the regulations thereunder, and our
understanding of the current administrative practices of the
Canada Customs and Revenue Agency (the CCRA).
The summary takes into account all specific proposals to amend
the Tax Act (the Tax Proposals) and the
regulations publicly announced by the Minister of Finance
(Canada) prior to the date of this Information Circular,
although there is no certainty that such proposals will be
enacted in the form proposed, if at all. The summary does not
otherwise take into account or anticipate any changes in law,
whether by judicial, government or legislative decision or
action other than as specifically discussed below, or changes in
administrative practices of the CCRA, nor does it take into
account provincial, territorial or foreign income tax
legislation or considerations. The provisions of provincial
income tax legislation vary from province to province in Canada
and in some cases differ from federal income tax legislation.

This summary is of a general nature only and
it is not intended to be, nor should it be construed to be,
legal or tax advice or representations to any particular holder
of Common Shares. Accordingly, shareholders should consult
their own tax advisors with respect to their particular
circumstances including the application and effect of the income
and other tax laws of any country, province, state or local tax
authority.

Consequences of the Continuance

The Continuance will not constitute a disposition
of the Common Shares of the Corporation by the shareholders.

Consequences to Dissenting
Shareholders



| |                                             
| | --------------------------------------------
| | (a)  Common Shareholders Resident In
	Canada

The receipt by a Dissenting Shareholder of a cash
payment from the Corporation equal to the fair value of their
Common Shares will generally be treated as a dividend to
the holder of such shares to the extent that such payment
exceeds the paid-up capital of the subject shares. Such
dividends received by an individual holder will be subject to
the gross-up and dividend credit rules in the Tax Act. In the
case of a shareholder that is a corporation resident in Canada,
any such dividend which is not required to be recognized as
proceeds of disposition under subsection 55(2) of the Tax
Act as described below will be included in computing the
shareholders income as a dividend and will ordinarily be
deductible in computing its taxable income. To the extent that
such a deduction is available, private corporations (as defined
in the Tax Act) and certain other corporations may be liable to
pay a 33 1/3% refundable tax under Part IV of the Tax
Act on the amount of the deemed dividend. The balance of the
fair value paid (that is, the amount equal to the paid-up
capital of the Common Shares) will be treated as proceeds
of disposition of those shares for capital gains purposes.
Concurrently, such Dissenting Shareholders would realize a
capital gain (capital loss) to the extent that the proceeds of
disposition received for the Common Share exceed (are exceeded
by) the shareholders adjusted cost base thereof.

30



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Notwithstanding the foregoing, if the dissenting
recipient shareholder is a corporation that is resident in
Canada, subsection 55(2) of the Tax Act provides that
where a corporate shareholder is deemed to receive a dividend
under the circumstances described above, all or part of such
deemed dividend may be treated as proceeds of disposition of the
Common Shares and not a dividend for purposes of computing
a Dissenting Shareholders capital gain on the disposition
of such shares. Corporate shareholders should consult their
own tax advisors with respect to the potential application of
this provision.

Any capital loss arising on the exercise of
dissent rights by a corporate shareholder of the Corporation may
be reduced by dividends received or deemed to be received,
including any deemed dividend arising from the exercise of the
dissent rights, on the subject shares to the extent and in the
circumstances prescribed in the Tax Act. Similar rules may apply
where the corporation is a member of a partnership or a
beneficiary of a trust that owns Common Shares.



| |                                                 
| | ------------------------------------------------
| | (b)  Common Shareholders Not Resident
	In Canada

Shareholders subject to tax consequences from
jurisdictions outside of Canada are advised to consult their own
tax advisors for advice with respect to tax consequences to them
in connection with the Continuance including the potential
application and effect of state, local and foreign tax
laws.

The following portion of the summary applies to a
Common Shareholder who, for purposes of the Tax Act and
any applicable tax treaty or convention, has not been and will
not be resident or deemed to be resident in Canada at any time
while such Dissenting Shareholder has held Common Shares
and, except as specifically discussed below, to whom such shares
are not taxable Canadian property (as defined in the
Tax Act and the Tax Proposals) (a Non-Resident
Shareholder). In addition, this portion of the summary
does not apply to a non-resident that is an insurer carrying on
business in Canada and elsewhere.

Generally, Common Shares will not be taxable
Canadian property at a particular time provided that such shares
are listed on a prescribed stock exchange (which exchanges
currently include the TSE), the holder does not use or hold, and
is not deemed to use or hold, the common Shares in
connection with carrying on a business in Canada and the holder,
persons with whom such holder does not deal at arms
length, or the holder and such persons, has not owned (or had
under option) 25% or more of the issued shares of any class or
series of the capital stock of the Corporation at any time
within five years preceding the particular time.

Where a Non-Resident Shareholder is deemed to
have received a dividend consequent upon the exercise of the
Continuance Dissent Right, the amount of the deemed dividend
will be subject to Canadian withholding tax at the rate of 25%,
although such rate may be reduced under the provisions of an
applicable income tax treaty.

Any capital gain realized by a Non-Resident
Shareholder who exercises a Continuance Dissent Right will not
be taxed under the Tax Act if the Common Shares in
respect of which such dissent right is exercised are not taxable
Canadian property.

Any interest awarded by a court to a Non-Resident
Shareholder who dissents will be subject to Canadian withholding
tax at the rate of 25%, although such rate may be reduced under
the provisions of an applicable income tax treaty.

Effect of Continuance 
U.S. Tax Considerations

The following summary describes the principal
U.S. federal income tax consequences of the Continuance to
a beneficial owner of Common Shares that is a citizen or
resident of the United States or a U.S. domestic
corporation or that otherwise will be subject to
U.S. federal income tax on a net income basis in respect of
Common Shares (a U.S. Holder). This
discussion is based on the Internal Revenue Code, applicable
Treasury regulations, administrative interpretations and court
decisions as in effect as of the date of this Information
Circular, all of which may change, possibly with retroactive
effect. No ruling has been sought from the Internal Revenue
Service (IRS) with respect to the Continuance. There
can be no assurance that the IRS and/or the courts would not
adopt a view contrary to the tax consequences summarized in this
discussion.

31



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This discussion is intended to provide only a
general summary, and is not a complete analysis or description
of all potential U.S. federal income tax consequences of
the Continuance to U.S. Holders. This discussion does not
address all aspects of U.S. federal income taxation that
may be important to a U.S. Holder in light of that
U.S. Holders particular circumstances. In particular,
this summary deals only with beneficial owners who hold Common
Shares as a capital asset and does not address the tax treatment
of a beneficial owner that owns 10% or more of the voting stock
of the Corporation or that may be subject to special tax rules,
such as banks, dealers in securities or currencies, traders in
securities electing to mark to market, tax-exempt entities,
insurance companies, persons that hold Common Shares as a
position in a straddle or a conversion
transaction, and persons that have a functional
currency other than the U.S. dollar.

Shareholders should consult their tax advisors
as to the U.S. tax consequences of their beneficial
ownership and disposition of Common Shares, as well as the
effect of any foreign, state or local tax laws.

Consequences of the Continuance

For U.S. federal income tax purposes, the
Continuance will not cause the recognition of gain or loss for a
U.S. Holder that does not exercise a Continuance Dissent
Right.

Consequences of the Continuance to Dissenting
Shareholders

Cash received by a U.S. Holder pursuant to
the exercise of a Continuance Dissent Right will be treated as
paid in redemption of the U.S. Holders Common Shares,
except for interest, if any, consequent upon such exercise
(which will be taxed at ordinary income rates). In general, this
will result in the recognition of capital gain or loss for
U.S. federal income tax purposes, measured by the
difference between the amount of cash received (other than
interest) and the U.S. Holders tax basis in the
Common Shares surrendered by the U.S. Holder. Such
capital gain or loss will be long-term capital gain or loss if
such Common Shares have been held for more than one year at
the time the Continuance becomes effective.

Notwithstanding the foregoing, cash received upon
exercise of a Continuance Dissent Right by a U.S. Holder
may be treated in its entirety as taxable dividend income if the
percentage ownership interest in the Corporation that is owned
by the U.S. Holder immediately after the Continuance is not
lower than 80 percent of the ownership interest of such
U.S. Holder in the Corporation immediately prior to the
Continuance. For purposes of this calculation, a
U.S. Holder would be deemed to own stock owned by certain
family members or by related corporations, partnerships, trusts
or estates.

A payment of cash pursuant to the exercise of a
Continuance Dissent Right may be subject to the information
reporting requirements of the Internal Revenue Code and may be
subject to backup withholding unless the U.S. Holder
establishes that it is a corporation or other exempt holder or
provides an accurate taxpayer identification number on a
properly completed Internal Revenue Service Form W-9 and
certifies that no loss of exemption from backup withholding has
occurred. The amount of any backup withholding from a payment to
a holder will be allowed as a credit against the
U.S. Holders U.S. federal income tax liability
and may entitle such holder to a refund, provided that certain
required information is furnished to the IRS.

Recommendations of Directors and
Approval

The Board of Directors unanimously recommends
that the holders of Common Shares vote in favour of the
Continuance Resolution. Unless
specified in the form of proxy that the shares shall be voted
against the Continuance Resolution, the persons designated in
the enclosed form of proxy intend to vote For the
Continuance Resolution.

32



---



##### 



MANNER OF VOTING PROXIES

Proxies solicited hereby will be voted or
withheld from voting on the election of directors, voted for or
against or withheld from voting on the appointment of auditors
and voted for or against or withheld from voting on the
resolution approving the Continuance and related matters, in
accordance with any specifications made on the proxy. In the
absence of any such specification, such proxies will be voted
for the election of the directors and the appointment of the
auditors specified in this Information Circular and for the
resolution approving the Continuance and related
matters.

The Board knows of no matters to come before the
Meeting other than the matters referred to in the Notice of
Annual and Special Meeting. However, if any other matters which
are not now known to the Board should properly come before the
Meeting or any adjournment thereof, or if amendments or
variations to the matters referred to in the Notice of Annual
and Special Meeting are presented for action at the Meeting or
any adjournment thereof, the proxies will be voted on such
matters, amendments or variations in accordance with the best
judgement of the person voting the proxy which confers such
discretionary authority.

SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be
presented at the Corporations annual meeting of
shareholders in 2003 and which such shareholders are entitled to
request be included in the management proxy circular for that
meeting, must be received at the Corporations principal
executive offices not later than December 27, 2002 under
the CBCA if the Continuance is effected, not later than
February 7, 2003 under the SBCA if the Continuance is not
effected and, in either case, not later than January 10,
2003 under Rule 14a-8(e)(2) promulgated under the
U.S. Securities and Exchange Act of 1934.

GENERAL

In respect of matters to be voted on at the
Meeting, where a broker may not be permitted to vote Shares
held in street name in the absence of instructions from the
beneficial owner of the Shares, such Shares will be
considered not entitled to vote, although such Shares
and Shares for which the holders abstain from voting will
count for purposes of determining the presence of a quorum.

Copies of the Corporations most recent
Form 10-K together with any document incorporated by
reference therein, the most recent annual financial statements
together with the accompanying report of the auditor, and any
interim financial statements filed subsequent to the filing of
the most recent annual financial statements may be obtained on
request from the Secretary of the Corporation.

The contents and the sending of this management
proxy circular have been approved by the Board.



| |                         
| | ------------------------
| | (John Hampton signature)
| | JOHN L.M. HAMPTON       
| | Secretary               
| | March 27, 2002          

33



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##### 



APPENDIX A

Corporate Governance

In June 2001 the Board of Directors, through its
Corporate Governance and Nominating Committee and building on
previous Committee initiatives, undertook a comprehensive review
of its approach to corporate governance. In conducting that
review the Committee took into account the existing Toronto
Stock Exchange guidelines on corporate governance (the
Guidelines), the interim and final recommendations
of the Joint Committee on Corporate Governance (also known as
the Saucier Commission) as well as emerging best practices in
Canada, the United States and elsewhere. In developing the
initiatives which were ultimately adopted by the Board, the
Committee was ever mindful of the need to define and strengthen
governance processes which ultimately would enhance management
efforts to maintain and increase shareholder value.

Steps taken in 2001 include:



| |   |                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | development of a Board of Directors Charter                                                                                                                     
|
| |  | review and refinement of the Corporations
	strategic planning process                                                                                           
|
| |  | adoption of a new, integrated approach to risk
	identification and management                                                                                    
|
| |  | review and amendment of the position descriptions
	for the Board Chair and the CEO                                                                               
|
| |  | review and amendment, as appropriate, of all
	Committee Charters                                                                                                 
|
| |  | implementation of an annual Board assessment                                                                                                                     
|
| |  | review of director compensation and adoption of a
	deferred share unit plan to more closely align the economic
	interests of directors with those of shareholders
|
| |  | development of a comprehensive director
	recruitment policy focused on identified requisite skill sets,
	diversity and independence                              
|
| |  | adoption of a detailed, multi-faceted new
	director orientation policy                                                                                           

The Board recognizes that good corporate
governance is always a work in progress. Work will continue in
2002 in areas such as succession planning, ongoing director
education and the establishment of a Directors Intranet
site as well as continued review and improvement of other
governance matters.

In keeping with the requirements of the
Guidelines, the following table describes the Corporations
position on each of the enumerated areas.

A-1



---



##### 



|                               |  |                                                                                                                                                                          |  |          |     |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | 
|------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------- | --- |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|                               |  |                                                                                                                                                                          |  | Does     |     | 
|                               |  | PCS                                                                                                                                                                      |  |         
|TSE Guidelines for             |  | Currently                                                                                                                                                                |  |         
|Effective Corporate Governance |  | Align?                                                                                                                                                                   |  | Comments
|                               |  |                                                                                                                                                                          |  |         
|1.                             |  | The Board of Directors should explicitly assume
	responsibility for stewardship of the corporation and
	specifically for:
	(a) Adoption of a strategic planning process; |  |          | Yes |  |  | The Board of Directors Charter provides that the Board has the responsibility to participate, as a whole and through its Committees in identifying the objectives and goals of the business as well as associated risks, and the strategy by which it proposes to reach those goals and mitigate those risks.Historically, the Board has devoted a significant portion of its annual three day mid-winter meeting to strategic planning, including a review of the plan and special presentations on matters of particular strategic significance.The Board continues to review its role in strategic planning, including the identification of business opportunities and business risks, so that its contribution to the strategic planning process will provide maximum value.
|                              
|                               |  | (b) Identification of the principal risks of
	the Corporations business and implementing appropriate
	risk management systems;                                          |  |          | Yes |  |  | In 2001 the Board adopted a new, comprehensive approach to risk identification and management. A comprehensive risk universe, divided into four parts on the basis of Committee areas of responsibility, has been developed. Senior management, working with the appropriate Committees, identify significant risks from the risk universe. Senior executives are assigned responsibility for each significant risk and, working with a multi-disciplinary project team, they:                                                                                                                                                                                                                                                                                                  
|                              
|                               |  |                                                                                                                                                                          |  |          |     |  |  | (i)   evaluate the risk exposure of each significant risk;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                              
|                               |  |                                                                                                                                                                          |  |          |     |  |  | (ii)  recommend response modifications to achieve the appropriate level of exposure; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                              
|                               |  |                                                                                                                                                                          |  |          |     |  |  | (iii) refine the risk evaluation process for subsequent use.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                              
|                               |  |                                                                                                                                                                          |  |          |     |  |  | The results of such activities are reported to the Board annually in November at a meeting convened for that purpose.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

A-2



---



##### 



|                               |  |                                                                                                                              |  |          |     |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------- |  | -------- | --- |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|                               |  |                                                                                                                              |  | Does     |     | 
|                               |  | PCS                                                                                                                          |  |         
|TSE Guidelines for             |  | Currently                                                                                                                    |  |         
|Effective Corporate Governance |  | Align?                                                                                                                       |  | Comments
|                               |  |                                                                                                                              |  |         
|                               |  | (c) Succession planning, including
	appointing, training and monitoring senior management;                                   |  |          | Yes |  |  | The Board Charter provides that the Board has responsibility for succession planning, both for the Chief Executive Officer and for other management. Regular reviews of succession planning are made to the Board by management and the Compensation Committee regularly reviews Chief Executive Officer succession planning.                                                                                                                                                                                                                                                                                                   
|                              
|                               |  | (d) Communications policy; and                                                                                               |  |          | Yes |  |  | The Board has adopted a comprehensive policy on corporate disclosure. The policy confirms the Corporations commitment to timely, consistent, credible, non-selective dissemination of material information and establishes procedures to effect such ends. The policy encompasses website postings, electronic communications, and dealings with regulators, analysts and the media.                                                                                                                                                                                                                                           
|                              
|                               |  | (e) Integrity of internal control and
	management information systems.                                                       |  |          | Yes |  |  | The Audit Committee, which met 8 times in 2001, regularly reviews the integrity of the Corporations internal control and management information systems. Such reviews include receiving reports from the Chief Financial Officer, the Chief Information Officer, the Controller and the Internal Auditor and discussions with external auditors. Findings are summarized and reported to the Board.                                                                                                                                                                                                                            
|                              
|2.                             |  | A majority of Directors should be
	unrelated (that is, independent of management and
	free from any conflict of interest). |  |          | Yes |  |  | As of March 15, 2002 twelve Directors comprised the Board. Of that number ten were independent Directors. In determining whether Directors are independent, the Board applies the standard used by the New York Stock Exchange in determining independence of Directors on Audit Committees. Currently, that standard provides that an independent Director is a person who has no relationship to the Corporation that may interfere with the Directors exercise of independence from management and the Corporation. Without limiting the generality of the foregoing, a Director is not considered independent if he or she:
|                              
|                               |  |                                                                                                                              |  |          |     |  |  | (i)   has been employed by the Corporation or any of its affiliates within the preceding three  years;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

A-3



---



##### 



|                               |  |           |  |          |  |  |  |                                                                                                                                                                                                                                                                                                                        |  | 
|------------------------------ |  | --------- |  | -------- |  |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|                               |  |           |  | Does     |  | 
|                               |  | PCS       |  |         
|TSE Guidelines for             |  | Currently |  |         
|Effective Corporate Governance |  | Align?    |  | Comments
|                               |  |           |  |         
|                               |  |           |  |          |  |  |  | (ii)  is a sole proprietor, partner, controlling shareholder or executive officer of an entity that has a business relationship with the Corporation unless the Board determines in its business judgement that the relationship does not interfere with the Directors exercise of independent judgement;            
|                              
|                               |  |           |  |          |  |  |  | (iii) is employed as an executive of another corporation where any of the Corporations executives serve on the other corporations compensation committee; and                                                                                                                                                       
|                              
|                               |  |           |  |          |  |  |  | (iv) is an immediate family member of an individual who is or has been an executive officer of the Corporation or any of its affiliates unless three years have elapsed from the termination of such employment relationship.                                                                                         
|                              
|                               |  |           |  |          |  |  |  | The Board has concluded that Directors who are independent under the New York Stock Exchange standard are also unrelated Directors for the purposes of the Guidelines with the result that ten Directors are unrelated.                                                                                               
|                              
|                               |  |           |  |          |  |  |  | As of March 15, 2001 the Corporation did not have a significant shareholder as defined in the Guidelines.                                                                                                                                                                                                             
|                              
|                               |  |           |  |          |  |  |  | A Policy has been established which provides that, with the exception of Directors holding office on June 24, 2000 (the date of adoption of the policy), Directors will not stand for re-election after reaching the age of seventy years. At present, eleven of the twelve Directors are less than seventy years old.
|                              

A-4



---



##### 



|                               |  |                                                                                                                                      |  |          |     |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------ |  | -------- | --- |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|                               |  |                                                                                                                                      |  | Does     |     | 
|                               |  | PCS                                                                                                                                  |  |         
|TSE Guidelines for             |  | Currently                                                                                                                            |  |         
|Effective Corporate Governance |  | Align?                                                                                                                               |  | Comments
|                               |  |                                                                                                                                      |  |         
|3.                             |  | Disclose for each Director whether the Director
	is related and how that conclusion was reached.                                     |  |          | Yes |  |  | The Board has applied the New York Stock Exchange standard of independence and concluded that ten of its Directors are independent. Of the remaining two Directors, Mr. Doyle, as an executive and employee of the Corporation, and Mr. Wright, as a former executive and employee of the Corporation, are not independent. On July 1, 2002, Mr.  Wright will no longer have been employed by the Corporation within three years and thereafter may be considered independent according to the New York Stock Exchange standard.
|                              
|4.                             |  | The Board of Directors should appoint a
	Committee:
	(a) responsible for proposing new nominees to the full
	Board for election; and |  |          | Yes |  |  | The Corporate Governance and Nominating Committee is responsible for recruiting and proposing to the full Board new nominees for Directors. The Committee, in the discharge of its duties:                                                                                                                                                                                                                                                                                                                                      
|                              
|                               |  |                                                                                                                                      |  |          |     |  |  | (i)   in consultation with the Board and Chief Executive Officer and, on an ongoing basis, identifies the mix of expertise and qualities required for the Board;                                                                                                                                                                                                                                                                                                                                                                
|                              
|                               |  |                                                                                                                                      |  |          |     |  |  | (ii)  assesses the attributes new Directors should have for the appropriate mix to be  maintained;                                                                                                                                                                                                                                                                                                                                                                                                                              
|                              
|                               |  |                                                                                                                                      |  |          |     |  |  | (iii) in consultation with the Board and Chief Executive Officer and, on an ongoing basis, maintains a database of potential candidates;                                                                                                                                                                                                                                                                                                                                                                                        
|                              
|                               |  |                                                                                                                                      |  |          |     |  |  | (iv) 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;                                                                                                                                                                                                                                                                                            
|                              
|                               |  |                                                                                                                                      |  |          |     |  |  | (v)  develops a short-list of candidates and arranges for each candidate to meet with the Chairman and the Chief Executive Officer;                                                                                                                                                                                                                                                                                                                                                                                           
|                              

A-5



---



##### 



|                               |  |                                                                                                              |  |          |     |  |  |                                                                                                                                                                                                                                                                                    |  | 
|------------------------------ |  | ------------------------------------------------------------------------------------------------------------ |  | -------- | --- |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|                               |  |                                                                                                              |  | Does     |     | 
|                               |  | PCS                                                                                                          |  |         
|TSE Guidelines for             |  | Currently                                                                                                    |  |         
|Effective Corporate Governance |  | Align?                                                                                                       |  | Comments
|                               |  |                                                                                                              |  |         
|                               |  |                                                                                                              |  |          |     |  |  | (vi) recommends to the Board as a whole proposed nominee(s) and arranges for their introduction to as many Board members as practicable;                                                                                                                                          
|                              
|                               |  |                                                                                                              |  |          |     |  |  | (vii) ensures that prospective candidates are informed of the degree of energy and commitment the Corporation expects of its Directors; and                                                                                                                                       
|                              
|                               |  |                                                                                                              |  |          |     |  |  | (viii) encourages diversity in the composition of the Board.                                                                                                                                                                                                                      
|                              
|                               |  | (b) Composed exclusively of outside
	(non-management) Directors, a majority of whom are unrelated.           |  |          | Yes |  |  | The Corporate Governance and Nominating Committee is composed of five outside Directors, four of whom are independent and unrelated.                                                                                                                                              
|                              
|5.                             |  | Implement a process for assessing the
	effectiveness of the board, its committees and individual
	Directors. |  |          | Yes |  |  | The Board has adopted a policy requiring annual Board assessment and annual Director self-assessment. The Board assessment includes an assessment of the Board against its Charter and of its Committees. The results of such assessment are reported regularly to the full Board.
|                              
|                               |  |                                                                                                              |  |          |     |  |  | Responsibility for the assessment process and any follow-up action lies with the Corporate Governance and Nominating Committee and the Board  Chair.                                                                                                                              
|                              
|6.                             |  | Provide orientation and education programs for
	new Directors.                                               |  |          | Yes |  |  | The Board has adopted a written New Director Orientation Policy designed  to:                                                                                                                                                                                                     
|                              
|                               |  |                                                                                                              |  |          |     |  |  | (i)   provide each new Director with a baseline of knowledge about the Corporation which will serve as a basis for informed decision-making;                                                                                                                                      
|                              
|                               |  |                                                                                                              |  |          |     |  |  | (ii)  tailor the program for each new Director to take into account his or her unique mix of skills, experience, education, knowledge and needs; and                                                                                                                              
|                              
|                               |  |                                                                                                              |  |          |     |  |  | (iii) be delivered over a period of time to minimize the likelihood of overload and maximize the lasting educational impact.                                                                                                                                                      
|                              

A-6



---



##### 



|                               |  |                                                                                                                                                 |  |          |     |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 
|------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | --- |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|                               |  |                                                                                                                                                 |  | Does     |     | 
|                               |  | PCS                                                                                                                                             |  |         
|TSE Guidelines for             |  | Currently                                                                                                                                       |  |         
|Effective Corporate Governance |  | Align?                                                                                                                                          |  | Comments
|                               |  |                                                                                                                                                 |  |         
|                               |  |                                                                                                                                                 |  |          |     |  |  | The orientation program is tailored to the needs of each new Director, and will consist of a combination of written material, one-on-one meetings with senior management, site visits and other briefings and training as appropriate.                                                                                                                                                                                                                                                                                                                                                                           
|                              
|7.                             |  | Consider size of Board with a view to
	facilitating effective decision-making.                                                                  |  |          | Yes |  |  | The Board has considered its size and has concluded that a board comprising 12 members (its current size) allows it to most effectively discharge its  duties.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                              
|8.                             |  | Review the adequacy and form of compensation of
	Directors in light of the responsibilities and risks involved in
	being an effective Director. |  |          | Yes |  |  | During 2001, the Compensation Committee reviewed both the amount and components of the Corporations Director compensation package and the Chairs compensation package. As a result of that review the Board determined that a portion of the total annual compensation package should be paid in the form of Deferred Share Units (DSUs). As well, each Director can elect to take some or all of his or her annual and per diem fees in the form of DSUs. Each DSU has a floating value equivalent to one common share of the Corporation and cannot be paid out until the Director retires from the  Board.
|                              
|                               |  |                                                                                                                                                 |  |          |     |  |  | The Board adopted the DSU component to more closely align the economic interests of Directors with those of the Corporations shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                              
|9.                             |  | Board committees should generally be composed of
	outside Directors, a majority of whom are unrelated.                                          |  |          | Yes |  |  | Of the five committees of the Board, two (the Audit and Compensation Committees) are composed entirely of independent and unrelated Directors. Two others (the Corporate Governance and Nominating Committee and the Safety, Health and Environment Committee) are composed entirely of outside Directors, one of whom is a non-independent Director. The Executive Committee is composed of four independent unrelated Directors and one inside Director.                                                                                                                                                       
|                              
|                               |  |                                                                                                                                                 |  |          |     |  |  | Each Committee of the Board has a written Charter which details the Committees duties and responsibilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                              

A-7



---



##### 



|                               |  |                                                                                                                                |  |          |     |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | 
|------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------ |  | -------- | --- |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | 
|                               |  |                                                                                                                                |  | Does     |     | 
|                               |  | PCS                                                                                                                            |  |         
|TSE Guidelines for             |  | Currently                                                                                                                      |  |         
|Effective Corporate Governance |  | Align?                                                                                                                         |  | Comments
|                               |  |                                                                                                                                |  |         
|10.                            |  | Appoint a committee responsible for developing
	the Corporations approach to corporate governance issues
	and the guidelines. |  |          | Yes |  |  | In September, 1999 the Board established a Corporate Governance and Nominating Committee. At present, that Committee is composed of five outside Directors, four of whom are independent and unrelated. The Committee is responsible for examining and reporting to the Board on matters relating to governance of the Corporation and for recommending nominees for election or appointment as Directors. In addition, the Committee develops, reviews and recommends to the Board for approval policies and procedures relating to corporate governance as are  appropriate:
|                              
|                               |  |                                                                                                                                |  |          |     |  |  | (i)   to maintain trust and confidence in the balanced attention to the different interests of the Corporations shareholders, employees, customers and other communities of interest; and                                                                                                                                                                                                                                                                                                                                                                                    
|                              
|                               |  |                                                                                                                                |  |          |     |  |  | (ii)  to ensure the effective and timely discharge by the Corporations Directors, officers and senior management of the responsibilities and duties of  each.                                                                                                                                                                                                                                                                                                                                                                                                                
|                              
|11.                            |  | (a) Define limits to Managements
	responsibilities by developing position descriptions for:                                   |  |          | Yes |  |  | The Board has adopted a Charter which sets out its responsibilities and the limits to managements responsibilities. The Board is specifically charged with:                                                                                                                                                                                                                                                                                                                                                                                                                  
|                               |  | (i)   the
	Board; and                                                                                                          |  |          |     |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | 
|                               |  |                                                                                                                                |  |          |     |  |  | (a)  oversight and approval on an ongoing basis of the Corporations business strategy;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                              
|                               |  |                                                                                                                                |  |          |     |  |  | (b)  appointment of the Chief Executive Officer and monitoring his or her performance;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                              
|                               |  |                                                                                                                                |  |          |     |  |  | (c)  approving the appointment of all corporate officers and ensuring that adequate provision has been made for management succession;                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                              
|                               |  |                                                                                                                                |  |          |     |  |  | (d)  establishing standards for management and monitoring performance;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                              

A-8



---



##### 



|                               |  |                                                                                                    |  |          |     |  |  |                                                                                                                                                                                                                                                               |  | 
|------------------------------ |  | -------------------------------------------------------------------------------------------------- |  | -------- | --- |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|                               |  |                                                                                                    |  | Does     |     | 
|                               |  | PCS                                                                                                |  |         
|TSE Guidelines for             |  | Currently                                                                                          |  |         
|Effective Corporate Governance |  | Align?                                                                                             |  | Comments
|                               |  |                                                                                                    |  |         
|                               |  |                                                                                                    |  |          |     |  |  | (e)  approving procedures for strategy implementation, for identifying and managing risks and for insuring the integrity of internal control and management information systems; and                                                                         
|                              
|                               |  |                                                                                                    |  |          |     |  |  | (f)  reporting to shareholders on the performance of the business.                                                                                                                                                                                           
|                              
|                               |  |                                                                                                    |  |          |     |  |  | The Board has specifically retained responsibility for managing its own affairs, including planning its composition, selecting the Board Chair, nominating candidates for election to the Board, appointing committees and determining Director compensation.
|                              
|                               |  | (ii)  the
	chief executive officer.                                                                |  |          | Yes |  |  | A position description for the Chief Executive Officer has been developed and approved by the Board.                                                                                                                                                         
|                              
|                               |  | (b) Board should approve the chief executive
	officers corporate objectives.                      |  |          | Yes |  |  | The Compensation Committee annually reviews the Chief Executive Officers performance and, in consultation with the Chief Executive Officer, establishes objectives for the fiscal  year.                                                                    
|                              
|12.                            |  | Establish structures and procedures to ensure the
	Board can function independently of management. |  |          | Yes |  |  | The Board has determined that, at present, the Corporation is best served by dividing the responsibilities of Board Chair and Chief Executive Officer. The Board Chair is independent and unrelated and is chosen by the full Board.                         
|                              
|                               |  |                                                                                                    |  |          |     |  |  | A position description for the Board Chair has been developed and approved by the Board. Amongst other things the Chair is expected to:                                                                                                                      
|                              
|                               |  |                                                                                                    |  |          |     |  |  | (i)   provide leadership necessary for effective functioning of the  Board;                                                                                                                                                                                  
|                              
|                               |  |                                                                                                    |  |          |     |  |  | (ii)  lead in the assessment of Board performance;                                                                                                                                                                                                           
|                              
|                               |  |                                                                                                    |  |          |     |  |  | (iii) assist the Compensation Committee in monitoring and evaluating the performance of the Chief Executive Officer;                                                                                                                                         
|                              

A-9



---



##### 



|                               |  |                                                                                                                                 |  |          |     |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | 
|------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------- |  | -------- | --- |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|                               |  |                                                                                                                                 |  | Does     |     | 
|                               |  | PCS                                                                                                                             |  |         
|TSE Guidelines for             |  | Currently                                                                                                                       |  |         
|Effective Corporate Governance |  | Align?                                                                                                                          |  | Comments
|                               |  |                                                                                                                                 |  |         
|                               |  |                                                                                                                                 |  |          |     |  |  | (iv) lead the Board in ensuring succession plans are in place at the senior management level; and                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                              
|                               |  |                                                                                                                                 |  |          |     |  |  | (v)  act as an effective liaison between the Board and management.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                              
|                               |  |                                                                                                                                 |  |          |     |  |  | The Board has also adopted a policy of meeting without management present at each regularly scheduled meeting of the Board. These sessions are of no fixed duration and participating Directors are encouraged to raise and discuss any issues of concern.                                                                                                                                                                                                                                                                              
|                              
|13.                            |  | (a) The audit committee should have a
	mandate which specifically defines the roles and responsibility
	of the Audit Committee; |  |          | Yes |  |  | The Audit Committee has a comprehensive written Charter which was fully reviewed and amended in 2000 in compliance with amended standards of the New York Stock Exchange. It is composed solely of independent, unrelated Directors. All members of the Committee must be financially literate and at least one member of the Committee must have accounting or related financial expertise. The Board has approved a test of financial literacy and has established standards to determine accounting or related financial expertise.
|                              
|                               |  |                                                                                                                                 |  |          |     |  |  | The Charter explicitly affirms that the external auditor is ultimately accountable to the shareholders through the Board of Directors and Audit Committee. The Committee regularly assesses the independence of the external auditor and in its review of annual and quarterly financial statements, there is included a discussion of the quality of the Corporations accounting principles and the relevance, reliability, comparability and understandability of the financial statements.                                          
|                              
|                               |  | (b) All members should be outside Directors.                                                                                    |  |          | Yes |  |  | The Audit Committee is composed of four members, all of whom are independent and unrelated. At least one member of the Committee has accounting or related financial management expertise and all members of the Committee are financially literate.                                                                                                                                                                                                                                                                                    
|                              

A-10



---



##### 



|                               |  |                                                                                                                                                 |  |          |     |  |  |                                                                                                                                |  | 
|------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | --- |  |  | ------------------------------------------------------------------------------------------------------------------------------ |  | 
|                               |  |                                                                                                                                                 |  | Does     |     | 
|                               |  | PCS                                                                                                                                             |  |         
|TSE Guidelines for             |  | Currently                                                                                                                                       |  |         
|Effective Corporate Governance |  | Align?                                                                                                                                          |  | Comments
|                               |  |                                                                                                                                                 |  |         
|14.                            |  | Implement a system to enable individual Directors
	to engage outside advisors, at the expense of the Corporation in
	appropriate circumstances. |  |          | Yes |  |  | Individual Directors may engage outside advisors, at the Corporations expense, upon authorization of the Executive Committee.

A-11



---



##### 



APPENDIX B

CONTINUANCE RESOLUTION

CONTINUANCE OF THE CORPORATION

UNDER THE


CANADA BUSINESS CORPORATIONS ACT


RESOLVED, AS A SPECIAL RESOLUTION, THAT:



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | The continuance of the Corporation under the
	Canada Business Corporations Act(the CBCA)
	on substantially the terms and conditions set out in the
	management information circular of the Corporation dated
	March 27, 2002 (the Information Circular) be
	and the same is hereby authorized and approved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|2. | The Corporation is hereby authorized and directed
	to make application to the Director appointed under The
	Business Corporations Act(Saskatchewan) (the
	SBCA) for a certificate of authorization for the
	purpose of discontinuing the Corporation as a Saskatchewan
	corporation and continuing the Corporation under the CBCA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|3. | The Corporation is hereby authorized and directed
	to make application to the Director appointed under the CBCA to
	continue the Corporation as if it had been incorporated under
	the provisions of the CBCA. The articles of continuance of the
	Corporation shall be in the form attached as Appendix C to
	the Information Circular, with such amendments, deletions or
	alterations as may be considered necessary or advisable by any
	officer of the Corporation in order to ensure compliance with
	the provisions of the CBCA, as the same may be amended, and the
	requirements of the Director thereunder.                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|4. | Effective upon the issuance of the certificate of
	authorization under the SBCA and the certificate of continuance
	under the CBCA, the General By-law attached as Appendix D
	to the Information Circular is hereby adopted and approved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|5. | Each of the directors and officers of the
	Corporation is hereby authorized, empowered and instructed,
	acting on behalf of the Corporation, to execute or cause to be
	executed, under the seal of the Corporation or otherwise, and to
	deliver or to cause to be delivered, all such applications,
	authorizations, certificates, documents, agreements and
	instruments, including without limitation, the certificate of
	continuance and the articles of continuance and any forms
	prescribed or contemplated by the SBCA or the CBCA, and to do or
	to cause to be done all such other acts and things as each such
	director or officer of the Corporation shall determine to be
	necessary or desirable in order to carry out the intent of the
	foregoing paragraphs of this resolution and the matters
	authorized thereby, such determination to be conclusively
	evidenced by the execution and delivery of such application,
	authorization, certificate, document, agreement or instrument or
	the doing of such act or thing.
|  
|6. | The directors of the Corporation may, in their
	sole discretion, elect not to act on or carry out this special
	resolution and may abandon the application for the continuance
	of the Corporation under the CBCA at any time without further
	approval, ratifications or confirmation by the shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

B-1



---



##### 



APPENDIX C

(FORM 11)

C-1



---



##### 



SCHEDULE 1

ARTICLES OF CONTINUANCE

POTASH CORPORATION OF SASKATCHEWAN
INC.


The classes and any maximum number of shares that
Potash Corporation of Saskatchewan Inc. (the
Corporation) is authorized to issue:



| |     |                                                                   
| | --- | ------------------------------------------------------------------
| | (a) | an unlimited number of Common Shares; and                         
|
| | (b) | an unlimited number of First Preferred Shares
	issuable in series.



|   |              
|-- | -------------
|1. | COMMON SHARES

The rights, privileges, restrictions and
conditions attaching to the common shares (the Common
Shares) are as follows:



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.1   | Dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | 1.1.1 | Subject to any prior rights of the registered
	holders of the First Preferred Shares and of the registered
	holders of any other shares of the Corporation ranking senior to
	the Common Shares with respect to payment of dividends, the
	registered holders of the Common Shares shall have the right to
	receive such dividends, if any, as the board in its discretion
	may declare.                                                                                                                              
|
| | 1.2   | Liquidation, Dissolution or Winding
	Up                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | 1.2.1 | Subject to any prior rights of the registered
	holders of the First Preferred Shares or any other class of
	shares ranking senior to the Common Shares, the registered
	holders of the Common Shares shall have the right to receive,
	equally on a share-for-share basis, the remaining assets of the
	Corporation in the event of liquidation, dissolution, or
	winding-up of the Corporation or other distribution of assets of
	the Corporation among its shareholders for the purpose of
	winding-up its affairs.
|
| | 1.3   | Voting Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | 1.3.1 | The registered holders of the Common Shares shall
	be entitled to receive notice of, to attend and to cast one vote
	per Common Share held at all meetings of shareholders of the
	Corporation except meetings at which only registered holders of
	some other specified class or series are, at law or pursuant to
	the articles, entitled to vote.                                                                                                                                                                  



|   |                 
|-- | ----------------
|2. | PREFERRED SHARES

The rights, privileges, restrictions and
conditions attaching to the first preferred shares (the
First Preferred Shares), as a class, are as follows:

2.1   Issuance in
Series



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.1.1 | The Preferred Shares may, upon compliance with
	the applicable provisions of the Canada Business Corporations
	Act (the CBCA), be issued at any time and from time
	to time in one or more series, each series to consist of such
	number of shares as may, before the issue thereof, be fixed by
	the Board of Directors.                                                                                                                                                                                                                                                                                                      
|
| | 2.1.2 | Subject to the provisions of the CBCA, the
	by-laws of the Corporation and the rights, privileges,
	restrictions and conditions attached to the First Preferred
	Shares of any series, the directors may by resolution (a
	Series Resolution) duly passed before the
	issuance of First Preferred Shares of any series, alter the
	Articles to fix the number of First Preferred Shares in, and to
	determine the designation of the First Preferred Shares of, such
	series and alter the Articles to create, define and attach
	rights, privileges, restrictions and conditions to the First
	Preferred Shares of such series,

C-2



---



##### 



| |  |                                                                                                                                                         
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | including (as examples only), without in any way
	limiting the generality of the foregoing, rights, privileges,
	restrictions and conditions concerning:



| |       |                                                                                                                                                                                                                                               
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | the rate, amount or kind of dividends, whether
	cumulative or non-cumulative, the currency or currencies or kind
	of payment, the date or dates and place or places of payment and
	the date or dates from which such dividends are to accrue;
|
| | (ii)  | the right to receive notice of or to attend or to
	vote at any meeting of shareholders of the Corporation;                                                                                                                                    
|
| | (iii) | if redeemable or purchasable, the redemption or
	purchase prices or the method of calculation thereof and terms
	and conditions of redemption or purchase, with or without
	provision for purchase or similar funds;                          
|
| | (iv)  | any conversion, exchange or reclassification
	rights; and                                                                                                                                                                                     
|
| | (v)   | any other terms not inconsistent with these
	articles;                                                                                                                                                                                        

all as set forth in the articles of amendment
relating to such series.



| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.1.3 | The First Preferred Shares of each series shall
	rank on a parity with the First Preferred Shares of every other
	series with respect to priority in payment of dividends and in
	the distribution of assets in the event of liquidation,
	dissolution or winding-up of the Corporation or other
	distribution of assets of the Corporation among its shareholders
	for the purpose of winding-up of its affairs.                                                                                                                                                                                                                                                                                                                       
|
| | 2.1.4 | The First Preferred Shares shall be entitled to
	preference over the Common Shares of the Corporation and any
	other shares of the Corporation ranking junior to the First
	Preferred Shares with respect to the payment of dividends and
	the distribution of assets in the event of liquidation,
	dissolution or winding-up of the Corporation or other
	distribution of assets of the Corporation among its shareholders
	for the purpose of winding-up its affairs and may also be given
	such other preferences over the Common Shares of the Corporation
	and any other shares of the Corporation ranking junior to the
	First Preferred Shares as may be fixed by the board as to the
	respective series authorized to be issued.
|
| | 2.1.5 | When any cumulative dividends or amounts payable
	on a return of capital are not paid in full, the First Preferred
	Shares of all series shall participate rateably in respect of
	such dividends including accumulations, if any, in accordance
	with the sums which would be payable on the First Preferred
	Shares if all such dividends were declared and paid in full, and
	on any return of capital in accordance with the sums which would
	be payable on such return of capital if all sums so payable were
	paid in full.                                                                                                                                                                                                      
|
| | 2.1.6 | The registered holders of the First Preferred
	Shares shall not be entitled (except as specifically provided in
	the rights, privileges, restrictions, and conditions attaching
	to the shares of any series and except as provided in the CBCA)
	to receive notice of or attend any meeting of the shareholders
	of the Corporation or to vote at any such meeting for any
	purpose, but shall be entitled to have mailed to them copies of
	the financial statements and auditors report thereon
	submitted to annual meetings of shareholders.                                                                                                                                                                                      

C-3



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##### 



SCHEDULE 2

ARTICLES OF CONTINUANCE

POTASH CORPORATION OF SASKATCHEWAN
INC.


Details of Incorporation:



| |     |                                                                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Incorporated under The Companies Act
	(Saskatchewan) as Achen Construction Co. Ltd. on June 4,
	1953.                                                            
|
| | (b) | Continued pursuant to The Business
	Corporations Act, 1977 (Saskatchewan) on September 29,
	1978.                                                                
|
| | (c) | Restated Articles of Incorporation under The
	Business Corporations Act (Saskatchewan) registered on
	October 31, 1989 as Potash Corporation of Saskatchewan Inc.
|
| | (d) | Articles of Amendment under The Business
	Corporations Act (Saskatchewan) registered on May 11,
	1995.                                                           

C-4



---



##### 



SCHEDULE 3

ARTICLES OF CONTINUANCE

POTASH CORPORATION OF SASKATCHEWAN
INC.




| |     |                                                                                                                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | The actual number of directors within the minimum
	and maximum number set out in the Articles of Continuance may be
	determined from time to time by resolution of the Board of
	Directors of the Corporation.                                                                                                                                               
|
| | (2) | The directors of the Corporation may appoint one
	or more additional directors, who shall hold office for a term
	expiring not later than the close of the next annual meeting of
	shareholders, but the total number of directors so appointed may
	not exceed one third of the number of directors elected at the
	previous annual meeting of shareholders.
|
| | (3) | Meetings of shareholders of the Corporation may
	be held outside of Canada at the following places;
	New York, New York; London, England; or Chicago,
	Illinois.                                                                                                                                                                                             

C-5



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##### 



APPENDIX D

POTASH CORPORATION OF SASKATCHEWAN
INC.

GENERAL BY-LAW

A BY-LAW RELATING GENERALLY TO THE CONDUCT OF
THE

BUSINESS AND AFFAIRS OF POTASH CORPORATION OF
SASKATCHEWAN INC.


D-1



---



##### 



TABLE OF CONTENTS

|                                                                       |  |     
|---------------------------------------------------------------------- |  | ----
|                                                                       |  | Page
|                                                                       |  |     
|Section 1  General                                                     |  | D-4 
|(1) Definitions                                                        |  | D-4 
|(2) Interpretation                                                     |  | D-4 
|(3) Subordination                                                      |  | D-4 
|                                                                      
|Section 2  General
	Matters                                            |  | D-4 
|(1) Corporate Seal                                                     |  | D-4 
|(2) Fiscal Year                                                        |  | D-5 
|(3) Registered Office                                                  |  | D-5 
|                                                                      
|Section 3  Execution of
	Contracts                                     |  | D-5 
|(1) Execution of Documents                                             |  | D-5 
|(2) Execution of Documents in Ordinary Course                          |  | D-5 
|                                                                      
|Section 4  Borrowing
	Power                                            |  | D-5 
|                                                                      
|Section 5  Shares and
	Transfers                                       |  | D-6 
|(1) Certificates                                                       |  | D-6 
|(2) Transfers                                                          |  | D-6 
|(3) Defaced, Lost or Destroyed Certificates                            |  | D-6 
|(4) Dividend Disbursing Agents                                         |  | D-6 
|                                                                      
|Section 6  Shareholders
	Meetings                                     |  | D-6 
|(1) Waiver of Notice                                                   |  | D-6 
|(2) Quorum                                                             |  | D-6 
|(3) Scrutineers                                                        |  | D-6 
|(4) Votes to Govern                                                    |  | D-6 
|(5) Voting                                                             |  | D-7 
|(6) Proxy                                                              |  | D-7 
|(7) Presiding Officers                                                 |  | D-7 
|(8) Persons Entitled to be Present                                     |  | D-7 
|(9) Meeting by Telephonic, Electronic or
	Other Communication Facility |  | D-7 
|                                                                      
|Section 7  Directors                                                   |  | D-7 
|(1) Number                                                             |  | D-7 
|(2) Vacancies                                                          |  | D-8 
|(3) Election, Appointment                                              |  | D-8 
|(4) Access to Information                                              |  | D-8 
|                                                                      
|Section 8  Meetings of the
	Directors                                  |  | D-8 
|(1) Place and Convening of Meetings                                    |  | D-8 
|(2) Notice                                                             |  | D-8 
|(3) Waiver                                                             |  | D-9 
|(4) Adjournment                                                        |  | D-9 
|(5) Quorum                                                             |  | D-9 
|(6) Voting                                                             |  | D-9 
|(7) Presiding Officers                                                 |  | D-9 
|(8) Chair of the Board                                                 |  | D-9 

D-2



---



##### 



|                                                                        |  |     
|----------------------------------------------------------------------- |  | ----
|                                                                        |  | Page
|                                                                        |  |     
|                                                                       
|Section 9  Officers                                                     |  | D-9 
|(1) Appointment of Officers                                             |  | D-9 
|(2) Chief Executive Officer                                             |  | D-10
|(3) President                                                           |  | D-10
|(4) Vice President                                                      |  | D-10
|(5) Secretary                                                           |  | D-10
|(6) Treasurer                                                           |  | D-10
|(7) Duties of Officer may be Delegated                                  |  | D-10
|                                                                       
|Section 10  Committees                                                  |  | D-10
|                                                                       
|Section 11  Protection and
	Indemnity of Directors, Officers and Others |  | D-11
|(1) Disclosure of Interest                                              |  | D-11
|(2) Non-Liability for Acts                                              |  | D-11
|(3) Approval of Contracts by Shareholders                               |  | D-11
|(4) Indemnification                                                     |  | D-11
|(5) No Limitation of Rights                                             |  | D-11
|                                                                       
|Section 12  Dividends                                                   |  | D-12
|(1) Dividends                                                           |  | D-12
|(2) Cash Dividends                                                      |  | D-12
|                                                                       
|Section 13  Voting Securities
	in Other Bodies Corporate                |  | D-12
|                                                                       
|Section 14  Notices                                                     |  | D-12
|(1) Manner of Notice                                                    |  | D-12
|(2) Notice Computation                                                  |  | D-12
|(3) Returned Notices                                                    |  | D-13
|(4) Joint Holders                                                       |  | D-13
|(5) Successor Bound                                                     |  | D-13
|(6) Deceased Holder                                                     |  | D-13
|(7) Signature                                                           |  | D-13
|(8) Certificate of Officer                                              |  | D-13
|(9) Common Notice                                                       |  | D-13
|                                                                       
|Section 15  Coming into
	Force                                          |  | D-13
|                                                                       
|Section 16  Repeal                                                      |  | D-14

D-3



---



##### 



POTASH CORPORATION OF SASKATCHEWAN
INC.

GENERAL BY-LAW

A By-law relating to the conduct of the business
and affairs of Potash Corporation of Saskatchewan Inc.
(hereinafter called the Corporation).

IT IS HEREBY ENACTEDas a By-law of the Corporation as follows:

Section 1  General

(1) Definitions.

In this By-law and all other By-laws of the
Corporation, unless specifically defined herein or the context
otherwise specifies or requires, all terms which are defined in
the Act shall have the meanings given to such terms in the Act,
and in particular:



| |     |                                                                                                                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Actmeans The Canada Business Corporations Act, and any
	statute that may be substituted therefor, and the regulations
	made thereunder;                                                      
|
| | (b) | Articlesmeans the articles of continuance of the Corporation from time
	to time in force and effect;                                                                                         
|
| | (c) | By-lawsmeans all By-laws of the Corporation from time to time in force
	and effect;                                                                                                          
|
| | (d) | the
	directors,
	Board and Board of
	Directors means the directors of the Corporation from
	time to time;                                                                                
|
| | (e) | in
	writingand
	written includes printing, typewriting,
	lithographing and other modes of representing or reproducing
	words in visible form and shall include an electronic document;
	and
|
| | (f) | reference to any statute or statutory provision
	shall extend to any amendment thereof or substitution therefor.                                                                               

(2) Interpretation.

In this By-law and other By-laws of the
Corporation, the following rules of interpretation shall apply:



| |     |                                                                                                                                                                                                                                                                                                                                         
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | all references to a meeting of shareholders
	shall, unless the context otherwise requires, include any
	meeting of only the holders of a particular class or series of
	shares in the Corporation that is required by the Act, by
	applicable law or by the Articles;                                                                   
|
| | (b) | words importing the singular number only shall
	include the plural and vice versa; words importing the masculine
	gender shall include the feminine and neuter genders; words
	importing persons shall include bodies corporate, corporations,
	companies, partnerships, syndicates, trusts and any number or
	aggregate of persons; and
|
| | (c) | the headings used are inserted for reference
	purposes only and are not to be considered or taken into account
	in construing the terms or provisions thereof or to be deemed in
	any way to clarify, modify or explain the effect of any such
	terms or provisions.                                                                    

(3) Subordination.

This By-law is subordinate to, and should be read
in conjunction with, the Act and the Articles.

Section 2  General
Matters

(1) Corporate Seal.

The corporate seal of the Corporation shall be
such as the Board of Directors may by resolution from time to
time adopt.

D-4



---



##### 



(2) Fiscal Year.

The fiscal year of the Corporation shall
terminate on such day in each year as the Board of Directors may
from time to time by resolution determine.

(3) Registered Office.

The registered office of the Corporation shall be
in the province within Canada from time to time specified in the
Articles at the place therein as the board may from time to time
determine.

Section 3  Execution of
Contracts

(1) Execution of Documents.

Contracts, documents or instruments in writing
requiring execution by the Corporation may be signed, either
manually or by electronic means in accordance with the Act by
any two officers of the Corporation and all contracts, documents
or instruments in writing so signed shall be binding upon the
Corporation without any further authorization or formalities.
The Board of Directors is authorized to appoint from time to
time, by resolution, any officer or officers or any other person
or persons on behalf of the Corporation either to sign
contracts, documents or instruments in writing generally or to
sign specific contracts, documents or instruments in writing.

The corporate seal of the Corporation may, when
required, be affixed to contracts, documents or instruments in
writing signed as aforesaid by an officer or officers or person
or persons appointed as aforesaid by resolution of the Board of
Directors.

(2) Execution of Documents in Ordinary
Course.

Nothing contained herein shall restrict or in any
way limit the authority of the directors, officers and employees
of the Corporation to sign contracts, documents or instruments
in writing on behalf of the Corporation in the ordinary course
of business and such contracts, documents or instruments in
writing when so signed shall without more be binding on the
Corporation.

Section 4  Borrowing
Power

The directors of the Corporation may from time to
time on behalf of the Corporation, without authorization of the
shareholders:



| |     |                                                                                                                                                                                                                                                                                                                                      
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | borrow money on the credit of the Corporation;                                                                                                                                                                                                                                                                                       
|
| | (b) | issue, reissue, sell or pledge debt obligations
	of the Corporation, including without limitation, bonds,
	debentures, notes or other evidences of indebtedness or
	guarantees of the Corporation, whether secured or unsecured;                                                                                                     
|
| | (c) | subject to the provisions of the Act, give a
	guarantee on behalf of the Corporation to secure performance of
	an obligation of any person;                                                                                                                                                                                          
|
| | (d) | mortgage, hypothecate, pledge or otherwise create
	an interest in or charge on all or any property of the
	Corporation, owned or subsequently acquired, to secure payment
	of a debt or performance of any other obligation of the
	Corporation; and                                                                                 
|
| | (e) | delegate to one or more directors, a committee of
	directors or one or more officers of the Corporation as may be
	designated by the directors, all or any of the powers conferred
	by the foregoing clauses of this By-law to such extent and in
	such manner as the directors shall determine at the time of each
	such delegation.

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Section 5  Shares and
Transfers

(1) Certificates.

Any security certificates shall be in such form
as the Board of Directors may from time to time by resolution
approve or the Corporation adopt.

(2) Transfers.

No transfers shall be recorded or registered
unless and until compliance has been made with any conditions of
transfer stated in the Act and the Articles and unless or until
(i) the certificate representing the security to be
transferred has been surrendered and cancelled or, (ii) if
no certificate has been issued by the Corporation in respect of
such security unless or until the procedures, if any,
established by the Board of Directors from time to time have
been complied with.

(3) Defaced, Lost or Destroyed Certificates.

Subject to the Act, if a security certificate is
defaced, lost or destroyed, it may be replaced on payment of
such fee, if any, and on such terms, if any, as to evidence and
indemnity as the directors think fit.

(4) Dividend Disbursing Agents.

The Board may from time to time appoint a
dividend disbursing agent to disburse dividends.

Section 6  Shareholders
Meetings

(1) Waiver of Notice.

Notice of any meeting of shareholders or any
irregularity in any such meeting or in the notice thereof may be
waived by any shareholder, the duly appointed proxy of any
shareholder and any other person entitled to attend the meeting
of shareholders, in any manner and such waiver may be validly
given either before or after the meeting to which such waiver
relates. Attendance of any shareholder, duly appointed proxy of
any shareholder or any other person entitled to attend the
meeting of shareholders is a waiver of notice of the meeting,
except where that person attends a meeting for the express
purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called.

(2) Quorum.

A quorum for any meeting of shareholders shall be
a person or persons present and holding or representing by proxy
not less than five percent (5%) of the total number of issued
shares of the Corporation having voting rights at such meeting.
No business shall be transacted at any meeting unless the
requisite quorum shall be present at the commencement of such
meeting, provided that if a quorum is present at the
commencement of a meeting a quorum shall be deemed to be present
during the remainder of the meeting.

(3) Scrutineers.

At any meeting of shareholders, the chair of the
meeting may with the consent of the meeting appoint one or more
persons, who may be shareholders, to serve as scrutineers.

(4) Votes to Govern.

At any meeting of shareholders, unless a special
resolution or some other special majority is required by the
Act, applicable law or the Articles, all questions shall be
decided by the majority of votes cast on the question. In case
of an equality of votes, either upon a show of hands or upon a
poll, the chair of the meeting shall be entitled to second or
casting vote.

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(5) Voting.

Subject to the Act, applicable law, the Articles
and subsection 6(9) hereof, and unless a ballot is demanded
or required, voting at a meeting of shareholders shall be by way
of a show of hands. Upon a show of hands each person present and
entitled to vote at a meeting shall have one vote and a
declaration by the chair of the meeting that any question has
been carried, carried by a particular majority or not carried
and an entry to that effect in the minutes of the meeting shall
be conclusive evidence of the fact without proof of the number
or proportion of votes recorded in favour of or against the
motion and the result of the vote so taken and declared shall be
the decision of the shareholders upon the said question.

The chair of the meeting or any shareholder or
proxy entitled to vote thereat may require or demand a ballot
upon any question, either before or after any vote by show of
hands, but such requirement or demand may be withdrawn at any
time prior to the taking of the ballot. Any ballot shall be
taken in such manner as the chair of the meeting shall direct.
On a ballot, each shareholder present in person or by proxy
shall be entitled, in respect of the shares which such
shareholder is entitled to vote at the meeting upon the
question, to the number of votes provided by the Articles and
the result of the ballot so taken shall be the decision of the
shareholders upon the said question.

(6) Proxy.

An instrument of proxy shall be executed by the
shareholder or the shareholders attorney authorized in
writing and shall conform with the requirements of the Act and
any requirements established by the Board or shall be otherwise
acceptable to the chair of the meeting at which the instrument
of proxy is to be used.

(7) Presiding Officers.

The chair of any meeting of shareholders shall be
the first mentioned of such of the following persons as have
been appointed and is present at the meeting; the Chair of the
Board, the Chief Executive Officer, the President, or a Vice
President (in order of seniority). In the absence of any such
persons, the shareholders shall choose one of their number to
chair the meeting. The secretary of the meeting shall be the
Secretary of the Corporation, or if the Secretary is not
present, any Assistant Secretary of the Corporation.
Notwithstanding the above, the chair of the meeting at the
chairs sole discretion, may appoint a person, who need not
be a shareholder, to act as secretary of the meeting.

(8) Persons Entitled to be Present.

The only persons entitled to be present at a
meeting of shareholders shall be those entitled to vote thereat,
the directors and auditors of the Corporation and others who,
although not entitled to vote, are entitled or required by the
Act, applicable law, the Articles or the By-laws to be present.
Any other person may be admitted only with the consent of the
chair of the meeting or with the consent of the meeting.

(9) Meeting by Telephonic, Electronic or
Other Communication Facility.

Meetings of shareholders may be held entirely by
means of a telephonic, electronic or other communication
facility that permits all participants participating in the
meeting to communicate with each other, and any person
participating in such a meeting is deemed to be present at the
meeting. Any vote at such a meeting may be held entirely by
means of a telephonic, electronic or other communication
facility.

Section 7  Directors

(1) Number.

The number of directors shall be the number fixed
by the Articles, or where the Articles specify a variable
number, the number shall not be less than the minimum and not
more than the maximum number so specified and shall be
determined from time to time within such limits by resolution of
the Board of Directors.

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(2) Vacancies.

Where there is a vacancy or vacancies in the
Board of Directors, the remaining directors may exercise all the
powers of the Board so long as a quorum of the Board remains in
office.

(3) Election, Appointment.

A director may be elected for an expressly stated
term, and if so elected ceases to hold office at the expiration
of such term. A director not elected for an expressly stated
term of office shall hold office from the date of the meeting at
which he or she is elected until the annual meeting next
following; provided that a retiring director shall retain office
until the adjournment or termination of the meeting at which his
or her successor is elected or appointed unless such meeting was
called for the purpose of removing him or her from office as a
director in which case the director so removed shall vacate
office forthwith upon the passing of the resolution for his or
her removal. Retiring directors, if qualified, are eligible for
re-election or reappointment. The directors may appoint one or
more additional directors, who shall hold office for a term
expiring not later than the close of the next annual meeting of
shareholders, but the total number of directors so appointed may
not exceed one third of the number of directors elected at the
previous annual meeting of shareholders.

(4) Access to Information.

Except as may be required by the Act, no
shareholder shall be entitled by virtue of being a shareholder
to discovery of any information or records respecting the
Corporation or its business except when authorized by the Board.

Section 8  Meetings of the
Directors

(1) Place and Convening of Meetings.

A meeting of the Board of Directors may be
convened by the Chair of the Board, the Chief Executive Officer,
the President or any two (2) directors at any time and the
Secretary shall, upon direction of any of the foregoing, convene
a meeting of the Board of Directors. A meeting of any committee
may be convened by the chair of the committee or any two
(2) members of the committee and the Secretary shall, upon
the direction of either of the foregoing, convene a meeting of
the said committee. Except as otherwise provided by the Act and
the By-laws the directors, either as a Board or as a committee
thereof may convene, adjourn and otherwise regulate their
meetings as they think fit.

(2) Notice.

Notice of the time and place of each meeting of
the Board and of any committee of the Board shall be given in
the manner provided in Section 14 hereof to each director
or member as the case may be, in the case of notice given by
personal delivery or by electronic communication as permitted by
and in accordance with the Act, not less than forty-eight
(48) hours before the time when the meeting is to be held
and in the case of notice given by mail, not less than
ninety-six (96) hours before the time when the meeting is
to be held, provided that meetings of the Board or of any
committee of the Board may be held at any time without formal
notice if all the directors are present (including present by
way of telephonic or electronic participation) or if all the
absent directors waive notice.

For the first meeting of the Board of Directors
or of any committee of the Board to be held immediately
following the election of the directors at an annual or general
meeting of the shareholders or for a meeting of the Board of
Directors or a committee thereof at which a director or member
is appointed to fill a vacancy in the Board or committee, no
notice need be given to the newly elected or appointed directors
or members in order for the meeting to be duly constituted,
provided a quorum is present.

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(3) Waiver.

Notice of any meeting of the Board of Directors
or of any committee of the Board of Directors or any
irregularity in any meeting or in the notice thereof may be
waived by any director in any manner, and such waiver may be
validly given either before or after the meeting to which such
waiver relates.

(4) Adjournment.

Any meeting of the Board of Directors or of any
committee of the Board of Directors may be adjourned from time
to time by the chair of the meeting, with the consent of the
meeting, to an announced time and place and no notice of the
time and place for the holding of the adjourned meeting need be
given to any director. Any adjourned meeting shall be duly
constituted if held in accordance with the terms of the
adjournment and if a quorum is present thereat. The directors
who formed a quorum at the original meeting are not required to
form the quorum at the adjourned meeting. If there is no quorum
present at the adjourned meeting, the original meeting shall be
deemed to have terminated forthwith after its adjournment.

(5) Quorum.

Subject to the Act, a quorum for any meeting of
the Board of Directors of the Corporation shall consist of a
majority of the number of directors of the Corporation or such
other number as the directors may by resolution from time to
time determine. Notwithstanding any vacancy among the directors,
a quorum of directors may exercise all the powers of the
directors.

(6) Voting.

Questions arising at any meeting of directors
shall be determined by a majority of votes of the directors
present, and in the case of an equality of votes the chair of
the meeting shall not have a second or casting vote.

(7) Presiding Officers.

The chair of any meeting of the Board shall be
the first mentioned of the following persons who is also a
director and is present at the meeting; the Chair of the Board,
the Chief Executive Officer, the President, or a Vice President
(in order of seniority). If no such person is present, the
directors shall choose one of their number to chair the meeting.

(8) Chair of the Board.

The Board of Directors shall, from time to time,
elect from among its members a Chair of the Board who shall, if
present, preside as chair at all meetings of the Board and of
shareholders. The Chair of the Board shall not be an officer of
the Corporation unless specifically so designated by the Board.

Section 9  Officers

(1) Appointment of Officers.

Subject to the Articles, the Board of Directors
annually or as often as may be required may appoint a Chief
Executive Officer, a President, a Secretary, one or more Vice
Presidents (to which title may be added words indicating
seniority or function) and a Treasurer and such other officers,
if any, as the Board in its discretion shall from time to time
appoint. None of such officers need be a director of the
Corporation although a director may be appointed to any office
of the Corporation. Two or more offices of the Corporation may
be held by the same person. The Board of Directors may from time
to time appoint such other officers, employees and agents as
they shall deem necessary who shall have such authority and
shall perform such functions and duties as may from time to time
be prescribed by resolution of the directors. The Board of
Directors may from time to time and subject to the provisions of
the Act, vary, add to or limit the duties and powers of any
officer.

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(2) Chief Executive Officer.

The Chief Executive Officer shall report to the
Board of Directors and shall exercise overall management and
direction of the Corporation. In the absence of the Chair of the
Board, and if the Chief Executive Officer is also a director of
the Corporation, the Chief Executive Officer shall, when
present, preside as chair at all meetings of directors and
shareholders.

(3) President.

The President shall, subject to the direction of
the Board of Directors, have general supervision and control
over the business and affairs of the Corporation. In the absence
of the Chair of the Board and the Chief Executive Officer, and
if the President is also a director of the Corporation, the
President shall, when present, preside as chair at all meetings
of directors and shareholders. The President shall sign such
contracts, documents or instruments in writing as require the
Presidents signature and shall have such other powers and
shall perform such other duties as may from time to time be
assigned by resolution of the Board of Directors or as are
incident to the office.

(4) Vice President.

A Vice President shall sign such contracts,
documents or instruments in writing as require his or her
signature and shall have such other powers and shall perform
such other duties as may from time to time be assigned by
resolution of the Board of Directors or as are incident to
the office.

(5) Secretary.

The Secretary shall give or cause to be given
notices for all meetings of directors, any committee of
directors and shareholders when directed to do so and shall,
subject to the provisions of the Act, maintain the records,
documents and registers of the Corporation. The Secretary shall
sign such contracts, documents or instruments in writing as
require the Secretarys signature and shall have such other
powers and shall perform such other duties as may from time to
time be assigned by resolution of the Board of Directors or as
are incident to the office.

(6) Treasurer.

Subject to the provisions of any resolution of
the directors, the Treasurer shall have the care and custody of
all funds and securities of the Corporation and shall deposit
the same in the name of the Corporation in such bank or banks or
with such other depositary or depositaries as the directors may
by resolution direct. The Treasurer shall prepare and maintain
adequate accounting records. The Treasurer shall sign such
contracts, documents or instruments in writing as require the
Treasurers signature and shall have such other powers and
shall perform such other duties as may from time to time be
assigned by resolution of the Board of Directors or as are
incident to the office.

(7) Duties of Officers may be Delegated.

In the case of the absence or inability or
refusal to act of any officer of the Corporation or for any
other reason that the Board may deem sufficient, the directors
may delegate all or any of the powers of such officer to any
other officer or to any director for the time being.

Section 10  Committees

The Board may create, and prescribe the duties
and terms of reference of, such committee or committees of
directors as it may from time to time determine necessary to
more effectively permit the efficient direction of the business
and affairs of the Corporation. The Board may delegate to such
committee or committees any of the powers of the Board except
those which under the Act must be exercised by the Board itself,
provided that any such delegation shall not limit the ability of
the Board to make decisions on any subject matter so

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delegated. The procedures of any such committee
or committees of the Board shall, except as otherwise determined
by the Board, be those applicable to the Board.


Section 11  Protection and
Indemnity of Directors, Officers and Others

(1) Disclosure of Interest.

Subject to compliance with the Act to the extent
to which the same shall apply, no director or officer, and no
other entity of which he or she is a director or officer or in
which he or she has any interest whatsoever, shall be
disqualified by his or her office or by reason of his or her
holding any other office of, or place of profit under, the
Corporation or any other entity in which the Corporation is
interested from entering into any contract, transaction or
arrangement with the Corporation or any other entity in which
the Corporation is interested either as vendor, purchaser or
otherwise or from being concerned or interested in any manner
whatsoever in any contract, transaction or arrangement made or
proposed to be entered into with the Corporation or any other
entity in which the Corporation is interested, nor shall any
contract, transaction or arrangement be thereby avoided; nor
shall any director or officer be liable to account to the
Corporation for any profit arising from such office or place of
profit or realized by any such contract, transaction or
arrangement.

(2) Non-Liability for Acts.

Subject to the Act, no director or officer shall
be liable for the acts, receipts, neglects or defaults of any
other person or for joining in any receipt or act for conformity
or for any loss, damage or expense happening to the Corporation
through the insufficiency or deficiency of title to any property
acquired by, for or on behalf of the Corporation or for the
insufficiency or deficiency of any security in or upon which any
moneys of the Corporation are invested or for any loss or
damages arising from the bankruptcy, insolvency or tortious act
of any person with whom any moneys, securities or other
properties of the Corporation are lodged or deposited or for any
other loss, damage or misfortune whatever may arise out of the
execution of the duties of the office or in relation thereto.

(3) Approval of Contracts by Shareholders.

Subject to the Act, any contract entered into or
action taken or omitted by or on behalf of the Corporation
shall, if approved by a resolution of the shareholders, be
deemed for all purposes to have had the prior authorization of
all the shareholders.

(4) Indemnification.

The Corporation shall, whenever required or
permitted by the Act or otherwise by law, indemnify each
director, each officer, each former director, each former
officer and each person who acts or acted at the
Corporations request as a director or officer or an
individual acting in a similar capacity, of another entity, and
his or her heirs and personal representatives, against all
costs, charges and expenses, including, without limitation, each
amount paid to settle an action or satisfy a judgment,
reasonably incurred by him or her in respect of any civil,
criminal, administrative, investigative or other proceeding to
which he or she is made a party by reason of being or having
been a director or officer of the Corporation or such other
entity.

(5) No Limitation of Rights

The foregoing provisions of this Section 11
shall be in amplification of and in addition to, and not by way
of limitation of or substitution for any rights, immunities or
protection conferred upon any director, officer or other person
by any statute, law, matter or thing whatsoever.

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Section 12  Dividends

(1) Dividends.

The Board may from time to time declare and the
Corporation may pay dividends on its issued shares to its
shareholders according to their respective shareholdings in the
Corporation as they appear from the Corporations register.
Dividends may be paid in any form permitted by applicable law.

(2) Cash Dividends.

A dividend payable in cash shall be paid by
cheque drawn either on the bankers of the Corporation or the
bankers of its dividend disbursing agent, or in such other
manner prescribed by the Board of Directors to the order of each
registered holder of shares of the class or series in respect of
which the dividend has been declared, and sent to such
registered holder at their recorded address or to such other
address as the holder directs. In the case of joint holders, the
cheque or other manner of payment shall, unless such joint
holders otherwise direct, be made payable to the order of all
such joint holders. The sending of such payment as aforesaid,
unless the same is not paid on due presentation, shall satisfy
and discharge the liability for the dividend to the extent of
the sum represented thereby plus the amount of any tax which the
Corporation is required to and does withhold. All dividends
unclaimed for six (6) years after the date of declaration
shall be forfeited to the Corporation.

Section 13  Voting Securities
in Other Bodies Corporate

All securities of any other body corporate
carrying voting rights held from time to time by the Corporation
may be voted at all meetings of shareholders, bondholders,
debenture holders or holders of such securities, as the case may
be, of such other body corporate, in such manner and by such
person or persons as the Board of Directors of the Corporation
shall from time to time determine by resolution. Any two
officers of the Corporation may also from time to time execute
and deliver for and on behalf of the Corporation instruments of
proxy and/or arrange for the issuance of voting certificates
and/or other evidences of the rights to vote in such names as
they may determine without the necessity of a resolution or
other action by the Board of Directors.

Section 14  Notices

(1) Manner of Notice.

Any notice (which includes any communication or
document) to be given (which term includes sent, delivered or
served) pursuant to the Act, applicable law, the Articles, the
By-laws or otherwise to a shareholder, director, officer,
auditor or member of a committee of the Board shall be
sufficiently given, if delivered personally to the person to
whom it is to be given or if delivered to his or her latest
address as shown on the records of the Corporation, or if mailed
to him or her at his or her said address by prepaid ordinary or
air mail, or if sent to him or her by any form of electronic
means permitted by the Act, at his or her said address. A notice
so delivered shall be deemed to have been given when it is
delivered personally or to the said address as aforesaid; a
notice so mailed shall be deemed to have been given when
deposited in a post office or public letter box; a notice so
sent by any form of electronic means permitted by the Act shall
be deemed to have been given when dispatched. The Secretary may
change or cause to be changed the recorded address of any
shareholder, director, officer, auditor, or member of a
committee of the Board in accordance with any information
believed by the Secretary to be reliable.

(2) Notice Computation.

In computing the time when notice must be given
under any provision regarding a specified number of hours notice
of any meeting or other event, the hour of giving the notice and
the hour of commencement of the meeting shall be excluded, and
in computing the date when notice must be given under any
provision requiring a specified number of days notice of
any meeting or other event, the date of giving the notice shall
be excluded and the date of the meeting or other event shall be
included.

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(3) Returned Notices.

Where notices or other documents required to be
given by the Corporation to its shareholders have been mailed to
a shareholder at the shareholders latest address as shown
on the records of the Corporation and where, on three
(3) consecutive occasions, notices or other documents have
been returned by the post office to the Corporation, the
Corporation is not required to mail to the shareholder any
further notices or other documents until such time as the
Corporation receives written notice from the shareholder
requesting that notices and other documents be sent to the
shareholder at a specified address.

(4) Joint Holders.

All notices or other documents shall, with
respect to any shares in the capital of the Corporation
registered in more than one name, be given to whichever of such
persons is named first in the records of the Corporation and any
notice or other document so given shall be sufficient notice of
delivery of such document to all the holders of such shares.

(5) Successor Bound.

Every person who by operation of law, transfer or
by any other means whatsoever shall become entitled to any
shares in the capital of the Corporation shall be bound by every
notice or other document in respect of such shares which prior
to his or her name and address being entered on the records of
the Corporation shall have been duly given to the person or
persons from whom he or she derives his or her title to such
shares.

(6) Deceased Holder.

Any notice or other document given by post shall,
notwithstanding that such shareholder be then deceased and
whether or not the Corporation has notice of his or her decease,
be deemed to have been duly served in respect of the shares held
by such shareholder (whether held solely or with other persons)
until some other person be entered in his or her stead in the
records of the Corporation as the holder or one of the holders
thereof and such service shall for all purposes be deemed a
sufficient service of such notice or other document on his or
her heirs, executors or administrators and all persons (if any),
interested with him or her in such shares.

(7) Signature.

The signature of any director or officer of the
Corporation to any notice may be evidenced in any manner
permitted by the Act.

(8) Certificate of Officer.

A certificate of any officer of the Corporation
in office at the time of the making of the certificate or of a
transfer or any transfer agent or branch transfer agent of
shares of any class of the Corporation as to facts in relation
to the mailing or delivery or service of any notice or other
document to any shareholder, director, officer or auditor or
publication of any notice or other document shall be conclusive
evidence thereof, and shall be binding on every shareholder,
director, officer or auditor of the Corporation, as the case may
be.

(9) Common Notice.

A special meeting and the annual general meeting
of shareholders of the Corporation may be convened by one and
the same notice, and it shall be no objection to the said notice
that it only convenes the second meeting contingently on any
resolution being passed by the requisite majority at the first
meeting.

Section 15  Coming into
Force

This By-law shall come into force on the date
shown on the Corporations certificate of continuance under
the Act.

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Section 16  Repeal

All previous By-laws of the Corporation are
repealed as of the coming into force of this By-law. Such repeal
shall not affect the previous operation of any By-law so
repealed or affect the validity of any act done or right,
privilege, obligation or liability acquired or incurred under,
or the validity of any contract or agreement made pursuant to,
or the validity of any articles or predecessor charter documents
of the Corporation obtained pursuant to, any such By-law prior
to its repeal. All officers and persons acting under any By-law
so repealed shall continue to act as if appointed under the
provisions of this By-law and all resolutions of the
shareholders or the board or a committee of the board of
continuing effect passed under any repealed By-law shall
continue good and valid except to the extent inconsistent with
this By-law and until amended or repealed.







| |          
| | ---------
| |          
| | President
|
|
| |          
| | Secretary

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PRINTED IN CANADA




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Potash
Corporation

of Saskatchewan
Inc.


(Potash Logo)




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|      |                                        
|----- | ---------------------------------------
|Proxy | Potash Corporation of Saskatchewan Inc.




|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|FOR USE AT THE ANNUAL AND SPECIAL MEETING OF
	SHAREHOLDERS TO BE HELD ON MAY 9, 2002.
	 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
	DIRECTORS OF THE CORPORATION.The undersigned holder of common
	shares (Shares) of Potash Corporation of
	Saskatchewan Inc. (the Corporation) hereby appoints
	Donald E. Phillips, Chairman of the Board, or failing him,
	William J. Doyle, President and Chief Executive Officer, or
	failing him, Wayne R. Brownlee, Senior Vice President, Treasurer
	and Chief Financial Officer, or failing him, John L.M. Hampton,
	Senior Vice President, General Counsel and Secretary, or instead
	of any of the foregoing,
	--------------------------------------------------,
	as proxy for the undersigned to attend, vote and act for and on
	behalf of the undersigned at the annual and special meeting
	of shareholders of the Corporation to be held at the Delta
	Bessborough, 601 Spadina Crescent East, Saskatoon, Saskatchewan,
	Canada on Thursday, the 9th day of May, 2002 (the
	Meeting) at 10:30 a.m., and at any
	adjournments thereof, and hereby revokes any proxy previously
	given by the undersigned.1. A shareholder has the right to appoint a person who
	need not be a shareholder, to represent him and to attend and
	act on his behalf at the Meeting, other than the nominees
	designated above, and may exercise such right by inserting the
	name of his nominee in the space provided above for that
	purpose.      2. The
	Shares represented by this proxy will be voted in accordance
	with any choice specified in this proxy. If no specification
	is made, the persons named above will vote such Shares for the
	election of the directors named in this proxy, for the
	appointment of Deloitte & Touche LLP as auditors of the
	Corporation, and for |  | the resolution approving the continuance of
	the Corporation under the Canada Business Corporations Actand certain other related matters.
	 3.If this proxy is not dated,
	it shall be deemed to be dated on the date on which this proxy
	was mailed by the Corporation.
	 Without limiting the general powers hereby conferred, the
	Shares represented by this proxy are to be:1. o VOTED
	FORthe election as directors of all nominees listed below
	(except as marked to the contrary below), or
	   o WITHHELD
	FROM VOTINGfor all nominees listed below.INSTRUCTIONS:To withhold authority to vote for any
	individual nominee, strike a line through the nominees
	name in the list below.
	F.J. Blesi       W.
	Fetzer III    M.
	Mogford      E.R. Stromberg
	D.J. Bourne     D.J.
	Howe       D.E.
	Phillips     J.G. Vicq
	W.J. Doyle     J.J.
	McCaig     P.J.
	Schoenhals  T.J. Wright2. Voted FORo, or AGAINSTo, or
	WITHHELD FROM VOTINGo
	on, the appointment of Deloitte & Touche LLP as
	auditors of the Corporation.3. Voted FORo, or AGAINSTo, or
	WITHHELD FROM VOTINGo
	on, the resolution approving the continuance of the Corporation
	under the Canada Business Corporations Actand certain
	other related matters.
	Dated
	the              day
	of              ,
	2002.
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	 Name of Shareholder (please print)
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	Signature of ShareholderPotash
	Corporation                               
	of Saskatchewan
	Inc.                             (Potash Logo)