Exhibit 99(a)




---



##### 










---



##### 



Table
    of Contents
  PageLetter to Shareholders


1Notice of Annual and Special Meeting of Shareholders


2Questions and Answers on Voting and Proxies


3Business of the Meeting


6Board of Directors


7Appointment of Auditors and Report of Audit Committee


22Adoption of 2009 Performance Option Plan


28Corporate Governance


32Compensation


37Ownership of Shares


69Directors and Officers Liability Insurance


70Voting Shares


70Shareholder Proposal


702010 Shareholder Proposals


70Additional Information


70Directors Approval


70Appendices


71Appendix A  Disclosure of Corporate Governance
    Practices


72Appendix B  Resolution of
    Shareholders  2009 Performance Option Plan


77Appendix C  2009 Performance Option Plan


78Appendix D  Shareholder Proposal


84Appendix E  Board of Directors Charter


87Appendix F  Audit Committee Charter


90




---



##### 





Potash Corporation of Saskatchewan Inc.
   February 20,
    2009
  Dear Shareholder:  nd
            Sincerely,-s- D. J. Howe

-s- W. J. DoyleD. J. HOWE

W. J. DOYLEBoard Chair

President and
    Chief Executive Officer   PCS Tower, Suite 500,
    122  1st Avenue South, Saskatoon, Saskatchewan Canada
    S7K 7G3
  LETTER TO SHAREHOLDERS

Page  1




---



##### 



Notice
    of Annual and Special Meeting of Shareholders    nd
    1.
    to receive the consolidated financial statements of the
    Corporation for the fiscal year ended December 31, 2008 and
    the report of the auditors thereon;2.
    to elect the Board of Directors for 2009;3.
    to appoint auditors for 2009;4.
    to consider and, if deemed appropriate, adopt, with or without
    variation, a resolution (the full text of which is reproduced in
    Appendix B to the accompanying Management Proxy Circular)
    authorizing the Corporation to implement a new performance
    option plan, which is attached as Appendix C to the
    accompanying Management Proxy Circular;5.
    to consider the shareholder proposal attached as Appendix D
    to the accompanying Management Proxy Circular; and6.
    to transact such other business as may properly come before the
    Meeting or any adjournments thereof.  th
  
  
  POTASH CORPORATION OF
    SASKATCHEWAN INC.
 SUITE 500, 122 
    1ST

    AVENUE SOUTH, SASKATOON, SK CANADA S7K 7G3
  NOTICE OF MEETING

Page  2




---



##### 





Questions and
    Answers on Voting 
    and Proxies  1.
    Who can I call if I have
    questions about the information contained in this Management
    Proxy Circular or require assistance in completing my proxy
    form?  1-866-425-8527,
  2.
    Who is soliciting my
    proxy?    3.
    On what am I voting?    (1)
    the election of directors;(2)
    the appointment of auditors;(3)
    a resolution authorizing the Corporation to implement a new
    performance option plan; and(4)
    consideration of the shareholder proposal attached as
    Appendix D.  FOR AGAINST
  4.
    Who is entitled to
    vote?        5.
    By when must I vote?    (1)
    If you are a Registered Shareholder planning to attend the
    Meeting and wish to vote your Shares in person at the Meeting,
    your vote will be taken and counted at the Meeting.(2)
    If you are a Registered Shareholder and voting using the proxy
    form, your proxy form should be received at the Toronto office
    of CIBC Mellon Trust Company by mail or facsimile prior to
    the commencement of the Meeting, or hand-delivered at the
    registration table on the day of the Meeting prior to the
    commencement of the Meeting.(3)
    If you are a Registered Shareholder and voting your proxy by
    telephone or Internet, your vote should be received by CIBC
    Mellon Trust Company no later than 11:00 p.m. (Saskatoon
    time) on Tuesday May 5, 2009.(4)
    If you are a Non-Registered (or beneficial) Shareholder and wish
    to attend the Meeting or vote by proxy, you should refer to
    Item 11.    6.
    How do I vote if I am a
    Registered Shareholder?      (1)
    By Proxy    (a)
    By Telephone    QUESTIONS AND ANSWERS ON VOTING AND PROXIES

Page  3




---



##### 



(b)
    On the Internet        (c)
    By Mail    (d)
    By Fax      (2)
    By Attending the Meeting in Person    7.
    What if I sign the proxy form as
    described in this Management Proxy Circular?    must be in writing
  8.
    Can I appoint someone other than
    these people to vote my Shares?  You have the right to appoint some other person of your
    choice, who need not be a shareholder, to attend and act on your
    behalf at  the Meeting.
  You cannot appoint a person to vote your Shares other than
    our directors or officers whose printed names appear on the
    proxy form if you decide to vote by telephone or Internet
  It is important to ensure that any other person you appoint
    is attending the Meeting and is aware that his or her
    appointment has been made to vote your Shares.
  9.
    How will my Shares be voted if I
    vote by proxy?  FOR FOR FOR AGAINST FOR
  10.
    If I change my mind, can I take
    back my proxy once I have given it?  st
  QUESTIONS AND ANSWERS ON VOTING AND PROXIES

Page  4




---



##### 



11.
    How do I vote if I am a
    Non-Registered (or beneficial) Shareholder?        (1)
    By Providing Voting Instructions to Your Nominee        (2)
    By Attending the Meeting in Person      12.
    What if amendments are made to
    these matters or if other matters are brought before the
    Meeting?  The person named in the proxy form has discretionary
    authority with respect to amendments or variations to matters
    identified in the Notice of the Meeting and to other matters
    which may properly come before the Meeting.
    13.
    How will the votes be
    counted?    14.
    How can I contact the transfer
    agent?      
    1-800-387-0825
      1-416-643-5501
    (all countries)      Except as otherwise stated, the
    information contained herein is given as of February 20,
    2009.
 Unless otherwise specified, all
    dollar amounts are expressed in United States dollars.
 Share and per-share data (as
    applicable) have been adjusted to reflect previous stock splits,
    including our three-for-one stock split in May 2007.
  QUESTIONS AND ANSWERS ON VOTING AND PROXIES

Page  5




---



##### 



Business of the
    Meeting  Financial
    Statements
  Form 10-K
  Nominees
    for Election to the Board of Directors
       Appointment
    of Auditors
       Adoption
    of 2009 Performance Option Plan
       Shareholder
    Proposal
       MANAGEMENT PROXY
    CIRCULAR ï Business
    of the Meeting

Page  6




---



##### 



Board of Directors 
    The Corporation was recognized in 2008 for its governance and
    disclosure practices by virtue of a first place finish in the
    2008 Board Games rankings prepared by the Globe and Mail and the
    receipt of the 2008 Governance Gavel Award from the Canadian
    Coalition for Good Governance regarding its director
    disclosure.
    PotashCorps Chair, Dallas Howe, was recognized in early
    2009 by the Institute of Corporate Directors with an ICD
    Fellowship Award for his leadership in Board Governance.   Nominees
     Christopher M. Burley*

Keith G. MartellWilliam J. Doyle

Jeffrey J. McCaigJohn W. Estey

Mary MogfordC. Steven Hoffman

Paul J. SchoenhalsDallas J. Howe

E. Robert StrombergAlice D. Laberge

Elena Viyella de Paliza   The Corporate Governance and Nominating Committee is of the
    view that these directors represent an appropriate mix of
    expertise and qualities required for the Board.
  *
    New director nominee.   Independent
    Board
      Executive
    Sessions
     Meeting
    Attendance
      Retirement
      Director
    Compensation
        At
    Risk Investment
   and/or 1 2
        MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  7




---



##### 



Nominees
    for Election to the Board of Directors
           CHRISTOPHER M. BURLEY
 Age: 47
 Calgary, Alberta, Canada
   Independent(1)
 Mr. Burley recently retired as
    Managing Director and Vice Chairman Energy of Merrill Lynch
    Canada Inc., an investment banking firm, after more than
    21 years in the investment banking business. He is a
    graduate of the Institute of Corporate Directors Education
    Program.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Finance

February
    2009(3):

    $839,600Investment BankingGovernance
   Board Committee Membership:

Board & Committee
    Attendance(4):n/a

n/a
    WILLIAM J. DOYLE
 Age: 58
 Winnetka, Illinois, USA
 Director since 1989
   Non-independent(1)
 Mr. Doyle is President and
    Chief Executive Officer of the Corporation. He joined PotashCorp
    as President of PCS Sales in 1987, after a career with
    International Minerals and Chemical Corporation. He is Chairman
    of Canpotex Limited, on the boards of The Fertilizer Institute
    and International Plant Nutrition Institute, as well as a member
    of the Executive Management group of the International
    Fertilizer Industry Association. Mr. Doyle is a graduate of
    Georgetown University in Washington, DC and is a member of its
    Board of Directors.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Fertilizer/Mining/Chemical Industry

February
    2009(3):

    $40,419,507Global Agriculture/International CommerceGlobal Senior Executive Management
   Board Committee Membership:

Board & Committee
    Attendance(4):none

100%
   MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  8




---



##### 



JOHN W. ESTEY
 Age: 58
    Glenview, Illinois, USA
    Director since 2003
   Independent(1)
 Mr. Estey is President and
    Chief Executive Officer of S&C Electric Company. He is a
    member of the Board of Governors of the National Electrical
    Manufacturers Association, a director of the Executives
    Club of Chicago, a member of the Deans Advisory Board at
    the Kellogg School of Management at Northwestern University and
    a member of the Board of Trustees of the Adler Planetarium.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Global/International Commerce

February
    2009(3):

    $2,453,387Business ManagementCompensation
   Board Committee Membership:

Board & Committee
    Attendance(4):Compensation (chair)

100%Safety, Health and Environment
 C. STEVEN HOFFMAN
 Age: 60
    Lincolnshire, Illinois, USA
    Director since 2008
   Independent(1)
 Mr. Hoffman is an export
    consultant and a former senior executive of IMC Global Inc. With
    over 22 years of global fertilizer sales and marketing
    management experience, he retired as Senior Vice President and
    President Sales and Marketing of IMC Global upon completion of
    the IMC Global and Cargill Fertilizer merger, creating the
    Mosaic Company. He is a former Chairman and President of the
    Phosphate Chemicals Export Association, Inc.
    (PhosChem) and a former Chairman of Canpotex Limited.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Fertilizer/Mining/Chemical Industry

February
    2009(3):

    $244,328Global Agriculture/International CommerceBusiness Management
   Board Committee Membership:

Board & Committee
    Attendance(4):Audit

100%Safety, Health and Environment
 DALLAS J. HOWE
 Age: 64
    Calgary, Alberta, Canada
    Director since 1991
   Independent(1)
 Mr. Howe is owner and Chief
    Executive Officer of DSTC Ltd., a technology investment company,
    and a director of Advanced Data Systems Ltd. and Viterra
    (formerly Saskatchewan Wheat Pool). A director of Potash
    Corporation of Saskatchewan, the Crown corporation, from 1982 to
    1989, he joined the Corporations Board in 1991 and was
    elected Chair in 2003.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Agriculture

February
    2009(3):

    $8,918,611e-Commerce/TechnologyGovernance
   Board Committee Membership:

Board & Committee
    Attendance(4):Board Chair

100%Corporate Governance and Nominating
 ALICE D. LABERGE
 Age: 52
 Vancouver, British
    Columbia, Canada
    Director since 2003
   Independent(1)
 Ms. Laberge is a Corporate
    Director and the former President and Chief Executive Officer of
    Fincentric Corporation, a global provider of software solutions
    to financial institutions. She was previously Senior Vice
    President and Chief Financial Officer of MacMillan Bloedel
    Limited and is a director of the Royal Bank of Canada, Russel
    Metals Inc., the United Way of the Lower Mainland and St.
    Pauls Hospital Foundation in Vancouver. She is a trustee
    of the Healthcare Benefit Trust and a member of the Faculty
    Advisory Board, Sauder School of Business, University of British
    Columbia.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):e-Commerce/Technology

February
    2009(3):

    $1,843,317FinanceAccounting
  Board Committee Membership:

Board & Committee
    Attendance(4):Audit (chair)

100%Corporate Governance and Nominating
   MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  9




---



##### 



KEITH G. MARTELL
 Age: 46
    Saskatoon, Saskatchewan, Canada
    Director since 2007
   Independent(1)
 Mr. Martell is Executive
    Chairman of First Nations Bank of Canada. He is a director of
    the Public Sector Pension Investment Board of Canada, The North
    West Company Inc. and Saskatoon Friendship Inn. He is a trustee
    of The North West Company Fund and Primrose Lake Trust.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Finance/Accounting

February
    2009(3):

    $215,649First NationsBusiness Management
   Board Committee Membership:

Board & Committee
    Attendance(4):Audit

100%Compensation
 JEFFREY J. MCCAIG
 Age: 57
    Calgary, Alberta, Canada
    Director since 2001
   Independent(1)
 Mr. McCaig is Chairman and
    Chief Executive Officer of the Trimac Group of Companies, a
    North American provider of bulk trucking and third-party
    logistics services. Prior to that, he practiced law,
    specializing in corporate financing and securities. He is a
    director of Orbus Pharma Inc., The Standard Life Assurance
    Company of Canada and a director and co-owner of the Calgary
    Flames Hockey Club.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Transportation Industry

February
    2009(3):

    $2,661,563LegalBusiness Management
   Board Committee Membership:

Board & Committee
    Attendance(4):Audit

100%Compensation
 MARY MOGFORD
 Age: 64
    Newcastle, Ontario, Canada
    Director since 2001
   Independent(1)
 Ms. Mogford is a Corporate
    Director and a former Ontario Deputy Minister of Finance and
    Deputy Minister of Natural Resources. She is a director of MDS
    Inc. and the SickKids Foundation. She is a Fellow of the
    Institute of Corporate Directors (ICD) and an accredited
    director under the ICD/Rotman School of Business Directors
    Education Program.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Finance

February
    2009(3):

    $3,138,766Public PolicyGovernance
   Board Committee Membership:

Board & Committee
    Attendance(4):Corporate Governance and Nominating (chair)

96%Audit
 PAUL J. SCHOENHALS
 Age: 67
    Calgary, Alberta, Canada
    Director since 1992
   Independent(1)
 Mr. Schoenhals is a retired
    President and Chief Executive Officer of Enform, a petroleum
    industry safety and training service. He is a former Member of
    the Legislative Assembly and Cabinet Minister in Saskatchewan
    and was Chairman of Potash Corporation of Saskatchewan, the
    Crown corporation, from 1987 to 1989.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Public Policy

February
    2009(3):

    $1,969,695Business Management
   Board Committee Membership:

Board & Committee
    Attendance(4):Safety, Health and Environment (chair)

85%Compensation
   MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  10




---



##### 



E. ROBERT STROMBERG,
    Q.C.
 Age: 67
    Jackfish Lake, Saskatchewan,
    Canada
    Director since 1991
   Non-independent(1)
 Mr. Stromberg was formerly
    associated with the Saskatchewan law firm Robertson Stromberg
    Pedersen. He is a director of NorSask Forest Products Inc. and
    Hitachi Canadian Industries Ltd. and holds the rank of Honorary
    Lieutenant-Colonel of the North Saskatchewan Regiment.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Global/International Commerce

February
    2009(3):

    $4,250,546Legal
   Board Committee Membership:

Board & Committee
    Attendance(4):Safety, Health and Environment

100%
   Mr. Stromberg is not
    considered independent because of a business relationship in a
    company in which Mr. Strombergs sons are associated
    but in which Mr. Stromberg has no interest. This
    relationship is described in greater detail below.
 ELENA VIYELLA DE
    PALIZA
 Age: 54
    Dominican Republic
    Director since 2003
   Non-independent(1)
 Ms. Viyella de Paliza is
    President of Inter-Quimica, S.A., a chemicals importer and
    distributor, Monte Rio Power Corp. and Indescorp, S.A. She is a
    member of the board of the
    Inter-American
    Dialogue and past president of the Dominican Business Council,
    the Dominican Stock Exchange, Dominican Manufacturers
    Association and the National Agribusiness Board.
  Principal Areas of Expertise/Experience:

Value of At-Risk
    Holdings(2):Fertilizer Industry

February
    2009(3):

    $2,079,722Finance/Business ManagementGlobal/International Commerce
   Board Committee Membership:

Board & Committee
    Attendance(4):Safety, Health and Environment

100%
  Ms. Paliza is not
    considered independent because of a business relationship in a
    company in which Ms. Palizas father and brother are
    interested parties but in which Ms. Paliza has no interest.
    This relationship is described in greater detail
    below.
     (1)
    See Director Independence and Other Relationships.(2)
    See At Risk Investments and Year Over Year Changes
    for additional detail.(3)
    Based on the closing price per Share on the New York Stock
    Exchange of $83.96 on February 20, 2009.(4)
    See Attendance of Directors for additional detail.
    MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  11




---



##### 



Board
    Tenure(Director
    Nominees)
  as at February 20,
    2009
  
  Director
    Independence and Other Relationships
  Independence Status of Directors/Director NomineesNot


Reason forName

Management


Independent


Independent


Non-independent StatusChristopher M. Burley






xWilliam J. Doyle


xJohn W. Estey






xWade Fetzer III






xC. Steven Hoffman






xDallas J. Howe






xAlice D. Laberge






xKeith G. Martell






xJeffrey J. McCaig






xMary Mogford






xPaul J. Schoenhals






xE. Robert Stromberg










x



family business relationshipElena Viyella de Paliza










x



family business relationship   MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  12




---



##### 



58-101 58-101),
  Regulation S-K
    a)
    A Director will not be considered independent if, currently or
    within the preceding three years, as applicable:  i)
    the Director is, or was, an employee or executive officer of the
    Corporation, including any affiliated entity of the Corporation;ii)
    an immediate family member of the Director is, or was, an
    executive officer of the Corporation, including any affiliated
    entity of the Corporation;iii)
    the Director is, or was, a partner of, employed by or affiliated
    with any of the Corporations present or former internal or
    external auditors;iv)
    an immediate family member of the Director is, or was, a partner
    of any of the Corporations present or former internal or
    external auditors;v)
    an immediate family member of the Director is an employee of the
    Corporations internal or external auditors and
    participates in its audit, assurance or tax compliance (but not
    tax planning) practice, or is or was employed or affiliated with
    any of the Corporations present or former internal or
    external auditors and personally works or worked on the
    Corporations audit within such time; orvi)
    an executive officer of the Corporation serves or served on the
    compensation committee of an entity which, in turn, employs or
    employed either (a) the particular Director as an executive
    officer or (b) an immediate family member of such Director
    as an executive officer.  b)
    A Director will not be considered independent if the Director
    received any direct compensation, or an immediate family member
    of the Director received more than Cdn$75,000 in direct
    compensation, during any 12 month period within the past
    three fiscal years from the Corporation, other than director and
    committee fees and pension or other forms of deferred
    compensation for prior service (provided that such compensation
    is not contingent in any way on continued service).c)
    A Director will not be considered independent if the Director
    has any of the following commercial or charitable relationships:  (i)
    the Director currently serves as an executive officer or
    employee of, or any of his or her immediate family members
    currently serves as an executive officer of, another company
    that makes payments to, or receives payments from, the
    Corporation for property or services in an amount that, in any
    one of the three most recent fiscal years, exceeds the greater
    of (x) US$1,000,000 or (y) 2 percent of the
    annual consolidated gross revenues of the company for which such
    Director, or any of his or her immediate family members, serves
    as an executive officer (or as an employee in the case of the
    Director); or(ii)
    the Director currently serves as an officer, director or trustee
    of a charitable organization, and the Corporations
    discretionary charitable contributions to that organization (or
    in the case of a  MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  13




---



##### 



foundation, the foundation together with the organization or
    entity to which the foundation supports) exceeds the greater of
    (x) US$1,000,000 or (y) 2 percent of that
    organizations total annual consolidated gross revenues
    within any one of the three most recent fiscal years (provided
    that the Corporations matching of employee charitable
    contributions will not be included in the amount of the
    Corporations contributions for this purpose).  d)
    Where a relationship exists as a result of a Director who is a
    limited partner, a non-managing member or who occupies a similar
    position in an entity that does business with the Corporation,
    or who has a shareholding in such entity which is not
    significant, and who, in each case, has no active role in sales
    to, purchases from, or in providing services to the Corporation
    and derives no direct material benefit from same, such
    relationship shall be considered not to be material.        Regulation S-K
  Board/Director
    Assessment
  Annual
    Board Assessment by All Members of the Board
  follow-up
  MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  14




---



##### 



Annual
    Assessment of Each Committee by Members of That
    Committee
        Annual
    Assessment of the Board Chair by Members of the
    Board
    Annual
    Assessment of Each Committee Chair by Members of Each
    Committee
    Annual
    Assessment of Individual Directors
    Management
    Board Survey
  and/or
  MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  15




---



##### 



Attendance
    of Directors
    Type of Meeting Held

Number of MeetingsBoard of Directors


9Audit Committee (AUD)


9Compensation Committee (COMP)


6Corporate Governance and Nominating Committee (GOV)


5Safety, Health and Environment Committee (SHE)


5   Total Board/CommitteeDirector

Board meetings attended


Committee meetings attended


meetings attendedFrederick J.
    Blesi(1)

4 of 4


100
%

5 of 5 AUD


100%


12 of 12


100%3 of 3 GOV


100%William J.
    Doyle(2)

9 of 9


100
%







9 of 9


100%John W. Estey

9 of 9


100
%

6 of 6 COMP (Chair)


100%


20 of 20


100%5 of 5 SHE


100%Wade Fetzer III

9 of 9


100
%

6 of 6 COMP


100%


20 of 20


100%5 of 5 GOV


100%C. Steven
    Hoffman(3)

5 of 5


100
%

4 of 4 AUD


100%


11 of 11


100%2 of 2 SHE


100%Dallas J.
    Howe(4)

9 of 9 (Chair)


100
%

5 of 5 GOV


100%


14 of 14


100%Alice D.
    Laberge(5)

9 of 9


100
%

9 of 9 AUD (Chair)


100%


23 of 23


100%2 of 2 GOV


100%3 of 3 SHE


100%Keith G.
    Martell(6)

9 of 9


100
%

9 of 9 AUD


100%


21 of 21


100%3 of 3 COMP


100%Jeffrey J. McCaig

9 of 9


100
%

9 of 9 AUD


100%


24 of 24


100%6 of 6 COMP


100%Mary Mogford

8 of 9


89
%

9 of 9 AUD


100%


22 of 23


96%5 of 5 GOV (Chair)


100%Paul J. Schoenhals

7 of 9


78
%

5 of 6 COMP


83%


17 of 20


85%5 of 5 SHE (Chair)


100%E. Robert Stromberg,
    Q.C.(7)

9 of 9


100
%

1 of 1 GOV


100%


15 of 15


100%5 of 5 SHE


100%Elena Viyella de Paliza

9 of 9


100
%

5 of 5 SHE


100%


14 of 14


100%Aggregate Attendance

105 of 108


98
%

45 of 45 AUD


100%


222 of 226


98%21 of 21 GOV


100%26 of 27 COMP


96%25 of 25 SHE


100%   (1)
    Served as a member of the Board and a member of the Audit
    Committee and Corporate Governance Committee until his
    retirement from the Board on May 8, 2008.(2)
    At the invitation of applicable committees, Mr. Doyle
    attended all or a portion of many of the committee meetings held
    in 2008.(3)
    Appointed a member of the Board and a member of the Audit
    Committee and Safety, Health & Environment Committee
    on May 8, 2008.(4)
    In addition to the committees of which he is a member,
    Mr. Howe, as Board Chair, regularly attends other committee
    meetings as well. Mr. Howe attended all of the 19 committee
    meetings held in 2008.(5)
    Served as a member of the Safety, Health and Environment
    Committee until May 8, 2008.(6)
    Appointed a member of the Compensation Committee on May 8,
    2008.(7)
    Served as a member of the Corporate Governance Committee until
    February, 2008.    MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  16




---



##### 



Director
    Compensation
  2008 Director
    Compensation Package
    Cash
    Compensation
      Stock-Based
    Compensation
            MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  17




---



##### 



Stock
    Ownership Guidelines
  and/or 1 2
  Other
    Benefits
    in accordance with
    Item 402(k) of
    Regulation S-K.
   2008 Director
    Compensation(1)
 (see explanatory notes)
  Change inPensionFees Earned











Value andor








Non-Equity


NonqualifiedPaid in








Incentive Plan


Deferred


All OtherCash


Stock Awards


Option Awards


Compensation


Compensation


Compensation


TotalName


($)(2)


($)(2)(3)(4)


($)(5)


($)


Earnings


($)(6)


($)(a)


(b)


(c)


(d)


(e)


(f)


(g)


(h)Frederick J. Blesi*



10,500




1,234,677



















62




1,245,239William J.
    Doyle(7)

































John W. Estey



161,000




(1,560,537)



















2,482




(1,397,055)Wade Fetzer III



145,500




(750,438)



















2,510




(602,428)C. Steven Hoffman**



22,616




51,931



















2,401




76,948Dallas J. Howe



320,000




(2,571,041)



















3,633




(2,247,408)Alice D. Laberge



116,000




(1,060,635)



















4,461




(940,174)Keith G. Martell



15,500




21,339



















6,214




43,053Jeffrey J. McCaig



16,000




(1,645,322)



















2,762




(1,626,560)Mary Mogford



19,000




(1,556,158)



















4,628




(1,532,530)Paul J. Schoenhals



155,500




(1,304,493)



















2,850




(1,146,143)E. Robert Stromberg, Q.C.



146,000




(1,180,649)



















4,852




(1,029,797)Elena Viyella de Paliza



149,000




(1,037,300)



















3,341




(884,959)   *
    Retired from the Board on May 8, 2008.**
    Elected to the Board on May 8, 2008.  (1)
    Those amounts that 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)
    The following table sets forth each directors annual
    retainer, meeting and other fees for fiscal year 2008 that were
    received in the form of cash or deferred to Deferred Share Units.   MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  18




---



##### 



Remuneration
    of Directors
 For the Fiscal Year Ended December 31, 2008
  CommitteeMeeting and





Percentage ofAnnual Retainer


Other Fees





TotalRemunerationDeferred





Total


in DeferredCash


Share Units


Cash


Remuneration


Share UnitsName


($)


($)


($)


($)


(%)Frederick J. Blesi








49,231




10,500




59,731




82.42William J. Doyle























John W. Estey



150,000









11,000




161,000




Wade Fetzer III



135,000









10,500




145,500




C. Steven Hoffman



13,615




77,154




9,000




99,769




77.33Dallas J. Howe



320,000














320,000




Alice D. Laberge



97,500




52,500




18,500




168,500




31.16Keith G. Martell








140,000




15,500




155,500




90.03Jeffrey J. McCaig








140,000




16,000




156,000




88.76Mary Mogford








150,000




19,000




169,000




88.76Paul J. Schoenhals



145,000









10,500




155,500




E. Robert Stromberg, Q.C.



135,000









11,000




146,000




Elena Viyella de Paliza



135,000









14,000




149,000




Total



1,131,115




608,885




145,500




1,885,500




32.29   (3)

    Reports the amounts recognized for fiscal year 2008 US GAAP
    financial statement reporting purposes in accordance with
    FAS 123R for Deferred Share Units received pursuant to the
    Plan. Deferred Share Units are settled in cash upon a
    directors retirement and, therefore, are considered a
    liability award under FAS 123R. As such, we recognize
    amounts attributable to (1) the annual increase or decrease
    in the value of outstanding Deferred Share Units received prior
    to 2008, which value is based on the annual increase or decrease
    in the market price of our Shares as measured on the last
    trading day of each year, and (2) the value of Deferred
    Share Units received in 2008, which value is based on the market
    price of our Shares on the last trading day of the year.  The amounts set forth in column (c) above reflect amounts
    recognized for the 2008 decline in the value of outstanding
    Deferred Share Units received prior to 2008, based on the 2008
    decline in the price of our Shares on the NYSE from $143.96 to
    $73.22. The amounts set forth in column (c) also reflect
    amounts recognized for the value of Deferred Share Units
    received in 2008, which value is based on $73.22, the price of
    our Shares on the NYSE on the last trading day of 2008. Each
    outside director was permitted to defer, in the form of Deferred
    Share Units, up to 100% of the annual retainer fees payable to
    such director in respect of serving as a director, which we
    would otherwise have paid in cash. See Remuneration of
    Directors in footnote (2) above. The number of
    Deferred Share Units that each director received, in lieu of
    cash, was determined by the closing price of our Shares on the
    last trading day of the quarter in which such fees were earned
    (using the closing price on the TSX for residents of Canada and
    the closing price on the NYSE for all other participants)
    (Cdn$159.50 and $155.21 for the quarter ended March 31,
    2008, Cdn$236.57 and $228.57 for the quarter ended June 30,
    2008, Cdn$137.97 and $132.01 for the quarter ended
    September 30, 2008 and Cdn$89.54 and $73.22 for the quarter
    ended December 31, 2008).The following table sets forth the amounts recognized for fiscal
    year 2008 US GAAP financial statement reporting purposes that
    are attributable to (a) the decline in the value of
    Deferred Share Units received prior to, and during, 2008,
    (b) the value of Deferred Share Units received in 2008 for
    the deferral of the annual retainer and (c) the value of
    dividends received in 2008 in the form of Deferred Share Units.  C.




















E. Robert


ElenaFrederick J.


John W


Wade


Steven


Dallas J.


Alice D.


Keith G.


Jeffrey J


Mary


Paul J.


Stromberg,


ViyellaBlesi(a)


Estey


Fetzer III


Hoffman


Howe


Laberge


Martell


McCaig


Mogford


Schoenhals


Q.C.


de Paliza($)


($)


($)


($)


($)


($)


($)


($)


($)


($)


($)


($)Appreciation (Decline in Value)


1,180,830


(1,569,397)


(754,699)


25,243


(2,585,638)


(1,118,776)


(119,124)


(1,795,247)


(1,715,619)


(1,311,899)


(1,187,352)


(1,043,189)Deferred Fees


49,231








77,136





52,500


140,000


140,000


150,000








Dividends


4,616


8,860


4,261


38


14,597


6,241


463


9,925


9,461


7,406


6,703


5,889Total


1,234,677


(1,560,537)


(750,438)


51,931


(2,571,041)


(1,060,635)


21,339


(1,645,322)


(1,556,158)


(1,304,493)


(1,180,649)


(1,037,300)   (a)

    Mr. Blesi, who served since 2001, retired from the Board on
    May 8, 2008. Mr. Blesi received the payout value of
    his 23,274 Deferred Share Units in cash on August 6, 2008
    in accordance with the Plan. Pursuant to the Plan, the payout
    value of each of Mr. Blesis Deferred Share Units was
    equal to $195.06, which represents the average closing price of
    our Shares on the NYSE for the ten trading days prior to
    August 7, 2008, the tenth trading day following the release
    of our quarterly results immediately following
    Mr. Blesis retirement.  (4)

    As of December 31, 2008, the total number of all Deferred
    Share Units held by each outside director is as follows:
    Mr. Blesi, 0; Mr. Estey, 22,196; Mr. Fetzer,
    10,674; Mr. Hoffman, 709; Mr. Howe, 36,568;
    Ms. Laberge, 15,936; Mr. Martell, 1,966;
    Mr. McCaig, 25,671; Ms. Mogford, 24,565;
    Mr. Schoenhals, 18,554; Mr. Stromberg, 16,792; and
    Ms. Viyella de Paliza, 14,754.  MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  19




---



##### 



February 11,

March 31,

May 8,

June 30,

August 8,

September 30,

November 10,

December 31,2008

2008

2008

2008

2008

2008

2008

2008Name


(Dividend)

(Deferred Fees)

(Dividend)

(Deferred Fees)

(Dividend)

(Deferred Fees)

(Dividend)

(Deferred Fees)Frederick J. Blesi


$2,296

$35,000

$2,320

$14,231







(15.93 units)

(225.50 units)

(11.66 units)

(62.26 units)







John W. Estey


$2,213



$2,214



$2,216



$2,217

(15.36 units)



(11.13 units)



(12.92 units)



(27.16 units)

Wade Fetzer III


$1,064



$1,065



$1,065



$1,066

(7.39 units)



(5.35 units)



(6.21 units)



(13.06 units)

C. Steven Hoffman








$17,636

$7.72

$29,750

$30.26

$29,750





(77.15 units)

(0.05 units)

(225.36 units)

(0.37 units)

(406.31 units)Dallas J. Howe


$3,646



$3,648



$3,650



$3,652

(26.09 units)



(18.33 units)



(20.05 units)



(44.91 units)

Alice D. Laberge


$1,547

$13,125

$1,557

$13,125

$1,563

$13,125

$1,574

$13,125(11.07 units)

(82.21 units)

(7.82 units)

(55.45 units)

(8.59 units)

(100.30 units)

(19.35 units)

(178.57 units)Keith G. Martell


$85

$35,000

$107

$35,000

$122

$35,000

$178

$35,000(0.61 units)

(219.24 units)

(0.54 units)

(147.86 units)

(0.67 units)

(267.48 units)

(1.83 units)

(476.18 units)Jeffrey J. McCaig


$2,449

$35,000

$2,472

$35,000

$2,488

$35,000

$2,516

$35,000(17.52 units)

(219.24 units)

(12.42 units)

(147.86 units)

(13.67 units)

(267.48 units)

(30.94 units)

(476.18 units)Mary Mogford


$2,330

$37,500

$2,356

$37,500

$2,373

$37,500

$2,877

$37,500(16.68 units)

(234.90 units)

(11.83 units)

(158.42 units)

(13.03 units)

(286.58 units)

(29.54 units)

(510.19 units)Paul J. Schoenhals


$1,850



$1,851



$1,852



$1,853

(13.24 units)



(9.30 units)



(10.17 units)



(22.78 units)

E. Robert Stromberg, Q.C.


$1,674



$1,705



$1,685



$2,009

(11.98 units)



(8.42 units)



(9.21 units)



(20.62 units)

Elena Viyella de Paliza


$1,471



$1,472



$1,473



$1,474

(10.21 units)



(7.40 units)



(8.59 units)



(18.05 units)

   (5)

    As of December 31, 2008, the following directors held
    outstanding options: Mr. Blesi, 15,500; Mr. Fetzer,
    9,000; Mr. Howe, 61,200; Mr. McCaig, 78,000;
    Ms. Mogford, 18,000; and Mr. Stromberg, 39,600. The
    following table provides information relating to outstanding
    stock options held by each of our outside directors as of
    December 31, 2008 and stock option exercises by each of our
    outside directors during 2008.  Number of Shares



Value RealizedNumber of Securities











Acquired on



Upon ExerciseUnderlying











Exercise of



of StockUnexercised Options



Option



Option



Stock Options



Options DuringName


Exercisable(a)



Exercise Price



Expiration Date



During
    2008(b)



2008(c)Frederick J. Blesi



6,500



$
10.50




11/20/2011









9,000



$
11.00




11/20/2012Wade Fetzer III



9,000



$
11.00




11/20/2012









21,600



Cdn$
10.70




11/09/2009Dallas J. Howe



21,600



Cdn$
15.88




11/21/2010




18,000




3,591,7359,000



Cdn$
16.65




11/20/20119,000



Cdn$
17.44




11/20/201260,000



Cdn$
16.36




1/23/2011Jeffrey J. McCaig



9,000



Cdn$
16.65




11/20/2011









9,000



Cdn$
17.44




11/20/2012Mary Mogford



9,000



Cdn$
16.65




11/20/2011









9,000



Cdn$
17.44




11/20/201221,600



Cdn$
15.88




11/21/2010E. Robert Stromberg, Q.C.



9,000



Cdn$
16.65




11/20/2011









9,000



Cdn$
17.44




11/20/2012   (a)
    As of December 31, 2008, the aggregate value of unexercised
    options that are currently exercisable held by each outside
    director was as follows: Mr. Blesi, $967,660;
    Mr. Fetzer, $559,980; Mr. Howe, $4,309,727;
    Mr. McCaig, $5,337,560; Ms. Mogford, $1,222,856; and
    Mr. Stromberg, $2,713,866. The aggregate value of
    unexercised options held by Mr. Howe, Mr. McCaig,
    Ms. Mogford and Mr. Stromberg was converted to U.S.
    dollars using the average Canadian exchange rate of 1.0671 for
    fiscal year 2008.(b)
    The number of Shares retained by each director following
    exercise of the stock options is as follows: Mr. Howe,
    18,000.(c)
    The value realized upon exercise was converted to U.S. dollars
    using the average Canadian exchange rate of 1.0671 for fiscal
    year 2008.  (6)
    Reports the cost of tax
    gross-ups
    for taxable benefits and life insurance premiums paid for the
    benefit of each director.(7)
    As CEO, any compensation Mr. Doyle receives is disclosed in
    the Summary Compensation Table for Named Executive Officers. See
    Executive Compensation  Summary Compensation
    Table.  MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  20




---



##### 



At
    Risk Investment and Year Over Year Changes
    Value ofCommonTotal At Risk


Shares/DSUs





Equity at


SharesCommon


Value of


Needed to





Risk


Deemed toShares


Common


Meet 2009





Multiple


beCommon





and


Shares and


Ownership


Ownership


of 2009


BeneficiallyDirector




Shares


DSUs


DSUs


DSUs


Guideline


Guideline


Annual


OwnedSince


Year

(#)


(#)(1)


(#)


($)(2)


($)


Compliance(3)


Retainer


(#)(4)(5)Christopher M. Burley





2009


10,000



n/a



10,000



839,600



675,000



Yes



6.5



10,0002008


n/a



n/a



n/a



n/a















n/aChange


n/a



n/a



n/a



















n/aWilliam J.
    Doyle(6)


1989


2009


481,413







481,413



40,419,507



n/a



n/a



n/a



3,103,7312008


295,613







295,613



46,115,698















3,654,149Change


+185,800



n/a



+185,800



















-550,419John W. Estey


2003


2009


7,000



22,221



29,221



2,453,387



750,000



Yes



17.1



7,0002008


7,000



22,144



29,144



4,546,464















7,000Change






+77



+77



















Wade Fetzer III


2002


2009






10,686



10,686



897,170



675,000



Yes



7.0



9,0002008


30,000



10,649



40,649



6,341,244















39,000Change


-30,000



+37



-29,963



















-30,000Charles S. Hoffman


2008


2009


2,200



710



2,910



244,328



700,000



Yes



1.8



2,2002008






















(to be fully met







Change


+2,200



+710



+2,910











by May 8, 2013
)






+2,200Dallas J. Howe


1991


2009


69,615



36,610



106,225



8,918,611



1,600,000



Yes



29.2



130,8152008


51,615



36,484



88,099



13,743,444















130,815Change


+18,000



+126



+18,126



















Alice D. Laberge


2003


2009


6,000



15,955



21,955



1,843,317



750,000



Yes



12.9



6,0002008


6,000



15,484



21,484



3,351,504















6,000Change






+471



+471



















Keith G. Martell


2007


2009


600



1,968



2,568



215,649



700,000



Yes



1.6



6002008






852



852



132,912







(to be fully met







Change


+600



+1,116



+1,716











by May 3, 2012
)






+600Jeffrey M. McCaig


2001


2009


6,000



25,700



31,700



2,661,563



700,000



Yes



19.9



84,0002008


6,000



24,504



30,504



4,758,624















84,000Change






+1,196



+1,196



















Mary Mogford


2001


2009


12,791



24,593



37,384



3,138,766



750,000



Yes



21.9



30,7912008


12,660



23,320



35,980



5,612,880















30,660Change


+131



+1,273



+1,404



















+131Paul J. Schoenhals


1992


2009


4,885



18,575



23,460



1,969,695



725,000



Yes



14.2



4,8852008


4,885



18,511



23,396



3,649,776















4,885Change






+64



+64



















E. Robert Stromberg


1991


2009


33,812



16,811



50,623



4,250,546



675,000



Yes



33.0



73,4122008


33,790



16,754



50,544



7,884,933















73,390Change


+21



+57



+79



















+21Elena Viyella de Paliza


2003


2009


10,000



14,770



24,770



2,079,722



675,000



Yes



16.1



10,0002008


9,000



14,720



23,720



3,700,320















9,000Change


+1,000



+50



+1,050



















+1,000   (1)
    Deferred Share Units do not carry any voting rights. The number
    of Deferred Share Units held by each director has been rounded
    down to the nearest whole number.(2)
    Based on the closing price per Share on the NYSE of $156.00 on
    February 20, 2008 and $83.96 on February 20, 2009.(3)
    By the time a director has served on the Board for 5 years,
    he or she must own Shares and/or Deferred Share Units with a
    value at least five times the annual retainer paid to directors.
    One-half of the ownership threshold is required to be achieved
    within
    21/2
    years.(4)
    For 2009, the number of Shares indicated above as deemed to be
    beneficially owned by the nominated directors includes Shares
    purchasable by such directors within 60 days of
    February 20, 2009 through the exercise of options granted
    by the Corporation, as follows: William J. Doyle
    2,622,536 Shares; Wade Fetzer III 9,000 Shares;
    Dallas J. Howe 61,200 Shares; Jeffrey J. McCaig
    78,000 Shares; Mary Mogford 18,000 Shares; and E.
    Robert Stromberg 39,600 Shares. No stock options have been
    granted to the Corporations non-employee directors since
    November 2002.    (5)
    No Shares beneficially owned by any of the directors are pledged
    as security.(6)
    Includes 45,997 shares held in the William J. Doyle 2007
    Family Descendents Trust, 19,898 shares held in the
    William & Kathy Doyle Foundation, 216,381 shares
    held in the WJ Doyle Revocable Trust and 199,137 shares
    held in the Doyle Family LLC.  MANAGEMENT PROXY
    CIRCULAR ï Board
    of Directors

Page  21




---



##### 



Appointment of
    Auditors and
    Report of Audit Committee 
    All fees paid to the independent auditors for 2008 were
    approved in accordance with the Corporations pre-approval
    policy.
    In 2008 the committee was active in policy development and
    refinement, including reviews and modifications to our Risk
    Management Policy and Treasury policies.  Appointment
    of Auditors
    Pre-Approval
    Policy for External Auditor Services
    Members
    of the Audit Committee for 2008
  Alice D. Laberge
    (Chair)
    Frederick J. Blesi (until his retirement May 8, 2008)
    C. Steven Hoffman (from his appointment May 8, 2008)
    Keith G. Martell
    Jeffrey J. McCaig
    Mary Mogford
  Role
    of the Audit Committee
      Independent
    Audit Committee
    Financial
    Expertise and Financially Literate
      MANAGEMENT PROXY
    CIRCULAR ï Appointment
    of Auditors and Report of Audit Committee

Page  22




---



##### 



Appointment
    of Auditors
        Auditors
    Fees
    Year Ended December 31,2008


2007Audit Fees

$
2,501,000


$
2,263,000Audit Related Fees


224,000



314,000Tax Fees


26,000



33,000All Other Fees


11,000



0   Audit
    Fees
  Form 10-Q
  Audit-Related
    Fees
    Tax
    Fees
    All
    Other Fees
    Pre-Approval
    Policy for External Auditor Services
    MANAGEMENT PROXY
    CIRCULAR ï Appointment
    of Auditors and Report of Audit Committee

Page  23




---



##### 



(1)
    Audit and audit-related services  these are
    identified in the annual Audit Service Plan presented by the
    external auditor and require annual approval. The Audit
    Committee monitors the audit services engagement at least
    quarterly.(2)
    Pre-approved list of non-audit services  non-audit
    services which are reasonably likely to occur have been
    identified and receive general pre-approval of the Audit
    Committee, and as such do not require specific pre-approvals.
    The term of any general pre-approval is 12 months from
    approval unless otherwise specified. The Audit Committee
    annually reviews and pre-approves the services on this list.(3)
    Other proposed services  all proposed services not
    categorized above are brought forward on a
    case-by-case
    basis and specifically pre-approved by the Chair of the Audit
    Committee, to whom pre-approval authority has been delegated.  All fees paid to the independent auditors for 2008 were
    approved in accordance with the pre-approval policy.
  MANAGEMENT PROXY
    CIRCULAR ï Appointment
    of Auditors and Report of Audit Committee

Page  24




---



##### 



(A. LABERGE, CHAIR)

(S. HOFFMAN)

(K. MARTELL)

(J. MCCAIG)

(M. MOGFORD)A. Laberge, Chair

S. Hoffman

K. Martell

J. McCaig

M. Mogford   Report
    of the Audit Committee
  52-110 52-110),
  
  and/or 52-110.
              MANAGEMENT PROXY
    CIRCULAR ï Appointment
    of Auditors and Report of Audit Committee

Page  25




---



##### 



Sarbanes-Oxley Act of
    2002
  Form 10-K
    MANAGEMENT PROXY
    CIRCULAR ï Appointment
    of Auditors and Report of Audit Committee

Page  26




---



##### 




    the receipt, retention and treatment of complaints received by
    the Corporation regarding accounting, internal accounting
    controls or auditing matters; and
    the confidential, anonymous submission by employees of the
    Corporation of concerns regarding questionable accounting or
    auditing matters.      MANAGEMENT PROXY
    CIRCULAR ï Appointment
    of Auditors and Report of Audit Committee

Page  27




---



##### 



Adoption of 2009
    Performance Option Plan               th th
      MANAGEMENT PROXY
    CIRCULAR ï Adoption
    of 2009 Performance Option Plan

Page  28




---



##### 



(a)
    if the employment of an optionee as an officer or employee of
    the Corporation or a subsidiary terminates by reason of his or
    her death, or if an optionee who is a retiree pursuant to
    paragraph (b) below dies during the
    36-month
    period following retirement, the legal personal representatives
    of the optionee will be entitled to exercise any unexercised
    vested options, including such stock options that may vest after
    the date of death, during the period ending at the end of the
    twelfth calendar month following the calendar month in which the
    optionee dies, failing which exercise the stock options will
    terminate;(b)
    subject to the terms of paragraph (a) above, if the
    employment of an optionee as an officer or employee of the
    Corporation or a subsidiary terminates by reason of retirement
    in accordance with the then prevailing retirement policy of the
    Corporation or subsidiary, the optionee will be entitled to
    exercise any unexercised vested stock options, including such
    stock options that may vest after the date of retirement, during
    the period ending at the end of the
    36th month

    following the calendar month in which the optionee retires,
    failing which exercise the stock options will terminate;  (c)
    subject to the treatment of stock options in connection with a
    change of control (as described below), if the employment of an
    optionee as an officer or employee of the Corporation or a
    subsidiary terminates for any reason other than as provided in
    paragraphs (a) or (b) above, the optionee will be
    entitled to exercise any unexercised vested stock options, to
    the extent vested and exercisable at the date of such event,
    during the period ending at the end of the calendar month
    immediately following the calendar month in which the event
    occurs, failing which exercise the stock options will
    terminate; and  (d)
    each stock option is personal to the optionee and is not
    assignable, except (i) as provided in paragraph
    (a) above, and (ii) at the election of the Board, a
    stock option may be assignable to the spouse, children and
    grandchildren of the original optionee and to a trust,
    partnership or limited liability company, the entire beneficial
    interest of which is held by one or more of the foregoing.          MANAGEMENT PROXY
    CIRCULAR ï Adoption
    of 2009 Performance Option Plan

Page  29




---



##### 



UNLESS A PROXY SPECIFIES THAT THE SHARES IT REPRESENTS SHOULD
    BE VOTED AGAINST THE RESOLUTION TO APPROVE THE 2009 PERFORMANCE
    OPTION PLAN, THE PROXY-HOLDERS NAMED IN THE ACCOMPANYING
    FORM OF PROXY INTEND TO VOTE FOR THE RESOLUTION.
  Securities
    Authorized for Issuance Under Equity Compensation
    Plans
      MANAGEMENT PROXY
    CIRCULAR ï Adoption
    of 2009 Performance Option Plan

Page  30




---



##### 



Equity
    Compensation Plan Information
 (c) Number of Shares(a) Number of Shares

(b) Weighted-

remaining available forto be issued upon

average exercise

future issuance underexercise of

price of outstanding

equity compensationoutstanding options,

options, warrants

plans (excluding SharesPlan Category

warrants and rights

and rights

reflected in column (a))December 31, 2008Equity compensation plans approved by shareholders

12,849,356
    (1)

$33.26

0Equity compensation plans not approved by shareholders

n/a

n/a

n/aFebruary 20, 2009Equity compensation plans approved by shareholders

12,812,630
    (2)

$33.05

0Equity compensation plans not approved by shareholders

n/a

n/a

n/a
   (1)
    Of this amount, 2,683,864 options were outstanding pursuant to
    the 2005 Performance Option Plan, 2,659,800 options were
    outstanding pursuant to the 2006 Performance Option Plan,
    1,714,050 options were outstanding pursuant to the 2007
    Performance Option Plan, 485,500 options were outstanding
    pursuant to the 2008 Performance Option Plan, 5,048,242 options
    were outstanding pursuant to the Stock Option Plan 
    Officers and Employees and 257,900 options were outstanding
    pursuant to the Stock Option Plan  Directors.(2)
    Of this amount, 2,661,464 options were outstanding pursuant to
    the 2005 Performance Option Plan, 2,659,800 options were
    outstanding pursuant to the 2006 Performance Option Plan,
    1,714,050 options were outstanding pursuant to the 2007
    Performance Option Plan, 485,500 options were outstanding
    pursuant to the 2008 Performance Option Plan, 5,033,916 options
    were outstanding pursuant to the Stock Option Plan 
    Officers and Employees and 257,900 options were outstanding
    pursuant to the Stock Option Plan  Directors.  MANAGEMENT PROXY
    CIRCULAR ï Adoption
    of 2009 Performance Option Plan

Page  31




---



##### 



Corporate Governance  
    During 2008, the Corporate Governance and Nominating
    Committee (the CG&N Committee) continued its
    refinement of the Board evaluation process, including the
    addition of input from senior management into the Board
    effectiveness evaluations.
    The Corporation was recognized in 2008 for its governance and
    disclosure practices by virtue of a first place finish in the
    2008 Board Games rankings prepared by the Globe and Mail and the
    receipt of the 2008 Governance Gavel Award from the Canadian
    Coalition for Good Governance regarding its director
    disclosure.
    During 2008, the CG&N Committee also addressed the issue
    of whether to provide an advisory vote on executive compensation
    as per a number of proposals received by other companies
    regarding such votes. For the reasons set forth in the response
    to the Say on Pay shareholder proposal, attached as
    Appendix D, the CG&N Committee remains of the view
    that such advisory votes on executive compensation are not
    appropriate under the circumstances.  Statement
    of Corporate Governance Practices
      Members
    of the Corporate Governance and Nominating Committee for
    2008
  
  Role
    of the Corporate Governance and Nominating Committee
      Nominating
    Process
      Director
    Orientation and Continuing Education
    Ability
    of Shareholders to Communicate With the Board
      MANAGEMENT PROXY
    CIRCULAR ï Corporate
    Governance

Page  32




---



##### 



Statement
    of Corporate Governance Practices
      58-101 58-201
  Sarbanes-Oxley Act
    58-101, 58-101,
    MANAGEMENT PROXY
    CIRCULAR ï Corporate
    Governance

Page  33




---



##### 



(M. Mogrord, Chair)

(W. Fetzer)

(D. Howe)

(A. Laberge)M. Mogford, Chair

W. Fetzer III

D. Howe

A. Laberge   Corporate
    Governance and Nominating Committee Report
  General
  58-101,
  
  Disclosure
    Regarding Governance Procedures
    2008
    Governance Activities
        MANAGEMENT PROXY
    CIRCULAR ï Corporate
    Governance

Page  34




---



##### 



Disclosure
    Regarding Nominating Processes
  Canada Business Corporations Act
      
    fertilizer industry
    agriculture
    global agriculture
    global/international commerce
    transportation industry
    e-commerce/technology
    finance
    global senior executive management
    investment banking
    legal
    accounting
    mining industry
    chemical industry
    general business management
    public policy
    corporate governance
    compensation/human resources        MANAGEMENT PROXY
    CIRCULAR ï Corporate
    Governance

Page  35




---



##### 



Disclosure
    Regarding Director Orientation and Continuing
    Education
    (a)
    provide each new director with a baseline of knowledge about the
    Corporation that will serve as a basis for informed
    decision-making;(b)
    tailor the program for each new director to take into account
    his or her unique mix of skills, experience, education,
    knowledge and needs; and(c)
    deliver information over a period of time to minimize the
    likelihood of overload and maximize the lasting educational
    impact.  one-on-one
    (a)
    maintains a directors intranet site to facilitate the
    exchange of views and published information;(b)
    maintains a membership for each director in an organization
    dedicated to corporate governance and ongoing director education;(c)
    each year encourages and funds the attendance of each director
    at one seminar or conference of interest and relevance, and
    funds the attendance of each committee Chair at one additional
    seminar or conference. In all cases, approval for attendance is
    obtained, in advance, from the Board Chair;(d)
    encourages presentations by outside experts to the Board or
    committees on matters of particular import or emerging
    significance; and(e)
    at least annually, schedules a site visit in conjunction with a
    Board meeting.    Disclosure
    Regarding the Ability of Shareholders to Communicate With the
    Board of Directors
    c/o Corporate  st
  e-mail
        MANAGEMENT PROXY
    CIRCULAR ï Corporate
    Governance

Page  36




---



##### 



Compensation 
    Reinforcing the Corporations pay-for-performance
    philosophy, in 2008, the Compensation Committee was active in
    reviewing the design of a new Medium-Term Incentive Plan for the
    three-year performance period ending December 31, 2011 and
    transitioning to the DAXglobal Agribusiness Index as a benchmark
    for comparison.
    In November 2008, upon recommendation of the
    Compensation Committee, the Board approved a recoupment policy.
    Pursuant to the policy, the Board can, among other actions,
    require reimbursement of an executives incentive
    compensation or cancel an executives unvested performance
    option awards if it learns of misconduct by the executive that
    contributed to the Company having to restate all or a portion of
    its financial statements. In addition, the Committee recommended
    and the Board has implemented a new double-trigger change of
    control provision in the 2009 Performance Option Plan.  Members
    of the Compensation Committee for 2008
  
  Role
    of the Compensation Committee
      Compensation
    Committee Interlocks and Insider Participation
    Compensation
    Discussion and Analysis
      MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  37




---



##### 



(J. Estly, Chair)

(W. Felzer)

(K. Martell)

(J. McCaig)

(P. Schoenhals)J. Estey, Chair

W. Fetzer lll

K. Martell

J. McCaig

P. Schoenhals   Report
    of the Compensation Committee and
    Compensation Committee Responsibilities and Procedures
  Composition
    of the Compensation Committee
  58-101,
    Compensation
    Committee Responsibilities and Procedures
      1.
    Review and approve on an annual basis the corporate goals and
    objectives relevant to the compensation of our CEO. The
    Committee evaluates at least once a year the CEOs
    performance in light of established goals and objectives and,
    based on such evaluation, together with all other independent
    members of the Board, determines and approves the CEOs
    annual compensation, including, as appropriate, salary, bonus,
    incentive and equity compensation;2.
    Review and approve on an annual basis the evaluation process and
    compensation structure for our executive officers, including an
    annual Executive Salary Administration Program under which the
    parameters for salary adjustments (at the discretion of the CEO)
    for executive officers are established;3.
    Review and make recommendations to the Board with respect to the
    adoption, amendment and termination of our management
    incentive-compensation and equity-compensation plans, oversee
    their administration and discharge any duties imposed on the
    Committee by any of those plans;4.
    Assess the competitiveness and appropriateness of our policies
    relating to the compensation of the executive officers;5.
    Review managements long-range planning for executive
    development and succession, and develop a CEO succession plan;6.
    Approve the Committees annual report on executive
    compensation for inclusion in our proxy statement, in accordance
    with applicable rules and regulations, and review and approve,
    prior to publication, the compensation sections of the proxy
    statement;7.
    Review the general design and
    make-up of
    our broadly applicable benefit programs as to their general
    adequacy, competitiveness, internal equity and cost
    effectiveness;  MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  38




---



##### 



8.
    Annually review the performance of our pension plans;9.
    Review periodically executive officer transactions in our
    securities and approve such transactions as appropriate for
    their exemption from short-swing profit liability under
    Section 16(b) of the Exchange Act;10.
    Annually review and recommend to the Board a compensation
    package for our directors. In considering the director
    compensation package, the Committee may take into consideration
    the relative responsibilities of directors in serving on the
    Board and its various Committees. The Committee may request that
    management report to the Committee periodically on the status of
    the compensation package of the Board in relation to other
    similarly situated companies. Directors who are our employees
    shall not be compensated for their services as directors. The
    Committee shall review annually any stock ownership guidelines
    applicable to directors and shall recommend to the Board
    revisions to any such guidelines as appropriate; and11.
    Perform other review functions relating to management
    compensation and human resources policies as the Committee deems
    appropriate.    Compensation
    Committee Interlocks and Insider Participation
    Report
    of the Compensation Committee
    Form 10-K
    
  MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  39




---



##### 



Compensation
    Discussion and Analysis
  Executive
    Summary
                      MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  40




---



##### 



Compensation
    Structure and Policies
    Compensation
    Principles
  
    To emphasize performance-based compensation, for each position
    studied, we maintain total cash compensation levels (salary and
    annual short-term incentive targets) at the median
    (50th percentile)

    of the relevant group of comparable companies.
    We determine competitive and median levels of compensation with
    the assistance of independent compensation consultants that
    prepare, at least annually, analyses of external competitive
    compensation. Such analyses currently consist of (1) a
    group of publicly traded U.S. and Canadian companies with
    similar industry characteristics, revenues and market
    capitalization, which we refer to herein as the Comparator
    Group, and (2) additional executive compensation
    surveys of
    U.S.-based
    companies with similar industry and revenue size, which we refer
    to herein as the Additional Surveys. We refer to the
    Comparator Group and the Additional Surveys collectively as the
    Comparative Compensation Information. See
     Compensation Consultants and Comparator
    Groups.
    We provide the opportunity to achieve compensation above the
    median through medium-term and long-term incentive plans
    (performance units and stock options) if our performance exceeds
    the median performance of comparable companies. We design these
    plans, including our performance-based option plans, with
    measures (total shareholder return and internal performance
    measures historically linked with total shareholder return) that
    require company performance above the median, relative to other
    basic materials companies, to deliver total compensation above
    the median. For 2008 and the six preceding years, we used the
    total shareholder return of the DJUSBMI as a benchmark for
    determining the relative performance of our company. In 2009, we
    will begin to replace the DJUSBMI with the DAXglobal
    Agribusiness Index as a benchmark for determining relative
    performance.
    We establish the overall value of retirement and welfare
    benefits at approximately the median of comparable companies.  Elements
    of Executive Compensation
      MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  41




---



##### 



Our CEO Compensation

CEO Compensation of Comparator Group(PIE CHART)

(PIE CHART)Our NEO Compensation

NEO Compensation of Comparator Group(PIE CHART)

(PIE CHART)     MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  42




---



##### 



PerformanceCurrent Compensation

Form

Eligibility

PeriodBase salary   For executive officers, we set
    base salary targets at the median of the Comparative
    Compensation Information, adjusted to reflect individual
    performance and internal equity

Cash

All salaried employees

AnnualShort-term incentives
   We base awards on achievement of predetermined goals for corporate performance or a combination of corporate and operating group performance.
   We establish targets at the median of the Comparative Compensation Information.
   Individual awards may be adjusted (± 20%) to recognize individual performance, provided the total adjusted awards approximate the total awards at mid-point.
   We extended award eligibility to Canadian and U.S. hourly employees effective January 1, 2008.

Cash

All executives and most salaried staff and union and non-union
    hourly employees

1 yearMedium-term incentives
   As of January 1, 2006, we issued units at a price equal to the average closing price of our common stock for the last 30 trading days of 2005.
   Each award vests and is paid out at the end of the three-year performance period (December 31, 2008). One-half of the units vest based on our total shareholder return, or TSR, and one-half of the units vest based on our TSR relative to the DJUSBMIs TSR.
   The value at payout equals the number of vested units multiplied by the average closing price of our common stock for the last 30 trading days of 2008, subject to a maximum value per unit of three times the average closing price of our common stock for the last 30 trading days of 2005.

Performance
    Share Units

All executives and senior management (approximately 66
    individuals)

3 yearsLong-term incentives
   Options granted under our Performance Option Plans vest based on the amount by which our cash flow return on investment exceeds the weighted average cost of capital during the three-year performance period.
   The value of vested options is based on appreciation of our common stock during the ten-year option period.
   We made one option grant per year following shareholder approval of the Performance Option Plan at the annual meeting of shareholders. We have determined not to make off-cycle option grants during the year.
   The number of options that the Board grants annually is that number of options that will result in the appropriate total compensation for each management level as determined by reference to the Comparative Compensation Information. See Compensation Principles above.

Performance
    Options

All executives, senior management and other selected managers
    (approximately 258 individuals)

3 year vesting 10 year option term    MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  43




---



##### 



MeasurementPost-Retirement and Termination Compensation

Form

Eligibility

PeriodPension BenefitsCanadian Pension Plan   Benefits are based on the
    participants required contributions (up to 5.5% of
    earnings) and equivalent matching contributions by our company.

Cash

All Canadian salaried staff and certain union and non-union
    hourly employees

Pensionable service periodCanadian Supplemental Retirement Income Plan   Benefits are based on 2% of the
    average of the participants three highest years
    earnings multiplied by years of pensionable service, minus the
    benefit payable under the Canadian Pension Plan. Certain senior
    executives benefits are calculated differently. See
     Pension Benefits below.
       No benefits are payable if the
    participant is not at least age 55 at retirement; benefits
    are reduced if the participant is not at least age 62 at
    retirement.

Cash

Selected senior executives (23 individuals)

Pensionable service period to a maximum of 35 yearsU.S. Pension Plan   Benefits are based on 1.5% of the
    participants final average compensation, which is
    calculated using the highest paid 60 consecutive months of
    service out of the last 120 months, multiplied by years of
    service accrued after December 31, 1998. Participants with
    service accrued prior to January 1, 1999 under previous
    plans will have a portion of their benefit calculated pursuant
    to such plans. See  Pension Benefits
    below.
       Benefits are reduced if the participant
    is not at least age 65, or age 62 with 20 years
    of service, at termination.

Cash

All U.S. salaried and non-union hourly employees

Pensionable service period to a maximum of 35 yearsU.S. Supplemental Plan   Benefits are intended to provide
    participants with the same aggregate benefits they would have
    received under the U.S. Pension Plan had there been no legal
    limitations on those benefits.
       No benefits are payable if the
    participant is not at least age 55 at termination.

Cash

Eligible U.S. salaried and non-union hourly employees

Pensionable service period to a maximum of 35 yearsSeverance BenefitsChange in control severance benefits   Benefits are awarded in connection
    with termination within two years of a change of control.
       Termination includes 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 willful misconduct.

Cash, Insurance and Other Benefits

Selected senior executives (3 individuals)

Upon termination of employmentGeneral severance benefits   Benefits are awarded in connection
    with termination without cause.
       Benefits are generally based on two
    weeks of salary for each complete year of service, subject to a
    minimum of 4 weeks and a maximum of 52 weeks.

Cash

All salaried employees

Upon termination of employment     MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  44




---



##### 



Salary
  th
  Incentive
    Plan Compensation
        Policy
    on Recoupment of Unearned Compensation
    MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  45




---



##### 



Short-Term
    Incentive Plan
            2008



2007



2006Cash Flow Return Target



23.20%




14.86%




16.10%Actual Cash Flow
    Return(1)



45.85%




21.85%




14.37%Adjusted Cash Flow Return
    Ratio(2)



1.9766




1.4573




0.8924   (1)
    For a description of how cash flow return is calculated under
    the Short-Term Incentive Plan, see  Summary
    Compensation Table  Non-Equity Incentive Plan
    Compensation.(2)
    Due to rounding, dividing actual cash flow return by the cash
    flow return target may not result in the exact adjusted cash
    flow return ratio.    Medium-Term
    Incentive Plan
    MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  46




---



##### 



Vesting of MTIP unitsbased on our TSROpening Share Price


$
25.99Closing Share Price


$
64.936Dividends Paid/Share


$
0.90Total Shareholder Return



153.31%Vesting Percentage



150%  Vesting of MTIP unitsbased on relative TSRPotashCorp TSR



153.31%DJUSBMI TSR



−31.45%PotashCorp TSR  DJUSBMI TSR



184.76%Vesting Percentage



150%   Total Vesting Percentage 150%
        MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  47




---



##### 



Long-Term
    Incentives (Stock Options)
       Performance
    Option Plans
        10-year
  th th th
  MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  48




---



##### 



CFROI-WACC toAchieve Maximum



Actual



ActualVesting



CFROI-WACC(1)



Vesting Percentage2005 Performance Option Plan



2.50




8.29




100%2006 Performance Option Plan



2.50




16.50




100%   (1)

    For a description of how CFROI-WACC is calculated and for the
    full Performance Option Plan vesting schedule, see Grants
    of Plan-Based Awards  Option Awards.   Stock
    Option Plan  Officers and Employees
      Post-Retirement
    and Termination Compensation
  Pension
    Benefits
        MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  49




---



##### 



December 31,2008


2007Total Supplemental Plan Liability

$
25.6 million


$
23.1 million   Severance
    Benefits
    MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  50




---



##### 



Change
    in Control Agreements
      
    a lump-sum payment of three times the executives current
    base salary and average bonus for the last three years;
    a lump-sum payment of the pro-rata target bonus for the year in
    which the termination occurs;
    immediate vesting and cash out of all outstanding Medium-Term
    Incentive Plan awards;
    a credit of three additional years of service under the Canadian
    Supplemental Plan;
    a three-year continuation of medical, disability and group term
    life insurance, provided that these benefits terminate upon
    obtaining similar coverage from a new employer or upon
    commencement of retiree benefits; and
    financial or outplacement counseling to a maximum of Cdn$10,000.  Income Tax Act
    Form 10-K
  Compensation
    Consultants and Comparator Groups
        MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  51




---



##### 



Year Ended December 31,2008


2007(1)Compensation consulting services

$
362,300


$
267,400Other services






   (1)

    In 2007, we also paid Hewitt Associates $46,100 for its
    proprietary Total Compensation Measurement, or TCM, data
    services, which provided compensation data for selected
    executive and director positions. We no longer use Hewitt
    Associates TCM data services and did not pay Hewitt
    Associates any fees in 2008 for compensation consulting
    services. Hewitt Associates has historically provided other
    consulting services for us, including actuarial consulting,
    employee benefits design, finance consulting and recordkeeping
    services. In 2007, we paid Hewitt Associates approximately
    $395,200 for actuarial and other services.  U.S.-based
    Air Products and Chemicals, Inc. 
    Agrium Inc.
    Arch Coal Inc.
    Ashland Inc.
    Barrick Gold Corporation
    Cameco Corporation
    CF Industries Holdings, Inc.

Eastman Chemical Company
    Ecolab Inc.
    Martin Marietta Materials, Inc.
    Monsanto Company
    The Mosaic Company
    Newmont Mining Corporation
    Nova Chemicals Corporation

Peabody Energy Corporation
    PPG Industries, Inc.
    Praxair, Inc.
    Rohm and Haas Company
    The Valspar Corporation
    Vulcan Materials Company     Executive
    Share Ownership Guidelines
      Share OwnershipTitle

GuidelineChief Executive Officer

5 times base salaryChief Financial Officer, Chief Operating Officer, Senior Vice

3 times base salaryPresidents and Division PresidentsDesignated Senior Vice Presidents and Vice Presidents

1 times base salary   MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  52




---



##### 



Named Executive


Number of Shares


Value of Shares


Value Required to


Value Held asOfficer


Held


Held


Meet Guidelines


Multiple of SalaryWilliam J. Doyle


481,413(1)


$40,419,507


$5,460,000


37.0xWayne R. Brownlee


58,499


$ 4,911,546


$1,483,200


9.9xJames F. Dietz


57,589


$ 4,835,179


$1,458,600


9.9xBarbara Jane Irwin


53,446


$ 4,487,343


$1,185,600


11.4xG. David Delaney


39,831


$ 3,344,240


$1,228,500


8.2x   (1)

    Includes 45,997 Shares held in the William J. Doyle 2007
    Family Descendents Trust, 19,898 Shares held in the
    William & Kathy Doyle Foundation, 216,381 Shares
    held in the WJ Doyle Revocable Trust and 199,137 Shares
    held in the Doyle Family LLC.  Chief
    Executive Officer Compensation
        1.
    Improve all measurable safety indices with the emphasis on
    reducing serious injuries so we can achieve our goal of
    providing the safest work environment for our employees.    2.
    Exceed the budget approved for 2008, including earnings per
    Share (EPS) and cash flow per Share
    (CFPS) targets by 25%.    3.
    Continue to drive the Potash First strategy by
    staying on top of all global opportunities while at the same
    time being open to strategic alternatives for phosphate and
    nitrogen should an attractive alternative present itself.  MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  53




---



##### 



4.
    Outperform our peer group of basic materials companies.    5.
    Grow the revenue base and bottom line for our company through
    strategic use of capital.    (a)
    the sale of our phosphate feed plant in Brazil;(b)
    a full year of natural gas sales in New Brunswick;(c)
    the completion of the first round of our expansion and
    debottlenecking projects at Rocanville, Allan and Lanigan;(d)
    our ongoing expansion and debottlenecking projects at Patience
    Lake, Cory, New Brunswick, Rocanville and Allan; and(e)
    the construction of three additional Silicon Tetraflouride
    plants and continued work on a new sulfuric acid plant at Aurora.  6.
    Show measurable success in leadership development and
    succession planning for our employees.    7.
    Lead managements effort to make sure it does its part
    in the pursuit of the best possible corporate governance for our
    company.    st
  8.
    Improve product quality through strict adherence to size
    guide number (SGN) and uniformity index (UI) measurements so we
    can provide the highest quality products to our customers.    MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  54




---



##### 



9.
    Provide leadership for our company with the investment
    community, within our industry and in the communities in which
    our people work and reside.      10.
    Find new ways to make it easier for our customers to do
    business with us.    (a)
    Upgraded and expanded our North American and international
    transportation and distribution system to: (i) improve
    asset utilization; (ii) improve loading, unloading and
    delivery times; (iii) increase storage capacity;
    (iv) offer additional transportation mode alternatives; and
    (v) bring our product closer to our customers;(b)
    Collaborated with customers in developing strategies to optimize
    their supply chain and reduce rail cycle times and seasonality
    in their business;(c)
    Partnered with customers in our operational Best Practices
    workshops to discuss and share information to ensure the highest
    levels of product quality, reliability and service;(d)
    Assumed an active leadership role in industry trade
    associations, working closely with governmental and other
    agencies to address transportation policy matters and proposed
    ammonia railcar designs to ensure the safe and reliable shipment
    of products to our customers;(e)
    Expanded the delivery of market analysis reports, targeting the
    issues and trends most important to our fertilizer, feed and
    industrial customers;(f)
    Supplemented our Safe Feed/Safe Food certification by
    voluntarily implementing enhanced risk analyses and control
    tools for assessing and restricting contaminants, demonstrating
    our pledge to food safety and enhancing consumer confidence in
    the products we provide; and(g)
    Used information technology to enhance and streamline our
    customers ability to forecast and monitor the sourcing,
    procurement and delivery of our products to their end-use
    locations.  11.
    Improve the environmental commitment and performance across
    our companys operations to positively impact the climate,
    our use of natural resources, and our environmental
    stewardship.      MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  55




---



##### 



Executive
    Compensation
  Summary
    Compensation
    Table(1)
      Change inPension andNon-Equity


NonqualifiedIncentive


DeferredStock



Option



Plan


Compensation


All OtherName and






Salary



Bonus


Awards(2)



Awards(3)



Compensation(4)


Earnings(5)


Compensation(6)



TotalPrincipal Position


Year



($)



($)


($)



($)



($)


($)


($)



($)(a)


(b)



(c)



(d)


(e)



(f)



(g)


(h)


(i)



(j)William J. Doyle President and Chief
    Executive Officer



2008
    2007
    2006




1,092,000
    1,040,000
    1,000,000




    
    



2,919,270
    3,830,786
    1,120,382




6,508,418
    7,652,960
    5,797,500




2,075,000
    2,190,000
    750,000




4,173,645
    2,340,578
    94,917




257,984
    134,297
    180,958




17,026,317
    17,188,621
    8,943,757Wayne R. Brownlee Executive Vice
    President, Treasurer
    and Chief Financial
    Officer



2008
    2007
    2006




494,400
    480,000
    460,000




    
    



863,187
    1,132,709
    331,281




1,802,292
    2,018,887
    1,913,173




692,000
    578,000
    300,000




2,238,102
    406,802
    276,707




43,693
    44,114
    58,556




6,133,674
    4,660,512
    3,339,717James F. DietzExecutive Vice
    President and Chief
    Operating Officer



2008
    2007
    2006




486,200
    463,000
    445,000




    
    



835,006
    1,095,729
    320,466




1,754,121
    2,049,900
    1,932,500




647,000
    621,000
    270,000




196,209
    62,363
    179,240




42,795
    40,133
    41,397




3,961,331
    4,332,125
    3,188,603Barbara Jane IrwinSenior Vice President,
    Administration



2008
    2007
    2006




387,600
    372,500
    359,000




    
    



588,753
    772,586
    225,957




1,005,802
    949,404
    566,967




435,000
    400,000
    180,000




35,803
    21,171
    53,059




21,978
    20,094
    19,544




2,474,936
    2,535,755
    1,404,527G. David DelaneyPresident, PCS Sales



2008
    2007
    2006




399,750
    375,000
    348,000




    
    



560,573
    735,606
    215,141




965,455
    1,082,647
    566,967




450,000
    450,000
    171,000




23,287
    8,793
    38,763




33,554
    34,330
    32,835




2,432,619
    2,697,197
    1,372,706   (1)

    Those amounts that 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.  MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  56




---



##### 



(2)

    Reports amounts calculated in accordance with revised Statement
    of Financial Accounting Standards No. 123R,
    Share-Based Payment, or FAS 123R, under generally
    accepted accounting principles in the United States, or US GAAP,
    for performance share units granted pursuant to our Medium-Term
    Incentive Plan in effect for the three-year performance period
    January 1, 2006 to December 31, 2008. See
    Compensation Discussion and Analysis 
    Medium-Term Incentive Plan. For the FAS 123R
    calculations, the value of the performance share units was
    estimated quarterly using a Monte Carlo valuation model with the
    following assumptions:  Risk-Free







Correlation BetweenInterest







our Common Share



Volatility of Our



Volatility ofRate



Dividend Yield



Price and DJUSBMI



Common Share Price



DJUSBMIQuarter Ended March 31, 2006



4.816%




1.24%




0.52




27.87%




16.68%Quarter Ended June 30, 2006



5.122%




1.18%




0.56




30.85%




17.79%Quarter Ended September 30, 2006



4.614%




1.15%




0.58




29.83%




17.73%Quarter Ended December 31, 2006



4.808%




1.12%




0.48




31.53%




17.75%Quarter Ended March 31, 2007



4.574%




1.09%




0.49




32.58%




17.90%Quarter Ended June 30, 2007



4.858%




1.02%




0.50




33.36%




17.22%Quarter Ended September 30, 2007



3.984%




0.97%




0.52




35.16%




18.85%Quarter Ended December 31, 2007



3.177%




0.90%




0.68




43.61%




22.60%Quarter Ended March 31, 2008



1.497%




0.84%




0.75




49.07%




28.34%Quarter Ended June 30, 2008



2.198%




0.78%




0.76




51.95%




30.32%Quarter Ended September 30, 2008



1.564%




0.71%




0.80




59.74%




36.62%   (3)
    Reports amounts calculated in accordance with FAS 123R for
    options granted pursuant to the 2008 Performance Option Plan,
    2007 Performance Option Plan and the 2006 Performance Option
    Plan, respectively. The amounts reported for Mr. Doyle,
    Mr. Brownlee and Mr. Dietz represent the full grant
    date fair value of the awards in accordance with FAS 123R,
    because each of the Named Executive Officers are eligible for
    retirement. See Compensation Discussion and
    Analysis  Long-Term Incentives. For a
    discussion of the assumptions made in the valuation of the
    awards, see Notes 27 and 33 to our consolidated financial
    statements for the fiscal year ended December 31, 2008,
    Notes 27 and 33 to our consolidated financial statements
    for the fiscal year ended December 31, 2007 and Notes 26
    and 32 to our consolidated financial statements for the fiscal
    year ended December 31, 2006.(4)
    Reports amounts awarded pursuant to our Short-Term Incentive
    Plan for 2008, 2007 and 2006 performance, which amounts were
    paid in 2009, 2008 and 2007, respectively. See
    Compensation Discussion and Analysis 
    Short-Term Incentive Plan.(5)
    Reports the aggregate annual change in the actuarial present
    value of each Named Executive Officers accumulated benefit
    under the Canadian Supplemental Plan, the U.S. Pension Plan and
    the U.S. Supplemental Plan, as set forth in the below table.  William J.


Wayne R.


James F.


Barbara Jane


G. DavidDoyle


Brownlee


Dietz


Irwin


Delaney2008



$
4,173,645



$
2,238,102














Canadian Supplemental Plan



2007




2,340,578




406,802














2006




94,917




276,707














2008













$
19,181



$
3,797



$
(13,894
)U.S. Pension Plan



2007














(27,946
)



8,703




(7,738
)2006














98,885




17,991




18,5142008













$
177,028



$
32,006



$
37,181U.S. Supplemental Plan



2007














90,309




12,468




16,5312006














80,354




35,068




20,2492008



$
4,173,645



$
2,238,102



$
196,209



$
35,803



$
23,287Total



2007




2,340,578




406,802




62,363




21,171




8,7932006




94,917




276,707




179,240




53,059




38,763     MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  57




---



##### 



(6)

    The following table sets forth the amounts attributable to each
    of the compensation items included in All Other
    Compensation for each Named Executive Officer.  William J.


Wayne R.


James F.


Barbara Jane


G. DavidDoyle


Brownlee


Dietz


Irwin


Delaney2008



$
10,427



$
10,446














Company Contributions to Canadian Pension Plan



2007




8,590




8,568














2006




8,195




8,218














2008




65,044




29,780



$
20,575
(a)


$
18,075
(b)


$
18,150
(c)Company Contributions to Savings Plan or 401(k) Plan



2007




60,285




27,779




20,039
(a)



17,520
(b)



17,190
(c)2006




60,000




27,600




19,807
(a)



17,251
(b)



16,320
(c)2008




9,977




3,280




8,487




3,063




1,736Life Insurance Premiums Paid for the Benefit of NEO



2007




10,122




3,690




7,354




2,574




1,3912006




10,601




4,240




7,459




2,293




1,2132008




20,624



















Medical Insurance Premiums Paid on Behalf of NEO



2007




17,014



















2006




14,040




6,743














2008




36,093




187




1,594




840




798Tax
    Gross-ups
    for Taxable Benefits



2007




11,663




6,192














2006




19,614









2,365









2008




115,819









12,139









12,870Perquisites(d)



2007




55,708




11,264




12,740









15,7492006




68,508




11,755




11,766









15,3022008



$
257,984



$
43,693



$
42,795



$
21,978



$
33,554Total



2007




163,383




57,493




40,133




20,094




34,3302006




180,958




58,556




41,397




19,544




32,835   (a)
    For 2008, includes $13,435 in contributions to the 401(k) Plan
    on behalf of Mr. Dietz and $7,140 that exceeds the 401(k)
    Plan statutory limit and is therefore immediately taxable and
    paid to Mr. Dietz in cash. For 2007, includes $13,289 in
    contributions to the 401(k) Plan on behalf of Mr. Dietz and
    $6,750 that exceeds the 401(k) Plan statutory limit and is
    therefore immediately taxable and paid to Mr. Dietz in
    cash. For 2006, includes $13,057 in contributions to the 401(k)
    Plan on behalf of Mr. Dietz and $6,750 that exceeds the
    401(k) Plan statutory limit and is therefore immediately taxable
    and paid to Mr. Dietz in cash.(b)
    For 2008, includes $13,650 in contributions to the 401(k) Plan
    on behalf of Ms. Irwin and $4,425 that exceeds the 401(k)
    Plan statutory limit and is therefore immediately taxable and
    paid to Ms. Irwin in cash. For 2007, includes $13,350 in
    contributions to the 401(k) Plan on behalf of Ms. Irwin and
    $4,170 that exceeds the 401(k) Plan statutory limit and is
    therefore immediately taxable and paid to Ms. Irwin in
    cash. For 2006, includes $13,200 in contributions to the 401(k)
    Plan on behalf of Ms. Irwin and $4,051 that exceeds the
    401(k) Plan statutory limit and is therefore immediately taxable
    and paid to Ms. Irwin in cash.(c)
    For 2008, includes $13,650 in contributions to the 401(k) Plan
    on behalf of Mr. Delaney and $4,500 that exceeds the 401(k)
    Plan statutory limit and is therefore immediately taxable and
    paid to Mr. Delaney in cash. For 2007, includes $13,350 in
    contributions to the 401(k) Plan on behalf of Mr. Delaney
    and $3,840 that exceeds the 401(k) Plan statutory limit and is
    therefore immediately taxable and paid to Mr. Delaney in
    cash. For 2006, includes $12,480 in contributions to the 401(k)
    Plan on behalf of Mr. Delaney and $3,840 that exceeds the
    401(k) Plan statutory limit and is therefore immediately taxable
    and paid to Mr. Delaney in cash.(d)
    Perquisites include, for Mr. Doyle, country club
    memberships, financial and tax planning services, spousal travel
    benefits (while accompanying the executive on corporation
    business) and parking; for Mr. Brownlee, country club
    memberships, spousal travel benefits (while accompanying the
    executive on corporation business) and parking; and for
    Mr. Dietz and Mr. Delaney, country club memberships
    and spousal travel benefits (while accompanying the executive on
    corporation business). The aggregate incremental cost of the
    financial and tax planning services paid for the benefit of
    Mr. Doyle was $29,506 in 2007 and $38,412 in 2006.  Salary
    and Bonus
    Stock
    Awards
    MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  58




---



##### 



TSR Vesting ScheduleTSR


Vesting Percentage0% or less


0%10%


50%20%


75%30%


100%40%


125%50% or more


150%   Relative TSR Vesting ScheduleTSR minus DJUSBMI TSR


Vesting PercentageLess than 0%


0%0%


50%5%


100%10% or more


150%   30-day
  Option
    Awards
    Non-Equity
    Incentive Plan Compensation
      Award Percentage


Award Percentage


Maximum AwardWhen ACFR is


When ACFR is Equal to or Greater


Percentage (ACFROfficers


Less Than 1


Than 1


Greater Than 1.5)Tier I: Corporate President, CEO


100% multiplied by ACFR


(200% multiplied by ACFR) minus 100%


200%Tier II: Executive Level 7 (Executive VP and COO,
    Executive VP and CFO)


70% multiplied by ACFR


(140% multiplied by ACFR) minus 70%


140%Tier III: Executive Level 6
    (Senior VP Admin., Subsidiary Presidents)


55% multiplied by ACFR


(110% multiplied by ACFR) minus 55%


110%   Form 10-K
  MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  59




---



##### 



Total
    Compensation
    Aggregate TotalTotal Compensation of


% of


Compensation of


% ofNet Income


Chief Executive Officer


Net Income


Named Executive Officers


Net Income2008


$3,495.2 million


$17.0 million


0.5%


$32.0 million



0.9
%2007


$1,103.6 million


$17.2 million


1.6%


$31.9 million



2.92006


$631.8 million


$8.9 million


1.4%


$19.3 million



3.1   Employment
    Agreements
    Grants
    of Plan-Based Awards
    Estimated Possible Payouts
    Under


Estimated Future Payouts
    UnderNon-Equity Incentive Plan
    Awards(1)


Equity Incentive Plan Awards








GrantExercise





Date Fairor Base


Closing


Value ofPrice of


Market


Stock andOption


Price on


OptionGrant



Threshold



Target


Maximum


Threshold


Target


Maximum


Awards(2)


Date of


AwardsName


Date



($)



($)


($)


(#)


(#)


(#)


($/Sh)


Grant


($)(a)


(b)



(c)



(d)


(e)


(f)


(g)


(h)


(k)


($/Sh)


(l)William J. DoyleShort-Term Incentive Plan








546,000



1,092,000


2,184,000Performance Option Plan



5/8/2008














0


87,750


87,750


$198.77


$199.01



6,508,418Wayne R. BrownleeShort-Term Incentive Plan








173,000



346,000


692,000Performance Option Plan



5/8/2008














0


23,650


23,650


Cdn$199.70


Cdn$202.65



1,802,292James F. DietzShort-Term Incentive Plan








170,250



340,500


681,000Performance Option Plan



5/8/2008














0


23,650


23,650


$198.77


$199.01



1,754,121Barbara Jane IrwinShort-Term Incentive Plan








108,750



217,500


435,000Performance Option Plan



5/8/2008














0


11,750


11,750


$198.77


$199.01



871,498G. David DelaneyShort-Term Incentive Plan








112,500



225,000


450,000Performance Option Plan



5/8/2008














0


11,750


11,750


$198.77


$199.01



871,498   (1)
    The amounts in columns (c), (d) and (e) set forth the
    threshold, target and maximum values of the 2008 Short-Term
    Incentive Plan awards based on respective cash flow returns of
    50%, 100% and 150% of target cash flow return for 2008. The
    actual amount of each Named Executive Officers 2008
    Short-Term Incentive Plan award is set forth in column
    (g) of the Summary Compensation Table above.(2)
    Pursuant to the terms of the plan, options under the 2008
    Performance Option Plan were granted with an exercise price
    equal to the closing market price per Share on the NYSE for
    Mr. Doyle, Mr. Dietz, Ms. Irwin and
    Mr. Delaney and on the TSX for Mr. Brownlee, in each
    case on the trading day prior to the grant date. The closing
    market price on the grant date is shown in the adjoining column
    to column (k) in the above table. As is our practice,
    options under the 2008 Performance Option Plan were granted
    following shareholder approval of the plan at the 2008 Annual
    Meeting on May 8, 2008.  Option
    Awards
    MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  60




---



##### 



10-year
    Form 10-Q Form 10-Q Form 10-K
    Vesting Schedule3 Year Average ofCFROI Minus WACC


Vesting PercentageLess than 0%


0%0.20%


30%1.20%


70%2.20%


90%2.50%


100%     MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  61




---



##### 



Outstanding
    Equity Awards at Fiscal Year-End
    Option Awards


Stock AwardsEquityIncentive PlanEquity








Equity


Awards:Incentive








Incentive Plan


Market orPlan








Awards:


PayoutAwards:








Number of


Value ofNumber of


Number of


Number of








Unearned


UnearnedSecurities


Securities


Securities








Shares, Units


Shares, UnitsUnderlying


Underlying


Underlying








or Other


or OtherUnexercised


Unexercised


Unexercised


Option


Option


Rights That


Rights ThatOptions


Options


Unearned


Exercise


Expiration


Have Not


Have NotName


Exercisable(1)


Unexercisable


Options(2)


Price


Date


Vested


Vested(a)


(b)


(c)


(d)


(e)


(f)


(i)


(j)William J. Doyle



320,000














$10
.16



11/21/2010420,000














$10
.50



11/20/2011420,000














$11
.00



11/20/2012337,536














$13
.17



11/20/2013









675,000














$29
.41



5/5/2015450,000
(3)













$33
.67



5/4/2016336,000




$62
.73



5/3/201787,750




$198
.77



5/8/2018Wayne R. Brownlee



180,000














Cdn$16
.65



11/20/2011180,000














Cdn$17
.44



11/20/2012144,660














Cdn$17
.17



11/20/2013









195,000














Cdn$36
.64



5/5/2015150,000
(3)













Cdn$37
.27



5/4/201690,000




Cdn$69
.48



5/3/201723,650




Cdn$199
.70



5/8/2018James F. Dietz



50,000














$10
.50



11/20/2011210,000














$11
.00



11/20/2012168,756














$13
.17



11/20/2013









195,000














$29
.41



5/5/2015150,000
(3)













$33
.67



5/4/201690,000




$62
.73



5/3/201723,650




$198
.77



5/8/2018Barbara Jane Irwin



15,000














$10
.16



11/20/2010157,390














$10
.50



11/20/2011180,000














$11
.00



11/20/2012144,660














$13
.17



11/20/2013









105,000














$29
.41



5/5/201572,000
(3)













$33
.67



5/4/201646,800




$62
.73



5/3/201711,750




$198
.77



5/8/2018G. David Delaney



65,000














$29
.41



5/5/201572,000
(3)













$33
.67



5/4/2016









46,800




$62
.73



5/3/201711,750




$198
.77



5/8/2018   (1)
    As of December 31, 2008, the aggregate value of unexercised
    options that are currently exercisable held by each Named
    Executive Officer was as follows: Mr. Doyle, $140,292,287;
    Mr. Brownlee, $51,282,207; Mr. Dietz, $40,811,448;
    Ms. Irwin $38,151,484 and Mr. Delaney, $5,695,250. The
    aggregate value of unexercised options held by Mr. Brownlee
    was converted to U.S. dollars using the average Canadian
    exchange rate of 1.0671 for fiscal year 2008.(2)
    The outstanding equity incentive plan awards reported in column
    (d) represent unearned options pursuant to our 2007 and
    2008 Performance Option Plans. Options granted pursuant to the
    2007 Performance Option Plan vest at the end of the performance
    period ending December 31, 2009, and options granted  MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  62




---



##### 



pursuant to the 2008 Performance
    Option Plan vest at the end of the performance period ending
    December 31, 2010. The reported number of Shares underlying
    the options is based on achievement of the plans maximum
    performance levels.  (3)

    Reports options granted under the 2006 Performance Option Plan
    that vested at the end of the performance period ending
    December 31, 2008. The value of such vested options held by
    each Named Executive Officer, as of December 31, 2008, was
    as follows: Mr. Doyle, $17,797,500; Mr. Brownlee,
    $7,347,484; Mr. Dietz, $5,932,500; Ms. Irwin,
    $2,847,600 and Mr. Delaney, $2,847,600. The aggregate value
    of vested options held by Mr. Brownlee was converted to
    U.S. dollars using the average Canadian exchange rate of 1.0671
    for fiscal year 2008.  Option
    Exercises and Stock Vested
    Option Awards


Stock AwardsNumber ofShares





Number ofAcquired on


Value Realized


Shares AcquiredExercise(1)


Upon Exercise


on
    Vesting(2)


Value Realized Upon VestingName


(#)


($)


(#)


($)(a)


(b)


(c)


(d)


(e)William J. Doyle



400,000




35,192,500




121,203




7,870,438Wayne R. Brownlee













35,838




2,327,176James F. Dietz













34,668




2,251,201Barbara Jane Irwin



22,610




3,760,569




24,444




1,587,296G. David Delaney



40,000




4,147,344




23,274




1,511,320   (1)
    The number of Shares retained by each Named Executive Officer
    following exercise of the stock options is as follows:
    Mr. Doyle, 210,000; Ms. Irwin, 15,000 and
    Mr. Delaney, 0.(2)
    Reports the number of performance units granted under the
    Medium-Term Incentive Plan that vested based on performance
    incentives over the three-year performance period ended
    December 31, 2008. The performance units will be settled in
    cash at a value of $64.936 per unit, which is the average price
    of our common stock over the last 30 trading days of the
    performance period.  Pension
    Benefits
    Present Value ofNumber of Years


Accumulated


Payments DuringCredited Service


Benefit(1)


Last Fiscal YearName


Plan Name


(#)


($)


($)William J. Doyle


Canadian Supplemental Plan



21.67




14,817,608




Wayne R. Brownlee


Canadian Supplemental Plan



31.67
(2)



5,031,623




James F. Dietz


U.S. Pension Plan



15.5




369,111U.S. Supplemental Plan



11.83
(3)



760,872




Barbara Jane Irwin


U.S. Pension Plan



8.25




102,092U.S. Supplemental Plan



8.25




176,390




G. David Delaney


U.S. Pension Plan



25.67




210,742U.S. Supplemental Plan



11.83




180,388




   (1)
    The present value of accumulated benefit assumes retirement at
    the earliest age that does not require a reduction in benefits.
    For the Canadian Supplemental Plan, such age is 62. For the U.S.
    Pension Plan and U.S. Supplemental Plan, such age is 65 or
    age 62 with 20 years of service.(2)
    Mr. Brownlees years of credited service includes
    11.6 years of service, from May 1977 to December 1988, with
    the government of Saskatchewan prior to the privatization of our
    company in 1989 and 20.1 years of service, from December
    1988 to the present, with our company and our predecessors.(3)
    The differences in Mr. Dietzs and
    Mr. Delaneys years of credited service under the U.S.
    Pension Plan and the U.S. Supplemental Plan relate to the
    plans differing treatment of Mr. Dietzs and
    Mr. Delaneys years of credited service under the
    Nitrogen Pension Plan, a predecessor to the U.S. Pension Plan.    MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  63




---



##### 



Interest Rate


7.50% per annumRetirement Age


Age 62Mortality Rates


1994 Unisex Pensioner Mortality Table     Accrued








AccruedObligation/








Obligation/Accumulated





Non-


AccumulatedValue at


Compensatory


Compensatory


Value atStart of Year


Changes


Changes


End of YearName


Plan Name


($)


($)


($)


($)William J. Doyle


Canadian Pension Plan



156,823




8,575




(42,457)




122,941Canadian Supplemental Plan



10,643,963




1,872,600




2,301,045




14,817,608Savings Plan



702,321




0




(241,569)




460,752Wayne R. Brownlee


Canadian Pension Plan



580,127




8,575




(125,739)




462,962Canadian Supplemental Plan



2,793,521




1,165,169




1,072,933




5,031,623Savings Plan



157,495




24,440




(73,846)




108,089James F. Dietz


U.S. Pension Plan



349,930




32,501




(13,230)




369,111U.S. Supplemental Plan



583,844




204,484




(27,456)




760,872401(k) Plan



569,483




6,685




(233,887)




342,281Barbara J. Irwin


U.S. Pension Plan



98,295




16,724




(12,927)




102,092U.S. Supplemental Plan



144,383




54,341




(22,335)




176,390401(k) Plan



91,893




6,900




(30,898)




67,895G. David Delaney


U.S. Pension Plan



224,636




14,041




(27,935)




210,742U.S. Supplemental Plan



143,207




61,093




(23,911)




180,388401(k) Plan



1,311,861




6,900




(643,357)




675,404     Estimated
    Termination Payments and Benefits


MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  64




---



##### 



William J.



Wayne R.



James F.



Barbara Jane



G. DavidDoyle



Brownlee



Dietz



Irwin



Delaney($)



($)



($)



($)



($)Involuntary Termination/Termination Without CauseSalary/Severance
    Supplemental
    Plan(1)(2)Executive Health & Welfare Benefits



2,329,728911,619
    1,399,251
    18,858




1,646,650763,530
    883,120
    0




618,148290,673
    327,475
    0




94,98294,982
    0
    0




403,547403,547
    0
    0Termination Following Change in ControlSalary/Severance
    Stock Options
    (Accelerated)(3)Supplemental
    Plan(1)(2)Executive Health & Welfare Benefits
    Tax Gross-up



31,073,0518,291,000
    21,332,140
    1,399,251
    50,660
    0




12,461,4473,053,200
    7,876,939
    1,531,308
    0
    0




7,494,748290,673
    6,876,600
    327,475
    0
    0




3,433,51494,982
    3,338,532
    0
    0
    0




3,742,079403,547
    3,338,532
    0
    0
    0RetirementStock Options (36 Month Continued
    Vesting)(3)Supplemental
    Plan(1)(2)



22,721,39121,322,140
    1,399,251




8,760,0597,876,939
    883,120




7,204,0756,876,600
    327,475




3,338,5323,338,532
    0




3,338,5323,338,532
    0


(1)
    Supplemental Plan refers to the Canadian Supplemental Plan for
    Mr. Doyle and Mr. Brownlee and to the U.S.
    Supplemental Plan for Mr. Dietz, Ms. Irwin and
    Mr. Delaney. The Supplemental Plan benefits set forth for
    each Named Executive Officer reflect the incremental value of
    benefits for each termination event that exceeds the present
    value of benefits set forth in the Pension Benefits
    table above.(2)
    As of December 31, 2008, Ms. Irwin was age 53 and
    ineligible to receive benefits under the U.S. Supplemental Plan,
    and Mr. Delaney was age 48 and ineligible to receive
    benefits under the U.S. Supplemental Plan. No benefits are
    payable if the participant is not at least age 55 at
    termination.(3)
    The aggregate value of Mr. Brownlees stock options
    was converted to U.S. dollars using the December 31, 2008
    Canadian exchange rate of 1.2246.  Payments
    Made Upon Involuntary Termination or Termination Without
    Cause
    Payments
    Made Upon Termination Following a Change in Control
  gross-up
      Payments
    Made Upon Retirement
      MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  65




---



##### 



William J. Doyle



Wayne R. Brownlee



James F. Dietz



Barbara Jane Irwin



G. David Delaney($)



($)



($)



($)



($)Year End



Age 65



Year End



Age 65



Year End



Age 65



Year End



Age 65



Year End



Age 65Canadian/U.S


Annual



808,035




1,400,500




340,736




746,737




150,703




198,045




73,588




233,369




144,550




476,036Pension Plan


Aggregate



12,151,501




18,293,143




5,377,243




9,753,785




540,573




1,855,182




142,198




2,186,080




332,267




4,459,251Savings/


Annual



24,394




65,425




6,849




31,060




28,365




47,693




5,521




38,329




72,408




243,729401(k) Plan


Aggregate



366,851




854,573




108,085




405,701




342,281




446,761




67,895




359,044




675,404




2,283,121Total


Annual



832,429




1,465,925




347,585




777,797




179,068




245,738




79,109




271,698




216,958




719,765Aggregate



2,518,352




19,147,716




5,485,328




10,159,486




882,854




2,301,944




210,093




2,545,124




1,007,671




4,742,371   Payments
    Made Upon Death or Disability
    Medium-Term
    Incentive Plan
    MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  66




---



##### 



Performance
    Graphs
  ® Regulation S-K
  
  Dec-03

Dec-04

Dec-05

Dec-06

Dec-07

Dec-08PotashCorp-NYSE Listing

$
100


$
194


$
189


$
340


$
1,028


$
524New Self-Selected Peer Group

$
100


$
153


$
165


$
257


$
776


$
383Old Self-Selected Peer Group

$
100


$
146


$
161


$
247


$
719


$
362S&P
    500®

$
100


$
111


$
116


$
135


$
142


$
90DJUSBMI

$
100


$
113


$
119


$
140


$
185


$
91
   ©  ©
  The new self-selected peer group consists of:

SymbolAgrium Inc.*

AGUCF Industries, Inc.

CFIntrepid Potash

IPIMosaic Co (formerly IMC Global Inc)  (through 4Q04)

MOSTerra Industries, Inc.

TRAYara International ASA

YAR NOIsrael Chemicals Limited

CHIM ITSociedad Quimica Y Minera de Chile S.A.

SQM/B CIK + S AG

SDF/GRArab Potash Company

APOT JRUralkali

URKA RU       The old self-selected peer group consists of:

SymbolAgrium Inc.*

AGUMosaic Co (formerly IMC Global Inc) (through 4Q04)

MOSYara International ASA

YAR NOIsrael Chemicals Limited

CHIM ITSociedad Quimica Y Minera de Chile S.A.

SQM/B CIK + S AG

SDF/GR        MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  67




---



##### 



Dec-03

Dec-04

Dec-05

Dec-06

Dec-07

Dec-08PotashCorp-TSX Listing

$
100


$
179


$
168


$
303


$
784


$
491S&P 500

$
100


$
111


$
116


$
135


$
142


$
90S&P/TSX Composite Index

$
100


$
114


$
142


$
167


$
183


$
123
    ©
  MANAGEMENT PROXY
    CIRCULAR ï Compensation

Page  68




---



##### 



Ownership of Shares    Number of


PercentageShares


ofNumber of


Beneficially


OutstandingName


Shares Held


Owned(1)(2)(3)(4)


SharesWilliam J. Doyle,
    Director, President and
    Chief Executive Officer



481,413
(5)



3,103,949
(5)



1.06
%Wayne R. Brownlee,
    Executive Vice President,
    Treasurer and Chief
    Financial Officer



58,498




908,158




0.31
%James F. Dietz,
    Executive Vice President
    and Chief Operating Officer



57,589




831,345




0.29
%Barbara Jane Irwin,
    Senior Vice President,
    Administration



53,446




727,496




0.25
%G. David Delaney,
    President, PCS Sales



39,831




176,831




0.06
%All directors and
    executive officers as a
    group, including the
    above-named individuals
    (25 persons)



1,011,748




7,542,509




2.56
%   (1)
    The number of Shares beneficially owned is reported on the basis
    of regulations of the SEC, and includes Shares that the
    individual has the right to acquire at any time within
    60 days after February 20, 2009 and Shares directly or
    indirectly held by the individual or by certain family members
    or others over which the individual has sole or shared voting or
    investment power.(2)
    Each of the directors and executive officers of the Corporation,
    with the exception of Mr. Doyle, beneficially owned less
    than 1% of the Shares issued and outstanding as at
    February 20, 2009. The directors and executive officers of
    the Corporation as a group beneficially owned
    approximately 2.56% of the Shares issued and outstanding as
    at February 20, 2009.(3)
    Includes Shares purchasable within 60 days after
    February 20, 2009 through the exercise of options granted
    by the Corporation, as follows: Mr. Doyle
    2,622,536 Shares; Mr. Brownlee 849,660 Shares;
    Mr. Dietz 773,756 Shares; Ms. Irwin
    674,050 Shares; Mr. Delaney 137,000 Shares; and
    directors and executive officers as a group, including the
    foregoing individuals, 7,137,293 Shares.(4)
    No Shares beneficially owned by any of the directors or Named
    Executive Officers are pledged as security.(5)
    Includes 45,997 shares held in the William J. Doyle 2007
    Family Descendents Trust, 19,898 shares held in the
    William & Kathy Doyle Foundation, 216,381 in the WJ
    Doyle Revocable Trust and 199,137 in the Doyle Family LLC.    MANAGEMENT PROXY
    CIRCULAR ï Ownership
    of Shares

Page  69




---



##### 



Directors
    and Officers
 Liability
    Insurance
     Voting
    Shares
       Shareholder
    Proposal
     2010
    Shareholder Proposals
     Additional
    Information
   Form 10-K st
  Directors
    Approval
     
     MANAGEMENT PROXY
    CIRCULAR ï Ownership
    of Shares

Page  70




---



##### 



Appendices  PageAppendix A  Disclosure of Corporate Governance
    Practices


72Appendix B  Resolution of
    Shareholders  2009 Performance Option Plan


77Appendix C  2009 Performance Option Plan


78Appendix D  Shareholder Proposal


84Appendix E  Board of Directors Charter


87Appendix F  Audit Committee Charter


90






|                                           |  |         
|------------------------------------------ |  | --------
|MANAGEMENT PROXY
    CIRCULAR ï Appendices |  | Page  71
|                                           |  |         
|                                           |  |         









---



##### 



Appendix
    A
    Disclosure of Corporate Governance Practices  100%
    Compliance
  58-101 
  FORM 58-101F1 
    CORPORATE GOVERNANCE DISCLOSURE
   Board of
    Directors
   Independent
    Directors
      Directors
    who are not independent
      Majority
    of independent directors
      Other
    directorships
      Meeting
    without management or non-independent directors
      Board
    chair independence
     (a)
    provide leadership to ensure effective functioning of the Board;(b)
    lead in the assessment of Board performance;(c)
    assist the Compensation Committee in monitoring and evaluating
    the performance of the Chief Executive Officer and senior
    officers of the Corporation;(d)
    lead the Board in ensuring succession plans are in place at the
    senior management level; and(e)
    act as an effective liaison among the Board and management.   Director
    Attendance
      Board
    Mandate
      Position
    Descriptions
   Board
    and committee chair position descriptions
     MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  72




---



##### 



CEO
    position description
       (a)
    foster a corporate culture that promotes ethical practices,
    encourages individual integrity and fulfils social
    responsibility;(b)
    develop and recommend to the Board a long-term strategy and
    vision for the Corporation that leads to creation of shareholder
    value;(c)
    develop and recommend to the Board annual business plans and
    budgets that support the Corporations long-term
    strategy; and(d)
    consistently strive to achieve the Corporations financial
    and operating goals and objectives.   Orientation and
    Continuing Education
   Orientation
     (a)
    provide each new director with a baseline of knowledge about the
    Corporation that will serve as a basis for informed
    decision-making;(b)
    tailor the program for each new director, taking into account
    his or her unique mix of skills, experience, education,
    knowledge and needs; and(c)
    deliver information over a period of time to minimize the
    likelihood of overload and maximize the lasting educational
    impact.  one-on-one
   Continuing
    Education
     (a)
    maintains a directors intranet site to facilitate the
    exchange of views and published information;(b)
    maintains a membership for each director in an organization
    dedicated to corporate governance and ongoing director education;(c)
    each year encourages and funds the attendance of each director
    at one seminar or conference of interest and relevance and funds
    the attendance of each Committee Chair at one additional seminar
    or conference. In all cases, approval for attendance is
    obtained, in advance, from the Board Chair;(d)
    encourages presentations by outside experts to the Board or
    Committees on matters of particular importance or emerging
    significance; and(e)
    at least annually, schedules a site visit in conjunction with a
    Board meeting.   Ethical Business
    Conduct
   Code
    of Conduct
            Material
    Interests
     MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  73




---



##### 



Culture
    of ethical business conduct
      Nomination of
    Directors
   Identification
    of new candidates for board nomination
     (a)
    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;(b)
    assesses the attributes new directors should have for the
    appropriate mix to be maintained;(c)
    in consultation with the Board and Chief Executive Officer and,
    on an ongoing basis, maintains a database of potential
    candidates;(d)
    has implemented a procedure to identify, with as much advance
    notice as practicable, impending Board vacancies, so as to allow
    sufficient time for recruitment and for introduction of proposed
    nominees to the existing Board;(e)
    develops a short-list of candidates and arranges for
    each candidate to meet with the CG&N Committee, the Board
    Chair and the Chief Executive Officer;  (f)
    recommends to the Board, as a whole, proposed nominee(s) and
    arranges for their introduction to as many Board members as
    practicable;  (g)
    ensures that prospective candidates are informed of the degree
    of energy and commitment the Corporation expects of its
    directors; and(h)
    encourages diversity in the composition of the Board.   Independent
    Corporate Governance and Nominating Committee
        Corporate
    Governance and Nominating Committee Charter
      Compensation
    Committee
   Director
    and Officer Compensation
     MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  74




---



##### 



Independence
      Compensation
    Committee Charter
      Outside
    Compensation Consultants
      Other Board
    Committees
      Board
    Assessments
     1.
    Annual Board
    Assessment by All Members of the Board  follow-up
  2.
    Annual Assessment
    of Each Committee by Members of That Committee        MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  75




---



##### 



3.
    Annual Assessment
    of the Board Chair by Members of the Board    4.
    Annual Assessment
    of Each Committee Chair by Members of Each Committee    5.
    Annual Assessment
    of Individual Directors    6.
    Management Board
    Survey  and/or
  MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  76




---



##### 



Appendix
    B
    Resolution of Shareholders  2009 Performance Option
    Plan  ,
    1.
    the 2009 Performance Option Plan is hereby adopted and approved
    by the shareholders of the Corporation;2.
    any officer of the Corporation be and is hereby authorized and
    directed for and on behalf of the Corporation to do such things
    and to take such actions as may be necessary or desirable to
    carry out the intent of the foregoing resolution and the matters
    authorized thereby.  MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  77




---



##### 



Appendix C
    2009 Performance Option Plan  1.
    PURPOSE OF
    PLAN    2.
    DURATION OF THIS
    PLAN    3.
    ADMINISTRATION    4.
    AUTHORITY OF THE
    COMMITTEE  and/or
  5.
    SHARES SUBJECT TO
    STOCK OPTIONS      MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  78




---



##### 



6.
    GRANT OF STOCK
    OPTIONS    7.
    OPTION
    PRICE    8.
    VESTING OF STOCK
    OPTIONS    9.
    PERFORMANCE
    MEASURES FOR VESTING OF STOCK OPTIONS  (a)
    The Performance Measures which will be used to determine the
    degree to which stock options will vest over the three-year
    period beginning the first day of the fiscal year in which they
    are granted (the Performance Period) shall be cash
    flow return on investment (CFROI) and weighted
    average cost of net debt and equity capital (WACC).  (i)
    CFROI is the ratio of after tax operating cash flow to average
    gross investment over the fiscal year, calculated as A divided
    by B, where (1) A equals operating income less/plus
    nonrecurring or unusual items less/plus change in  unrealized
    gains/losses on derivative instruments included in net income
    plus accrued incentive awards plus depreciation and amortization
    less current taxes, and (2) B equals the average of total
    assets less/plus the fair value adjustment for investments in
    available for sale securities less the fair value of derivative
    instrument assets plus accumulated depreciation plus accumulated
    amortization less cash and cash equivalents less non interest
    bearing current liabilities excluding derivatives.(ii)
    WACC is the weighted average cost of net debt and equity
    capital, calculated as [A times the product of B divided by C]
    plus [D times the product of E divided by C], where (1) A
    equals the after-tax market yield cost of debt, (2) B
    equals the market value of debt less cash and cash equivalents
    (3) C equals the market value of debt less cash and cash
    equivalents, plus the market value of equity, (4) D equals
    the cost of equity, and (5) E equals the market value of
    equity.  (b)
    In determining the number of stock options that will actually
    vest based on the degree to which the Performance Measures have
    been attained during the applicable Performance Period, the
    following chart  MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  79




---



##### 



shall be utilized which shows the three year average excess of
    CFROI being greater than WACC and the respective portion of the
    stock option that will vest:  Performance Measure




Vesting Scale3 year average excess of




% of Stock OptionCFROI > WACC




Grant Vesting<0%





0%0.20%





30%1.20%





70%2.20%





90%2.50%





100%   (c)
    In assessing the portion of the stock options that shall vest in
    accordance with the above chart, the following shall be done:  (i)
    Each year, the CFROI and WACC will be calculated in accordance
    with the definitions herein, based on the audited financial
    statements and approved by the Audit Committee.(ii)
    In each Performance Period, the average of the three fiscal
    years shall be calculated by taking the simple average of the
    individual years results.(iii)
    The resulting three-year average will then be applied, using the
    scale above to determine the number of stock options, if any,
    that will vest as of the end of the Performance Period.(iv)
    For results falling between the reference points in the chart
    above, the level of vesting shall be mathematically interpolated
    between the reference points.  10.
    TERMS OF STOCK
    OPTIONS    (a)
    if the employment of an optionee as an officer or employee of
    the Corporation or a subsidiary terminates, by reason of his or
    her death, or if an optionee who is a retiree pursuant to
    Section 10(b) dies, the legal personal representatives of
    the optionee will be entitled to exercise any unexercised vested
    options, including such stock options that may vest after the
    date of death, during the period ending at the end of the
    twelfth calendar month following the calendar month in which the
    optionee dies, failing which exercise the stock options
    terminate;(b)
    subject to the terms of Section 10(a) above, if the
    employment of an optionee as an officer or employee of the
    Corporation or a subsidiary terminates, by reason of retirement
    in accordance with the then prevailing retirement policy of the
    Corporation or subsidiary, the optionee will be entitled to
    exercise any unexercised vested stock options, including such
    stock options that may vest after the date of retirement, during
    the period ending at the end of the
    36th month

    following the calendar month in which the optionee retires,
    failing which exercise the stock options terminate;  (c)
    subject to the terms of Section 14 below, if the employment
    of an optionee as an officer or employee of the Corporation or a
    subsidiary terminates, for any reason other than as provided in
    Sections 10(a) or (b), the optionee will be entitled to
    exercise any unexercised vested stock options, to the extent
    exercisable at the date of such event, during the period ending
    at the end of the calendar month immediately following the
    calendar month in which the event occurs, failing which exercise
    the stock options terminate;  MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  80




---



##### 



(d)
    for greater certainty and for these purposes, an optionees
    employment with the Corporation or a subsidiary shall be
    considered to have terminated effective on the last day of the
    optionees actual and active employment with the
    Corporation or subsidiary whether such day is selected by
    agreement with the optionee or unilaterally by the Corporation
    or subsidiary and whether with or without advance notice to the
    optionee. For the avoidance of doubt, no period of notice that
    is given or ought to have been given under applicable law in
    respect of such termination of employment will be utilized in
    determining an optionees entitlement under the Plan. The
    employment of an optionee with the Corporation shall be deemed
    to have terminated for all purposes of the Plan if such person
    is employed by or provides services to a person that is a
    subsidiary of the Corporation and such person ceases to be a
    subsidiary of the Corporation, unless the Committee determines
    otherwise; and(e)
    each stock option is personal to the optionee and is not
    assignable, except (i) as provided in Section 10(a),
    and (ii) at the election of the Board, a stock option may
    be assignable to the spouse, children and grandchildren of the
    original optionee and to a trust, partnership or limited
    liability company, the entire beneficial interest of which is
    held by one or more of the foregoing.      11.
    EXERCISE OF STOCK
    OPTIONS    12.
    ADJUSTMENTS  and/or
  13.
    MERGERS    14.
    CIRCUMSTANCES FOR
    ACCELERATED VESTING    MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  81




---



##### 



(a)
    Additional circumstances include:  (i)
    Upon a change of control the potential successor
    fails to assume the obligations with respect to each option or
    fails to convert or replace the options with equivalent
    options; or(ii)
    During the two-year period following the effective date of a
    change of control, the optionee is terminated without Cause (as
    defined below) or the optionee resigns employment for Good
    Reason (as defined below).  (b)
    For purposes of this Plan, a change of control of the
    Corporation shall be deemed to have occurred if any of the
    following occur, unless the Board adopts a plan after the
    Effective Date of this Plan that has a different definition (in
    which case such definition shall be applied), or the Committee
    decides to modify or amend the following definition through an
    amendment of this Plan:  (i)
    within any period of two consecutive years, individuals who at
    the beginning of such period constituted the Board and any new
    directors whose appointment by the Board or nomination for
    election by shareholders of the Corporation was approved by a
    vote of at least a majority of the directors then still in
    office who either were directors at the beginning of the period
    or whose appointment or nomination for election was previously
    so approved, cease for any reason to constitute a majority of
    the Board;(ii)
    there occurs an amalgamation, merger, consolidation,
    wind-up,
    reorganization or restructuring of the Corporation with or into
    any other entity, or a similar event or series of such events,
    other than any such event or series of events which results in
    securities of the surviving or consolidated corporation
    representing 50% or more of the combined voting power of the
    surviving or consolidated corporations then outstanding
    securities entitled to vote in the election of directors of the
    surviving or consolidated corporation being beneficially owned,
    directly or indirectly, by the persons who were the holders of
    the Corporations outstanding securities entitled to vote
    in the election of directors of the Corporation prior to such
    event or series of events in substantially the same proportions
    as their ownership immediately prior to such event of the
    Corporations then outstanding securities entitled to vote
    in the election of directors of the Corporation;(iii)
    50% or more of the fixed assets (based on book value as shown on
    the most recent available audited annual or unaudited quarterly
    consolidated financial statements) of the Corporation are sold
    or otherwise disposed of (by liquidation, dissolution, dividend
    or otherwise) in one transaction or series of transactions
    within any twelve month period;(iv)
    any party, including persons acting jointly or in concert with
    that party, becomes (through a take-over bid or otherwise) the
    beneficial owner, directly or indirectly, of securities of the
    Corporation representing 20% or more of the combined voting
    power of the Corporations then outstanding securities
    entitled to vote in the election of directors of the
    Corporation, unless in any particular situation the Board
    determines in advance of such event that such event shall not
    constitute a change of control; or(v)
    the Board approves
    and/or
    recommends that shareholders accept, approve or adopt any
    transaction that would constitute a change of control under
    clause (ii), (iii) or (iv) of this Section 14(b) and
    determines that the change of control resulting from such
    transaction will be deemed to have occurred as of a specified
    date earlier than the date under (ii), (iii) or (iv), as
    applicable.  (c)
    For purposes of this Plan, Cause means dishonest or
    willful misconduct or lack of good faith resulting in material
    harm to the Corporation, financial or otherwise.  (d)
    For purposes of this Plan, Good Reason means:  (i)
    a substantial diminution in the optionees authorities,
    duties, responsibilities, status (including offices, titles, and
    reporting requirements) from those in effect immediately prior
    to the change of control;(ii)
    the Corporation requires the optionee to be based at a location
    in excess of fifty (50) miles from the location of the
    optionees principal job location or office immediately
    prior to the change of control, except for required travel on
    Corporation business to an extent substantially consistent with
    the optionees business obligations immediately prior to
    the change of control;(iii)
    a reduction in the optionees base salary, or a substantial
    reduction in optionees target compensation under any
    incentive compensation plan, as in effect as of the date of the
    change of control;  MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  82




---



##### 



(iv)
    the failure to increase the optionees base salary in a
    manner consistent (both as to frequency and percentage increase)
    with practices in effect immediately prior to the change of
    control or with practices implemented subsequent to the change
    of control with respect to similarly positioned
    employees; or(v)
    the failure of the Corporation to continue in effect the
    optionees participation in the Corporations short-
    and long-tem incentive plans, stock option plans, and employee
    benefit and retirement plans, policies or practices, at a level
    substantially similar or superior to and on a basis consistent
    with the relative levels of participation of other
    similarly-positioned employees, as existed immediately prior to
    the change of control.  30-day
  15.
    RECOUPMENT
    POLICY    16.
    AMENDMENT OR
    DISCONTINUANCE OF THIS PLAN    17.
    EVIDENCE OF STOCK
    OPTIONS    18.
    WITHHOLDING    MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  83




---



##### 



Appendix D
    Shareholder Proposal      Proposal
  RESOLVED, that shareholders of Potash
    Corporation of Saskatchewan Inc. urge the board of directors to
    adopt a policy that Potash Corporation of Saskatchewan
    Inc.s shareholders be given the opportunity at each annual
    meeting of shareholders to vote on an advisory resolution, to be
    proposed by Potash Corporation of Saskatchewan Inc.s
    management, to ratify the compensation of the Named Executive
    Officers set forth in the proxy statement. The proposal
    submitted to shareholders should ensure that shareholders
    understand that the vote is non-binding and would not affect any
    compensation paid or awarded to any Named Executive Officer.
  SUPPORTING
    STATEMENT:
  Ever-improving executive compensation disclosure allows
    shareholders to become better informed with respect to the
    amounts to be paid to executives, the circumstances under which
    payments will be made, and the reasons for specific decisions
    about compensation structure. However disclosure, no matter how
    detailed, does not allow shareholders to provide any input on
    the decisions that have been made.
  Shareholders are seeking assurance that directors are making
    serious efforts to ensure that executive compensation is linked
    to corporate performance. Many are also concerned about the
    arrangements made with executives under pension schemes and
    severance packages. An advisory vote will provide shareholders
    with an opportunity to register their views on all elements of
    executive compensation.
  For many years, shareholders of Canadian Issuers have had the
    opportunity to consider and vote on the adoption of stock-based
    compensation plans and many types of amendments made to them
    after they are adopted. Most other elements of executive
    compensation are not subject to a direct shareholder vote.
  Currently, shareholders who do not support some or all
    aspects of the corporations executive compensation package
    can only register this view through the relatively imprecise
    methods of withholding votes from the entire board or the
    directors on the compensation committee. An advisory vote will
    allow shareholders to clearly express their views of executive
    compensation by voting on the matter directly.
  An advisory vote on compensation was introduced in the United
    Kingdom in 2002. According to research compiled by Deloitte, in
    reported vote results from U.K. shareholder meetings held
    between 2002 and 2007, only 64 of 593 companies indicated
    that more than 20% of shareholders did not support the
    directors executive compensation report. Yet significant
    positive changes to executive compensation have been noted.
    According to corporate governance expert Stephen Davis,
    Deloitte & Touche found that there has been a
    significant increase in the amount of total incentive pay
    with meaningful performance conditions attached in
    the advent of the institution of the advisory vote In the
    U.K.*
  The Institution of an advisory vote on executive compensation
    implicitly acknowledges the expertise of the directors charged
    with making decisions regarding compensatory matters while
    allowing shareholders to provide Issuers with their views of
    those decisions.
    *Stephen Davis, Does
    Say on Pay Work?, Policy Briefing No. 1,
    Millstein Centre for Corporate Governance and Performance, Yale
    School of Management, 2007, p. 10.
   MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  84




---



##### 



THE BOARD
    RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST THE PROPOSAL FOR
    THE FOLLOWING REASONS:
                MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  85




---



##### 



The Board
    recommends that shareholders vote AGAINST this
    proposal.
  MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  86




---



##### 



Appendix E
    Board of Directors Charter  1.
    PURPOSE AND
    ROLE        2.
    COMPOSITION    3.
    MEETINGS        4.
    CHAIR    5.
    RESPONSIBILITIES    
    Overseeing and approving on an ongoing basis the
    Corporations business strategy and strategic planning
    process;
    Selection of the management;
    Setting goals and standards for management, monitoring their
    performance and taking corrective action where necessary;
    Approving policies, procedures and systems for implementing
    strategy, managing risk, and ensuring the integrity of the
    Corporations internal control and management information
    systems;
    Adopting a communications policy and reporting to shareholders
    on the performance of the business;
    Approval and completion of routine legal requirements.  MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  87




---



##### 



5.1
    Strategy
    Determination  (a)
    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 the associated risks, and the
    strategy by which it proposes to reach those goals and mitigate
    such risks. The Board shall adopt a strategic planning process
    and shall approve, on an annual basis, a strategic plan which
    takes into account, among other things, the opportunities and
    risks of the business.(b)
    The Board has the responsibility to ensure congruence between
    shareholder expectations, company plans and management
    performance.  5.2
    Selection of the
    Management  (a)
    The Board retains the responsibility for managing its own
    affairs, including planning its composition, selecting its
    Chair, nominating candidates for election to the Board,
    appointing Committees and determining Director compensation.(b)
    The Board has the responsibility for the appointment and
    replacement of a Chief Executive Officer (CEO) of
    the Corporation, for monitoring CEO performance, determining CEO
    compensation, and providing advice and counsel in the execution
    of the CEOs duties.  (c)
    The Board has the responsibility for approving the appointment
    and remuneration of all corporate officers, acting upon the
    advice of the CEO.  (d)
    The Board has the responsibility for, to the extent feasible,
    satisfying itself as to the integrity of the CEO and the other
    executive officers and that the CEO and other executive officers
    create a culture of integrity throughout the Corporation.(e)
    The Board has the responsibility for ensuring that adequate
    provision has been made for management succession (including
    appointing, training and monitoring senior management).  5.3
    Monitoring and
    Acting  (a)
    The Board has the responsibility for monitoring the
    Corporations progress towards its goals, and revising and
    altering its direction in light of changing circumstances.(b)
    The Board has the responsibility for taking action when
    performance falls short of its goals or when other special
    circumstances (for example mergers and acquisitions or changes
    in control) warrant it.  5.4
    Policies and
    Procedures  (a)
    The Board has the responsibility for developing the
    Corporations approach to corporate governance, including
    developing a set of corporate governance principles and
    guidelines that are specifically applicable to the Corporation.(b)
    The Board has the responsibility for approving and monitoring
    compliance with all significant policies, procedures and
    internal control and management systems by which the Corporation
    is operated.  (c)
    The Board has responsibility for ensuring that the Corporation
    operates at all times within applicable laws and regulations,
    and to high ethical and moral standards.  5.5
    Reporting to
    Shareholders  (a)
    The Board has the responsibility for adopting a communications
    policy for the Corporation, including adopting measures for
    receiving feedback from stakeholders.(b)
    The Board has the responsibility for ensuring that the financial
    performance of the Corporation is reported to shareholders on a
    timely, regular and non-selective basis.  (c)
    The Board has the responsibility for ensuring that the financial
    results are reported fairly, and in accordance with generally
    accepted accounting principles.  MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  88




---



##### 



(d)
    The Board has the responsibility for timely and non-selective
    reporting of any other developments that have a significant and
    material impact on the value of the shareholders assets.(e)
    The Board has the responsibility for reporting annually to
    shareholders on its stewardship for the preceding year.(f)
    The Board has the responsibility for approving any payment of
    dividends to shareholders.  5.6
    Legal
    Requirements  (a)
    The Board is responsible for ensuring that legal requirements,
    documents and records have been properly prepared, approved and
    maintained.  5.7
    Other  (a)
    On an annual basis, this Board Charter shall be reviewed and
    assessed, and any proposed changes shall be submitted to the
    Board for consideration.(b)
    Any security holder may contact the Board by email or by writing
    to the Board
    c/o the
    Corporate Secretary. Matters relating to the Corporations
    accounting, internal accounting controls or auditing matters
    will be referred to the Audit Committee. Other matters will be
    referred to the Board Chair.  MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  89




---



##### 



Appendix F
    Audit Committee Charter  1.
    PURPOSE  1.1.
    The Audit Committee (the Committee) is a standing
    committee of the Board of Directors of Potash Corporation of
    Saskatchewan Inc. (the Corporation). Its purpose is
    to assist the Board of Directors in fulfilling its oversight
    responsibilities for (i) the integrity of the
    Corporations financial statements, (ii) the
    Corporations compliance with legal and regulatory
    requirements,(iii) the qualifications and independence of the
    auditors of the Corporation (the external auditors),
    and (iv) the performance of the Corporations internal
    audit function and external auditors. The Committee will also
    prepare the report that is, under applicable legislation and
    regulation, required to be included in the Corporations
    annual proxy statement and circular.  2.
    AUTHORITY  2.1.
    The Committee has authority to conduct or authorize
    investigations into any matter within its scope of
    responsibility. It is empowered to:  (a)
    Determine the public accounting firm to be recommended to the
    Corporations shareholders for appointment as external
    auditors, and, subject to applicable law, be directly
    responsible for the compensation and oversight of the work of
    the external auditors. The external auditors will report
    directly to the Committee.(b)
    Resolve any disagreements between management and the external
    auditors regarding financial reporting.(c)
    Pre-approve all auditing and permitted non-audit services
    performed by the Corporations external auditors.(d)
    Retain independent counsel, accountants, or others to advise the
    Committee or assist in its duties.(e)
    Seek any information it requires from employees  all
    of whom are directed to cooperate with the Committees
    requests  or external parties.(f)
    Meet with the Corporations officers, external auditors or
    outside counsel, as necessary.(g)
    Delegate authority, to the extent permitted by applicable
    legislation and regulation, to one or more designated members of
    the Committee, including the authority to pre-approve all
    auditing and permitted non-audit services, providing that such
    decisions are presented to the full Committee at its next
    scheduled meeting.  3.
    COMPOSITION  3.1.
    The Committee shall consist of at least three and no more than
    six members of the Board of Directors.3.2.
    The Corporate Governance and Nominating Committee will recommend
    to the Board of Directors members for appointment to the
    Committee and the Chair of the Committee. Only independent
    Directors shall be entitled to vote on any Board resolution
    approving such recommendations.3.3.
    If and whenever a vacancy shall exist on the Committee, the
    remaining members may exercise all its powers so long as a
    quorum remains in office.3.4.
    Each Committee member shall be independent according to the
    independence standards established by the Board of Directors,
    and all applicable corporate and securities laws and stock
    exchange listing standards.3.5.
    Each Committee member will also be financially literate. At
    least one member shall be designated as the financial
    expert, as defined by applicable legislation and
    regulation. No Committee member shall simultaneously serve on
    the audit committees of more than two other public companies.  MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  90




---



##### 



4.
    MEETINGS  4.1.
    A majority of the members of the Committee shall constitute a
    quorum. All determinations of the Committee shall be made by a
    majority of its members present at a meeting duly called and
    held. All Committee members are expected to attend each meeting,
    in person or via tele- or video-conference. Any decision or
    determination of the Committee reduced to writing and signed by
    all of the members of the Committee shall be fully as effective
    as if it had been made at a meeting duly called and held.

4.2.
    The Committee will meet at least once each fiscal quarter, with
    authority to convene additional meetings, as circumstances
    require. The Committee will invite other members of the Board of
    Directors, members of management, internal auditors or others to
    attend meetings and provide pertinent information, as necessary.
    External auditors shall be entitled to receive notice of every
    meeting of the Committee and to attend and be heard thereat. The
    Committee will meet separately, periodically, with management,
    with internal audit and with external auditors. The Committee
    will also meet periodically in camera. Meeting agendas
    will be prepared and provided in advance to members, along with
    appropriate briefing materials.4.3.
    The time at which and place where the meetings of the Committee
    shall be held and the calling of meetings and the procedure in
    all things at such meetings shall be determined by the
    Committee; provided that meetings of the Committee shall be
    convened whenever requested by the external auditors or any
    member of the Committee in accordance with the Canada
    Business Corporations Act(the CBCA). Following
    a Committee meeting, the Committee Chair shall report on the
    Committees activities to the Board of Directors at the
    next Board of Directors meeting. The Committee shall keep and
    approve minutes of its meetings in which shall be recorded all
    action taken by it, which minutes shall be available as soon as
    practicable to the Board of Directors.  5.
    CHAIR  5.1.
    The Chair of the Committee shall have the duties and
    responsibilities set forth in Appendix A.  6.
    RESPONSIBILITIES    6.1.
    Financial Statements  (a)
    Review significant accounting and reporting issues and
    understand their impact on the financial statements. These
    issues include:  (i)
    complex or unusual transactions and highly judgmental areas;(ii)
    major issues regarding accounting principles and financial
    statement presentations, including any significant changes in
    the Corporations selection or application of accounting
    principles; and(iii)
    the effect of regulatory and accounting initiatives, as well as
    off-balance sheet structures, on the financial statements of the
    Corporation.  (b)
    Review analyses prepared by management
    and/or the
    external auditors, setting forth significant financial reporting
    issues and judgments made in connection with the preparation of
    the financial statements, including analyses of the effects of
    alternative GAAP methods on the financial statements.(c)
    Review both U.S. GAAP and Canadian GAAP issues and any
    reconciliation issues from Canadian GAAP to U.S. GAAP.(d)
    Review with management and the external auditors the results of
    the audit, including any difficulties encountered. This review
    will include any restrictions on the scope of the external
    auditors activities or on access to requested information,
    and the resolution of any significant disagreements with
    management.(e)
    Review and discuss the annual audited financial statements and
    quarterly financial statements with management and the external
    auditors, including the Corporations disclosures under
    Managements  MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  91




---



##### 



Discussion and Analysis of Financial Condition and Results of
    Operations (MD&A), including the
    discussion of critical accounting estimates included therein.  (f)
    Review and discuss the unaudited annual financial statements
    prior to the Corporations year-end earnings release.(g)
    Review the annual financial statements and MD&A and make a
    determination whether to recommend their approval by the Board
    of Directors.(h)
    Approve the quarterly financial statements and MD&A prior
    to their release.(i)
    Review disclosures made by the Chief Executive Officer and the
    Chief Financial Officer during the
    Forms 10-K
    and 10-Q
    certification process about significant deficiencies or material
    weaknesses in the design or operation of internal controls or
    any fraud that involves management or other employees who have a
    significant role in the Corporations internal controls.(j)
    Review and discuss earnings press releases prior to their
    release (particularly use of pro forma information
    or other non-GAAP financial measures), as well as financial
    information and earnings guidance provided externally, including
    to analysts and rating agencies.(k)
    Review managements internal control report and the related
    attestation by the external auditors of the Corporations
    internal controls over financial reporting.  6.2.
    Internal Control  (a)
    Consider the effectiveness of the Corporations internal
    control system, including information technology security and
    control.(b)
    Understand the scope of internal audits and external
    auditors review of internal control over financial
    reporting, and obtain reports on significant findings and
    recommendations, together with managements responses.(c)
    Review external auditors management letters and
    managements responses to such letters.(d)
    As requested by the Board of Directors, discuss with management,
    internal audit and the external auditors the Corporations
    major risk exposures (whether financial, operational or
    otherwise), the adequacy and effectiveness of the accounting and
    financial controls, and the steps management has taken to
    monitor and control such exposures.(e)
    Annually review the Corporations disclosure controls and
    procedures, including any significant deficiencies in, or
    material non-compliance with, such controls and procedures.(f)
    Discuss with the Chief Financial Officer and, as is in the
    Committees opinion appropriate, the Chief Executive
    Officer, all elements of the certification required pursuant to
    Sections 302 and 906 of the Sarbanes-Oxley Act.  6.3.
    Internal Audit  (a)
    Review with management, the external auditors and internal audit
    the charter, plans, activities, staffing and organizational
    structure of the internal audit function.(b)
    Ensure there are no unjustified restrictions or limitations on
    the functioning of the internal audit department, and review and
    concur in the appointment, replacement, or dismissal of the Vice
    President, Internal Audit.(c)
    Review the effectiveness of the internal audit function,
    including compliance with The Institute of Internal
    Auditors Standards for the Professional Practice of
    Internal Auditing.(d)
    On a regular basis, meet separately with the Vice President,
    Internal Audit to discuss any matters that the Committee or the
    Vice President, Internal Audit believes should be discussed
    privately.  6.4.
    External Audit  (a)
    Review the external auditors proposed audit scope and
    approach, (including coordination of audit effort with internal
    audit) and budget.  MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  92




---



##### 



(b)
    Oversee the work and review the performance of the external
    auditors, and make recommendations to the Board regarding the
    appointment or discharge of the external auditors. In performing
    this oversight and review, the Committee will:  (i)
    At least annually, obtain and review a report by the external
    auditors describing (A) the external auditors
    internal quality control procedures; (B) any material
    issues raised by the most recent internal quality control
    review, or peer review, of the external auditors, or by any
    inquiry or investigation by governmental or professional
    authorities, within the preceding five years, respecting one or
    more independent audits carried out by the external auditors,
    and any steps taken to deal with any such issues; and (C) (to
    assess the auditors independence) all relationships
    between the external auditors and the Corporation.(ii)
    Take into account the opinions of management and internal audit.(iii)
    Review and evaluate the lead partner of the external auditors.  (c)
    On an annual basis receive and review from the external auditors
    a report on items required to be communicated to the Committee
    by applicable rules and regulations.(d)
    Ensure the rotation of the lead audit partner every five years
    and other audit partners every seven years, and consider whether
    there should be regular rotation of the audit firm itself.(e)
    Present its conclusions with respect to the external auditors to
    the full Board of Directors.(f)
    Set clear hiring policies for employees or former employees of
    the present or former external auditors.(g)
    On a regular basis, meet separately with the external auditors
    to discuss any matters that the Committee or external auditors
    believe should be discussed privately.  6.5.
    Compliance  (a)
    Review the effectiveness of the system for monitoring compliance
    with laws and regulations and the results of managements
    investigation and
    follow-up
    (including disciplinary action) of any instances of
    non-compliance.(b)
    Establish procedures for: (i) the receipt, retention and
    treatment of complaints received by the Corporation regarding
    accounting, internal accounting controls or auditing matters;
    and (ii) the confidential, anonymous submission by
    employees of the Corporation of concerns regarding questionable
    accounting or auditing matters.(c)
    Review the findings of any examinations by regulatory agencies,
    and any external auditors observations made regarding those
    findings.(d)
    Review the process for communicating the Core Values and Code of
    Conduct to Corporation personnel, and for monitoring compliance
    therewith.(e)
    Obtain regular updates from management and Corporation legal
    counsel regarding compliance matters.  6.6.
    Reporting Responsibilities  (a)
    Regularly report to the Board of Directors about Committee
    activities and issues that arise with respect to the quality or
    integrity of the Corporations financial statements, the
    Corporations compliance with legal or regulatory
    requirements, the performance and independence of the
    Corporations external auditors, and the performance of the
    internal audit function.(b)
    Provide an open avenue of communication between internal audit,
    the external auditors, and the Board of Directors.(c)
    Report annually to shareholders, describing the Committees
    composition, responsibilities and how they were discharged, and
    any other information required by applicable legislation or
    regulation, including approval of non-audit services.(d)
    Review any other reports the Corporation issues that relate to
    Committee responsibilities.  MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  93




---



##### 



6.7.
    Other Responsibilities  (a)
    Discuss with management the Corporations major policies
    with respect to risk assessment and risk management.(b)
    Perform other activities related to this Committee Charter as
    requested by the Board of Directors.  (c)
    Institute and oversee special investigations as needed.  (d)
    Ensure appropriate disclosure of this Committee Charter as may
    be required by applicable legislation or regulation.(e)
    Confirm annually that all responsibilities outlined in this
    Committee Charter have been carried out.(f)
    Receive and review, at least quarterly, a report prepared by the
    Corporations Natural Gas Hedging Committee and, if the
    Corporations hedged position is outside approved
    guidelines, determine the reasons for the deviation and any
    action which will be taken as a result.(g)
    Annually review the Corporations natural gas hedging
    policy.(h)
    Receive and review, at least annually and in conjunction with
    the Compensation Committee, a report on pension plan governance
    including a fund review and retirement plan accruals.  7.
    FUNDING  7.1.
    The Corporation shall provide for appropriate funding, as
    determined by the Committee, for (i) compensation to the
    external auditors for the purpose of preparing or issuing an
    audit report or performing other audit review or attest services
    as pre-approved by the Committee; (ii) compensation to any
    outside experts employed by the Committee; and
    (iii) ordinary administrative expenses of the Committee
    that are necessary or appropriate in carrying out its duties.  8.
    OTHER  8.1.
    The Committee shall conduct an evaluation of the
    Committees performance and this Audit Committee Charter,
    including Appendix A attached hereto, at least
    annually, and recommend to the Board of Directors such Committee
    Charter changes as the Committee deems appropriate.8.2.
    Authority to make minor technical amendments to this Committee
    Charter is hereby delegated to the Secretary of the Corporation
    who will report any amendments to the Board of Directors at its
    next meeting.  APPENDIX
    A
    POTASH CORPORATION OF SASKATCHEWAN INC.
    Audit Committee Chair Position Description
    1.
    Provide overall leadership to facilitate the effective
    functioning of the Committee, including:  (a)
    overseeing the structure, composition, membership and activities
    delegated to the Committee;(b)
    chairing every meeting of the Committee and encouraging free and
    open discussion at meetings of the Committee;  (c)
    scheduling and setting the agenda for Committee meetings with
    input from other Committee members, the Chair of the Board of
    Directors and management as appropriate;  (d)
    facilitating the timely, accurate and proper flow of information
    to and from the Committee;(e)
    arranging for management, internal and external auditors and
    others to attend and present at Committee meetings as
    appropriate;(f)
    arranging sufficient time during Committee meetings to fully
    discuss agenda items;  MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  94




---



##### 



(g)
    encouraging Committee members to ask questions and express
    viewpoints during meetings; and(h)
    taking all other reasonable steps to ensure that the
    responsibilities and duties of the Committee, as outlined in its
    Charter, are well understood by the Committee members and
    executed as effectively as possible.  2.
    Foster ethical and responsible decision making by the Committee
    and its individual members.3.
    Encourage the Committee to meet in separate, regularly
    scheduled, non-management, closed sessions with the internal
    auditor and the independent auditors.4.
    Following each meeting of the Committee, report to the Board of
    Directors on the activities, findings and any recommendations of
    the Committee.5.
    Carry out such other duties as may reasonably be requested by
    the Board of Directors.  MANAGEMENT PROXY
    CIRCULAR ï Appendices

Page  95




---



##### 



(POTASH CORPORATION OF SASKATCHEWAN INC. LOGO)

Potash Corporation
    of Saskatchewan Inc.

Proxy   For use at the Annual and Special
    Meeting
 of Shareholders to be held on
    May 7, 2009.


THIS PROXY IS SOLICITED ON BEHALF
    OF MANAGEMENT OF THE CORPORATION.
  The undersigned holder of common
    shares (Shares) of Potash Corporation of
    Saskatchewan Inc. (the Corporation) hereby appoints
    Dallas J. Howe, Board Chair, or failing him, William J. Doyle,
    President and Chief Executive Officer, or failing him, Wayne R.
    Brownlee, Executive Vice President, Treasurer and Chief
    Financial Officer, or failing him, Joseph A. Podwika, 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:
  Thursday, the
    7th  day

    of May, 2009 (the Meeting)
 10:30 a.m. (local time)
 Grand Salon, TCU Place
 35 
    22nd

    Street East
 Saskatoon, Saskatchewan, Canada
  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, FOR the resolution
    (attached as Appendix B to the accompanying Management
    Proxy Circular) approving the adoption of a new performance  
   option plan, the full text of
    which is attached as Appendix C to the accompanying
    Management Proxy Circular and AGAINST the shareholder proposal
    (attached as Appendix D to the accompanying Management
    Proxy Circular). This proxy confers authority to vote in the
    proxyholders discretion with respect to amendments to
    matters identified in the accompanying Notice of Meeting and
    with respect to other matters that may properly come before the
    Meeting.  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.4.
    Reference is made to the
    accompanying Management Proxy Circular of the Corporation for
    further information regarding the completion and use of this
    proxy and other information pertaining to the Meeting.  Without limiting the general powers
    hereby conferred, the Shares represented by this proxy are to be:
 1.

Voted FOR, or WITHHELD FROM VOTING, the nominees for directors
    listed below.For

Withhold



For

Withhold(01) C. M. Burley

o

o

(07) K. G. Martell

o

o(02) W. J. Doyle

o

o

(08) J. J. McCaig

o

o(03) J. W. Estey

o

o

(09) M. Mogford

o

o(04) C. S. Hoffman

o

o

(10) P. J. Schoenhals

o

o(05) D. J. Howe

o

o

(11) E. R. Stromberg

o

o(06) A. D. Laberge

o

o

(12) E. Viyella de Paliza

o

o   For

Withhold2.

Voted FOR, or WITHHELD FROM VOTING, on the appointment of
    Deloitte & Touche LLP as auditors of the Corporation.

o

oFor

Against3.

Voted FOR or AGAINST the resolution (attached as Appendix B
    to the accompanying Management Proxy Circular) approving the
    adoption of a new performance option plan, the full text of
    which is attached as Appendix C to the accompanying
    Management Proxy Circular.

o

oFor

Against4.

Voted FOR or AGAINST the shareholder proposal (attached as
    Appendix D to the accompanying Management Proxy Circular).

o

o     Dated the
    ­
    ­ day
    of
    ­
    ­ 
    2009.
  Name of Shareholder

Signature of Shareholder