Exhibit 99(a)

MAY 6, 2010
Annual and Special Meeting
Potash Corporation of Saskatchewan Inc. Notice of Annual and Special Meeting of Shareholders and Management Proxy Circular

Potash Corporation of Saskatchewan Inc.

February 19, 2010

Dear Shareholder:

You are cordially invited to attend the 2010 Annual and Special Meeting of Shareholders which will take place on May 6, 2010 at 10:30 a.m. (local time) in the Grand Salon of TCU Place, 35 — 22^nd Street East, Saskatoon, Saskatchewan, Canada. The Annual and Special Meeting provides us with an opportunity to discuss matters of general interest to PotashCorp’s shareholders and we look forward to your attendance in person or by proxy at the meeting.

The attached Notice of Annual and Special Meeting and Management Proxy Circular contains details of the business to be conducted at the meeting and provides information with respect to PotashCorp’s executive compensation and our governance practices and principles. Please take the time to review this circular and provide your vote on the business items of the meeting. Your vote and participation are very important.

If you are unable to attend the meeting in person, you can vote by telephone, via the Internet or by completing and returning the enclosed proxy. Please refer to the “Questions and Answers on Voting and Proxies” section of the accompanying Management Proxy Circular for further information.

We will also webcast the meeting at www.potashcorp.com. We encourage you to visit our website at any time before the meeting as it provides useful information about our company.

We look forward to seeing you on May 6, 2010.

Sincerely,
D. J. HOWE	W. J. DOYLE
Board Chair	President and Chief Executive Officer

Notice of Annual and Special Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the “Meeting”) of shareholders of Potash Corporation of Saskatchewan Inc. (the “Corporation”), a corporation organized under the laws of Canada, will be held on:

May 6, 2010
10:30 a.m. (local time)
Grand Salon, TCU Place
35 — 22^nd Street East
Saskatoon, Saskatchewan, Canada

for the following purposes:

1.	to receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2009 and the report of the auditors thereon;
2.	to elect the Board of Directors for 2010;
3.	to appoint auditors for 2010;
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 and approve, on an advisory basis, a resolution (the full text of which is reproduced in Appendix D to the accompanying Management Proxy Circular) accepting the Corporation’s approach to executive compensation; and
6.	to transact such other business as may properly come before the Meeting or any adjournments thereof.

DATED at Saskatoon, Saskatchewan this 19^th day of February, 2010.

BY ORDER OF THE BOARD OF DIRECTORS

 
JOSEPH A. PODWIKA
Secretary

POTASH CORPORATION OF SASKATCHEWAN INC.

SUITE 500, 122 – 1^st AVENUE SOUTH, SASKATOON, SK CANADA S7K 7G3

Management Proxy Circular

Table of Contents

	Page
Questions and Answers on Voting and Proxies		1
Business of the Meeting		4
Board of Directors		5
Appointment of Auditors and Report of Audit Committee		20
Adoption of 2010 Performance Option Plan		26
Corporate Governance		30
Compensation		36
Ownership of Shares		71
Directors’ and Officers’ Liability Insurance		72
Voting Shares		72
2011 Shareholder Proposals		72
Additional Information		72
Directors’ Approval		72
Appendices		73
Appendix A — Disclosure of Corporate Governance Practices		74
Appendix B — Resolution of Shareholders — 2010 Performance Option Plan		79
Appendix C — 2010 Performance Option Plan		80
Appendix D — Advisory Vote on Executive Compensation		86
Appendix E — Board of Directors Charter		87
Appendix F — Audit Committee Charter		90
Appendix G — Compensation Committee Annual Work Plan		96
Appendix H — Additional Survey Participants		98

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?

Georgeson Shareholder Communications Canada, Inc., the Corporation’s proxy solicitation agent, at 1-866-425-8527, for service in English and in French.

2.  Who is soliciting my proxy?

The management of the Corporation. Solicitation of proxies will be primarily by mail, supplemented by telephone or other contact by employees of the Corporation (who will receive no additional compensation), and all such costs will be borne by the Corporation. We have retained the services of Georgeson for the solicitation of proxies in Canada and in the United States. Georgeson’s services are estimated to cost $28,000.

3.  On what am I voting?

Four items:

(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)	an advisory vote on executive compensation.

The Corporation’s Board of Directors and management recommend that you vote FOR items (1), (2), (3) and (4).

4.  Who is entitled to vote?

Common shareholders as at the close of business on March 11, 2010 (the “Record Date”) or their duly appointed representatives will be entitled to cast a vote.

As at February 19, 2010, 296,099,375 common shares in the capital of the Corporation (the “Shares”) are entitled to be voted at the Meeting.

To the knowledge of the Corporation’s directors and officers, no person or company owns or exercises control or direction over more than 10% of the outstanding Shares.

5.  By when must I vote?

This will depend on the manner in which you will be voting:

(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 4, 2010.
(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.

Please note that Items 6 to 10 below are only applicable to Registered Shareholders. Non-Registered (or beneficial) Shareholders should refer to Item 11 for further information on voting.

6.  How do I vote if I am a Registered Shareholder?

You are a Registered Shareholder if your name appears on your share certificate. The enclosed proxy form indicates whether you are a Registered Shareholder.

You can vote your Shares by proxy or in person at the Meeting if you are a Registered Shareholder:

(1)  By Proxy

There are four ways that you can vote by proxy:

(a)  By Telephone

Call 1-866-271-1207 from your touch-tone phone and follow the instructions (only available to Registered Shareholders resident in Canada or the United States).

QUESTIONS AND ANSWERS ON VOTING AND PROXIES Page  1

You will need the control number located on the enclosed proxy form. You do not need to return your proxy form.

(b)  On the Internet

Go to www.eproxyvoting.com/potash and follow the instructions on screen.

You will need the control number located on the enclosed proxy form. You do not need to return your proxy form.

At any time, CIBC Mellon may cease to provide telephone and Internet voting, in which case shareholders can elect to vote by mail, by fax or by attending the Meeting in person, as described below.

(c)  By Mail

By completing, dating and signing the enclosed proxy form and returning same in the envelope provided.

(d)  By Fax

By completing, dating and signing the enclosed proxy form and forwarding same by fax to 1-866-781-3111 (toll-free within Canada and the United States) or 1-416-368-2502 (from any country other than Canada and the United States).

If your Shares are not registered in your name (e.g. if they are held through a bank, trust company, securities broker or other nominee), do not use the above fax number as it is reserved for Registered Shareholders. Instead, use the fax numbers, if any, provided by your nominee. See Item 11(1).

(2)  By Attending the Meeting in Person

If you wish to vote in person at the Meeting, do not complete or return the proxy form.

7.  What if I sign the proxy form as described in this Management Proxy Circular?

Signing the proxy form gives authority to Mr. Dallas J. Howe, Mr. William J. Doyle, Mr. Wayne R. Brownlee or Mr. Joseph A. Podwika, all of whom are either directors or officers of the Corporation, to vote your Shares at the Meeting in accordance with your voting instructions.

A proxy must be in writing and must be executed by you or by your attorney authorized in writing or, if the shareholder is a corporation or other legal entity, by an officer or attorney thereof duly authorized. A proxy may also be completed over the telephone or over the Internet. See Items 6(1)(a) and (b).

8.  Can I appoint someone other than these people to vote my Shares?

Yes. 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. If you wish to do so, please strike out those four printed names appearing on the proxy form, and insert the name of your chosen proxyholder in the space provided thereon.

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?

The persons named in the proxy form must vote or withhold from voting your Shares in accordance with your instructions on the proxy form. In the absence of such instructions, however, your Shares will be voted FOR the election to the Corporation’s Board of Directors of the nominees as described in this Management Proxy Circular and on the proxy form, FOR the appointment of Deloitte & Touche LLP as auditors until the close of the next annual meeting, FOR the resolution authorizing the Corporation to implement a new performance option plan, FOR the resolution relating to the advisory vote on executive compensation and FOR management’s proposals generally.

10.  If I change my mind, can I take back my proxy once I have given it?

Yes. A shareholder who has voted by proxy may revoke it by voting again in any manner (telephone, Internet, mail or fax). In addition, you may revoke a voted proxy by depositing an instrument in writing (which includes another proxy form with a later date) executed by you or by your attorney authorized in writing with our Corporate Secretary at Suite 500, 122 — 1^st Avenue South, Saskatoon, Saskatchewan, Canada, S7K 7G3, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment or postponement thereof or by depositing it with the Meeting chair on the day of the Meeting, or any adjournment or postponement thereof. You may

QUESTIONS AND ANSWERS ON VOTING AND PROXIES Page  2

also revoke a proxy in any other manner permitted by law.

Note that your participation in person in a vote by ballot at the Meeting will automatically revoke any proxy previously given by you in respect of business covered by that vote.

11.  How do I vote if I am a Non-Registered (or beneficial) Shareholder?

You are a Non-Registered (or beneficial) Shareholder if your Shares are held through a bank, trust company, securities broker or other nominee.

For most of you, the proxy form or the request for voting instructions sent or to be sent by your nominee indicates whether you are a Non-Registered (or beneficial) Shareholder.

There are two ways that you can vote your Shares if you are a Non-Registered (or beneficial) Shareholder:

(1)  By Providing Voting Instructions to Your Nominee

Your nominee is required to seek voting instructions from you in advance of the Meeting. Accordingly, you will receive, or have already received, from your nominee either a request for voting instructions or a proxy form for the number of Shares you hold.

Every nominee has its own procedures which should be carefully followed by Non-Registered (or beneficial) Shareholders to ensure that their Shares are voted at the Meeting. These procedures generally allow voting by telephone, on the Internet, by mail or by fax. Please contact your nominee for instructions in this regard.

If your Shares are not registered in your name, do not use the fax number in 6(d) as this number is reserved for Registered Shareholders.

(2)  By Attending the Meeting in Person

If you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or proxy form to appoint yourself as proxyholder and follow the instructions of your nominee.

Non-Registered (or beneficial) Shareholders who instruct their nominee to appoint themselves as proxyholders should, at the Meeting, present themselves to a representative of CIBC Mellon at the table identified as “Beneficial Shareholders”. Do not otherwise complete the form sent to you as your vote will be taken and counted at the Meeting.

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.

As of the date of this Management Proxy Circular, our management knows of no such amendment, variation or other matter expected to come before the Meeting. If any other matters properly come before the Meeting, the persons named in the proxy form will vote on them in accordance with their best judgment.

13.  How will the votes be counted?

All matters to be considered at the Meeting will each be determined by a majority of votes cast at the Meeting by proxy or in person. In the event of equal votes, the Meeting chair is entitled to a second or casting vote.

14.  How can I contact the transfer agent?

You can contact the transfer agent as follows:

By mail:

CIBC Mellon Trust Company
P.O. Box 7010
Adelaide Street Postal Station
Toronto, Ontario, Canada M5C 2W9

By telephone:

1-800-387-0825 (toll-free within Canada and the United States)
or 1-416-643-5500 (from any country other than Canada and the United States)

By fax:

1-416-643-5501 (all countries)

Through the internet:

www.cibcmellon.com

Except as otherwise stated, the information contained herein is given as of February 19, 2010.

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

QUESTIONS AND ANSWERS ON VOTING AND PROXIES Page  3

Business of the Meeting

Financial Statements

The Consolidated Financial Statements for the fiscal year ended December 31, 2009 are included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed with the U.S. Securities and Exchange Commission (“SEC”) and the Canadian securities regulatory authorities.

Nominees for Election to the Board of Directors

The 12 nominees proposed for election as directors of the Corporation are listed beginning on page 6. All nominees have established their eligibility and willingness to serve as directors. Directors will hold office until the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed.

Unless otherwise instructed, the persons designated in the form of proxy intend to vote for the election of the nominees listed beginning on page 6. If, for any reason, at the time of the Meeting any of the nominees are unable to serve, it is intended that the persons designated in the form of proxy will vote in their discretion for a substitute nominee or nominees.

Appointment of Auditors

Proxies solicited hereby will be voted to reappoint the firm of Deloitte & Touche LLP, the present auditors of the Corporation, as auditors of the Corporation to hold office until the next annual meeting of shareholders of the Corporation.

Unless otherwise instructed, the persons designated in the form of proxy intend to vote to reappoint Deloitte & Touche LLP as auditors of the Corporation.

Adoption of 2010 Performance Option Plan

At the Meeting, shareholders will be asked to consider and, if deemed appropriate, adopt, with or without variation, a resolution (the full text of which is reproduced as Appendix B to this Management Proxy Circular) authorizing the Corporation to implement a new performance option plan, which is attached as Appendix C to this Management Proxy Circular.

Unless otherwise instructed, the persons designated in the form of proxy intend to vote for the resolution to approve the new performance option plan.

Advisory Vote on Executive Compensation

At the Meeting, shareholders will be asked to consider and approve, on an advisory basis, a resolution (the full text of which is reproduced in Appendix D to this Management Proxy Circular) accepting the Corporation’s approach to executive compensation disclosed in this Management Proxy Circular.

Unless otherwise instructed, the persons designated in the form of proxy intend to vote for the advisory resolution on executive compensation.

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Board of Directors

•  In connection with the Board’s responsibility for executive compensation, an advisory vote on executive compensation is being held for the first time in 2010.

•  Under the oversight of the Board, PotashCorp won multiple awards in 2009 for its corporate reporting. At the Corporate Reporting Awards presented by the Chartered Accountants of Canada, PotashCorp captured five awards, including the prestigious 2009 Overall Award of Excellence for Corporate Reporting. In the prominent IR Magazine Canada Awards, PotashCorp won awards for overall Best Annual Report in Canada and Best Investor Relations in the Mining Sector.

Nominees

The 12 directors being nominated for election in 2010 are:

Christopher M. Burley	Keith G. Martell
William J. Doyle	Jeffrey J. McCaig
John W. Estey	Mary Mogford
C. Steven Hoffman	Paul J. Schoenhals
Dallas J. Howe	E. Robert Stromberg
Alice 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. See page 6 for their biographies.

Independent Board

All directors, except for Mr. Doyle, Mr. Stromberg and Ms. Viyella de Paliza, are independent. See page 10 for details.

Executive Sessions

The Board meets in executive session, with only independent directors present during each meeting of the Board. Sessions are of no fixed duration and participant directors are encouraged to raise and discuss any issues of concern. See page 14 for details.

Meeting Attendance

Directors attended 99% of Board and committee meetings in 2009. See page 14 for details.

Retirement

Wade Fetzer III, who served as a director of the Corporation since 2002 retired from the Board on May 7, 2009.

In January 2000, the Board of Directors approved a retirement policy that directors not stand for reelection after reaching the age of seventy years.

Director Compensation

We establish director compensation based on the advice of independent consultants, with a view to establishing compensation at the median of the applicable Comparator Group. See page 15 for details.

Total fees and retainers earned by all Board members in 2009 were $1,903,500.

“At Risk” Investment

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.

All director nominees are currently in compliance with the applicable ownership guidelines of the Corporation.

See page 19 for details.

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Nominees for Election to the Board of Directors

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

Proxies solicited hereby will be voted for the following proposed nominees (or for substitute nominees in the event of contingencies not known at present) who will, subject to the bylaws of the Corporation and applicable corporate law, hold office until the next annual meeting of shareholders or until their successors are elected or appointed in accordance with the bylaws of the Corporation or applicable corporate law. In an uncontested election, any nominee for director who fails to receive votes in favor of his or her election representing at least a majority of the votes cast (added together with the votes withheld) shall tender his or her resignation for consideration by the Corporate Governance and Nominating Committee. Except in extenuating circumstances, it is expected that the committee will recommend to the Board that the resignation be accepted and effective within a period of 90 days and that the action taken be publicly disclosed. To the extent possible, the committee and Board members who act on the resignation shall be directors who have themselves received a majority of votes cast.

The following table highlights the specific experience and attributes that led to the conclusion that the person should serve as a director of the Corporation. Specifically, it states the names and ages of all the persons to be nominated for election as directors, all other positions and offices with the Corporation now held by them, their present principal occupation or employment, their business experience over the last five years, the period during which present directors of the Corporation have served as directors, their principal areas of expertise and their independence status. The table also discloses the value of at-risk holdings for each of them as of February 19, 2010 and their overall board and committee meeting attendance.

For further detailed information on director independence, attendance, at-risk holdings and compensation, please see the tables and narrative following this table.

CHRISTOPHER M. BURLEY

Age: 48

Calgary, Alberta, Canada

Director since 2009

Independent⁽¹⁾

Mr. Burley is a Corporate Director and former Managing Director and Vice Chairman, Energy of Merrill Lynch Canada Inc., an investment banking firm. A graduate of the Institute of Corporate Directors’ Education Program, he has more than 21 years’ experience in the investment banking industry. He is a member of the board of directors of the United Way of Calgary.

Principal Areas of Expertise/Experience:	Value of At-Risk Holdings(2):
Finance	February 2010(3): $1,205,618
Investment Banking
Governance

Board Committee Membership:	Board & Committee Attendance(4):
Audit	100%
Corporate Governance and Nominating

WILLIAM J. DOYLE

Age: 59

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 holding various positions 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 as well as a director of the Executives’ Club of Chicago.

Principal Areas of Expertise/Experience:	Value of At-Risk Holdings(2):
Fertilizer/Mining/Chemical Industry	February 2010(3): $53,858,353
Global Agriculture/International Commerce
Global Senior Executive Management

Board Committee Membership:	Board Attendance(4):
none	100%

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JOHN W. ESTEY

Age: 59
Glenview, Illinois, USA
Director since 2003

Independent⁽¹⁾

Mr. Estey is President and Chief Executive Officer of S&C Electric Company, a global provider of equipment and services for electric power systems. He is a member of the Board of Governors of the National Electrical Manufacturers Association, a director of the Executives’ Club of Chicago, 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 2010(3): $2,971,771
Business Management
Compensation

Board Committee Membership:	Board & Committee Attendance(4):
Compensation (chair)	100%
Safety, Health and Environment

C. STEVEN HOFFMAN

Age: 61
Lincolnshire, Illinois, USA
Director since 2008

Independent⁽¹⁾

Mr. Hoffman is 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 2010(3): $510,711
Global Agriculture/International Commerce
Business Management

Board Committee Membership:	Board & Committee Attendance(4):
Audit	100%
Safety, Health and Environment

DALLAS J. HOWE

Age: 65
Calgary, Alberta, Canada
Director since 1991

Independent⁽¹⁾

Mr. Howe is owner and Chief Executive Officer of DSTC Ltd., a technology investment company. He is a director of Advanced Data Systems Ltd., Viterra (formerly Saskatchewan Wheat Pool), the C.D. Howe Institute and a Fellow of the Institute of Corporate Directors. 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 2010(3): $12,247,794
e-Commerce/Technology
Governance

Board Committee Membership:	Board & Committee Attendance(4):
Board Chair	100%
Corporate Governance and Nominating

ALICE D. LABERGE

Age: 53

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. She is a director of the Royal Bank of Canada, Russel Metals Inc. and St. Paul’s Hospital Foundation in Vancouver and has served as a director of Catalyst Paper Corporation. She is a trustee of the Healthcare Benefit Trust and a member of the Board of Governors of the University of British Columbia.

Principal Areas of Expertise/Experience:	Value of At-Risk Holdings(2):
e-Commerce/Technology	February 2010(3): $2,600,853
Finance
Accounting

Board Committee Membership:	Board & Committee Attendance(4):
Audit (chair)	100%
Corporate Governance and Nominating

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KEITH G. MARTELL

Age: 47
Saskatoon, Saskatchewan, Canada
Director since 2007

Independent⁽¹⁾

Mr. Martell is Chairman and Chief Executive Officer of First Nations Bank of Canada, a national leading aboriginal financial institution providing financial services for aboriginal people. He is a director of The North West Company Inc. and Saskatoon Friendship Inn and a former director of the Public Sector Pension Investment Board of Canada. 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 2010(3): $471,414
First Nations
Business Management

Board Committee Membership:	Board & Committee Attendance(4):
Audit	95%
Compensation

JEFFREY J. MCCAIG

Age: 58
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 The Standard Life Assurance Company of Canada and a director and co-owner of the Calgary Flames Hockey Club⁽⁵⁾.

Principal Areas of Expertise/Experience:	Value of At-Risk Holdings(2):
Transportation Industry	February 2010(3): $4,395,176
Legal
Business Management

Board Committee Membership:	Board & Committee Attendance(4):
Audit	100%
Compensation

MARY MOGFORD

Age: 65
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 an honorary member of the boards of the Hospital For Sick Children and Trent University. She is a Fellow of the Institute of Corporate Directors and an accredited director under the ICD/Rotman School of Business Directors’ Education Program. She has also served as a director of Falconbridge, Sears Canada and six other public company boards.

Principal Areas of Expertise/Experience:	Value of At-Risk Holdings(2):
Finance	February 2010(3): $4,407,575
Public Policy
Governance

Board Committee Membership:	Board & Committee Attendance(4):
Corporate Governance and Nominating (chair)	100%
Compensation

PAUL J. SCHOENHALS

Age: 68
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 2010(3): $2,686,824
Business Management

Board Committee Membership:	Board & Committee Attendance(4):
Safety, Health and Environment (chair)	100%
Compensation

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E. ROBERT STROMBERG, Q.C.

Age: 68
Jackfish Lake, Saskatchewan,
Canada
Director since 1991

Non-independent⁽¹⁾

Mr. Stromberg is retired and 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 2010(3): $5,837,875
Legal

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: 55
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 2010(3): $2,858,886
Finance/Business Management
Global/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 $115.14 on February 19, 2010.
(4)	See “Attendance of Directors” for additional detail.
(5)	Mr. McCaig was a director of TCT Logistics Inc. (TCT) from June 2001 to January 2002. In January 2002, a receiver was appointed over the business and assets of TCT by a creditor of TCT.
(6)	See “Attendance of Directors” for additional detail.

All of the above director nominees have had the principal occupation described above for the previous five years other than Ms. Laberge, who was Chief Executive Officer of Fincentric Corporation from December 2003 to June 2005.

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Board Tenure

as at February 19, 2010

The Corporation’s average Board tenure is 10.2 years.

In January 2000, the Board of Directors approved a retirement policy that directors not stand for reelection after reaching the age of seventy years.

Director Independence and Other Relationships

	Committees
	(Number of Members)
	Audit(1)		Compensation(1)		CG&N(1)		SH&E(2)
	(5)		(5)		(4)		(5)
Management Director — Not Independent
William J. Doyle
Outside Director — Not Independent
E. Robert Stromberg (family business relationship)								ü
Elena Viyella de Paliza (family business relationship)								ü
Outside Director — Independent
Christopher M. Burley		ü				ü
John W. Estey				Chair				ü
C. Steven Hoffman		ü						ü
Dallas J. Howe (Board Chair)						ü
Alice D. Laberge(3)		Chair				ü
Keith G. Martell(3)		ü		ü
Jeffrey J. McCaig		ü		ü
Mary Mogford				ü		Chair
Paul J. Schoenhals				ü				Chair

(1)	All members are independent. All Audit Committee members are independent under additional regulatory requirements applicable to them.
(2)	A majority of the Safety, Health and Environment Committee members are independent.
(3)	Audit Committee financial expert under the rules of the SEC.

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The Board has determined that all of the directors of the Corporation and proposed nominees, with the exception of Mr. Doyle, Ms. Paliza and Mr. Stromberg, are independent within the meaning of the “PotashCorp Governance Principles”, National Instrument 58-101 “Disclosure of Corporate Governance Practices” (“NI 58-101”), applicable rules of the SEC and the New York Stock Exchange (“NYSE”) corporate governance rules.

For a director to be considered independent, the Board must determine that the director does not have any material relationship with the Corporation, either directly or indirectly (e.g. as a partner, shareholder or officer of an organization that has a relationship with the Corporation). Pursuant to the “PotashCorp Governance Principles” and the “PotashCorp Core Values and Code of Conduct”, directors and executive officers of the Corporation inform the Board as to their relationships with the Corporation and provide other pertinent information pursuant to questionnaires that they complete, sign and certify on an annual basis. The Board reviews such relationships to identify impairments to director independence and in connection with disclosure obligations under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934 (the “Exchange Act”).

As permitted by the NYSE corporate governance rules, the Board has adopted categorical standards to assist it in making determinations of director independence. These standards are set out in the “PotashCorp Governance Principles”, the full text of which is available on the Corporation’s website, www.potashcorp.com. The independence standards established by the Board are as follows:

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; or
vi)	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 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

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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.

Mr. Doyle is the Chief Executive Officer (“CEO”) of the Corporation and is therefore not independent. Mr. Doyle is also Chairman of Canpotex Limited. The Corporation had sales of approximately $613.7 million to Canpotex Limited in 2009.

A son of Mr. Stromberg, David Stromberg, is a director and a major indirect shareholder of Micro Oil Inc. (“Micro Oil”), a privately held process oil blender and supplier based in Saskatoon, Saskatchewan. David Stromberg is also the president of Micro Oil. Another son of Mr. Stromberg, Jeffrey Stromberg, is a shareholder of Micro Oil. In 2009, receipts and payments in the amount of Cdn$751,603 were transacted between the Corporation and Micro Oil. In 2008, receipts and payments in the amount of Cdn$2,014,601 were transacted between the Corporation and Micro Oil, which exceeded 2% of Micro Oil’s gross revenues in 2008. Micro Oil and the Corporation have also entered into a confidentiality agreement relating to the development of oil processes used by the Corporation. Purchases from Micro Oil are made in the ordinary course of business. Mr. Stromberg has no interest in the business of his adult sons. Through his prominence in the Saskatchewan business community and his professional qualifications and experience, Mr. Stromberg has been and continues to be a valued member of the Board. His presence on the Board plays no role in the Corporation’s decision to transact business with Micro Oil. The Corporation has and will continue to make this decision on the basis of the best interests of the Corporation.

Ms. Paliza’s father and brother are executive officers of Fertilizantes Santo Domingo, C. por A (“Fersan”), a fertilizer bulk blender and distributor of agrichemicals based in the Dominican Republic, which is a customer of the Corporation. Although representing less than 1% of the Corporation’s consolidated sales in 2009, sales to Fersan exceeded 2% of Fersan’s 2009 consolidated gross revenues. As such, Ms. Paliza does not meet the Corporation’s categorical independence standards which incorporate in relevant part the NYSE corporate governance rules. Although a former employee of Fersan, Ms. Paliza has no direct or indirect interest in the Corporation’s sales to and purchases by Fersan and all such transactions are completed on normal trade terms. Even though she does not meet the aforementioned independence standards, Ms. Paliza provides a valuable contribution to the Board through her industry knowledge and experience, and international business perspective.

In determining the independence of its other directors, the Board evaluated business and other relationships that each director had with the Corporation. In doing so, it determined as immaterial (i) any relationship falling below the thresholds in paragraph (c)(i) or covered pursuant to paragraph (d) above, and not otherwise required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act, including certain relationships of Mr. Estey and Mr. McCaig, (ii) any relationships falling below the thresholds in paragraph 3(c)(ii) above, including certain relationships of Mr. Burley, Mr. Estey, Ms. Laberge and Mr. Martell and (iii) any business relationship between the Corporation and an entity as to which the director in question has no relationship other than as a director thereof, including certain directorships of Mr. Estey, Mr. Howe, Ms. Laberge and Mr. McCaig.

In addition to the independence requirements set out above, the Corporation has established an additional requirement that there shall be no more than two board interlocks at any given time. As of the date of this Management Proxy Circular, there are no interlocking public company directorships among the Board members.

Board/Director Assessment

Annual Board Assessment by All Members of the Board

Each year Board members complete a detailed questionnaire which (a) provides for quantitative ratings in key areas, and (b) seeks subjective comment in each of those areas. The questionnaire is administered by the Corporate Secretary. Responses are reviewed by the Corporate Secretary and the Chair of the Corporate Governance and Nominating Committee. A summary report is then prepared and provided to the Board Chair, the Corporate Governance and Nominating Committee and the CEO and then reported to the full Board by the Corporate Governance and Nominating Committee Chair. Attribution of comments to individual Directors in the summary report is made only if authorized by that

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Director. In assessing the responses to the questionnaire, the focus is on continuous improvement. Matters requiring follow-up are identified, action plans are developed and there is ongoing monitoring by the Corporate Governance and Nominating Committee to ensure satisfactory results. As part of the annual Board assessment, the Board reviews and considers any proposed changes to the Board Charter.

Annual Assessment of Each Committee by Members of That Committee

Each year members of each Committee complete a detailed questionnaire designed to allow Committee members to evaluate how well each Committee is operating and to make suggestions for improvement. The questionnaire is administered by the Corporate Secretary who receives responses and reviews them with the appropriate Committee Chair. A summary report is then prepared and provided to the Board Chair, the Chair of the Corporate Governance and Nominating Committee, the appropriate Committee and the CEO and then reported to the full Board by the appropriate Committee Chair. As part of the annual Committee assessment, the Board reviews and considers any proposed changes to the Committee Charters.

As with the Board assessment, the focus is on continuous improvement. Chairs of each Committee are expected to follow up on matters raised in the Committee assessments and take action as appropriate.

Annual Assessment of the Board Chair by Members of the Board

Each year members of the Board are asked to assess and comment on the discharge, by the Board Chair, of his duties. Individual responses are received by the Chair of the Corporate Governance and Nominating Committee. The Chair of the Corporate Governance and Nominating Committee solicits specific input from the CEO from his perspective as CEO regarding the effectiveness of the Chair. A summary report is then provided to the Board Chair and the full Board, with no attribution of comments to individual Directors without their consent. As part of the annual Board Chair assessment, the Board reviews and considers any proposed changes to the Board Chair position description.

Annual Assessment of Each Committee Chair by Members of Each Committee

Each year, members of each Committee are asked to assess and comment on the discharge, by each Committee Chair, of his or her duties. Responses are received by the Corporate Secretary and the Committee Chair under review. A summary report is then provided to the appropriate Committee and to the full Board, with no attribution of comments to individual Directors without their consent. As part of the annual Committee Chair assessment, the Board reviews and considers any proposed changes to the Committee Chair position descriptions.

Annual Assessment of Individual Directors

Each year during the period from May to September, the Board Chair (and, if in the opinion of the Board Chair it is desirable, the Chair of the Corporate Governance and Nominating Committee) formally meets with each Director individually to engage in full and frank discussion of any and all issues which either wish to raise, with a focus on maximizing the contribution of each Director to the Board and Committees. In completing the review, the Board Chair employs a checklist, discussing both short-term and long-term goals, and establishes action items to allow each individual Director to enhance both his or her personal contributions and overall Board effectiveness. The Board Chair will share peer feedback with each Director as appropriate and reviews progress and action taken. Each Director, during such formal review, should be prepared to discuss with the Board Chair how the Directors, both individually and collectively, can operate more effectively. The Board Chair discusses the results of the individual evaluations with the Chair of the Corporate Governance and Nominating Committee and reports summary findings to both that Committee and to the full Board at the November meeting.

Management Board Survey

As part of the Board’s continuing efforts to improve its performance, the Board periodically surveys those members of senior management who regularly interact with the Board and/or its Committees to solicit their input and perspective on the operation of the Board and how the Board might improve its effectiveness. The survey includes subjective management responses to questions and one on one interviews between management respondents and the Chair of the Corporate Governance and Nominating Committee. The results of the management surveys and the one on one interviews are reported by the Chair of the Corporate Governance and Nominating Committee to the full Board and the Corporate Secretary.

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Attendance of Directors

The following table provides a summary of attendance at Board and Committee meetings held during fiscal 2009.

Type of Meeting Held	Number of Meetings
Board of Directors		8
Audit Committee (“AUD”)		8
Compensation Committee (“COMP”)		6
Corporate Governance and Nominating Committee (“GOV”)		5
Safety, Health and Environment Committee (“SHE”)		5

						Total Board/Committee
Director	Board meetings attended			Committee meetings attended		meetings attended
Christopher M. Burley(1)	4 of 4	100	%	3 of 3 AUD	100%	9 of 9	100%
				2 of 2 GOV	100%
William J. Doyle(2)	8 of 8	100	%			8 of 8	100%
John W. Estey	8 of 8	100	%	6 of 6 COMP (Chair)	100%	19 of 19	100%
				5 of 5 SHE	100%
Wade Fetzer III(3)	4 of 4	100	%	3 of 3 COMP	100%	10 of 10	100%
				3 of 3 GOV	100%
C. Steven Hoffman	8 of 8	100	%	8 of 8 AUD	100%	21 of 21	100%
				5 of 5 SHE	100%
Dallas J. Howe(2)	8 of 8 (Chair)	100	%	5 of 5 GOV	100%	13 of 13	100%
Alice D. Laberge(4)	8 of 8	100	%	8 of 8 AUD (Chair)	100%	22 of 22	100%
				4 of 4 GOV	100%
				2 of 2 SHE	100%
Keith G. Martell	7 of 8	88	%	8 of 8 AUD	100%	21 of 22	95%
				6 of 6 COMP	100%
Jeffrey J. McCaig	8 of 8	100	%	8 of 8 AUD	100%	22 of 22	100%
				6 of 6 COMP	100%
Mary Mogford(5)	8 of 8	100	%	4 of 4 AUD	100%	20 of 20	100%
				3 of 3 COMP	100%
				5 of 5 GOV (Chair)	100%
Paul J. Schoenhals	8 of 8	100	%	6 of 6 COMP	100%	19 of 19	100%
				5 of 5 SHE (Chair)	100%
E. Robert Stromberg, Q.C.	8 of 8	100	%	5 of 5 SHE	100%	13 of 13	100%
Elena Viyella de Paliza	8 of 8	100	%	5 of 5 SHE	100%	13 of 13	100%
Aggregate Attendance	95 of 96	99	%	39 of 39 AUD	100%	210 of 211	99%
				19 of 19 GOV	100%
				30 of 30 COMP	100%
				27 of 27 SHE	100%

(1)	Elected as a member of the Board and appointed as a member of the Audit Committee and Corporate Governance Committee on May 7, 2009.
(2)	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 24 committee meetings held in 2009. At the invitation of applicable committees, Mr. Doyle attended all or a portion of many of the committee meetings held in 2009, including a majority of the Compensation and Corporate Governance committee meetings. In an effort to provide directors with a more complete understanding of the issues facing the Corporation and in line with the Corporation’s core values, directors are encouraged to attend committee meetings of which they are not a member.
(3)	Served as a member of the Board and a member of the Compensation Committee and Corporate Governance Committee until his retirement from the Board on May 7, 2009.
(4)	Served as a member of the Safety, Health and Environment Committee until May 7, 2009 and appointed as a member of the Corporate Governance Committee on May 7, 2009.
(5)	Served as a member of the Audit Committee until May 7, 2009 and appointed as a member of the Compensation Committee on May 7, 2009.

Pursuant to the “PotashCorp Governance Principles”, the Board meets in executive session, with only independent directors present during each meeting of the Board. The presiding officer at the executive session is Dallas J. Howe, the Board Chair, or, in his absence, a director selected by majority vote of those present. Sessions are of no fixed duration and participant directors are encouraged to raise and discuss any issues of concern.

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Director Compensation

2009 Director Compensation Package

We establish director compensation based on the advice of independent consultants, with a view to establishing compensation at the median of the applicable Comparator Group (see “Compensation Discussion and Analysis — Compensation Principles”). Only such directors that are not also officers or employees of the Corporation, that is all directors other than Mr. Doyle (the “outside directors”), are compensated for service on the Board.

Cash Compensation

Each outside director was paid a retainer at an annual rate of $135,000 and a travel fee of $500 per day where travel was required on a day or days on which a meeting did not occur. Outside directors received an additional $10,000 per year if they served as a chair of a Board Committee ($15,000 in the case of the Compensation Committee Chair and the Audit Committee Chair). All Audit Committee members received an additional $5,000 per year, with the exception of the Audit Committee Chair. Each outside director who was a member of a Board Committee received a per diem fee of $1,500 for meetings he or she attended, provided such meetings were not held the same day as a Board meeting. Outside directors were also reimbursed for expenses incurred in discharging their responsibilities. Mr. Howe, as Board Chair, received an annual retainer of $320,000, but did not receive per diem or travel fees.

As described below, each outside director can defer, in the form of Deferred Share Units, or DSUs, up to 100% of the annual retainer payable to such director in respect of serving as a director, which would otherwise be payable in cash.

Stock-Based Compensation

Effective November 20, 2001, we adopted the Deferred Share Unit Plan (the “Plan”), which allows non-employee directors to defer, in the form of DSUs up to 100% of the annual retainer payable to such director in respect of serving as a director that would otherwise be payable in cash. Each DSU has an initial value equal to the market value of a Share at the time of deferral. The Plan is intended to enhance our ability to attract and retain highly qualified individuals to serve as directors and promote a greater alignment of interests between such directors and our shareholders. The Plan also provides for discretionary grants of DSUs, which the Board discontinued on January 24, 2007 in connection with an increase to the annual retainer.

Each DSU is credited to the account of an individual director and fully vests upon an award, but is distributed only when the director has ceased to be a member of the Board or the board of directors of any subsidiary and the director is neither our employee nor an employee of any of our subsidiaries. At such time, the director will receive a cash payment equal to the market value of a number of Shares purchased on the open market equal to the number of DSUs recorded in the director’s account (reduced by the amount of applicable withholding taxes). While the Compensation Committee, with Board approval, has the discretion to distribute Shares in lieu of cash, the Committee and Board have determined that all distributions pursuant to the Plan will be made in cash. DSUs earn dividends in the form of additional DSUs at the same rate as dividends are paid on Shares.

The number of DSUs credited to the director’s account with respect to director retainer fees that the director elects to allocate to the Plan is determined as of the last trading day of each calendar quarter and is equal to the quotient obtained by dividing (a) the aggregate amount of retainer fees allocated to the Plan for the relevant calendar quarter by (b) the market value of a Share on such last trading day (determined on the basis of the closing price on the Toronto Stock Exchange (“TSX”) for participants resident in Canada and on the basis of the closing price on the NYSE for all other participants).

In 2009, the following outside directors elected to receive all or a portion of 2009 director retainer fees in the form of DSUs: Mr. Burley, 50% of director retainer; Mr. Fetzer, 100% of director retainer; Mr. Hoffman, 100% of director retainer; Ms. Laberge, 35% of director retainer; Mr. Martell, 100% of director retainer; Mr. McCaig, 100% of director retainer; and Ms. Mogford, 50% of director retainer.

The directors were not granted any stock options in 2009 and have not been granted any stock options since the Board’s decision in 2003 to discontinue stock option grants to outside directors.

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Stock Ownership Guidelines

The Board believes that the economic interests of directors should be aligned with those of shareholders. To achieve this, all directors are required to hold Shares and/or DSUs with a value at least five times their annual retainer. One-half of the ownership threshold is required to be achieved within 21/2 years, and full compliance is required within five years of joining the Board. The Board may make exceptions to this standard where, as a result of the unique financial circumstances of a director, compliance would result in an unacceptable hardship. As of February 19, 2010, all of our directors were in compliance with the requirements described above.

If a director’s Share ownership falls below the minimum guidelines due to a decline in the Share price, such director will have three years to restore compliance. For purposes of determining compliance during this three-year period, the director’s Shares will be valued at the higher of cost or market value.

Other Benefits

Directors participate in our Group Life insurance coverage (Cdn$50,000), Accidental Death and Dismemberment coverage (Cdn$100,000), Business Travel Accidental coverage (Cdn$250,000) and Supplemental Business Travel Medical coverage ($250,000) per calendar year.

The following table sets forth the compensation earned by our directors during fiscal 2009 as prescribed in accordance with Item 402(k) of Regulation S-K. The table in footnote (2) below sets forth further details, including the amount of each director’s 2009 annual retainer and committee meeting and other fees received in the form of cash and DSUs.

2009 Director Compensation⁽¹⁾

(see explanatory notes)

									Change in
									Pension
	Fees Earned								Value and
	or						Non-Equity		Nonqualified
	Paid in						Incentive Plan		Deferred		All Other
	Cash		Stock Awards		Option Awards		Compensation		Compensation		Compensation		Total
Name	($)(2)		($)(2)(3)(4)		($)(5)		($)		Earnings		($)(6)		($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)
Christopher M. Burley*		54,577		45,619		—		—		—		299		100,495
William J. Doyle(7)		—		—		—		—		—		—		—
John W. Estey		164,500		8,932		—		—		—		3,430		176,862
Wade Fetzer III**		8,500		49,236		—		—		—		46		57,782
C. Steven Hoffman		19,500		140,485		—		—		—		2,463		162,448
Dallas J. Howe		320,000		14,847		—		—		—		3,755		338,602
Alice D. Laberge		116,000		59,044		—		—		—		3,884		178,928
Keith G. Martell		18,000		140,996		—		—		—		4,236		163,232
Jeffrey J. McCaig		19,000		150,621		—		—		—		2,652		172,273
Mary Mogford		89,372		83,451		—		—		—		141		172,964
Paul J. Schoenhals		160,000		7,533		—		—		—		3,330		170,863
E. Robert Stromberg, Q.C.		147,500		6,819		—		—		—		4,540		158,859
Elena Viyella de Paliza		148,000		5,909		—		—		—		3,099		157,008

*	Elected to the Board on May 7, 2009.
**	Retired from the Board on May 7, 2009.

(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 2009 that were received in the form of cash or deferred in the form of DSUs.

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Remuneration of Directors

For the Fiscal Year Ended December 31, 2009

					Committee
					Meeting and
	Annual Retainer				Other Fees				Percentage of
									Total
							Total		Remuneration
	Cash		DSUs		Cash		Remuneration		in DSUs
Name	($)		($)		($)		($)		(%)
Christopher M. Burley		45,577		45,577		9,000		100,154		45.51
William J. Doyle		—		—		—		—		—
John W. Estey		150,000		—		14,500		164,500		—
Wade Fetzer III		—		47,102		8,500		55,602		84.71
C. Steven Hoffman		—		140,000		19,500		159,500		87.78
Dallas J. Howe		320,000		—		—		320,000		—
Alice D. Laberge		97,500		52,500		18,500		168,500		31.16
Keith G. Martell		—		140,000		18,000		158,000		88.61
Jeffrey J. McCaig		—		140,000		19,000		159,000		88.05
Mary Mogford		73,372		73,372		16,000		162,744		45.08
Paul J. Schoenhals		145,000		—		15,000		160,000		—
E. Robert Stromberg, Q.C.		135,000		—		12,500		147,500		—
Elena Viyella de Paliza		135,000		—		13,000		148,000		—
Total		1,101,449		638,551		163,500		1,903,500		33.55

(3)

Reports the grant date fair value, as calculated in accordance with FASB ASC Topic 718, for DSUs received in 2009 pursuant to the Plan.

(4)

As of December 31, 2009, the total number of all DSUs held by each outside director is as follows: Mr. Burley, 470; Mr. Estey, 22,290; Mr. Fetzer, 0; Mr. Hoffman, 2,234; Mr. Howe, 36,725; Ms. Laberge, 16,574; Mr. Martell, 3,491; Mr. McCaig, 27,298; Ms. Mogford, 25,466; Mr. Schoenhals, 18,634; Mr. Stromberg, 16,865; and Ms. Viyella de Paliza, 14,816. Mr. Fetzer, who served since 2002, retired from the Board on May 7, 2009. Mr. Fetzer received the payout value of his 11,258 DSUs in cash on August 5, 2009 in accordance with the Plan. Pursuant to the Plan, the payout value of each of Mr. Fetzer’s DSUs was equal to $95.06, which represents the average closing price of our Shares on the NYSE for the ten trading days prior to August 5, 2009, the tenth trading day following the release of our quarterly results immediately following Mr. Fetzer’s retirement.

The grant date fair value of each grant of DSUs received by each director in 2009 was as follows:

	February 10,	March 31,	May 7,	June 30,	August 7,	September 30,	November 9,	December 31,
	2009	2009	2009	2009	2009	2009	2009	2009
Name	(Dividend)	(Deferred Fees)	(Dividend)	(Deferred Fees)	(Dividend)	(Deferred Fees)	(Dividend)	(Deferred Fees)
Christopher M. Burley	—	—	—	$10,577	$12	$17,500	$30	$17,500
	—	—	—	(112.20 units)	(0.12 units)	(196.08 units)	(0.30 units)	(161.77 units)
John W. Estey	$2,220	—	$2,220	—	$2,224	—	$2,268	—
	(25.26 units)	—	(23.82 units)	—	(22.94 units)	—	(22.34 units)	—
Wade Fetzer III	$1,067	$33,750	$1,067	$13,352	—	—	—	—
	(12.15 units)	(417.65 units)	(11.46 units)	(143.49 units)	—	—	—	—
C. Steven Hoffman	$71	$35,000	$71	$35,000	$152	$35,000	$191	$35,000
	(0.81 units)	(433.11 units)	(0.76 units)	(376.14 units)	(1.57 units)	(387.43 units)	(1.92 units)	(322.58 units)
Dallas J. Howe	$3,691	—	$3,810	—	$3,773	—	$3,573	—
	(42.00 units)	—	(40.89 units)	—	(38.91 units)	—	(35.85 units)	—
Alice D. Laberge	$1,608	$13,125	$1,660	$13,125	$1,675	$13,125	$1,601	$13,125
	(18.30 units)	(160.29 units)	(17.82 units)	(139.23 units)	(17.27 units)	(147.06 units)	(16.06 units)	(121.33 units)
Keith G. Martell	$198	$35,000	$205	$35,000	$285	$35,000	$308	$35,000
	(2.26 units)	(427.45 units)	(2.20 units)	(371.29 units)	(2.94 units)	(392.16 units)	(3.09 units)	(323.53 units)
Jeffrey J. McCaig	$2,591	$35,000	$2,675	$35,000	$2,731	$35,000	$2,624	$35,000
	(29.49 units)	(427.45 units)	(28.71 units)	(371.29 units)	(28.16 units)	(392.16 units)	(26.33 units)	(323.53 units)
Mary Mogford	$2,480	$18,750	$2,559	$18,372	$2,579	$18,125	$2,461	$18,125
	(28.22 units)	(228.99 units)	(27.47 units)	(194.90 units)	(26.59 units)	(203.09 units)	(24.69 units)	(167.54 units)
Paul J. Schoenhals	$1,873	—	$1,933	—	$1,914	—	$1,813	—
	(21.31 units)	—	(20.75 units)	—	(19.74 units)	—	(18.19 units)	—
E. Robert Stromberg, Q.C.	$1,695	—	$1,750	—	$1,733	—	$1,641	—
	(19.29 units)	—	(18.78 units)	—	(17.87 units)	—	(16.46 units)	—
Elena Viyella de Paliza	$1,475	—	$1,475	—	$1,479	—	$1,480	—
	(16.79 units)	—	(15.84 units)	—	(15.25 units)	—	(14.85 units)	—

MANAGEMENT PROXY CIRCULAR ï Board of Directors Page  17

⁽⁵⁾  As of December 31, 2009, none of the outside directors held outstanding options except as follows: Mr. Fetzer, 9,000; Mr. Howe, 39,600; Mr. McCaig, 73,150; 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, 2009 and stock option exercises by each of our outside directors during 2009.

									Value Realized
							Number of Shares		Upon Exercise of
	Number of Securities						Acquired on		Stock
	Underlying				Option		Exercise of		Options During
	Unexercised Options		Option		Expiration		Stock Options		2009
Name	Exercisable(a)		Exercise Price		Date		During 2009(b)		($)(c)
Wade Fetzer III		9,000	$	11.00		11/20/2012		—		—
		21,600	Cdn$	15.88		11/21/2010
Dallas J. Howe		9,000	Cdn$	16.65		11/20/2011		21,600		1,682,507
		9,000	Cdn$	17.44		11/20/2012
		55,150	Cdn$	16.36		1/23/2011
Jeffrey J. McCaig		9,000	Cdn$	16.65		11/20/2011		4,850		420,588
		9,000	Cdn$	17.44		11/20/2012
Mary Mogford		9,000	Cdn$	16.65		11/20/2011		—		—
		9,000	Cdn$	17.44		11/20/2012
		21,600	Cdn$	15.88		11/21/2010
E. 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, 2009, the aggregate before tax value of unexercised options that are currently exercisable held by each outside director was as follows: Mr. Fetzer, $877,500; Mr. Howe, $3,399,059; Mr. McCaig, $6,271,191; Ms. Mogford, $1,535,007; and Mr. Stromberg, $3,399,059. 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 1.1415 for fiscal year 2009.
(b)	Neither Mr. Howe or Mr. McCaig retained any Shares acquired upon the exercise of stock options during 2009.
(c)	The value realized upon exercise was converted to U.S. dollars using the average Canadian exchange rate of 1.1415 for fiscal year 2009.

(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  18

“At Risk” Investment and Year Over Year Changes

The following table provides ownership information as at February 19, 2010 and February 20, 2009, respectively.

												Value of
												Common
										Total At-Risk		Shares/DSUs					Equity at		Shares
										Value of		Needed to					Risk		Deemed to
								Common		Common		Meet 2010					Multiple of		be
				Common				Shares and		Shares and		Ownership		Ownership			2010		Beneficially
	Director			Shares		DSUs		DSUs		DSUs		Guideline		Guideline			Annual		Owned
	Since		Year	(#)		(#)(1)		(#)		($)(2)		($)		Compliance(3)			Retainer		(#)(4)(5)
Christopher M. Burley		2009	2010		10,000		470		10,470		1,205,618		700,000		Yes			8.6		10,000
			2009		10,000		—		10,000		839,600									10,000
			Change				470		470											—
William J. Doyle(6)		1989	2010		467,764		—		467,764		53,858,353		n/a		n/a			n/a		3,426,300
			2009		481,413		—		481,413		40,419,507									3,103,950
			Change		-13,650		n/a		-13,650											+322,350
John W. Estey		2003	2010		3,500		22,310		25,810		2,971,771		750,000		Yes			19.8		3,500
			2009		7,000		22,221		29,221		2,453,387									7,000
			Change		-3,500		+89		-3,410											-3,500
C. Steven Hoffman		2008	2010		2,200		2,235		4,435		510,711		700,000		Yes			3.6		2,200
			2009		2,200		710		2,910		244,328				(to be fully met					2,200
			Change		—		+1,525		+1,525						by May 8, 2013	)				—
Dallas J. Howe		1991	2010		69,615		36,758		106,373		12,247,794		1,600,000		Yes			38.3		109,215
			2009		69,615		36,610		106,225		8,918,611									130,815
			Change		—		+148		+148											-21,600
Alice D. Laberge		2003	2010		6,000		16,588		22,588		2,600,853		750,000		Yes			17.3		6,000
			2009		6,000		15,955		21,955		1,843,317									6,000
			Change				+633		+633											—
Keith G. Martell		2007	2010		600		3,494		4,094		471,414		700,000		Yes			3.4		600
			2009		600		1,968		2,568		215,649				(to be fully met					600
			Change		—		+1,525		+1,525						by May 3, 2012	)				—
Jeffrey M. McCaig(7)		2001	2010		10,850		27,322		38,172		4,395,176		700,000		Yes			31.4		84,000
			2009		6,000		25,700		31,700		2,661,563									84,000
			Change		+4,850		+1,622		+6,472											—
Mary Mogford		2001	2010		12,791		25,489		38,280		4,407,575		750,000		Yes			29.4		30,791
			2009		12,791		24,593		37,384		3,138,766									30,791
			Change		—		+896		+896											—
Paul J. Schoenhals		1992	2010		4,685		18,650		23,335		2,686,824		725,000		Yes			18.5		4,685
			2009		4,885		18,575		23,460		1,969,695									4,885
			Change		-200		+75		-124											-200
E. Robert Stromberg		1991	2010		33,823		16,879		50,702		5,837,875		675,000		Yes			43.2		73,423
			2009		33,812		16,811		50,623		4,250,546									73,414
			Change		+8		+68		+76											+9
Elena Viyella de Paliza		2003	2010		10,000		14,829		24,829		2,858,886		675,000		Yes			21.2		10,000
			2009		10,000		14,770		24,770		2,079,722									10,000
			Change		—		+59		+59											—
Total			2010		631,828		185,028		816,856		94,052,855									3,760,714
			2009		644,319		177,914		822,233		69,034,690									3,463,655
			Change		-12,491		+7,114		-5,376											+297,059

(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 $83.96 on February 20, 2009 and $115.14 on February 19, 2010.
(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. If a director’s Share ownership falls below the minimum guidelines due to a decline in the Share price, such director will have three years to restore compliance. For purposes of determining compliance during the three-year period, the director’s Shares will be valued at the higher of cost or market value.
(4)	For 2010, 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 19, 2010 through the exercise of options granted by the Corporation, as follows: William J. Doyle 2,958,536 Shares; Dallas J. Howe 39,600 Shares; Jeffrey J. McCaig 73,150 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.

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; Dallas J. Howe 61,200 Shares; Jeffrey J. McCaig 78,000 Shares; Mary Mogford 18,000 Shares; and E. Robert Stromberg 39,600 Shares.

(5)	No Shares beneficially owned by any of the directors are pledged as security.
(6)	Includes 19,898 Shares held in the William & Kathy Doyle Foundation, 216,336 Shares held in the WJ Doyle Revocable Trust and 230,728 Shares held in the Doyle Family LLC.
(7)	Includes 4,850 shares held in The Jeffrey & Marilyn McCaig Family Foundation.

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Appointment of Auditors and
Report of Audit Committee

•  In connection with PotashCorp’s transition to International Financial Reporting Standards (“IFRSs”), PotashCorp has established a project team that is led by finance management to plan for and achieve a smooth transition to IFRSs. During 2009, the Audit committee regularly received progress reports on the status of the IFRSs implementation project.

•  In connection with its oversight responsibility for the Corporation’s gas hedging, taxation and treasury areas, the committee continued its practice in 2009 of education sessions for the Board in relation to selected areas.

Appointment of Auditors

The Board, on recommendation from the Audit Committee, recommends the re-appointment of Deloitte & Touche LLP as auditors.

Pre-Approval Policy for External Auditor Services

The Audit Committee monitors and reviews the independence of its auditors on an on-going basis. In addition, the Audit Committee has adopted procedures for the pre-approval of engagements for services of its external auditors. See page 21 for details.

Members of the Audit Committee for 2009

Alice D. Laberge (Chair)
Christopher M. Burley (from his appointment on May 7, 2009)
C. Steven Hoffman
Keith G. Martell
Jeffrey J. McCaig
Mary Mogford (until May 7, 2009)

Role of the Audit Committee

The role of the Audit Committee is to assist the Board 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 qualification and independence of the Corporation’s independent auditors, and (iv) the performance of the Corporation’s independent auditors.

See page 24 for more details.

Independent Audit Committee

The Board has determined that each of the directors who served as members of the Audit Committee during the year ended December 31, 2009, is independent according to the Board’s independence standards as set out in the “PotashCorp Governance Principles” (which is available on the Corporation’s website, www.potashcorp.com), National Instrument 52-110 “Audit Committees” (“NI 52-110”), applicable rules of the SEC and the corporate governance rules of the NYSE. See also “Nominees for Election to the Board of Directors — Director Independence and Other Relationships”. See page 10 for details.

Financial Expertise and Financially Literate

The Board has determined that Ms. Laberge and Mr. Martell each qualify as an “audit committee financial expert” under the rules of the SEC and thereby have the requisite accounting and/or related financial management expertise required under the rules of the NYSE. In addition, the Board has determined that each member of the Audit Committee is “financially literate” within the meaning of and required by NI 52-110.

See page 23 for a brief description of the education and experience for each current member of the Audit Committee that is relevant to the performance of his or her responsibilities as a member of the Audit Committee.

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Appointment of Auditors

Deloitte & Touche LLP (or its predecessors) have been the Corporation’s auditors since the Corporation’s initial public offering in 1989. The Board, on recommendation from the Audit Committee, recommends the re-appointment of Deloitte & Touche LLP as auditors.

Proxies solicited hereby will be voted to reappoint the firm of Deloitte & Touche LLP, the present auditors, as auditors of the Corporation to hold office until the next annual meeting of shareholders, unless the shareholder signing such proxy specifies otherwise. The affirmative vote of a majority of Shares voted on such matter is required to reappoint the firm of Deloitte & Touche LLP as auditors of the Corporation.

A representative of Deloitte & Touche LLP is expected to attend the Meeting. At that time the representative will have the opportunity to make a statement if he or she desires and will be available to respond to appropriate questions.

Auditor’s Fees

For the years ended December 31, 2009 and December 31, 2008, Deloitte & Touche LLP received the following fees:

	Year Ended December 31,
	2009		2008
Audit Fees	$	2,844,219	$	2,501,000
Audit Related Fees		202,700		224,000
Tax Fees		13,552		26,000
All Other Fees		0		11,000

Audit Fees

Deloitte & Touche LLP billed the Corporation $2,844,219 and $2,501,000 for 2009 and 2008, respectively, for the following audit services (i) audit of the annual consolidated financial statements of the Corporation for the fiscal years ended December 31, 2009 and 2008; (ii) review of the interim financial statements of the Corporation included in quarterly reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2009 and 2008; (iii) audits of individual statutory financial statements; (iv) the provision of consent letters; and (v) the provision of comfort letters.

Audit-Related Fees

Deloitte & Touche LLP billed the Corporation $202,700 and $224,000 for 2009 and 2008, respectively, for the following services (i) accounting consultations regarding financial accounting and reporting standards and (ii) employee benefit plan audits.

Tax Fees

Deloitte & Touche LLP billed the Corporation $13,552 and $26,000 for 2009 and 2008, respectively, for the following services (i) tax compliance; (ii) tax planning; and (iii) tax advice, including minimizing tax exposure or liability.

All Other Fees

Deloitte & Touche LLP billed the Corporation $nil and $11,000 for 2009 and 2008, respectively, for training services provided to the Corporation’s internal audit personnel.

Pre-Approval Policy for External Auditor Services

The Audit Committee monitors and reviews the independence of its auditors on an on-going basis. In addition, the Audit Committee has adopted procedures for the pre-approval of engagements for services of its external auditors.

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The Audit Committee’s policy requires pre-approval of all audit and non-audit services provided by the external auditor. The policy identifies three categories of external auditor services and the pre-approval procedures applicable to each category, as follows:

(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 2009 were approved in accordance with the pre-approval policy.

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A. Laberge, Chair	C. Burley	S. Hoffman	K. Martell	J. McCaig

Report of the Audit Committee

The Corporation has a standing Audit Committee. The Board has determined that each of the following directors, who served as members of the Audit Committee during the year ended December 31, 2009, is independent according to the Board’s independence standards as set out in the “PotashCorp Governance Principles” (which is available on the Corporation’s website, www.potashcorp.com), National Instrument 52-110 “Audit Committees” (“NI 52-110”), applicable rules of the SEC and the corporate governance rules of the NYSE. See also “Nominees for Election to the Board of Directors — Director Independence and Other Relationships”.

Alice D. Laberge (Chair)
Christopher M. Burley (from his appointment on May 7, 2009)
C. Steven Hoffman
Keith G. Martell
Jeffrey J. McCaig
Mary Mogford (until May 7, 2009)

The Board has determined that Ms. Laberge and Mr. Martell each qualify as an “audit committee financial expert” under the rules of the SEC and thereby have the requisite accounting and/or related financial management expertise required under the rules of the NYSE. In addition, the Board has determined that each member of the Audit Committee is “financially literate” within the meaning of and required by NI 52-110.

The following is a brief description of the education and experience for each current member of the Audit Committee that is relevant to the performance of his or her responsibilities as a member of the Audit Committee.

Ms. Laberge acquired significant financial experience and exposure to accounting and financial issues as Chief Executive Officer and Chief Financial Officer of Fincentric Corporation, Chief Financial Officer with MacMillan Bloedel Limited and a director of various public companies. In her positions with previous companies she was actively involved in assessing the performance of the companies’ auditors. Ms. Laberge completed her Masters of Business Administration at the University of British Columbia.

As the former Managing Director and Vice Chairman, Energy of Merrill Lynch Canada Inc. and with more than 21 years’ experience in the investment banking industry, Mr. Burley has gained significant experience relevant to the performance of his responsibilities as an Audit Committee member. Mr. Burley is also the former Managing Director and Chief Financial Officer of Smith Barney Canada Inc., where his duties included responsibility for the firm’s Canadian regulatory filings and compliance. Mr. Burley completed his Masters of Business Administration at the University of Western Ontario.

As a former senior executive and officer of IMC Global Inc., Mr. Hoffman acquired financial experience through supervision of the principal accounting officers of the Sales and Marketing departments and evaluation of the financial statements of IMC Global. He also served on the Audit Committee of Canpotex Limited, the international marketing company for Saskatchewan potash producers. Mr. Hoffman received his Bachelor of Business Administration Degree at Stephen F. Austin State University and completed the Financial Literacy Program at the University of Toronto in 2008.

Mr. Martell has acquired significant financial experience as Chairman and Chief Executive Officer of First Nations Bank of Canada, as a past director of the Public Sector Pension Investment Board of Canada (where he was the Chair of the Audit Committee), as a director of The North West Company Inc. and as a trustee of The North West Company Fund.

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Mr. Martell is a Chartered Accountant and has ten years of public practice with KPMG. He received his Bachelor of Commerce degree from the University of Saskatchewan.

Mr. McCaig has gained experience relevant to the performance of his responsibilities as an Audit Committee member as Chairman and Chief Executive Officer of Trimac Holdings. Mr. McCaig also has a Masters of Science in Management from the Sloan Program, Stanford University and a Bachelor of Economics degree from Harvard College in Cambridge, Massachusetts.

The role of the Audit Committee is to assist the Board 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 qualification and independence of the Corporation’s independent auditors, and (iv) the performance of the Corporation’s independent auditors. In accordance with the Audit Committee Charter adopted by the Board, the Audit Committee has responsibility for the oversight of the Corporation’s financial reporting and audit processes and related internal controls on behalf of the Board. During the fiscal year ended December 31, 2009, the Audit Committee met 8 times.

In overseeing the audit process, the Audit Committee obtained from the independent auditors their letter dated February 19, 2010, as required by the Independent Standards Board Standard No. 1, describing all relationships between the auditors and the Corporation that might bear on the auditors’ independence and the auditors’ judgment that they are, in fact, independent and discussed with the auditors the disclosures therein. The Audit Committee also reviewed the organizational structure, procedure and practices that support the objectivity of the internal audit department and reviewed the Internal Audit Department Charter. The Audit Committee reviewed with both the independent and the internal auditors their audit plans, audit scope and identification of audit risks.

The Audit Committee discussed, with and without management present, the results of the independent auditors’ communications required by generally accepted auditing standards. The Committee also discussed the results of the internal audit examinations.

In meetings with financial management, internal audit and the independent auditors, the Audit Committee reviewed the interim financial statements and interim earnings releases and approved the interim financial statements for the applicable quarter. The Audit Committee also reviewed and approved the quarterly “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”).

The Audit Committee reviewed and discussed the MD&A and the audited financial statements of the Corporation as of and for the fiscal year ended December 31, 2009, with management and the independent auditors, including the quality and acceptability of the Corporation’s financial reporting practices and the completeness and clarity of the related financial disclosures. Management is responsible for the preparation of the Corporation’s financial statements and the independent auditors are responsible for auditing those financial statements.

The Audit Committee reviewed the processes involved in evaluating the Corporation’s internal control environment and the Audit Committee also oversaw and monitored the 2009 compliance process related to the certification and attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

Based on the above-mentioned review and discussions with management and the independent auditors, the Audit Committee recommended to the Board that the audited consolidated financial statements and MD&A be included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, for filing with the SEC and Canadian securities regulatory authorities. The Audit Committee also recommended the reappointment, subject to shareholder approval, of the independent auditors.

The Audit Committee reviews the Corporation’s Disclosure Controls and Procedures on an annual basis as well as its committee charter and the PotashCorp Core Values and Code of Conduct. Both the Audit Committee Charter and the PotashCorp Core Values and Code of Conduct are available to shareholders and others on the Corporation’s website, www.potashcorp.com. The Audit Committee Charter is also attached as Appendix F. The Audit Committee has oversight responsibility for the Corporation’s compliance with legal and regulatory requirements. The Audit Committee receives regular periodic reports of the Corporation’s ethics and compliance activities, including a review of management’s compliance risk assessment and the efforts undertaken to mitigate ethics and compliance risks during the year, including an overview of the corporate ethics and compliance training program and quantitative and qualitative accounts of compliance matters which have been reported to the Corporation. In addition to ensuring that there are mechanisms for

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the anonymous submission of ethics and compliance reports generally, the Audit Committee has established specific procedures for:

•  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.

In 2009, the Audit Committee regularly received updates and reports on the status of PotashCorp’s pending transition to IFRSs. In addition to its ongoing responsibilities and oversight, the Committee received in 2009 an education presentation by management in the area of taxation.

Submitted on behalf of the Audit Committee: Alice D. Laberge, Christopher M. Burley, C. Steven Hoffman, Keith G. Martell and Jeffrey J. McCaig.

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Adoption of 2010
Performance Option Plan

On February 19, 2010, the Board adopted a new performance option plan (the “2010 Performance Option Plan”), subject to the approval of the 2010 Performance Option Plan by the Corporation’s shareholders at the Meeting. If approved, the 2010 Performance Option Plan will be deemed effective as of January 1, 2010 (the “Effective Date”) and will permit the grant of options to purchase up to 1,000,000 Shares to individual officers and employees of the Corporation and its subsidiaries. Non-employee directors and other non-employee contractors and third party vendors will not be eligible to participate in the 2010 Performance Option Plan.

Options to purchase Shares may be granted under the terms of the 2010 Performance Option Plan only during 2010 and no options will be granted prior to the Meeting. Unless sooner terminated as provided therein, the 2010 Performance Option Plan will terminate one year from the Effective Date, although the terms of the plan will continue to govern options granted thereunder prior to termination.

The 2010 Performance Option Plan will be administered by the Compensation Committee or any other Board Committee designated by the Board. A copy of the 2010 Performance Option Plan is attached as Appendix C. This description of the 2010 Performance Option Plan is qualified, in its entirety, by the terms of the attached plan document.

If approved, the 2010 Performance Option Plan will result in up to 0.34% (as at February 19, 2010) of the outstanding share capital of the Corporation being available for issue pursuant to the exercise of options granted under the 2010 Performance Option Plan. The aggregate number of Shares in respect of which stock options may be granted to any one person pursuant to the 2010 Performance Option Plan and which remain outstanding may not at any time exceed 250,000 Shares, representing 0.08% (as at February 19, 2010) of the outstanding share capital of the Corporation.

Under the terms of the 2010 Performance Option Plan, options will generally have a term of ten years, except that if the term expires during a blackout period applicable to a relevant optionee, or within 10 trading days after the expiration of the blackout period applicable to the relevant optionee, the term shall expire on the tenth trading day after the end of such blackout period. For purposes of the 2010 Performance Option Plan, “blackout period” refers to any period during which the relevant optionee is prohibited by the Corporation’s trading policy from trading in the Corporation’s securities.

Options will vest at the end of the three-year performance cycle ending December 31, 2012, subject to the Corporation’s achievement of the performance criteria described in the 2010 Performance Option Plan. The performance metrics and vesting scale have been designed in accordance with the Corporation’s compensation philosophy. See “Compensation Discussion and Analysis”. In general, options will vest as determined by a schedule that references the Corporation’s performance during the performance cycle as measured by reference to cash flow return on investment and weighted average cost of capital. Any options that do not become vested will terminate at the end of the performance cycle.

The number of options granted to each individual optionee will be targeted to deliver total compensation in the upper quartile of the Comparator Group for corporate performance, based on cash flow return on investment and weighted average cost of capital, above the 75^th percentile of the DAXglobal Agribusiness Index (“DAX Ag”). Similarly, for corporate performance at the 50^th percentile of the DAX Ag, the number of options granted will be targeted to deliver total compensation at the median of the Comparator Group.

It is anticipated that there will be approximately 270 participants in the 2010 Performance Option Plan. Following shareholder approval of the 2010 Performance Option Plan at the Meeting, a determination will be made as to the number of options to be granted to executive officers and other participants, which options will be granted in accordance with the criteria described below.

The option price for any option granted under the 2010 Performance Option Plan to any optionee shall be fixed by the Board when the option is granted and, for optionees resident in the United States and any other optionees designated by the Board, the option price shall not be less than the fair market value of a Share at such time, which shall be deemed to be the closing price per Share on the NYSE on the last trading day immediately preceding the day the stock option is granted. For all other optionees, the option price shall be deemed to be the closing price per Share on the TSX on the last trading day immediately preceding the day the stock option is granted. In either case, if the Shares did not trade on such

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exchange on such day, the option price shall be the closing price per Share on such exchange on the last day on which the Shares traded on such exchange prior to the day the stock option is granted.

The 2010 Performance Option Plan requires all options to be subject to provisions to the effect that:

(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, directly or indirectly, by one or more of the optionee or the spouse, children or grandchildren of the optionee (each, a “Permitted Assignee”). If a stock option is assigned to one or more Permitted Assignees, nothing contained in this paragraph (d) shall prohibit a subsequent assignment of such stock option to one or more other Permitted Assignees or back to the optionee.

Nothing contained in paragraphs (a), (b) or (c) above shall extend the period during which a stock option may be exercised beyond its term, or any earlier date on which it is otherwise terminated in accordance with the provisions of the 2010 Performance Option Plan.

If a stock option is assigned pursuant to paragraph (d)(ii) above, the references in paragraphs (a), (b) and (c) above to the termination of employment or death of an optionee shall not relate to the assignee of a stock option but shall relate to the original optionee. In the event of such assignment, legal personal representatives of the original optionee shall not be entitled to exercise the assigned stock option, but the assignee of the stock option or the legal personal representatives of the assignee may exercise the stock option during the applicable specified period.

The Board may amend or discontinue the 2010 Performance Option Plan at any time, without obtaining approval of the shareholders of the Corporation unless required by the relevant rules of the TSX, provided that no such amendment may increase the aggregate maximum number of Shares that may be subject to stock options granted under the 2010 Performance Option Plan, change the manner of determining the minimum option price, extend the option term under any option beyond ten years (or the date on which the option would otherwise expire under the plan), expand the assignment provisions of the 2010 Performance Option Plan, permit non-employee directors to participate in the 2010 Performance Option Plan or, without the consent of the holder of the option, alter or impair any option previously granted to an optionee under the 2010 Performance Option Plan; and provided further, for greater certainty, that, without the prior approval of the Corporation’s shareholders, stock options issued under the 2010 Performance Option Plan shall not be repriced, replaced or regranted through cancellation, or by lowering the option price of a previously granted stock option. In the event of certain transactions affecting the capitalization of the Corporation, including a merger, the Board shall make appropriate adjustments in the number or option price of outstanding options or the number of Shares available for grant and other authorized limits under the 2010 Performance Option Plan to reflect such transaction.

If a change of control (as defined in the 2010 Performance Option Plan) occurs and either (1) the successor fails to assume the Corporation’s obligations under the 2010 Performance Option Plan or fails to convert or replace stock

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options granted thereunder with equivalent options, or (2) during the two years following the change of control, the optionee is terminated without Cause (as defined in the 2010 Performance Option Plan) or the optionee resigns his or her employment for Good Reason (as defined in the 2010 Performance Option Plan), all unvested options then outstanding will become fully vested. Each stock option granted under the 2010 Performance Option Plan to an optionee that participates in the Corporation’s Medium-Term Incentive Plan will be subject to the terms and conditions of the Corporation’s Policy on Recoupment of Unearned Compensation, which is described in the section “Compensation”.

A participant in the 2010 Performance Option Plan who is employed and resident in Canada will be deemed to receive a benefit from employment in the year he or she exercises options under the 2010 Performance Option Plan equal to the difference between the exercise price and the market price of the Shares at the time of exercise, multiplied by the number of Shares over which options are exercised. One-half of this amount will be deducted in the participant’s taxable income in the year of exercise. If the participant so elects, and subject to certain limitations, taxation of the said benefit may be deferred from the year of exercise until the earliest of the year the participant disposes of the Shares, dies or ceases to be resident in Canada for tax purposes. The participant will have a cost base in the optioned Shares equal to their market value on the date of exercise for purposes of computing any capital gain or capital loss on any subsequent disposition of the Shares. The Corporation may not take any tax deduction in respect of the benefits deemed to be received by participants under the 2010 Performance Option Plan in Canada.

All of the options granted under the 2010 Performance Option Plan will be treated as non-qualified stock options for U.S. federal income tax purposes. A participant in the 2010 Performance Option Plan who is employed and resident in the U.S. will not be deemed to receive any income at the time an option is granted, nor will the Corporation’s applicable subsidiary be entitled to a deduction at that time. However, when any part of an option is exercised, the participant will be deemed to have received ordinary income in an amount equal to the difference between the exercise price of the option and the fair market value of the Shares received on the exercise of the option. The Corporation’s applicable subsidiary will be entitled to a tax deduction in an amount equal to the amount of ordinary income realized by such participants. Upon any subsequent sale of the Shares acquired upon the exercise of an option, any gain (the excess of the amount received over the fair market value of the Shares on the date ordinary income was recognized) or loss (the excess of the fair market value of the Shares on the date ordinary income was recognized over the amount received) will be a long-term capital gain or loss if the sale occurs more than one year after such date of recognition and otherwise will be a short-term capital gain or loss.

Grants under the 2010 Performance Option Plan will be made after shareholder approval is obtained and during the 2010 fiscal year.

In order for the 2010 Performance Option Plan to become effective, the resolution to approve the 2010 Performance Option Plan must be passed by a majority of the votes cast by the shareholders who vote in respect of the resolution.

UNLESS A PROXY SPECIFIES THAT THE SHARES IT REPRESENTS SHOULD BE VOTED AGAINST THE RESOLUTION TO APPROVE THE 2010 PERFORMANCE OPTION PLAN, THE PROXY-HOLDERS NAMED IN THE ACCOMPANYING FORM OF PROXY INTEND TO VOTE FOR THE RESOLUTION.

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Securities Authorized for Issuance Under Equity Compensation Plans

The Corporation has seven other stock option plans as set forth in the table below, all of which have received shareholder approval.

					Outstanding
			Options		Options as
	Period of	Maximum	Granted and		Percentage of
	Permitted	Option	Outstanding		Shares
Name of Plan	Option Grants	Grants	(as of 1/1/2010)		Outstanding
	Feb. 21, 2009 –
2009 Performance Option Plan	Dec. 31, 2009	1,000,000		636,400	0.22%
	Feb. 21, 2008 –
2008 Performance Option Plan	Dec. 31, 2008	1,000,000		481,000	0.16%
	Feb. 21, 2007 –
2007 Performance Option Plan	Dec. 31, 2007	3,000,000		1,702,350	0.58%
	Feb. 28, 2006 –
2006 Performance Option Plan	Dec. 31, 2006	4,200,000		2,395,500	0.81%
	March 1, 2005 –
2005 Performance Option Plan	Dec. 31, 2005	3,600,000		2,386,335	0.81%
Stock Option Plan — Officers and Employees	Various	Various		4,905,790	1.66%
Stock Option Plan — Directors	Various	Various		202,050	0.07%
TOTAL				12,709,425	4.11%

Additional information regarding the above stock option plans can be found in the Corporation’s Management Proxy Circulars for the annual meeting of shareholders held in 2009, 2008, 2007, 2006 and 2005. No amendments to the stock option plans were adopted during the Corporation’s fiscal year ended December 31, 2009.

The following table provides information about securities that may be issued under the Corporation’s existing equity compensation plans, as of December 31, 2009 and February 19, 2010.

Equity Compensation Plan Information

			(c) Number of Shares
	(a) Number of Shares	(b) Weighted-	remaining available for
	to be issued upon	average exercise	future issuance under
	exercise of	price of outstanding	equity compensation
	outstanding options,	options, warrants	plans (excluding Shares
Plan Category	warrants and rights	and rights	reflected in column (a))
December 31, 2009
Equity compensation plans approved by shareholders	12,709,425 (1)	$38.54	0
Equity compensation plans not approved by shareholders	n/a	n/a	n/a
February 19, 2010
Equity compensation plans approved by shareholders	12,591,057 (2)	$38.74	0
Equity compensation plans not approved by shareholders	n/a	n/a	n/a

(1)

Of this amount, 2,386,335 options were outstanding pursuant to the 2005 Performance Option Plan, 2,395,500 options were outstanding pursuant to the 2006 Performance Option Plan, 1,702,350 options were outstanding pursuant to the 2007 Performance Option Plan, 481,000 options were outstanding pursuant to the 2008 Performance Option Plan, 636,400 options were outstanding pursuant to the 2009 Performance Option Plan, 4,905,790 options were outstanding pursuant to the Stock Option Plan — Officers and Employees and 202,050 options were outstanding pursuant to the Stock Option Plan — Directors.

(2)

Of this amount, 2,355,643 options were outstanding pursuant to the 2005 Performance Option Plan, 2,360,900 options were outstanding pursuant to the 2006 Performance Option Plan, 1,702,350 options were outstanding pursuant to the 2007 Performance Option Plan, 481,000 options were outstanding pursuant to the 2008 Performance Option Plan, 636,400 options were outstanding pursuant to the 2009 Performance Option Plan, 4,859,214 options were outstanding pursuant to the Stock Option Plan — Officers and Employees and 195,550 options were outstanding pursuant to the Stock Option Plan — Directors.

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Corporate Governance

•  The Board recognizes the importance of ongoing director education. To facilitate ongoing director education, PotashCorp, among other initiatives, schedules a site visit in conjunction with a Board meeting at least annually and encourages presentations by outside experts to the Board or committees on matters of particular import or emerging significance.

•  In connection with PotashCorp’s adoption of an advisory “Say on Pay” vote for 2010, the Board has evaluated and will be expanding its current shareholder outreach programs.

Statement of Corporate Governance Practices

PotashCorp, its Board and its management are committed to the highest standard of corporate governance. The Board, through the CG&N Committee, continually evaluates and enhances the Corporation’s corporate governance practices by monitoring Canadian and U.S. regulatory developments affecting corporate governance and transparency of public company disclosure.

As a Canadian reporting issuer with securities listed on the TSX and NYSE, the Corporation complies with the applicable regulatory requirements concerning corporate governance in both Canada and the United States.

Members of the Corporate Governance and Nominating Committee for 2009

Mary Mogford (Chair)
Christopher M. Burley (from his appointment on May 7, 2009)
Wade Fetzer III (until his retirement on May 7, 2009)
Dallas J. Howe
Alice D. Laberge

Role of the Corporate Governance and Nominating Committee

The CG&N Committee is responsible for overseeing compliance with current and emerging governance requirements established by governmental regulators in the United States and Canada and by the NYSE and TSX. The CG&N Committee maintains a checklist of regulatory requirements which is updated and reviewed at every meeting. The CG&N Committee also is responsible for developing and implementing best Board governance practices.

See page 32 for more details.

Nominating Process

The role of the CG&N Committee is also to identify individuals qualified to become members of the Board consistent with criteria approved by the Board, to recommend to the Board nominees for election to the Board at each annual meeting of shareholders or to fill vacancies on the Board and to address related matters.

Nominees must possess and exhibit the highest degree of integrity, professionalism, values and independent judgment.

Director Orientation and Continuing Education

The Board has adopted a written New Director Orientation Policy and also recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process. See page 34 for details.

Ability of Shareholders to Communicate With the Board

The Corporation has a process for shareholders and other interested parties who wish to communicate with members of the Board, including the Chair or the non-management directors as a group. See page 35 for details.

To further facilitate communications between the Corporation’s shareholders and the Board, the Corporation has adopted a policy that all directors standing for re-election and all new director nominees are expected to attend the Meeting. In 2009, all such directors and nominees attended the annual meeting.

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Statement of Corporate Governance Practices

PotashCorp, its Board and its management are committed to the highest standard of corporate governance. The Board, through its Corporate Governance and Nominating Committee, continually evaluates and enhances the Corporation’s corporate governance practices by monitoring Canadian and U.S. regulatory developments affecting corporate governance and transparency of public company disclosure.

In Canada, we comply with corporate governance rules of the Canadian securities regulatory authorities in all of the provinces and territories of Canada. The Corporation is required to disclose its corporate governance practices in accordance with NI 58-101 in reference to the benchmarks set out in National Policy 58-201 “Corporate Governance Guidelines”.

In the United States, the Corporation is required to comply with the provisions of the Sarbanes-Oxley Act of 2002 and the rules adopted by the SEC pursuant to that Act, as well as the governance rules of the NYSE, in each case as applicable to a foreign private issuer. The Corporation complies with the current corporate governance rules of the NYSE. There are no significant differences between the Corporation’s corporate governance practices and those required of U.S. domestic issuers under the NYSE listing standards.

To comply with the applicable corporate governance standards and achieve those best practices, the Board has adopted the “PotashCorp Governance Principles” and “PotashCorp Core Values and Code of Conduct”. The complete text of the “PotashCorp Governance Principles”, the “PotashCorp Core Values and Code of Conduct”, and the Board and Committee Charters, as well as other governance related documents, can be found on the Corporation’s website, www.potashcorp.com, and are available in print to any shareholder who requests a copy.

In accordance with NI 58-101, the Corporation annually discloses information relating to its system of corporate governance. Details of the Corporation’s corporate governance practices are described in Appendix A to this Management Proxy Circular. Furthermore, in accordance with the requirements of NI 58-101, the text of the Corporation’s Board of Directors Charter is attached as Appendix E. In addition, the Board of Directors Charter, the Board Committee charters and the “PotashCorp Governance Principles” are also available on the Corporation’s website, www.potashcorp.com, and in print to any shareholder who requests a copy. The board has determined that the Corporation is best served by dividing the responsibilities of the Chairman of the Board and the Chief Executive Officer. The positions of Chairman and Chief Executive Officer have been separate since July 1999.

The Board exercises its duties directly and through its Committees. The Board has four standing committees: the Audit Committee, the Corporate Governance and Nominating Committee, the Compensation Committee and the Safety, Health and Environment Committee. The recent activities of the Corporate Governance and Nominating Committee are described below in this section. The report of the Compensation Committee is contained in the section on “Compensation” and the report of the Audit Committee can be found in the section “Appointment of Auditors and Report of Audit Committee”.

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M. Mogford, Chair	C. Burley	D. Howe	A. Laberge

Corporate Governance and Nominating Committee Report

General

The Corporation has a standing Corporate Governance and Nominating Committee, referred to as the “CG&N Committee” hereinafter in this report. The CG&N Committee has a charter which is available to shareholders and others at the Corporation’s website, www.potashcorp.com. Each of the following four directors who comprise the CG&N Committee is independent according to the Board’s independence standards as set out in the “PotashCorp Governance Principles” (which is available on the Corporation’s website), NI 58-101, applicable rules of the SEC and the corporate governance rules of the NYSE. See also “Nominees for Election to the Board of Directors — Director Independence and Other Relationships”. During the fiscal year ended December 31, 2009, the CG&N Committee met 5 times.

Mary Mogford (Chair)
Christopher M. Burley (from his appointment on May 7, 2009)
Wade Fetzer III (until his retirement on May 7, 2009)
Dallas J. Howe
Alice D. Laberge

Disclosure Regarding Governance Procedures

The CG&N Committee is responsible for overseeing compliance with current and emerging governance requirements established by governmental regulators in the United States and Canada and by the NYSE and TSX. The CG&N Committee maintains a checklist of regulatory requirements which is updated and reviewed at every meeting. The CG&N Committee also is responsible for developing and implementing best Board governance practices. The Chair of the CG&N Committee works closely with the Corporate Secretary, the Associate General Counsel and the Senior Director of Investor Relations to ensure that the CG&N Committee stays aware of developments and trends in best governance practices, particularly from the perspective of regulatory bodies, shareholder advocates, individual and institutional investors, governance organizations and academic commentators. In addition, the CG&N Committee is charged with management of the annual review of the performance of the Board, a process that is described in greater detail on page 12 and in Appendix A.

2009 Governance Activities

In 2009, PotashCorp, in conjunction with its adoption of an advisory say on pay vote, reviewed its practices and procedures in the area of shareholder outreach. In addition to its ongoing commitment to shareholders, the Corporation is implementing a new on-line investor survey to solicit feedback and input from investors.

In early 2010, the Chair of the Corporate Governance and Nominating Committee, the Chair of the Compensation Committee and the Board Chair met with representatives of the Canadian Coalition for Good Governance (CCGG) to discuss the Corporation’s executive compensation and governance outreach efforts.

During 2009, the Committee continued its review of its board “needs matrix” and considered the issues of director succession. It also reviewed and is in the process of refining the Corporation’s practices and procedures regarding corporate donations.

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Disclosure Regarding Nominating Processes

In accordance with the provisions of section 137 of the Canada Business Corporations Act (the “CBCA”), shareholders holding in the aggregate not less than 5% of the Corporation’s outstanding shares may submit a formal proposal for individuals to be nominated for election as directors. Shareholders wishing to make such a formal proposal should refer to the relevant provisions of the CBCA for a description of the procedures to be followed. For additional information regarding shareholder proposals, see “2011 Shareholder Proposals”. Shareholders who do not meet the threshold criteria for making, or otherwise choose not to make, a formal proposal may at any time suggest nominees for election to the Board. Names of and supporting information regarding such nominees should be submitted to: Corporate Secretary, Potash Corporation of Saskatchewan Inc., Suite 500, 122 — 1^st Avenue South, Saskatoon, Saskatchewan, S7K 7G3, Canada.

The role of the CG&N Committee is to identify individuals qualified to become members of the Board consistent with criteria approved by the Board, to recommend to the Board nominees for election to the Board at each annual meeting of shareholders or to fill vacancies on the Board and to address related matters. In addition, the CG&N Committee also develops and recommends to the Board corporate governance principles applicable to the Corporation and is responsible for leading the annual review of the performance of the Board.

A CG&N Committee-recommended nominee for a position on the Board must, at a minimum, meet the qualification standards for directors established by section 105 of the CBCA. In addition, such nominee must possess and exhibit the highest degree of integrity, professionalism, values and independent judgment. While the Committee and the Board do not believe that it is appropriate to adhere to quotas in building a high functioning Board, the Board’s formal Processes for Director Succession and Recruitment expressly encourages the promotion of diversity in the composition of the Board. Thus, when filling board vacancies the greatest emphasis is on finding the best qualified candidates given the particular needs and circumstances of the Board but a director candidate’s diversity of gender, race, nationality or other attributes may be considered favorably in assessing the candidate. In addition to encouraging diversity in the composition of the Board, the CG&N Committee believes that the Board should be comprised of directors who possess experience and expertise in one or more of the following areas:

•  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

On an ongoing basis the CG&N Committee asks incumbent directors and senior management to suggest individuals who should be considered as proposed nominees to the Board. The CG&N Committee identifies the mix of expertise and qualities required for the Board. The Chair of the CG&N Committee, in consultation with the CG&N Committee, the Board Chair and the CEO maintains an evergreen list of potential candidates identified and biographical information for each such potential candidate. When it becomes apparent that a vacancy on the Board will arise, either from mandatory or elective retirement or otherwise, the CG&N Committee reviews its list of potential candidates against the skill sets of incumbent Board members and the range of experience and expertise necessary for the Board. In completing this analysis, the CG&N Committee utilizes a skills matrix. Potential candidates who have, in the opinion of the CG&N Committee, the desired expertise are identified. Those who have the requisite qualifications and meet the Corporation’s standards are ranked by the CG&N Committee in order of preference and contacted to determine their interest in serving on the Board. The CG&N Committee may engage the services of a search firm to assist in the identification of director candidates. The CG&N Committee evaluates all potential candidates in the manner described, no matter what the source of the recommendation.

Prior to joining the Board, new directors are informed of the degree of energy and commitment the Corporation expects of its directors.

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In an uncontested election, any nominee for director who fails to receive votes in favor of his or her election representing at least a majority of the votes cast (added together with the votes withheld) shall tender his or her resignation for consideration by the CG&N Committee. Except in extenuating circumstances, it is expected that the CG&N Committee will recommend to the Board that the resignation be accepted and effective within a period of 90 days and that the action taken be publicly disclosed. To the extent possible, the CG&N Committee and Board members who act on the resignation shall be directors who have themselves received a majority of votes cast.

Disclosure Regarding Director Orientation and Continuing Education

The Board has adopted a written New Director Orientation Policy designed to:

(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.

The orientation program is tailored to the needs of each new director and consists of a combination of written materials, one-on-one meetings with senior management, site visits and other briefings and training as appropriate.

The Board also recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process. To facilitate ongoing education, the Corporation:

(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.

2009 Director Education Activities

In 2009, the Board held a meeting in Santiago, Chile and a site visit and meetings with senior management of one of the Corporation’s strategic investments, Sociedad Quimica y Minera de Chile S.A., were incorporated into the itinerary.

Also, during the year, the Board and its Committees participated in presentations and received educational information and/or materials on a variety of matters and topics, such as:

•  In July, the Board participated in a presentation by the Corporation’s outside counsel, Stikeman Elliott LLP and Jones Day, on regulatory matters of importance and of emerging significance to the Corporation;

•  The Audit Committee regularly received progress reporting on the status of the Corporation’s IFRSs implementation project and received reports on new and emerging issues in its areas of responsibility;

•  The Chair of the Compensation Committee and the Chair of the CG&N Committee attended a Towers Perrin seminar on “Say on Pay” and shareholder outreach matters;

•  At each CG&N Committee meeting the committee was provided with an update by the Corporation’s internal counsel on corporate governance trends and current governance issues;

•  At each Compensation Committee meeting the committee was provided with an update by Watson Wyatt on emerging trends in executive compensation;

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•  In November, 2009, the Board was provided with a presentation by International Plant Nutrition Institute (IPNI) to explain the environmental and agronomic impacts of fertilizer usage, including the effects of over or under application; and

•  Mr. Howe spoke at a Deloitte Director series presentation in 2009, which is a series periodically attended by Directors of the Corporation.

Educational reading materials on matters of significance to the Corporation and the industries in which we operate are included from time to time in the materials provided to directors in advance of meetings. Directors are also canvassed for suggestions on educational presentations and reports, and may request that presentations be made by management or external advisors on issues of particular interest.

Two of the Corporation’s directors (Ms. Mogford and Mr. Burley) are accredited directors under the Institute of Corporate Directors (“ICD”) Director Education Program. Ms. Mogford and Mr. Howe have been honored as Fellows of ICD in recognition of their contributions to corporate governance in Canada. In addition, all members of the Board are members of ICD and the National Association of Corporate Directors (NACD). As such, they have access to events of these organizations which foster director education and advocacy of best practices in governance.

Disclosure Regarding the Ability of Shareholders to Communicate With the Board of Directors

The Corporation has a process for shareholders or other interested parties who wish to communicate with members of the Board, including the Chair or the non-management directors as a group. Communications in writing should be sent to:

PotashCorp Board of Directors
c/o Corporate Secretary
Suite 500, 122 – 1^st Avenue South
Saskatoon, Saskatchewan
S7K 7G3
CANADA

Communications by e-mail should be sent to directors@potashcorp.com.

Matters relating to the Corporation’s accounting, internal accounting controls or auditing matters are referred to the Audit Committee. Other matters are referred to the Board Chair.

To further facilitate communications between the Corporation’s shareholders and the Board, the Corporation has adopted a policy that all directors standing for re-election and all new director nominees are expected to attend the Meeting. In 2009, all such directors and nominees attended the annual meeting.

Submitted on behalf of the CG&N Committee: Mary Mogford, Christopher M. Burley, Dallas J. Howe and Alice D. Laberge.

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Compensation

•  Through and with its Compensation Committee, the Board retains ownership and oversight of executive and director compensation. In 2009, this included the adoption of an advisory “Say on Pay” vote for 2010 and a review of the risks associated with the Corporation’s compensation policies and practices.

•  In 2009, the Committee used its discretion to interpret the Short-Term Incentive Plan so as to provide awards to operational employees for superior performance on certain safety and environmental targets, despite the Corporation’s corporate financial goals and targets not having been met.

Members of the Compensation Committee for 2009

John W. Estey (Chair)
Wade Fetzer III (until his retirement on May 7, 2009)
Keith G. Martell
Jeffrey M. McCaig
Mary Mogford (from her appointment on May 7, 2009)
Paul J. Schoenhals

Role of the Compensation Committee

The role of the Compensation Committee is to formulate and make recommendations to the Board in respect of compensation issues relating to the Corporation’s directors and senior officers. The Compensation Committee makes recommendations regarding the Corporation’s stock option plans and administers the Short- and Medium-Term Incentive Plans, and the Performance Option Plans, each in accordance with its terms. The Compensation Committee reviews and makes recommendations regarding the general merit increase budget for salaried and non-bargaining hourly employees and has general oversight of employee benefit programs. In addition, the Compensation Committee, in consultation with the Chief Executive Officer, considers and reports to the Board regarding employee or executive succession matters. See page 37 for more details.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee serves, or has at any time served, as an officer or employee of the Corporation or any of its subsidiaries. None of the Corporation’s executive officers has served as a member of a compensation committee of any other entity, one of whose executive officers served as a member of the Compensation Committee. See page 39 for more details.

Compensation Discussion and Analysis

The Corporation’s executive compensation consists of six main elements: base salary, short-term incentives, performance units, performance stock options, retirement benefits and severance benefits. The Corporation designs executive compensation policies to attract, motivate and retain qualified executives. To emphasize performance-based compensation, the Corporation benchmarks total cash compensation levels to the median of a peer group of companies and provides the opportunity to earn total compensation above the median through medium-term and long-term incentive plans. See page 40 for details.

The Corporation believes that the most effective compensation program is one that is competitive within the marketplace, rewards the achievement of specific annual, long-term and strategic goals and aligns the interests of executives with shareholders by rewarding performance above established goals with the ultimate objective of increasing shareholder value. To accomplish these objectives, most compensation is variable and fluctuates based on individual and corporate performance.

Share Ownership Guidelines

The Corporation strongly supports Share ownership by its executive officers. Each of its executive officers is required to hold Shares with a value of between one and five times the executive officer’s base salary, depending on the executive officer’s position. The share ownership guidelines reflect the value of Shares held by executive officers and can be met through direct or beneficial ownership of Shares. See page 51 for details.

Chief Executive Officer Compensation

The Board considered certain goals and achievements in making decisions related to the 2009 and 2010 compensation of the Chief Executive Officer of the Corporation. See page 52 for details.

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J. Estey, Chair	K. Martell	J. McCaig	M. Mogford	P. Schoenhals

Report of the Compensation Committee and
Compensation Committee Responsibilities and Procedures

Composition of the Compensation Committee

We have a standing Compensation Committee, referred to as the “Committee” in this Compensation section. The Committee is, at present, composed of five directors: John W. Estey (Chair), Keith G. Martell, Jeffrey J. McCaig, Mary Mogford and Paul J. Schoenhals. The Board has determined that each of the directors who served as members of the Committee during the year ended December 31, 2009, is independent according to the Board’s independence standards as set out in the “PotashCorp Governance Principles” (which is available on our website, www.potashcorp.com), NI 58-101, applicable rules of the SEC and the NYSE corporate governance rules. See also “Board of Directors — Director Independence and Other Relationships”. The Board believes that the members of the Committee have the knowledge and experience to effectively perform their responsibilities. The members of the Committee have expertise in, among other areas, business management and finance, and four of the members are current or former principal executive officers. See also “Board of Directors — Nominees for Election to the Board of Directors”.

The Committee held six meetings in the last fiscal year. The Committee meets without management present at each committee meeting.

Compensation Committee Responsibilities and Procedures

The Committee has a Committee Charter, which is available on our website and in print to any shareholder who requests a copy from our Corporate Secretary. The Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the Committee.

As described in the Committee’s charter, the Committee has the responsibility to:

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 for 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.	Participate in the long-range planning for executive development and succession, and develop a CEO succession plan;
6.	Develop 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;
8.	Annually review the performance of our pension and other retirement benefit plans;

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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; and
11.	Perform other review functions relating to management compensation and human resources policies as the Committee deems appropriate.

As the chief human resources officer, the Senior Vice President, Administration is our company’s representative to the Committee and provides the Committee with information and input on corporate compensation and benefits philosophy and plan design, succession planning, program administration and the financial impact of director, executive and broad-based employee compensation and benefit programs. In addition, the Senior Vice President, Administration provides information to and works with the Committee’s executive compensation consultant as directed by the Committee.

CEO Succession Planning

In accordance with its Charter, the Compensation Committee is charged with long-range planning for executive development and succession, including development of a CEO succession plan.

The Committee formally addresses succession planning twice each year, in its September and January meetings. In September, it reviews the succession plan status for all executive and management positions, assessing whether there is a readiness to fill potential vacancies with qualified people, gaps in the readiness, and ways to continually improve the process. In the January session, the Committee meets in camera with the CEO to review the performance and status of each of the CEO’s direct reports and the potential successors for them. The Committee also focuses specifically on CEO succession. The Committee and the CEO discuss the qualifications required for the position, the competencies and development considerations for each potential successor candidate, and the performance of individual executives in their current roles. The resulting CEO successor analysis and plan is presented for discussion and approval to the full Board.

The Board regularly interacts with the members of the executive management team and knows them and their capabilities well. The Board also meets key staff members through their participation in meetings and presentations to the Board and informally through a variety of social events during the year, designed to allow Board members to get to know members of the management who are potential future leaders of the company.

2009 Compensation Committee Work Plan

Attached hereto as Appendix G is a copy of the Committee’s 2009 Annual Work Plan, which summarizes actions taken and matters reviewed by the Committee during 2009.

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Compensation Approval Process

The below chart summarizes the approval process for the compensation of our Chief Executive Officer and our Named Executive Officers (as defined below).

Compensation Risk Analysis

The Board, principally through its committees, oversees the company’s risk management processes. As a component of this overall responsibility, we evaluated in 2009, with assistance from Watson Wyatt, our policies and practices for compensating our employees, including our Named Executive Officers, to assess the relationship between compensation and organizational risk. Based on this evaluation, we believe that our compensation programs do not encourage excessive risk taking, and we have not identified risks arising from our compensation policies and practices that are reasonably likely to have a material adverse effect on the company.

Compensation Committee Interlocks and Insider Participation

During 2009, none of the members of the Committee served, or has at any time served, as an officer or employee of our company or any of our subsidiaries. None of our executive officers has served as a member of a compensation committee, or other committee serving an equivalent function, of any other entity, one of whose executive officers served as a member of the Committee.

Report of the Compensation Committee

The following report has been submitted by the Committee:

The Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Management Proxy Circular with management and, based on this review and discussion, recommends that it be included in our annual report on Form 10-K for the year ended December 31, 2009 and in this Management Proxy Circular.

By the Compensation Committee:

John W. Estey (Chair)
Keith G. Martell
Jeffrey J. McCaig
Mary Mogford
Paul J. Schoenhals

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Compensation Discussion and Analysis

Executive Summary

The following Compensation Discussion and Analysis discusses the structure, policies, principles and elements of our executive compensation program as well as the process related to and individuals involved in our executive compensation decisions. Information about the compensation awarded to our Named Executive Officers (as defined below) in 2007, 2008 and 2009 can be found in the Summary Compensation Table and related compensation tables beginning on page 55.

The Compensation Committee has engaged Watson Wyatt as executive compensation consultants. Watson Wyatt reports to the Chair of the Committee and primarily provides input to the Committee on the philosophy and competitiveness of the design and award values for certain of our executive and director compensation programs.

As discussed in further detail below, our executive compensation consists of six main elements: base salary, short-term incentives, performance units, performance stock options, retirement benefits and severance benefits. We design executive compensation policies to attract, motivate and retain qualified executives. To emphasize performance-based compensation, we benchmark total cash compensation levels to the median of a peer group of companies and provide the opportunity to earn total compensation above the median through medium-term and long-term incentive plans.

Based on a study conducted by Watson Wyatt in 2009, during the past three years, the realized pay of our Named Executive Officers was within the top quartile of our peer group, coinciding with the top quartile performance of our company relative to our peer group. Watson Wyatt conducted similar studies in 2007 and 2008 and obtained results that are consistent with the results of the 2009 study. A similar study of 2008 chief executive officer compensation at companies comprising the S&P/TSX 60 Index conducted by the Hay Group, an independent executive compensation consulting group, found similar results for the compensation of our CEO. We believe the results of these studies demonstrate the alignment between our Named Executive Officers’ compensation and our performance and support the Compensation Committee’s compensation philosophy.

We design our incentive plans with performance periods of varying durations. We provide executives with annual incentives through the Short-Term Incentive Plan, three-year incentives through the Medium-Term Incentive Plan and ten-year incentives through the Performance Option Plans. To align incentive compensation with shareholder interests, we link the amount of variable compensation to total shareholder return or metrics with a demonstrated relationship to total shareholder return. Our incentive plans do not provide mechanisms by which executives can monetize unvested equity awards.

100% of the outstanding options granted under our 2007 Performance Option Plan vested based on the difference between our cash flow return on investment and our weighted average cost of capital during the three-year performance period ended December 31, 2009.

We also provide retirement benefits to supplement the income of our employees after their retirement, and in cases of termination without cause, we strive to provide appropriate severance benefits that reflect the potential difficulty in obtaining comparable employment in a short period of time and provide for a complete separation between the terminated employee and our company. In the past, we entered into change in control agreements with certain of our senior executives, which agreements remain outstanding. No new agreements have been entered into since 1994.

We strongly support Share ownership by our executives. Each of our executives is required to hold Shares with a value of between one and five times the executive’s base salary, depending on the executive’s position. Our share ownership guidelines reflect the value of Shares held by executives and can be met through direct or beneficial ownership of Shares.

For a discussion of the goals and achievements considered by the Board in making decisions related to certain elements of the 2009 and 2010 compensation of our Chief Executive Officer, see “— Chief Executive Officer Compensation”.

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Compensation Structure and Policies

We design executive compensation policies, as described below, to attract, motivate and retain qualified executives. We believe that the most effective compensation program is one that is competitive within the marketplace, rewards the achievement of specific annual, long-term and strategic goals by the company and aligns the interests of executives with shareholders by rewarding performance above established goals with the ultimate objective of increasing shareholder value. To accomplish these objectives, most compensation is variable and fluctuates based on individual and corporate performance. To align variable compensation with shareholder interests, we link the amount of variable compensation to total shareholder return or metrics with a demonstrated relationship to total shareholder return. In addition, we have adopted a recoupment policy pursuant to which the Board can require reimbursement of an executive officer’s incentive compensation or cancel an executive officer’s unvested performance option awards if the Board learns of misconduct by the executive officer that contributed to the company having to restate its financial statements.

See “Report of the Compensation Committee and Compensation Committee Responsibilities and Procedures — Compensation Risk Analysis” for a discussion of the company’s analysis of the risks associated with its compensation policies generally.

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 Dow Jones U.S. Basic Materials Index, which we refer to herein as the “DJUSBMI” as a benchmark for determining the relative performance of our company. In 2009, we replaced the DJUSBMI with the DAXglobal Agribusiness Index, which we refer to herein as the “DAX Ag”, as a benchmark for determining relative performance. We believe the companies that make up the DAX Ag more directly measure the performance of the agribusiness sector, including some of our direct competitors, and the global nature of our business.

•  We establish the overall value of retirement and welfare benefits at approximately the median of comparable companies.

Elements of Executive Compensation: Overview

Our executive compensation consists of six main elements: base salary, short-term incentives, performance units issued under the Medium-Term Incentive Plan, which measures a performance period of three years, performance stock options issued as long-term incentives, retirement benefits and severance benefits.

We combine these elements, particularly base salary, and the short, medium and long-term incentives, to provide a total compensation package that attracts highly qualified individuals and provides strong incentive to align efforts and motivate executives to deliver company performance that creates sustaining shareholder value. The total value of the compensation package is weighted towards the variable incentive components. In particular, medium-term and long-term incentive targets comprise about 60% and short-term incentive targets comprise about 15% of total potential compensation value. The total value of our CEO’s compensation package is weighted even more heavily towards medium- and long-term incentive compensation.

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The following charts set forth the relative weight of 2009 compensation attributable to base salary, short-term incentive targets and medium- and long-term incentive targets for (1) our CEO and the average of the CEOs of the Comparator Group, and (2) our Named Executive Officers and the average of the Named Executive Officers of the Comparator Group.

Our CEO Compensation	CEO Compensation of Comparator Group

Our NEO Compensation	NEO Compensation of Comparator Group

We establish corporate performance goals for each variable incentive component. For short-term incentives, we set corporate and operating group financial and operating goals annually. The Medium-Term Incentive Plan incorporates absolute and relative total shareholder return targets over a three-year period, with potential payout occurring only at the end of the three-year period. The performance periods under the Medium-Term Incentive Plan do not overlap. As a result, awards, if earned, are paid out only once every three years. Our long-term incentive program grants performance stock options, which we refer to as performance options because the plan includes a performance target required for vesting of the options in addition to the inherent requirement of stock appreciation for the vested options to have value. Vesting is determined at the end of a three-year period based upon a target for cash flow return on investment compared to the weighted average cost of capital. The option term is generally ten years from the date of grant.

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More detail on each element and its purpose within the total executive compensation program is described in the following table and further in this report.

			Performance
Current Compensation	Form	Eligibility	Period
Base 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	Annual
Short-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 (±30%) to recognize individual performance, provided the total adjusted awards approximate the total awards at mid-point.	Cash	All executives and most salaried staff and union and non-union hourly employees	1 year
Medium-term incentives •   As of January 1, 2009, we issued units at a price equal to the average closing price of our common stock for the last 30 trading days of 2008. •   Each award vests and is paid out at the end of the three-year performance period (December 31, 2011). 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 TSR of the DAX Ag. •   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 2011, 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 2008.	Performance Share Units	All executives and senior management (approximately 71 individuals)	3 years
Long-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 make 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 267 individuals)	3 year vesting 10 year option term

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			Measurement
Post-Retirement and Termination Compensation	Form	Eligibility	Period
Retirement Benefits
Canadian 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 period
Canadian Supplemental Retirement Income Plan •   Benefits are based on 2% of the average of the participant’s three highest consecutive 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 “— Retirement 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 years
U.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 “— Retirement 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 years
U.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 years
Severance Benefits
Change 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 employment
General severance benefits •   Benefits are generally 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

In addition to the above elements of compensation, certain U.S. employees participate in our 401(k) plan, which we refer to herein as the “401(k) Plan”, and certain Canadian employees participate in our savings plan, which we refer to herein as the “Savings Plan”. Pursuant to the 401(k) Plan and the Savings Plan, we make company contributions for the benefit

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of participants. For information about the amount of company contributions made for the benefit of Named Executive Officers (as defined below) pursuant to such plans, see “Executive Compensation — Summary Compensation Table”. We do not have non-qualified deferred compensation plans or arrangements pursuant to which our Named Executive Officers may elect to defer current compensation. Where appropriate, we design our compensation arrangements to provide relief from Section 162(m) of the Internal Revenue Code.

Elements of Executive Compensation: Purpose and Details

Salary

Purpose: A necessary component of compensation to retain qualified employees.

We have established a system of tiered salary levels for senior executives (vice president and above). We assign senior executive positions to an appropriate salary tier that reflects the position’s internal value to our company and equitable considerations based on comparisons to salaries for relevant positions in the Comparative Compensation Information. Within the assigned salary tier, the Committee generally establishes salary guidelines at levels that approximate the median (the 50th percentile) of the Comparative Compensation Information. Individual executive salaries for executives that report directly to the CEO are recommended by the CEO and subject to approval by the CEO and the Committee. The CEO’s salary is subject to approval by the Committee and the Board. Our executives, including our Named Executive Officers, are generally eligible for only one salary increase per year. In light of the challenging business conditions that existed in early 2009, none of our Named Executive Officers received an increase in base salary for 2009.

Incentive Plan Compensation

We design our incentive plans with performance periods of varying durations. We provide executives with annual incentives through the Short-Term Incentive Plan, three-year incentives through the Medium-Term Incentive Plan and ten-year incentives through the Performance Option Plans. Our incentive plans do not provide mechanisms by which executives can monetize unvested equity awards or, except as described below in “Medium-Term Incentive Plan”, obtain value prior to the end of the relevant performance period. We believe that, in the aggregate, the range of performance periods in our incentive plans creates a strong alignment between the interests of our executive officers and shareholders.

The Committee analyzes our incentive plans based on actual and potential performance scenarios to ensure that the value of the incentive awards granted to our Named Executive Officers is appropriately linked to our performance. In 2009, at the request of the Committee, the Committee’s executive compensation consultants, Watson Wyatt, conducted a study of the relationship of our Named Executive Officers’ pay to the performance of our company. For purposes of the study, pay included base salary, the payout value or, if not yet paid, the 2008 year-end value of incentive awards granted during the measurement period and the aggregate annual change in the value of stock options during the measurement period. Company performance was measured based on growth in cash flow per Share, growth in earnings per Share and total shareholder return during the measurement period. The study concluded that during the three years ended December 31, 2008, the pay of our Named Executive Officers was within the top quartile of the Comparator Group, coinciding with the top quartile performance of our company relative to the Comparator Group. Watson Wyatt conducted similar studies in 2007 and 2008 and obtained results that are consistent with the results of the 2009 study. A similar study of 2008 chief executive officer compensation at companies comprising the S&P/TSX 60 Index conducted by the Hay Group found similar results for the compensation of our CEO.

We believe the results of the Watson Wyatt and Hay Group studies demonstrate an alignment between our Named Executive Officers’ compensation and our performance, reflecting the Committee’s compensation philosophy of providing the opportunity to achieve compensation above the median through medium-term and long-term incentive plans if our performance exceeds the median performance of comparable companies.

— Short-Term Incentive Plan

Purpose: To develop strong corporate management by providing annual financial incentives to achieve corporate success; to attract, retain, motivate and reward productive employees who support corporate and operational goals.

Our Short-Term Incentive Plan provides for incentive awards based on an individual’s performance and position and our financial and operational results. The plan provides incentives to individuals during a near-term performance period, which we set at one year, and focuses on successful fulfillment of short-term corporate and operational goals.

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We assign participants an incentive award target, expressed as a percentage of salary. Achievement of the target is determined by our cash flow return, as defined in the plan. We use cash flow as a financial measure, because it is strongly correlated with long-term TSR. In addition, we believe that it is useful as an indicator of our ability to service our debt, meet other payment obligations and make strategic investments. In this way, the use of cash flow return as a performance measure under our Short-Term Incentive Plan further supports the alignment between our Named Executive Officers’ compensation and our performance.

For senior executives, including the Named Executive Officers, unadjusted incentive awards can range from 0% to 200% of salary, depending upon an executive’s position, actual cash flow return above the minimum threshold return and compared to the target return. Because the value of the awards under the Short-Term Incentive Plan are capped at specified percentages of participants’ salaries, the Committee can more readily stress-test executive officer compensation and analyze the effect of significant upturns or downturns in company performance. The incentive awards are subject to adjustment (±30%) based on the executive’s individual performance and other factors that the Committee deems appropriate, provided that total adjusted awards approximate total awards at mid-point. Under the terms of the plan, we generally make no payments if our cash flow return is less than 50% of the target set by the Board for that year.

We generally set cash flow return targets that are challenging to achieve. In a strong year in 2007, based on gross margin and total shareholder return, our cash flow return exceeded target but was less than the amount required to deliver the maximum payout for the Short-Term Incentive Plan awards. Given the record results of 2008, the maximum payout level for the plan was achieved.

In 2009, our cash flow return was below the threshold level required to deliver the minimum payout for the Short-Term Incentive Plan awards. As a result, no awards were paid to our Named Executive Officers and other corporate employees. However, the Committee exercised its discretion under the Short-Term Incentive Plan to pay awards to operational employees based on 2009 performance in certain safety and environmental metrics. For information regarding each Named Executive Officer’s 2007 and 2008 Short-Term Incentive Plan awards, see “Executive Compensation — Summary Compensation Table”.

The following table sets forth our performance under the Short-Term Incentive Plan for each of the last three years.

	2009		2008		2007
Cash Flow Return Target		47.26%		23.20%		14.86%
Actual Cash Flow Return(1)		12.72%		45.85%		21.85%
Adjusted Cash Flow Return Ratio(2)		0.2692		1.9766		1.4573

(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

Purpose: To align the interests of our executive officers and shareholders; to reward executive officers and key employees for superior performance over a three-year performance period and for their continued contributions to our success.

Our Medium-Term Incentive Plan aligns the interests of our executives and key employees with those of our shareholders by linking the vesting of awards to the total return to shareholders, or TSR, over a three-year performance period that began January 1, 2009 and ends December 31, 2011. TSR measures the capital appreciation in our Shares, including dividends paid during the performance period, and thereby simulates the actual investment performance of our Shares.

Under the Medium-Term Incentive Plan, we awarded participants a number of units based on the participant’s salary at the later of the beginning of the performance period and the date of initial participation in the plan (multiplied by a factor of up to three to reflect the number of years such participant would participate in the plan), a target award percentage and the average Share price over the 30 trading days immediately preceding the performance period. The target award percentages range from 20% to 70%, depending upon the executive’s position and potential for contribution to our success.

Units granted under the Medium-Term Incentive Plan vest over the three-year performance period ending December 31, 2011. One-half of the units vest based on increases in our TSR. The remaining one-half of the units vest based on the

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extent to which our TSR matches or exceeds the TSR of the common shares of a group of peer companies. The peer group of companies consists of the companies that are included in the DAX Ag. Plan participants generally are required to continue in a qualifying position throughout the performance period as a condition to vesting. However, if a participant’s employment terminates earlier due to the participant’s retirement, disability or death, or we terminate a participant’s employment without just cause, the participant is entitled to a cash payment in settlement of a pro rata number of units, with vesting based on the achievement of performance objectives as of the date of termination. A participant who resigns or whose employment is terminated for just cause forfeits all rights to any units granted under the plan.

Depending on the achievement of the performance objectives, 0% to 150% of the units granted under the Medium-Term Incentive Plan will vest. Achievement of the target performance objectives — a TSR of 50% and a TSR that is 130% of the DAX Ag — would entitle a participant to 100% of the units awarded under the plan. Between 100% and 150% of the units would vest if actual performance exceeds target performance. The maximum 150% of the units would vest based on a TSR of 75% or more and a TSR that is 145% of the DAX Ag performance. No units would vest if the minimum performance objectives — a TSR of 5% and a TSR that matches the DAX Ag performance — are not achieved. See “Executive Compensation — Summary Compensation Table — Stock Awards” for the complete vesting schedule applicable to the Medium-Term Incentive Plan.

We will settle vested units in cash based on the average price of our common stock over the last 30 trading days of the performance period. The price used to determine the cash payout may not exceed 300% of the market value of a Share as at the beginning of the performance cycle. Because the value of the units granted under the Medium-Term Incentive Plan are capped at 300% of the market value of a Share, the Committee can readily stress-test executive officer compensation and analyze the effect of significant upturns or downturns in company performance.

— Long-Term Incentives (Performance Stock Options)

Purpose: To align the interests of our executive officers and shareholders; to provide incentives to executive officers and key employees to promote long-term shareholder interests.

We provide our executives with long-term incentives through our Performance Option Plans. Our Performance Option Plans award options to senior executives and other key employees for superior performance over a three-year performance period. Options vest based on metrics with a demonstrated relationship to total shareholder return. The options have a ten-year term from the date of grant, providing incentives to executives to promote long-term shareholder interests.

We make 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 company performance and by reference to the Comparative Compensation Information. Options not granted are cancelled at the end of the calendar year in which the Performance Option Plan is approved by shareholders.

In order to deliver a level of total compensation that is consistent with the level of corporate performance achieved, data on compensation provided by the Comparative Compensation Information is analyzed on an annual basis to determine the 25th, 50th, and 75th percentile compensation levels for our management positions. We link these compensation study results and the vesting schedule to determine option grant levels that will deliver the appropriate compensation for the performance delivered. We strive to set the target value of each Named Executive Officer’s option grant at a level that, including such Named Executive Officer’s other compensation, will deliver compensation in the upper quartile of the Comparative Compensation Information if company performance is also in the upper quartile relative to the Comparative Compensation Information.

On May 7, 2009, our shareholders approved the 2009 Performance Option Plan under which we could offer, after February 20, 2009 and before January 1, 2010, options for the issuance of up to 1,000,000 Shares pursuant to the exercise of options to eligible officers and employees. As of February 19, 2010, options to acquire 636,400 Shares, or approximately 0.21% of the total outstanding Shares (assuming exercise of such stock options), were issued and outstanding under the 2009 Performance Option Plan. Options not granted under the 2009 Performance Option Plan were cancelled at the end of 2009.

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For 2010, we are requesting shareholder approval of an amount of 1,000,000 options to be available for grant under the provisions of the 2010 Performance Option Plan. We expect that this amount is sufficient for one annual grant to be made after the Meeting and before January 1, 2011.

Under our Performance Option Plans, the exercise price of an option shall not be less than the quoted market closing price of our Shares on the last trading day immediately preceding the date of grant. Option vesting is determined by achieving corporate performance goals that historically have correlated with our TSR and the relative performance of our TSR to the TSR of our peer index. We measure performance over a three-year period. A vesting schedule determines the percentage of options vested at the end of the three-year period and ties the level of total compensation to our performance. An option’s maximum term is currently ten years from the date of grant.

In connection with the development of our first Performance Option Plan in 2005, the Committee worked with Hewitt Associates to use 10-year historical data to analyze the correlation between our cash flow return on investment (“CFROI”) minus our weighted average cost of capital (“WACC”) and our TSR performance relative to the DJUSBMI performance. Having established a strong correlation between our CFROI-WACC and TSR performance levels relative to the DJUSBMI performance, the Committee and Hewitt Associates developed a schedule based upon our CFROI-WACC levels to vest appropriate amounts of Shares at different performance levels. Consultants at Watson Wyatt also reviewed and confirmed this methodology.

In connection with our transition to the DAX Ag as a peer index, Watson Wyatt reviewed the existing Performance Option Plan vesting schedule against the performance of the DAX Ag. In particular, Watson Wyatt analyzed the historical CFROI and WACC of the companies that comprise the DAX Ag to determine the expected performance range of the DAX Ag. The results of Watson Wyatt’s review confirmed that the Performance Option Plan vesting schedule is appropriate and requires above-median performance to deliver above-median compensation. Moreover, no options vest if CFROI-WACC is negative during the applicable performance period.

The following table sets forth the percentage of stock options granted under the 2005 Performance Option Plan, the 2006 Performance Option Plan and the 2007 Performance Option Plan that vested for the three-year performance periods ended December 31, 2008 and December 31, 2009, respectively.

	CFROI-WACC to
	Achieve Maximum		Actual		Actual
	Vesting		CFROI-WACC(1)		Vesting Percentage
2005 Performance Option Plan		2.50		8.29		100%
2006 Performance Option Plan		2.50		16.50		100%
2007 Performance Option Plan		2.50		16.04		100%

⁽¹⁾  Actual CFROI-WACC reflects the average of the annual CFROI-WACC for the three years during the applicable performance period. 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”.

During the three-year performance periods ended December 31, 2007, December 31, 2008 and December 31, 2009, we achieved performance sufficient to vest 100% of the stock options granted under each of the 2005 Performance Plan, the 2006 Performance Plan and the 2007 Performance Plan, respectively. The 100% vesting of stock options reflected our exceptional performance relative to target during each performance period. The Compensation Committee believes that 100% vesting under our Performance Option Plans requires superior performance during the applicable performance period and believes that the Performance Option Plans’ vesting schedule appropriately links vesting of stock options to our performance relative to our peers.

See “Executive Compensation — Outstanding Equity Awards at Fiscal Year-End — Outstanding Stock Options” for information on the number of outstanding stock options under each of our existing stock option plans.

Post-Retirement and Termination Compensation

— Retirement Benefits

Purpose: To supplement the income of our employees after their retirement.

We provide post-retirement benefits to employees generally and typically do not consider an employee’s past compensation in determining eligibility for post-retirement benefits. For a description of our pension plans, see “Executive Compensation — Pension Benefits”. For information about the amount of company contributions made for the benefit of Named Executive Officers pursuant to such plans, see “Executive Compensation — Summary

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Compensation Table”. We do not grant extra years of credited service under our pension plans except as discussed under “— Change in Control Agreements” below and otherwise as appropriate in exceptional circumstances.

As calculated in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”) for financial statement reporting purposes, the following table sets forth our total balance sheet liability under the Canadian Supplemental Plan and the U.S. Supplemental Plan for all current and former executive officers and other covered employees as of December 31, 2009 and December 31, 2008.

	December 31,
	2009		2008
Total Supplemental Plan Liability	$	34.8 million	$	25.6 million

— Severance Benefits

Purpose: To provide appropriate benefits that reflect the potential difficulty in obtaining comparable employment in a short period of time and provide for a complete separation between the terminated employee and our company.

Our current severance policy for termination without cause, which is generally applicable to salaried employees, including the Named Executive Officers, is to provide notice of impending termination, or payment of salary in lieu of notice, equivalent to two weeks for each complete year of service (subject to a minimum of 4 weeks and a maximum of 52 weeks). Such policy is superseded by specific termination provisions contained in any applicable written agreement and may be subject to adjustment. Payment of severance benefits is discretionary on the part of the company except as may be required by law.

— Change in Control Agreements

Purpose: Historical agreements with certain senior executives.

Effective December 30, 1994, we and, where applicable, PCS Sales entered into change in control agreements with certain senior executives, including Mr. Doyle and Mr. Brownlee. At that time, we deemed such agreements to be appropriate arrangements with senior executives. Subsequently, we have not entered into new change in control agreements. The initial term of each 1994 change in control agreement was through December 31, 1997. The term of each agreement has automatically renewed for successive one-year periods since December 31, 1997 and continues to be subject to automatic renewal for successive one-year terms until the employee reaches age 65 or unless either party gives notice of termination.

Benefits pursuant to the change in control agreements require both a change in control and an involuntary termination of the executive’s employment (including constructive dismissal) within two years following a change in control. The severance benefit entitlements upon termination of employment following a change in control of our company are:

•  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.

Payments to be made pursuant to the foregoing and relating to the employee’s bonus may be deferred by the executive for up to three years or for such other period as may be permitted by the Income Tax Act (Canada). Mr. Doyle is entitled to a “gross up” of payments to cover excise taxes under the golden parachute rules of the Internal Revenue Code, if payable in respect of such benefits.

The change in control agreements further provide that all outstanding non-exercisable options granted to the executive become exercisable upon the occurrence of a change in control. In the event no public market for the Shares exists, we (or PCS Sales, as the case may be) will compensate the executive for the value of his or her options based on a Share value approved by our shareholders upon a change in control, or, if no such value has been approved, the market value of the Shares when last publicly traded.

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For additional information about the above change in control agreements, including the definitions of change in control and termination, see the Form of Agreement dated December 30, 1994, filed as Exhibit 10(p) to our annual report on Form 10-K for the year ended December 31, 1995.

Policy on Recoupment of Unearned Compensation

The Board has approved a policy on Recoupment of Unearned Compensation. Under the policy, if the Board learns of misconduct by an executive that contributed to a restatement of our company’s financial statements, the Board can take action it deems necessary to remedy the misconduct. In particular, the Board can require reimbursement of incentive compensation or effect the cancellation of unvested performance option awards if (1) the amount of the compensation was based on achievement of financial results that were subsequently restated, (2) the executive engaged in misconduct that contributed to the need for the restatement and (3) the executive’s compensation would have been a lesser amount if the financial results had been properly reported.

Compensation Consultants and Comparator Groups

To gather information about competitive compensation practices, the Committee relies on the input and recommendations of independent compensation consultants and data provided by broad-based executive compensation surveys. The Committee obtains the advice and recommendations of its independent compensation consultants as the Committee deems appropriate. Although this information is an important tool in the Committee’s processes, the decisions made by the Committee are solely the responsibility of the Committee and reflect other factors and considerations. For a discussion of the factors that the Committee considers in making compensation decisions, see “Compensation Structure and Policies”, “Compensation Principles” and “Elements of Executive Compensation” above.

In 2005, the Committee engaged Watson Wyatt as executive compensation consultants. Watson Wyatt reports to the Chair of the Committee and provides input to the Committee on the philosophy and competitiveness of the design and award values for certain of our executive and director compensation programs. Watson Wyatt also assists in the evaluation of compensation arrangements associated with certain strategic opportunities. In its role as executive compensation consultants, in 2009, Watson Wyatt attended Committee meetings at which executive compensation matters were discussed.

In accordance with our adherence to the best practice of retaining independent executive compensation consultants, Watson Wyatt does not perform any other consulting services for us. Any work other than executive compensation consulting services performed for us by Watson Wyatt must be approved in advance by the Chair of the Committee. The following table sets forth the fees we paid to Watson Wyatt in 2008 and 2009:

	Year Ended December 31,
	2009			2008
Fees attributable to compensation consulting services(1)	$	473,872		$	362,300
Fees attributable to other services(2)		—			—
Percentage of fees attributable to compensation consulting services		100	%		100	%

(1)

For 2009, includes $30,473 attributable to compensation consulting services requested by management and approved by the Committee, including calculation of stock and option award expense amounts in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation — Stock Compensation”.

(2)

Effective January 1, 2010, Watson Wyatt and Towers Perrin combined their global consulting businesses pursuant to a merger agreement that was adopted by each company’s shareholders. In 2009, we entered into a contract, effective January 1, 2010, with Towers Perrin for certain consulting services, including prescription drug benefit plan design and advice. The company’s retention of Towers Perrin was discussed with the Committee in advance. We paid $17,000 to Towers Perrin in 2009 for analysis related to these services.

The Committee uses executive compensation analyses prepared on at least an annual basis by Watson Wyatt and other independent compensation consultants. Such analyses currently consist of (1) a group of 19 publicly traded U.S. and Canadian companies, or the Comparator Group, selected on the basis of a number of factors, including similar industry characteristics, revenues and market capitalization, and (2) additional executive compensation surveys of U.S.-based companies with similar industry and revenue size gathered by three compensation consulting services, or the Additional Surveys.

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The 19 companies included in the Comparator Group in 2009 were:

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.
The Valspar Corporation
Vulcan Materials Company

In 2009, the three Additional Surveys were (1) the WWDS 2009/2010 Survey Report on Top Management Compensation, (2) the Mercer 2009 US Benchmark Database — Executive and (3) the Towers Perrin 2009 U.S. CDB General Industry Executive Database. For a list of the companies included in each of the Additional Surveys, see Appendix H.

Executive Share Ownership Guidelines

We strongly support Share ownership by our executives. In November 2004, we introduced minimum shareholding guidelines, to be met by November 2009 for the then-current executive officer group. Any individual promoted into a position subject to these guidelines will have a five-year period within which to meet the share ownership requirements. The shareholding requirements reflect the value of Shares held and can be met through direct or beneficial ownership of Shares, including Shares held through our qualified defined contribution savings plans. Options and performance units (under the Medium-Term Incentive Plan) are not included in the definition of Share ownership for purposes of the guidelines.

Each Named Executive Officer’s Share ownership and compliance with the share ownership guidelines are reviewed at Compensation Committee meetings. If a Named Executive Officer’s Share ownership falls below the minimum guidelines due to a decline in the Share price, such Named Executive Officer will have three years to restore compliance. For purposes of determining compliance during this three-year period, the Named Executive Officer’s Shares will be valued at the higher of cost or market value.

The Guidelines are:

Title	Share Ownership Guideline
Chief Executive Officer	5 times base salary
Chief Financial Officer, Chief Operating Officer, Senior Vice Presidents and Division Presidents	3 times base salary
Designated Senior Vice Presidents and Vice Presidents	1 times base salary

As of February 19, 2010, all of the Named Executive Officers hold Shares with a value in excess of the ownership guidelines. The table below sets forth, for each Named Executive Officer, the number and value of Shares held, the value of Shares required to meet the ownership guidelines and the value of Shares held as a multiple of the Named Executive Officer’s base salary.

Named Executive	Number of Shares	Value of Shares	Value Required to	Value Held as
Officer	Held	Held	Meet Guidelines	Multiple of Salary
William J. Doyle	467,764(1)	$53,858,353	$5,680,000	47.4x
Wayne R. Brownlee	58,500	$6,735,690	$1,542,528	13.1x
James F. Dietz	57,601	$6,632,179	$1,516,944	13.1x
G. David Delaney	40,324	$4,642,905	$1,277,640	10.9x
Barbara Jane Irwin	53,446	$6,153,772	$1,221,168	15.1x

⁽¹⁾  Includes 19,898 Shares held in the William & Kathy Doyle Foundation, 216,336 Shares held in the WJ Doyle Revocable Trust and 230,728 Shares held in the Doyle Family LLC.

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Chief Executive Officer Compensation

The Committee reviews annually the CEO’s salary, any awards under our Short- and Medium-Term Incentive Plans and any grant of options under our option plans and makes its recommendations to the Board. With the assistance of Watson Wyatt, the Committee analyzes the relationship between our performance and the CEO’s annual earnings. The CEO’s annual salary is determined primarily on the basis of his individual performance and our company’s performance. While no mathematical weighting formula is used, the Committee considers all factors that it deems relevant, including our financial results, our TSR and performance relative to similar companies within our industry, survey compensation data obtained from our compensation consultants, the duties and responsibilities of the CEO, the CEO’s individual performance relative to written objectives established at the beginning of each year, current compensation levels and the effect of significant upturns or downturns in our performance. Awards pursuant to the Short- and Medium-Term Incentive Plans and under the option plans are made in accordance with the plans as outlined above. If minimum targets set under the Short- and Medium-Term Incentive Plans and option plans are not met, the CEO does not receive compensation pursuant to those plans.

With the assistance of Watson Wyatt, the Committee also references the compensation of the CEOs in the Comparative Compensation Information. The comparison of our CEO compensation to the Comparative Compensation Information incorporates many factors including the relative sales and market capitalization of the companies, their profitability and shareholder return history, the duties of the CEO and any other extenuating or special circumstances. In general, we set CEO cash compensation at the median of the applicable range.

In January 2010, the Committee and the independent members of the Board reviewed all of the factors mentioned above, including individual and company performance, relative company performance and survey compensation data for the purpose of determining Mr. Doyle’s 2010 compensation. We failed to achieve the minimum threshold corporate financial performance required under our Short-Term Incentive Plan for 2009 and consequently, the Committee and the Board determined that no awards would be made under the Plan for Mr. Doyle or any of the Named Executive Officers.

Mr. Doyle’s 2009 performance goals and achievements were considered by the Committee and the independent members of the Board in determining his 2010 base salary. The Committee and the independent members of the Board also considered the absence of any salary increase for Mr. Doyle during 2009.

Although the Committee and the independent members of the Board did not utilize any specific weighting in analyzing Mr. Doyle’s 2009 performance goals, generally, seven performance goals were fully achieved and were viewed positively in determining Mr. Doyle’s compensation; two performance goals were not achieved and were viewed negatively in determining Mr. Doyle’s compensation. The partially achieved safety performance goal was viewed negatively due to the unfortunate occurrence of a fatality at our New Brunswick facility.

Based on the above noted factors, including Mr. Doyle’s overall performance, the Committee and the independent members of the Board approved an increase in Mr. Doyle’s base salary from $1,092,000 for 2009 to $1,136,000 for 2010.

More specific information on Mr. Doyle’s individual performance goals and achievements (and their relationship to our corporate goals) is provided in the following table.

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n Achieved        ◘ Partially Achieved       o Did Not Achieve

CORPORATE GOAL: Be the supplier of choice to the markets we serve.
	Goal
2009 Individual Performance Goal	Achieved	Discussion of 2009 Performance
1.    Improve product quality so we can provide the highest quality products to our customers.	n	Product quality performance improved in 2009 as total complaints declined 18% and complaints related to dust, lumps or product sizing declined 20%.
2.    Find new ways to make it easier for our customers to do business with us.	n	Eight important customer initiatives were introduced or continued in 2009: (a)  Upgraded and expanded our North American and international transportation and distribution system to: (i) improve asset utilization; (ii) faster loading, unloading and transit times; (iii) increase storage capacity; (iv) offer additional transportation mode alternatives; and (v) bring our product closer to our customers; (b)  Enhanced raw material transportation flexibility to improve finished product availability for our customers; (c)  Collaborated with customers in developing strategies to optimize their supply chain and reduce seasonality in their business; (d)  Partnered with customers to discuss and share information to ensure the highest levels of product quality, reliability and service; (e)  Assumed an active leadership role in industry trade associations, working closely with governmental and other agencies to address transportation policy matters; (f)  Expanded the delivery of market analysis reports, targeting the issues and trends most important to our fertilizer, feed and industrial customers; (g)  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 (h)  Utilized 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.
CORPORATE GOAL: Maximize long-term shareholder value.
	Goal
2009 Individual Performance Goal	Achieved	Discussion of 2009 Performance
1.    Meet the budget approved for 2009, including earnings per Share (“EPS”) of $16.38 and cash flow per Share (“CFPS”) of $16.92.	o	Actual 2009 EPS was $3.25, 80% below our target of $16.38. Actual 2009 CFPS was $4.44, 74% below our target of $16.92.
2.    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.	n	We initiated and continued to actively pursue global potash opportunities and strategic developments in phosphate and nitrogen. We kept the Board informed and engaged regarding these opportunities and developments.
3.    Outperform our peer group on the DAX Ag.	o	In 2009, our common stock under performed the DAX Ag with an annual total shareholder return of approximately 48.7%. Our total shareholder return was approximately 63.7% of the total shareholder return of the DAX Ag.
4.    Grow the revenue base and bottom line for our company through strategic use of capital.	n	In 2009, we continued our potash capacity expansion projects, including the completion of our debottlenecking project at Patience Lake, which brought back 360,000 tonnes of previously idled capacity. We also completed a new sulfuric acid plant at Aurora.
5.    Lead management’s effort to make sure it does its part in the pursuit of the best possible corporate governance for our company.	n	Excellence in corporate governance requires transparency and accountability. In this regard, in 2009, the CEO personally engaged numerous stakeholders, including shareholders, the analyst community, media and employees in personal meetings and conference calls throughout the year.
		In addition, the CEO supported the Board’s decision to voluntarily adopt a say on pay policy granting shareholders an advisory vote on the company’s executive compensation practices and philosophy.
		Our commitment to excellence in corporate governance was recognized by external monitors, including The Globe and Mail, which ranked our company 8th out of more than 200 Canadian companies in its 2009 corporate governance rankings. The Canadian Institute of Chartered Accountants recognized the quality of our corporate reporting and disclosure practices with its overall Award of Excellence and recognized us for our website disclosure, sustainability reporting and financial reporting.

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CORPORATE GOAL: Build strong relationships with and improve the socio-economic well-being of our communities.
	Goal
2009 Individual Performance Goal	Achieved	Discussion of 2009 Performance
1.    Provide leadership for our company with the investment community, within our industry and in the communities in which our people work and reside.	n	In 2009, we received high marks in investor surveys relating to “Confidence in Management” and “Communications with the Financial Community”. On a scale of 1 to 10, we received a score of 8.0 or higher in 70% of the categories, including a rating of 9.0 for communications materials. Our ratings in these surveys were in the top quartile for all categories. In addition, surveys of community leaders were conducted in three communities in which we operated (Aurora, Cincinnati and Joplin) regarding our community involvement, business practices and economic impact. We averaged an overall rating of 4.1 (on a scale of 1 to 5), which is in the top quartile for these surveys.
		The CEO served on the boards of key industry groups, including serving as Chairman of the Nutrients for Life Foundation, Senior Vice-President of the International Fertilizer Industry Association and a member of the boards of The Fertilizer Institute and International Plant Nutrition Institute. In addition, the CEO delivered the commencement address at the University of Saskatchewan fall convocation and received an honorary doctorate recognizing the company’s achievements and contributions to the University.
CORPORATE GOAL: Attract and retain talented, motivated and productive employees who are committed to our long-term goals.
	Goal
2009 Individual Performance Goal	Achieved	Discussion of 2009 Performance
1.    Show measurable success in leadership development and succession planning for our employees.	n	With 88.9% of open senior staff positions filled with internal candidates, we exceeded our goal of 75%. Several executive-level vacancies were filled with well-qualified employees identified through the succession planning process. In February, we held the first of a series of company-wide meetings of human resource managers to discuss and define a global set of leadership core competencies. The leadership core competencies will establish a framework for evaluating employees’ leadership potential and help facilitate employee development and assessment. Employees completed a variety of leadership development training and management skills courses.
CORPORATE GOAL: Achieve no harm to people and no damage to the environment.
	Goal
2009 Individual Performance Goal	Achieved	Discussion of 2009 Performance
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.	◘	Unfortunately, a fatality occurred at New Brunswick when an underground pipefitter was struck by a pipe during installation. With a continued emphasis on the personalization of safety at all levels in our organization, significant performance improvement was achieved in 2009. New record lows were established for our employees in the recordable injury rate, which declined 26%, and the lost time injury rate, which declined 46%.
		In 2009, we established a three-year target to reduce our total site injury severity rate by 25% by the end of 2011. This target was achieved in 2009, and we have established a new three-year target to reduce our total site injury severity rate by an additional 10% by the end of 2012.
2.    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.	◘	In 2009, our goal of reducing total environmental incidents by 10% was not fully achieved. In the United States, the number of reportable releases declined 14% but permit violations increased 75% (from 4 to 7). Spills in our potash segment increased, primarily due to brine spills associated with disposal of water inflow at New Brunswick.

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Executive Compensation

Summary Compensation Table⁽¹⁾

The following table sets forth, for our 2009, 2008 and 2007 fiscal years, all compensation earned by the individuals who served as our Chief Executive Officer and our Chief Financial Officer, and by each of our other three most highly compensated executive officers as of the end of calendar year 2008, for services rendered to us and our subsidiaries (the “Named Executive Officers” or “NEOs”). Our Named Executive Officers may change from year to year due to fluctuations in our executive officers’ annual compensation as calculated in accordance with SEC regulations.

												Change in
												Pension and
										Non-Equity		Nonqualified
										Incentive		Deferred
						Stock		Option		Plan		Compensation		All Other
Name and			Salary		Bonus	Awards(2)		Awards(3)		Compensation(4)		Earnings(5)		Compensation(6)		Total
Principal Position	Year		($)		($)	($)		($)		($)		($)		($)		($)
(a)	(b)		(c)		(d)	(e)		(f)		(g)		(h)		(i)		(j)
William J. Doyle President and Chief Executive Officer		2009 2008 2007		1,092,000 1,092,000 1,040,000	— — —		1,693,628 — —		4,932,350 6,508,418 7,652,960		— 2,075,000 2,190,000		1,744,700 4,173,645 2,340,578		217,712 257,984 163,383		9,680,390 14,107,047 13,386,921
Wayne R. Brownlee Executive Vice President, Treasurer and Chief Financial Officer		2009 2008 2007		494,400 494,400 480,000	— — —		492,924 — —		1,279,394 1,802,292 2,018,887		— 692,000 578,000		627,363 2,238,102 406,802		44,156 43,693 44,114		2,938,237 5,270,487 3,527,803
James F. Dietz Executive Vice President and Chief Operating Officer		2009 2008 2007		486,200 486,200 463,000	— — —		484,771 — —		1,329,590 1,754,121 2,049,900		— 647,000 621,000		791,583 196,209 62,363		43,921 42,795 40,133		3,136,065 3,126,325 3,236,396
G. David Delaney President, PCS Sales		2009 2008 2007		409,500 399,750 375,000	— — —		362,954 — —		664,795 871,498 1,065,948		— 450,000 450,000		391,750 23,287 8,793		21,241 33,554 34,330		1,850,240 1,778,089 1,934,071
Barbara Jane Irwin Senior Vice President, Administration		2009 2008 2007		395,200 387,600 372,500	— — —		350,293 — —		664,795 871,498 1,065,948		— 435,000 400,000		296,680 35,803 21,171		28,235 21,978 20,094		1,735,203 1,751,879 1,879,713

(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)

Reports the grant date fair value, as calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation — Stock Compensation”, or FASB ASC Topic 718, of performance share units granted pursuant to our Medium-Term Incentive Plan in effect for the three-year performance period January 1, 2009 to December 31, 2011. See “Compensation Discussion and Analysis — Medium-Term Incentive Plan”. For the FASB ASC Topic 718 calculations, the value of the performance share units was estimated using a Monte Carlo valuation model with the following assumptions:

Risk-Free				Correlation Between Our		Volatility of Our			Volatility of
Interest Rate	Dividend Yield			Common Share Price and DAX Ag		Common Share Price			the DAX Ag
0.95%		0.46	%		0.836		58.9	%		34.7	%

Based on the maximum allowable payout value of the Medium-Term Incentive Plan awards of $194.80 in accordance with the plan, if maximum performance is achieved under the plan for the three-year performance period ending December 31, 2011, the awards would have the following values: Mr. Doyle, $10,318,751; Mr. Brownlee, $3,003,232; Mr. Dietz, $2,953,558; Mr. Delaney, $2,211,370; and Ms. Irwin, $2,134,229.

(3)

Reports the grant date fair value, as calculated in accordance with FASB ASC Topic 718, of options granted pursuant to the 2009 Performance Option Plan, 2008 Performance Option Plan and the 2007 Performance Option Plan, respectively. The amounts reported assume that all option grants vest at 100%. See “Compensation Discussion and Analysis — Long-Term Incentives”. For a discussion of the assumptions made in the valuation of the awards, see Notes 25 and 31 to our consolidated financial statements for the fiscal year ended December 31, 2009, Notes 27 and 33 to our consolidated financial statements for the fiscal year ended December 31, 2008 and Notes 27 and 33 to our consolidated financial statements for the fiscal year ended December 31, 2007.

(4)

Reports amounts awarded pursuant to our Short-Term Incentive Plan for 2009, 2008 and 2007 performance, which amounts were paid in 2010, 2009 and 2008, respectively. See “Compensation Discussion and Analysis — Short-Term Incentive Plan”.

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⁽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.			G. David			Barbara Jane
		Doyle		Brownlee		Dietz			Delaney			Irwin
	2009	$	1,744,700	$	627,363		—			—			—
Canadian Supplemental Plan	2008		4,173,645		2,238,102		—			—			—
	2007		2,340,578		406,802		—			—			—
	2009		—		—	$	198,454		$	172,926		$	91,759
U.S. Pension Plan	2008		—		—		19,181			(13,894	)		3,797
	2007		—		—		(27,946	)		(7,738	)		8,703
	2009		—		—		593,129			218,824			204,921
U.S. Supplemental Plan	2008		—		—		177,028			37,181			32,006
	2007		—		—		90,309			16,531			12,468
	2009	$	1,744,700	$	627,363	$	791,583		$	391,750		$	296,680
Total	2008		4,173,645		2,238,102		196,209			23,287			35,803
	2007		2,340,578		406,802		62,363			8,793			21,171

⁽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.			G. David			Barbara Jane
		Doyle		Brownlee		Dietz			Delaney			Irwin
	2009	$	8,937	$	8,856		—			—			—
Company Contributions to Canadian Pension Plan	2008		10,427		10,446		—			—			—
	2007		8,590		8,568		—			—			—
	2009		65,520		29,664	$	21,722	(a)	$	19,343	(b)	$	18,978	(c)
Company Contributions to Savings Plan or 401(k) Plan	2008		65,044		29,780		20,575	(a)		18,150	(b)		18,075	(c)
	2007		60,285		27,779		20,039	(a)		17,190	(b)		17,520	(c)
	2009		8,454		2,842		9,463			1,898			9,257
Life Insurance Premiums Paid for the Benefit of NEO	2008		9,977		3,280		8,487			1,736			3,063
	2007		10,122		3,690		7,354			1,391			2,574
	2009		10,000		—		—			—			—
Medical Insurance Premiums Paid on Behalf of NEO	2008		20,624		—		—			—			—
	2007		17,014		—		—			—			—
	2009		19,547		2,794		—			—			—
Tax Gross-Ups for Taxable Benefits	2008		36,093		187		1,594			798			840
	2007		11,663		6,192		—			—			—
	2009		105,254		—		12,736			—			—
Perquisites(d)	2008		115,819		—		12,139			12,870			—
	2007		55,708		11,264		12,740			15,749			—
	2009	$	217,712	$	44,156	$	43,921		$	21,241		$	28,235
Total	2008		257,984		43,693		42,795			33,554			21,978
	2007		163,383		57,493		40,133			34,330			20,094

(a)	For 2009, includes $14,036 in contributions to the 401(k) Plan on behalf of Mr. Dietz and $7,686 that exceeds the 401(k) Plan statutory limit and is therefore immediately taxable and paid to Mr. Dietz in cash. 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.
(b)	For 2009, includes $14,250 in contributions to the 401(k) Plan on behalf of Mr. Delaney and $5,093 that exceeds the 401(k) Plan statutory limit and is therefore immediately taxable and paid to Mr. Delaney in cash. 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.
(c)	For 2009, includes $14,250 in contributions to the 401(k) Plan on behalf of Ms. Irwin and $4,728 that exceeds the 401(k) Plan statutory limit and is therefore immediately taxable and paid to Ms. Irwin in cash. 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.
(d)	Perquisites include, for Mr. Doyle, country club memberships, financial and tax planning services, spousal/family 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 $52,063 in 2009, $38,222 in 2008 and $29,506 in 2007. The aggregate incremental cost of spousal/family travel benefits paid for the benefit of Mr. Doyle was $27,585 in 2009 and $51,407 in 2008.

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Salary and Bonus

As reported in the Summary Compensation Table above, the percentage of our Named Executive Officers’ total 2007, 2008 and 2009 compensation that is comprised of salary and bonus is between 5% and 25% and is generally consistent with our compensation philosophy. See “Compensation Discussion and Analysis — Elements of Executive Compensation”.

Stock Awards

Amounts reported in column (e) of the Summary Compensation Table reflect performance share units granted during 2009 pursuant to our Medium-Term Incentive Plan. As of January 1, 2009, Mr. Doyle received a grant of 35,314 performance share units, Mr. Brownlee received a grant of 10,278 performance share units, Mr. Dietz received a grant of 10,108 performance share units, Mr. Delaney received a grant of 7,568 performance share units and Ms. Irwin received a grant of 7,304 performance share units. The performance share units vest and will be settled in cash at the end of the three-year performance cycle (December 31, 2011) in relation to a vesting schedule whereby one-half of the units vest in accordance with corporate Total Shareholder Return (TSR) and one-half of the units vest in accordance with corporate TSR relative to a selected comparator group’s TSR.

We use the following vesting schedules to determine how many units each Named Executive Officer is entitled to receive at the end of the performance period ending December 31, 2011.

TSR Vesting Schedule
TSR	Vesting Percentage
5% or less	0%
25%	50%
50%	100%
60%	125%
75% or more	150%

Relative TSR Vesting Schedule
TSR as % of DaxAg TSR	Vesting Percentage
Less than 100%	0%
100%	50%
130%	100%
145% or more	150%

For results falling between the reference points in the charts above, the level of vesting will be mathematically interpolated between the reference points. The value at payout will be based on the number of vested units multiplied by the trailing 30-day average common Share price.

Option Awards

For a description of the applicable formulas in determining the amounts payable under our Performance Option Plans, see “Grants of Plan-Based Awards — Option Awards”.

Non-Equity Incentive Plan Compensation

Amounts reported in column (g) of the Summary Compensation Table reflect the amounts paid pursuant to our Short-Term Incentive Plan for the 2007, 2008 and 2009 performance periods. The amount of each Named Executive Officer’s award is generally equal to the officer’s award percentage, as determined by our annual cash flow return compared to a target cash flow return, multiplied by the officer’s annual salary. Individual awards, however, may be adjusted (±30%) to recognize individual performance, provided the total of adjusted awards approximates the total awards at mid-point. Each officer’s award percentage is calculated according to the below schedule, which has been abbreviated from the full schedule included in our Short-Term Incentive Plan. In the below schedule, ACFR, or adjusted cash flow return ratio, represents our actual annual cash flow return, as defined in the plan, divided by the target cash flow return, as determined by the annual corporate budget approved by our Board.

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As per the terms of the plan, we generally make no payments if our cash flow return is less than 50% of the target set by the Board for that year.

	Award Percentage	Award Percentage	Maximum Award
	When ACFR is	When ACFR is Equal to or Greater	Percentage (ACFR
Officers	Less Than 1	Than 1	Greater Than 1.5)
Tier 1: Corporate President, CEO	100% multiplied by ACFR	(200% multiplied by ACFR) minus 100%	200%
Tier 2: Executive Level 7 (Executive VP and COO, Executive VP and CFO)	70% multiplied by ACFR	(140% multiplied by ACFR) minus 70%	140%
Tier 3: Executive Level 6 (Senior VP Admin., Subsidiary Presidents)	55% multiplied by ACFR	(110% multiplied by ACFR) minus 55%	110%

Actual cash flow return is calculated by measuring operating income (net income before deducting taxes and interest), removing the effects of extraordinary gains or losses, incentive award accruals, non-cash items such as depreciation and cash taxes and then dividing by the asset base. For further details on awards under our Short-Term Incentive Plan, see “Compensation Discussion and Analysis — Elements of Executive Compensation — Short-Term Incentive Plan” and our Short-Term Incentive Plan, filed as Exhibit 10(m) to our quarterly report on Form 10-Q for the quarterly period ended September 30, 2009.

Total Compensation

The following table sets forth the total compensation awarded to our Chief Executive Officer, individually, and our Named Executive Officers, collectively, in each case as a percentage of our net income in 2009, 2008 and 2007. Total compensation reflects the Named Executive Officers’ total compensation as disclosed in column (j) of the Summary Compensation Table. Net income is calculated in accordance with Canadian GAAP. For additional information about net income, see our consolidated financial statements and the notes thereto for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007.

				Aggregate Total
		Total Compensation of	% of	Compensation of	% of
	Net Income	Chief Executive Officer	Net Income	Named Executive Officers	Net Income
2009	$987.8 million	$9.7 million	1.0%	$19.3 million		2.0	%
2008	$3,495.2 million	$14.1 million	0.4%	$26.0 million		0.7	%
2007	$1,103.6 million	$13.4 million	1.2%	$24.0 million		2.2	%

Employment Agreements

Except for the change in control agreements described above in “Compensation Discussion and Analysis — Post-Retirement and Termination Compensation”, we have not entered into individual employment agreements with any of our executive officers. For a discussion of the terms and conditions of executive officers’ compensation, see “Compensation Discussion and Analysis”.

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Grants of Plan-Based Awards

The following table provides information relating to plan-based awards granted in 2009 to the Named Executive Officers.

			Estimated Possible Payouts Under				Estimated Future Payouts Under
			Non-Equity Incentive Plan Awards(1)				Equity Incentive Plan Awards				Grant
										Exercise	Date Fair
										or Base	Value of
										Price of	Stock and
										Option	Option
	Grant		Threshold		Target	Maximum	Threshold	Target	Maximum	Awards(2)	Awards
Name	Date		($)		($)	($)	(#)	(#)	(#)	($/Sh)	($)
(a)	(b)		(c)		(d)	(e)	(f)	(g)	(h)	(k)	(l)
William J. Doyle
Short-Term Incentive Plan				546,000	1,092,000	2,184,000
Medium-Term Incentive Plan		1/1/2009						35,314	52,971			1,693,628
Performance Option Plan		5/7/2009					0	115,000	115,000	$96.04		4,932,350
Wayne R. Brownlee
Short-Term Incentive Plan				173,000	346,000	692,000
Medium-Term Incentive Plan		1/1/2009						10,278	15,417			492,924
Performance Option Plan		5/7/2009					0	31,000	31,000	Cdn$111.95		1,279,394
James F. Dietz
Short-Term Incentive Plan				170,250	340,500	681,000
Medium-Term Incentive Plan		1/1/2009						10,108	15,162			484,771
Performance Option Plan		5/7/2009					0	31,000	31,000	$96.04		1,329,590
G. David Delaney
Short-Term Incentive Plan				112,500	225,000	450,000
Medium-Term Incentive Plan		1/1/2009						7,568	11,352			362,954
Performance Option Plan		5/7/2009					0	15,500	15,500	$96.04		664,795
Barbara Jane Irwin
Short-Term Incentive Plan				108,750	217,500	435,000
Medium-Term Incentive Plan		1/1/2009						7,304	10,956			350,293
Performance Option Plan		5/7/2009					0	15,500	15,500	$96.04		664,795

(1)

The amounts in columns (c), (d) and (e) set forth the threshold, target and maximum values of the 2009 Short-Term Incentive Plan awards based on respective cash flow returns of 50%, 100% and 150% of target cash flow return for 2009. The actual amount of each Named Executive Officer’s 2009 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 2009 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, Mr. Delaney and Ms. Irwin and on the TSX for Mr. Brownlee, in each case on the trading day prior to the grant date. As is our practice, options under the 2009 Performance Option Plan were granted following shareholder approval of the plan at the 2009 Annual Meeting on May 7, 2009.

Option Awards

Certain amounts reported in column (f) of the Summary Compensation Table represent options granted during 2007 and 2008 pursuant to our 2007 Performance Option Plan and 2008 Performance Option Plan, respectively, and certain amounts reported in column (f) of the Summary Compensation Table and columns (g), (h) and (l) of the Grant of Plan-Based Awards Table reflect options granted during 2009 pursuant to our 2009 Performance Plan. On May 3, 2007, Mr. Doyle received a grant of 336,000 performance options, Mr. Brownlee and Mr. Dietz received a grant of 90,000 performance options, and Mr. Delaney and Ms. Irwin received a grant of 46,800 performance options. On May 8, 2008, Mr. Doyle received a grant of 87,750 performance options, Mr. Brownlee and Mr. Dietz received a grant of 23,650 performance options, and Mr. Delaney and Ms. Irwin received a grant of 11,750 performance options. On May 7, 2009, Mr. Doyle received a grant of 115,000 performance options, Mr. Brownlee and Mr. Dietz received a grant of 31,000 performance options, and Mr. Delaney and Ms. Irwin received a grant of 15,500 performance options. The options have 10-year terms and vest based on performance incentives over the three-year performance periods ending December 31, 2009, December 31, 2010 and December 31, 2011.

In accordance with the Performance Option Plans, the performance incentives that will be used to determine vesting of the performance options are cash flow return on investment (“CFROI”) and weighted average cost of debt and equity capital (“WACC”).

CFROI is the ratio of after-tax operating cash flow to average gross investment. After-tax operating cash flow is calculated by measuring operating income (net income before deducting income taxes and interest), removing nonrecurring or unusual items, incentive award accruals, non-cash items such as depreciation and amortization and current income taxes. Average gross investment is calculated by measuring the average of total assets and making

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adjustments for amortization and depreciation, the fair value adjustment for certain investments, fair value of derivative instrument assets, cash and cash equivalents and certain current liabilities. WACC is calculated by measuring the product of the market yield cost of net debt and the market value of net debt divided by the market value of net debt and equity, and adding the product of the cost of equity and the market value of equity divided by the market value of net debt and equity, in each case subject to certain adjustments. For further details on awards under our Performance Option Plans, see our 2009 Performance Option Plan filed as Exhibit 10(mm) to our quarterly report on Form 10-Q for the period ended March 31, 2009, our 2008 Performance Option Plan filed as Exhibit 10(ff) to our quarterly report on Form 10-Q for the period ended March 31, 2008 and our 2007 Performance Option Plan, filed as Exhibit 10(ee) to our quarterly report on Form 10-Q for the period ended December 31, 2007.

We use the following vesting schedule to determine how many options each Named Executive Officer receives at the end of the performance periods ending December 31, 2010 and December 31, 2011.

Vesting Schedule
3 Year Average of
CFROI Minus WACC	Vesting Percentage
Less than 0%	0%
0.20%	30%
1.20%	70%
2.20%	90%
2.50%	100%

For results falling between the reference points in the chart above, the level of vesting is mathematically interpolated between the reference points. The amount, if any, realized upon the exercise of performance options will depend on the market price of our Shares relative to the exercise price per Share of the performance option at the time of exercise. For a discussion of our actual results for the performance period ended December 31, 2009 and the number of performance options that were vested, see “Compensation Discussion and Analysis — Elements of Executive Compensation — Long-Term Incentives (Stock Options) — Performance Option Plans”.

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Outstanding Equity Awards at Fiscal Year-End

The following table provides information relating to exercisable and unexercisable stock options and unvested stock awards as of December 31, 2009 for the Named Executive Officers.

	Option Awards												Stock Awards
															Equity
															Incentive Plan
						Equity							Equity		Awards:
						Incentive							Incentive Plan		Market or
						Plan							Awards:		Payout
						Awards:							Number of		Value of
	Number of			Number of		Number of							Unearned		Unearned
	Securities			Securities		Securities							Shares, Units		Shares, Units
	Underlying			Underlying		Underlying							or Other		or Other
	Unexercised			Unexercised		Unexercised		Option			Option		Rights That		Rights That
	Options			Options		Unearned		Exercise			Expiration		Have Not		Have Not
Name	Exercisable(1)			Unexercisable		Options(2)		Price			Date		Vested(3)		Vested(4)
(a)	(b)			(c)		(d)		(e)			(f)		(i)		(j)
William J. Doyle		320,000							$10	.16		11/21/2010
		420,000							$10	.50		11/20/2011
		420,000							$11	.00		11/20/2012
		337,536			—				$13	.17		11/20/2013		52,971	$	10,318,751
		675,000							$29	.41		5/5/2015
		450,000							$33	.67		5/4/2016
		336,000	(5)						$62	.73		5/3/2017
							87,750		$198	.77		5/8/2018
							115,000		$96	.04		5/7/2019
Wayne R. Brownlee		180,000							Cdn$16	.65		11/20/2011
		180,000							Cdn$17	.44		11/20/2012
		144,660							Cdn$17	.17		11/20/2013
		195,000			—				Cdn$36	.64		5/5/2015		15,417	$	3,003,232
		150,000							Cdn$37	.27		5/4/2016
		90,000	(5)						Cdn$69	.48		5/3/2017
							23,650		Cdn$199	.70		5/8/2018
							31,000		Cdn$111	.95		5/7/2019
James F. Dietz		50,000							$10	.50		11/20/2011
		210,000							$11	.00		11/20/2012
		168,756							$13	.17		11/20/2013
		195,000			—				$29	.41		5/5/2015		15,162	$	2,953,558
		150,000							$33	.67		5/4/2016
		90,000	(5)						$62	.73		5/3/2017
							23,650		$198	.77		5/8/2018
							31,000		$96	.04		5/7/2019
G. David Delaney		65,000							$29	.41		5/5/2015
		72,000			—				$33	.67		5/4/2016		11,352	$	2,211,370
		46,800	(5)						$62	.73		5/3/2017
							11,750		$198	.77		5/8/2018
							15,500		$96	.04		5/7/2019
Barbara Jane Irwin		157,390							$10	.50		11/20/2011
		180,000							$11	.00		11/20/2012
		144,660							$13	.17		11/20/2013
		105,000			—				$29	.41		5/5/2015		10,956	$	2,134,229
		72,000							$33	.67		5/4/2016
		46,800	(5)						$62	.73		5/3/2017
							11,750		$198	.77		5/8/2018
							15,500		$96	.04		5/7/2019

⁽¹⁾  As of December 31, 2009, the aggregate before tax value of unexercised options that are currently exercisable held by each Named Executive Officer was as follows: Mr. Doyle, $248,194,077; Mr. Brownlee, $69,977,394; Mr. Dietz, $72,228,859; Mr. Delaney, $12,670,646; and Ms. Irwin $62,598,904. The aggregate value of unexercised options held by Mr. Brownlee was converted to U.S. dollars using the average Canadian exchange rate of 1.1415 for fiscal year 2009.

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(2)	The outstanding equity incentive plan awards reported in column (d) represent unearned options pursuant to our 2008 and 2009 Performance Option Plans. Options granted pursuant to the 2008 Performance Option Plan vest at the end of the performance period ending December 31, 2010, and options granted pursuant to the 2009 Performance Option Plan vest at the end of the performance period ending December 31, 2011. The reported number of Shares underlying the options is based on achievement of the plans’ maximum performance levels.
(3)	The outstanding equity incentive plan awards reported in column (i) represent outstanding awards pursuant to our Medium-Term Incentive Plan, which vest at the end of the performance period ending December 31, 2011. The reported number of units is based on achievement of the plan’s maximum performance level.
(4)	Based on the maximum allowable payout value of the Medium-Term Incentive Plan awards of $194.80 in accordance with the plan. The average closing price of our common shares on the NYSE for the last 30 trading days of 2009 was $114.59.
(5)	Reports options granted under the 2007 Performance Option Plan that vested at the end of the performance period ending December 31, 2009. The before tax value of such vested options held by each Named Executive Officer, as of December 31, 2009, was as follows: Mr. Doyle, $15,378,720; Mr. Brownlee, $3,540,867; Mr. Dietz, $4,119,300; Mr. Delaney, $2,142,036; and Ms. Irwin, $2,142,036. The aggregate value of vested options held by Mr. Brownlee was converted to U.S. dollars using the average Canadian exchange rate of 1.1415 for fiscal year 2009.

Outstanding Stock Options

As of February 19, 2010, options to acquire 636,400 Shares were issued and outstanding under the 2009 Performance Option Plan. In addition, options to acquire 481,000 Shares were issued and outstanding under the 2008 Performance Option Plan. Options to acquire 1,702,350 Shares, 2,360,900 Shares and 2,355,643 Shares have vested and are outstanding under the 2007 Performance Option Plan, the 2006 Performance Option Plan and the 2005 Performance Option Plan, respectively. As of February 19, 2010, options to acquire 4,859,214 Shares were issued and outstanding under the Stock Option Plan — Officers and Employees (the “Stock Option Plan”). All options granted under the Stock Option Plan are exercisable. Pursuant to a resolution of the Board on November 16, 2006, no additional options may be granted under the Stock Option Plan.

See “Compensation Discussion and Analysis — Performance Option Plans” for a description of our 2009 Performance Option Plan under which we granted stock options to officers and employees in 2009.

Option Exercises and Stock Vested

The following table provides information relating to amounts received upon the exercise of stock options by the Named Executive Officers during 2009.

	Option Awards				Stock Awards
	Number of
	Shares				Number of
	Acquired on		Value Realized		Shares Acquired		Value Realized
	Exercise(1)		Upon Exercise		on Vesting		Upon Vesting
Name	(#)		($)		(#)		($)
(a)	(b)		(c)		(d)		(e)
William J. Doyle		—		—		—		—
Wayne R. Brownlee		—		—		—		—
James F. Dietz		—		—		—		—
G. David Delaney		—		—		—		—
Barbara Jane Irwin		15,000		1,214,844		—		—

⁽¹⁾  Ms. Irwin did not retain any Shares acquired upon the exercise of stock options during 2009.

MANAGEMENT PROXY CIRCULAR ï Compensation Page  62

Pension Benefits

The following table provides information relating to the present value of the Named Executive Officers’ accumulated benefit under the Canadian Supplemental Plan, the U.S. Pension Plan and the U.S. Supplemental Plan.

					Present Value of
		Number of Years			Accumulated		Payments During
		Credited Service			Benefit(1)		Last Fiscal Year
Name	Plan Name	(#)			($)		($)
William J. Doyle	Canadian Supplemental Plan		22.67			16,562,308		—
Wayne R. Brownlee	Canadian Supplemental Plan		32.67	(2)		5,658,986		—
James F. Dietz	U.S. Pension Plan		16.5			567,565
	U.S. Supplemental Plan		12.83	(3)		1,354,001		—
G. David Delaney	U.S. Pension Plan		26.67			383,668
	U.S. Supplemental Plan		12.83	(3)		399,212		—
Barbara Jane Irwin	U.S. Pension Plan		9.25			193,851
	U.S. Supplemental Plan		9.25			381,311		—

(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 21.1 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.

The present values of the accumulated benefits reported in the above table are generally calculated in accordance with the assumptions used for financial reporting purposes. See Note 15 to our consolidated financial statements for the fiscal year ended December 31, 2009. The total present value of accumulated benefits in our financial statements is calculated in accordance with Canadian GAAP. The assumptions for Mr. Doyle and Mr. Brownlee differ from the assumptions disclosed in Note 15 to our consolidated financial statements for the fiscal year ended December 31, 2009. The key assumptions used in calculating the present value of accumulated benefits for Mr. Doyle and Mr. Brownlee are as follows:

Interest Rate	6.60% per annum
Retirement Age	Age 62
Mortality Rates	1994 Unisex Pensioner Mortality Table

MANAGEMENT PROXY CIRCULAR ï Compensation Page  63

The below table sets forth our accrued obligation at the beginning and end of the fiscal year ended December 31, 2009 for each of the Named Executive Officer’s benefits under the Canadian Supplemental Plan, the U.S. Pension Plan and the U.S. Supplemental Plan and the accumulated value at the beginning and end of the fiscal year ended December 31, 2009 for each of the Named Executive Officer’s benefits under the Savings Plan and the 401(k) Plan.

		Accrued						Accrued
		Obligation/						Obligation/
		Accumulated				Non-		Accumulated
		Value at		Compensatory		Compensatory		Value at
		Start of Year		Changes		Changes		End of Year
Name	Plan Name	($)		($)		($)		($)
William J. Doyle	Canadian Pension Plan		122,941		8,937		49,448		181,326
	Canadian Supplemental Plan		14,817,608		170,496		1,574,204		16,562,308
	Savings Plan(1)		554,637		32,760		252,348		839,745
Wayne R. Brownlee	Canadian Pension Plan		462,962		8,856		169,136		640,954
	Canadian Supplemental Plan		5,031,623		(49,372)		676,735		5,658,986
	Savings Plan		108,089		14,832		134,606		257,527
James F. Dietz	U.S. Pension Plan		369,111		58,426		140,028		567,565
	U.S. Supplemental Plan		760,872		304,480		288,649		1,354,001
	401(k) Plan		342,281		14,036		129,733		486,050
G. David Delaney	U.S. Pension Plan		210,742		32,100		140,826		383,688
	U.S. Supplemental Plan		180,388		98,281		120,543		399,212
	401(k) Plan		675,404		14,250		335,344		1,024,998
Barbara J. Irwin	U.S. Pension Plan		102,092		27,074		64,685		193,851
	U.S. Supplemental Plan		176,390		93,160		111,761		381,311
	401(k) Plan		67,895		14,250		28,572		110,717

⁽¹⁾  Includes the value of Mr. Doyle’s 401(k) Plan account, which is attributable to his prior service as President of PCS Sales.

Pension Plans

In Canada, eligible employees, including senior executives, participate in the Potash Corporation of Saskatchewan Inc. Pension Plan, which we refer to as the Canadian Pension Plan, and a supplemental retirement income plan, which we refer to as the Canadian Supplemental Plan. In the United States, eligible employees, including senior executives, participate in a pension plan, which we refer to as the U.S. Pension Plan, and a supplemental pension plan, which we refer to as the U.S. Supplemental Plan. The Canadian Pension Plan is a defined contribution plan that includes individual and company contributions. Each of the Canadian Supplemental Plan, the U.S. Pension Plan and the U.S. Supplemental Plan is a defined benefit plan with benefits calculated based on the participant’s service and the plan’s benefit formula. In addition, certain U.S. employees participate in the 401(k) Plan and certain Canadian employees participate in the Savings Plan. We make contributions to the 401(k) Plan and the Savings Plan for the benefit of participants in accordance with the terms of such plans.

We maintain the Canadian Pension Plan, which generally requires all participating employees to contribute 5.5% of their earnings (or such lesser amount as is deductible for Canadian income tax purposes) to the Canadian Pension Plan and our company to contribute an equal amount. When an individual retires, the full amount in the individual’s account is used to produce the pension.

We maintain the Canadian Supplemental Plan, which provides a supplementary pension benefit for certain of our officers and managers. Under the basic terms of the Canadian Supplemental Plan, a pension benefit is provided in an amount equal to 2% of the average of the participant’s three highest consecutive years’ earnings multiplied by the participant’s years of pensionable service (to a maximum of 35 years), minus any annual retirement benefit payable under the Canadian Pension Plan. For the purposes of the Canadian Supplemental Plan, earnings are defined as the participant’s annual base pay plus 100% of all bonuses payable for such year pursuant to the Short-Term Incentive Plan (subject to a maximum of 100% of base salary for such year).

MANAGEMENT PROXY CIRCULAR ï Compensation Page  64

The normal retirement age pursuant to the Canadian Supplemental Plan is 65, with a reduction in benefits for early retirement prior to age 62. No benefits pursuant to the Canadian Supplemental Plan are payable if termination occurs prior to age 55. Benefits payable to certain employees who have reached the minimum age (55) for retirement pursuant to the Canadian Supplemental Plan may be secured by letters of credit provided by us or may be otherwise secured by us, if appropriate. Benefits are generally paid in the form of a single lump sum payment equal to the actuarial present value of the annual benefits or, in certain circumstances, an annuity for life.

For a designated group of senior officers, including Mr. Doyle and Mr. Brownlee, the benefit payable under the Canadian Supplemental Plan is an amount equal to (1) 5% of the average of the senior officer’s three highest consecutive years’ earnings multiplied by the senior officer’s years of pensionable service (to a maximum of 10 years), plus (2) 2% of the average of the senior officer’s three highest consecutive years of earnings multiplied by the senior officer’s years of pensionable service in excess of 25 years to a maximum of 10 additional years, minus (3) any annual retirement benefit payable under the Canadian Pension Plan and certain other tax qualified plans.

Prior to January 1, 1999, PCS Phosphate Company Inc. and PCS Nitrogen, Inc. maintained separate defined benefit pension plans (the “Phosphate Pension Plan” and the “Nitrogen Pension Plan”) for their respective eligible U.S. employees, including Mr. Dietz and Mr. Delaney, in the case of PCS Nitrogen. Effective January 1, 1999, we consolidated our pension plans for U.S. employees and the Nitrogen Pension Plan was merged with and into the Phosphate Pension Plan to form the U.S. Pension Plan.

Under the U.S. Pension Plan, participants age 65 with 5 years of service (or age 62 or older with at least 20 years of service) receive a retirement benefit of 1.5% of the participant’s final average compensation (as defined below) multiplied by the participant’s years of service accrued after December 31, 1998 (maximum 35 years) in the form of a life annuity. Participants with service accrued prior to January 1, 1999 under previous plans, including Mr. Dietz and Mr. Delaney, will have a portion of their retirement benefit calculated under the formulas for such plans. Employees not meeting the minimum age or years of service requirement at termination will receive a reduced benefit.

Pursuant to the U.S. Pension Plan, final average compensation is defined as compensation for the highest paid 60 consecutive months of service out of the last 120 months of service. Compensation is defined as a participant’s base pay plus the annually paid bonus under our Short-Term Incentive Plan (subject to a maximum of 100% of base salary for such year). The retirement benefits from the U.S. Pension Plan for Mr. Dietz, Mr. Delaney and Ms. Irwin are subject to certain limitations on the amount of retirement benefits that may be provided under U.S. tax qualified pension plans. The U.S. Supplemental Plan is intended to provide a participant with the same aggregate benefits that such participant would have received had there been no legal limitations on the benefits provided by the U.S. Pension Plan. No benefits pursuant to the U.S. Supplemental Plan are payable if termination occurs prior to age 55.

With respect to services provided prior to July 1, 2009, for the purpose of calculating a participant’s benefit under the Canadian Supplemental Plan, the U.S. Supplemental Plan and the individual agreements, the inclusion of awards paid pursuant to our Short-Term Incentive Plan is not subject to a limit of 100% of base salary for the relevant calendar year. In addition, with respect to services provided prior to July 1, 2009, a participant’s benefit under the Canadian Supplemental Plan and the individual agreements is calculated using such participant’s three highest years’ earnings rather than such participant’s three highest consecutive years’ earnings.

MANAGEMENT PROXY CIRCULAR ï Compensation Page  65

Estimated Termination Payments and Benefits

The following table sets forth estimates of the amounts payable to each of our Named Executive Officers upon the specified termination events, assuming that each such event took place on the last business day of fiscal year 2009. The table does not include (1) benefits under plans that are generally available to salaried employees and that do not discriminate in favor of executive officers, including the Canadian Pension Plan, the U.S. Pension Plan, the Savings Plan and the 401(k) Plan or (2) the value of outstanding equity awards that have previously vested, such as stock options, which awards are set forth above in “Executive Compensation — Outstanding Equity Awards at Fiscal Year-End”. For descriptions of the compensation plans and agreements that provide for the payments set forth in the following table, including our severance policy and our change in control agreements, see “Compensation Discussion and Analysis — Elements of Executive Compensation”.

									Barbara
	William J.		Wayne R.		James F.		G. David		Jane
	Doyle		Brownlee		Dietz		Delaney		Irwin
	($)		($)		($)		($)		($)
Involuntary Termination/Termination Without Cause Salary/Severance Medium-Term Incentive Plan Supplemental Plan(1)(2) Executive Health & Welfare Benefits		2,488,011 953,579 890,259 614,639 29,534		1,265,019 494,400 259,106 511,513 0		720,510 309,355 254,821 156,334 0		600,288 409,500 190,788 0 0		294,300 110,167 184,132 0 0
Termination Following Change in Control Salary/Severance Medium-Term Incentive Plan Stock Options (Accelerated)(3) Supplemental Plan(1)(2) Executive Health & Welfare Benefits Tax Gross-up		28,055,077 7,541,000 2,670,777 16,811,620 954,864 76,816 0		8,339,432 2,753,200 777,319 3,921,093 887,820 0 0		5,226,070 309,355 254,821 4,505,560 156,334 0 0		2,935,454 409,500 190,788 2,335,166 0 0 0		2,629,466 110,167 184,132 2,335,166 0 0 0
Death or Disability Medium-Term Incentive Plan		890,259 890,259		259,106 259,106		254,821 254,821		190,788 190,788		184,132 184,132
Retirement Medium-Term Incentive Plan Stock Options (36 Month Continued Vesting)(3) Supplemental Plan(1)(2)		18,316,518 890,259 16,811,620 614,639		4,691,712 259,106 3,921,093 511,513		4,916,715 254,821 4,505,560 156,334		2,525,954 190,788 2,335,166 0		2,519,298 184,132 2,335,166 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, Mr. Delaney and Ms. Irwin. 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, 2009, Mr. Delaney was age 48 and ineligible to receive benefits under the U.S. Supplemental Plan, and Ms. Irwin was age 54 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, 2009 Canadian exchange rate of 1.0501.

Payments Made Upon Involuntary Termination or Termination Without Cause

As quantified in the table above, upon involuntary termination or termination without cause, a Named Executive Officer is generally entitled to receive (1) severance in an aggregate amount equal to two weeks of salary for each year of service (subject to a minimum of four weeks and a maximum of fifty-two weeks), (2) a pro rata portion of the current performance period’s Medium-Term Incentive Plan award, (3) benefits under the Canadian or U.S. Supplemental Plan, as reduced in accordance with the plan’s early retirement provisions and (4) with respect to Mr. Doyle, executive health and welfare benefits during the severance period.

Payments Made Upon Termination Following a Change in Control

As described in “Compensation Discussion and Analysis — Post-Retirement and Termination Compensation”, we have entered into change in control agreements with Mr. Doyle and Mr. Brownlee. As quantified in the table above, upon a termination within two years of a change in control, these Named Executive Officers are entitled to receive (1) severance in an aggregate amount equal to three times the executive’s current base salary and average bonus for the last three years, (2) immediate vesting and payout of the current performance period’s Medium-Term Incentive Plan award, (3) benefits under the Canadian Supplemental Plan, as supplemented by three additional years of service and as reduced in accordance with the plan’s early retirement provisions and (4) with respect to Mr. Doyle, executive health and

MANAGEMENT PROXY CIRCULAR ï Compensation Page  66

welfare benefits for a period of three years. Mr. Doyle is also entitled to a tax gross-up to cover excise taxes, if payable for the receipt of benefits under the change in control agreement.

As quantified in the table above, upon termination following a change in control, Named Executive Officers without change in control agreements are generally entitled to receive (1) severance in an aggregate amount equal to two weeks of salary for each year of service (subject to a minimum of four weeks and a maximum of fifty-two weeks); (2) a pro rata portion of the current performance period’s Medium-Term Incentive Plan award and (3) benefits under the Canadian or U.S. Supplemental Plan, as reduced in accordance with the plan’s early retirement provisions.

In addition, all outstanding options granted prior to 2009 become exercisable upon a change in control without regard to whether the Named Executive Officer is terminated. Outstanding options granted under the 2009 Performance Option Plan become exercisable if a Named Executive Officer is terminated without Cause (as defined in the 2009 Performance Option Plan) or resigns for Good Reason (as defined in the 2009 Performance Option Plan) during the two years following a change in control.

Payments Made Upon Death or Disability

As quantified in the table above, upon death or disability, a Named Executive Officer is generally entitled to receive a pro rata portion of the current performance period’s Medium-Term Incentive Plan award.

Generally, death or disability does not result in incremental value under the Canadian Supplemental Plan or the U.S. Supplemental Plan. If a Named Executive Officer becomes disabled, the individual may (1) go on long term disability, which would result in the continued accrual of Supplemental Plan benefits or (2) retire immediately, which would result in the same benefits as retirement. Canadian Supplemental Plan death benefits are generally payable at 60% of the amount of benefits if the participant had retired on the date of death. U.S. Supplemental Plan benefits are generally payable at the greater of (1) 50% of the amount of benefits if the participant had retired on the date of death, payable for the remainder of the spouse’s lifetime and (2) 100% of the amount of benefits if the participant had retired on the date of death, payable for a period of ten years.

Payments Made Upon Retirement

As quantified in the table above, upon retirement, a Named Executive Officer is generally entitled to receive (1) a pro rata portion of the current performance period’s Medium-Term Incentive Plan award; (2) the right to exercise any vested performance options, including such options that may vest after retirement, for a period of three years and (3) benefits under the Canadian or U.S. Supplemental Plan, as reduced in accordance with the plan’s early retirement provisions.

The following table sets forth the estimated annual or aggregate amounts that each Named Executive Officer would have received upon retirement at December 31, 2009 and would receive upon retirement at age 65 pursuant to the retirement plans in which each Named Executive Officer participates. The age 65 amounts in the below table assume annual salary increases of 3% and flat short-term incentive award targets (as a percentage of salary) for each of the Named Executive Officers and use the same interest rates as disclosed under “— Pension Benefits” above. Voluntary contributions by each of the Named Executive Officers to the retirement plans have been excluded from the calculation of the amounts set forth below.

		William J. Doyle				Wayne R. Brownlee				James F. Dietz				G. David Delaney				Barbara Jane Irwin
		($)				($)				($)				($)				($)
		Year End		Age 65		Year End		Age 65		Year End		Age 65		Year End		Age 65		Year End		Age 65
Canadian/U.S.	Annual		1,258,510		1,619,444		491,893		767,896		171,276		208,944		103,464		462,493		46,524		231,015
Pension Plan	Aggregate		18,388,187		21,001,468		7,551,409		9,958,321		2,155,054		2,368,825		982,979		5,243,346		623,163		2,619,048
Savings/	Annual		57,473		114,136		16,775		50,394		38,258		50,006		107,377		254,513		8,729		34,792
401(k) Plan	Aggregate		839,745		1,480,148		257,526		653,528		486,050		567,607		1,024,998		2,885,453		110,717		394,437
Total	Annual		1,315,983		1,733,580		508,668		818,290		209,534		258,950		210,841		717,006		55,253		265,807
	Aggregate		19,227,932		22,481,616		7,808,935		10,611,849		2,641,104		2,936,432		2,007,977		8,128,799		733,880		3,013,485

MANAGEMENT PROXY CIRCULAR ï Compensation Page  67

Performance Graphs

The following graph illustrates the Corporation’s cumulative shareholder return, assuming reinvestment of dividends, by comparing a $100 investment in the Shares at December 31, 2004 to the return on the Standard & Poor’s 500 Index^®, the DAX Ag and a self-selected peer group. The performance of the DJUSBMI is presented here for comparative purposes in accordance with Item 201(e) of Regulation S-K and will not be provided in the future.

	Dec-04		Dec-05		Dec-06		Dec-07		Dec-08		Dec-09
PotashCorp-NYSE Listing	$	100	$	97	$	175	$	529	$	270	$	402
Self-Selected Peer Group	$	100	$	107	$	161	$	511	$	222	$	401
S&P 500®	$	100	$	105	$	121	$	128	$	81	$	102
DJUSBMI	$	100	$	105	$	123	$	164	$	81	$	134
DAX Global Agribusiness	$	100	$	113	$	156	$	298	$	157	$	232

Copyright ^© 2010 S&P, a division of The McGraw-Hill Companies Inc. All right reserved.
Copyright ^© 2010 Dow Jones & Co. All rights reserved.

Self-selected peer group consists of:	Symbol
Agrium Inc.*	AGU
CF Industries, Inc.	CF
Intrepid Potash	IPI
Mosaic Co (formerly IMC Global Inc) (through 4Q04)	MOS
Terra Industries, Inc.	TRA
Yara International ASA	YAR NO
Israel Chemicals Limited	CHIM IT
Sociedad Quimica Y Minera de Chile S.A.	SQM/B CI
K + S AG	SDF/GR
Arab Potash Company	APOT JR
Uralkali	URKA RU

* TSX

MANAGEMENT PROXY CIRCULAR ï Compensation Page  68

The following graph illustrates the Corporation’s cumulative shareholder return, assuming reinvestment of dividends, by comparing a Cdn$100 investment in the Shares at December 31, 2004 to the return on the S&P/TSX Composite Index.

	Dec-04		Dec-05		Dec-06		Dec-07		Dec-08		Dec-09
PotashCorp-TSX Listing	$	100	$	94	$	169	$	438	$	274	$	352
S&P 500	$	100	$	105	$	121	$	128	$	81	$	102
S&P/TSX Composite Index	$	100	$	124	$	146	$	160	$	107	$	145

Copyright^© 2010 S&P, a division of The McGraw-Hill Companies, Inc. All rights reserved.

MANAGEMENT PROXY CIRCULAR ï Compensation Page  69

The above chart compares the total annual compensation, which is comprised of fixed compensation, equity compensation and awards under the Short-Term Incentive Plan earned by the Corporation’s Named Executive Officers from 2004 through 2009 to the Corporation’s annual CFROI-WACC during the same period. CFROI-WACC is the performance metric used to determine vesting of performance options granted under the Corporation’s Performance Option Plans and is correlated with total shareholder return. While total Named Executive Officer compensation was not directly correlated to CFROI-WACC between 2004 and 2009, the general trend in total Named Executive Officer compensation was consistent with the general trend in CFROI-WACC. In addition, because awards under the Corporation’s incentive plans are capped at certain maximum performance levels, the substantial increase in CFROI-WACC between 2006 and 2008 compared to relatively stable levels of total Named Executive Officer compensation during the same period. In 2009, because the Corporation failed to achieve the minimum corporate financial performance required under the Short-Term Incentive Plan, no Short-Term Incentive Plan awards were earned by the Corporation’s Named Executive Officers. The increase in total Named Executive Officer compensation between 2004 and 2005 primarily reflects the absence of stock option grants during 2004.

For purposes of the above chart, fixed compensation includes base salary and other compensation, which includes perquisites and personal benefits. Equity compensation includes the grant-date fair value of awards under the Corporation’s Medium-Term Incentive Plans (grants made in 2006 and 2009) and Performance Option Plans (annual grants).

MANAGEMENT PROXY CIRCULAR ï Compensation Page  70

Ownership of Shares

The following table sets forth information as of February 19, 2010, with respect to the beneficial ownership of Shares held by the executive officers of the Corporation named in the Summary Compensation Table herein and by all directors and executive officers of the Corporation as a group.

				Number of			Percentage
				Shares			of
	Number of			Beneficially			Outstanding
Name	Shares Held			Owned(1)(2)(3)(4)			Shares
William J. Doyle, Director, President and Chief Executive Officer		467,764	(5)		3,426,300	(5)		1.15	%
Wayne R. Brownlee, Executive Vice President, Treasurer and Chief Financial Officer		58,500			998,100			0.33	%
James F. Dietz, Executive Vice President and Chief Operating Officer		57,601			921,357			0.31	%
G. David Delaney President, PCS Sales		40,324			224,124			0.07	%
Barbara Jane Irwin Senior Vice President, Administration		53,446			759,296			0.25	%
All directors and executive officers as a group, including the above-named individuals (25 persons)		1,026,989			8,311,741			2.80	%

(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 19, 2010 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 19, 2010. The directors and executive officers of the Corporation as a group beneficially owned approximately 2.80% of the Shares issued and outstanding as at February 19, 2010.
(3)	Includes Shares purchasable within 60 days after February 19, 2010 through the exercise of options granted by the Corporation, as follows: Mr. Doyle 2,958,536 Shares; Mr. Brownlee 939,600 Shares; Mr. Dietz 863,756 Shares; Mr. Delaney 183,800 Shares; Ms. Irwin 705,850 Shares; and directors and executive officers as a group, including the foregoing individuals, 7,284,752 Shares.
(4)	No Shares beneficially owned by any of the directors or Named Executive Officers are pledged as security.
(5)	Includes 19,898 shares held in the William & Kathy Doyle Foundation, 216,336 in the WJ Doyle Revocable Trust and 230,728 in the Doyle Family LLC.

Listed below are the names and other information concerning persons or groups known to the Corporation (from records and reports filed with the SEC on Schedule 13D or 13G) who owned, as of February 19, 2010, more than 5% of the Corporation’s Shares.

Name and Address of	Amount and Nature of			Percent of
Beneficial Owner	Beneficial Ownership			Class(1)
Capital World Investors 333 South Hope Street Los Angeles, California 90071		16,028,100(2	)		5.41	%

(1)	Represents percent of Shares outstanding as of February 19, 2010.
(2)	As set forth in a Schedule 13G dated February 8, 2010. Such person has sole dispositive power as to all 16,028,100 Shares and sole voting power as to 7,649,000 Shares.

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Directors’ and Officers’

Liability Insurance

The Corporation has acquired and maintains liability insurance for its directors and officers as well as those of its subsidiaries as a group. The coverage limit of such insurance is $125 million per claim and $125 million in the annual aggregate. The Corporation has entered into a one-year contract ending June 30, 2010. Premiums of $1,225,000 were paid by the Corporation for the last fiscal year. Claims for which the Corporation grants indemnification to the insured persons are subject to a $5 million deductible for any one loss.

Voting Shares

There are 296,099,375 Shares of the Corporation outstanding as of February 19, 2010, each Share carrying the right to one vote. Each shareholder of record at the close of business on March 11, 2010 is entitled to vote at the Meeting the Shares registered in his or her name on that date.

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

2011 Shareholder Proposals

Proposals of shareholders intended to be presented at the Corporation’s annual meeting of shareholders in 2011 and which such shareholders are entitled to request be included in the Management Proxy Circular for that meeting, must be received at the Corporation’s principal executive offices not later than November 22, 2010.

Additional Information

Financial information relating to the Corporation is contained in its comparative financial statements and MD&A for the fiscal year ended December 31, 2009. Additional information relating to the Corporation that is not contained in this Management Proxy Circular, including the Corporation’s financial information as well as its most recent Form 10-K together with any document incorporated by reference therein, is available on SEDAR at www.sedar.com or EDGAR at www.sec.gov/edgar.shtml. Copies may be obtained, free of charge, upon request from the Corporate Secretary, Potash Corporation of Saskatchewan Inc., Suite 500, 122 — 1^st Avenue South, Saskatoon, Saskatchewan, S7K 7G3, Canada.

Directors’ Approval

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

JOSEPH A. PODWIKA

Secretary

February 19, 2010

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Appendices

	Page
Appendix A — Disclosure of Corporate Governance Practices		74
Appendix B — Resolution of Shareholders — 2010 Performance Option Plan		79
Appendix C — 2010 Performance Option Plan		80
Appendix D — Advisory Vote on Executive Compensation		86
Appendix E — Board of Directors Charter		87
Appendix F — Audit Committee Charter		90
Appendix G — Compensation Committee Annual Work Plan		96
Appendix H — Additional Survey Participants		98

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Appendix A
Disclosure of Corporate Governance Practices

100% Compliance

The Corporation’s governance practices fully comply with the governance rules of the Canadian Securities Administrators. The following table sets out the Corporation’s compliance with National Instrument 58-101 — Disclosure of Corporate Governance Practices.

FORM 58-101F1 — CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

Independent Directors

The Board has determined that all of the directors of the Corporation with the exception of Mr. Doyle, Ms. Paliza and Mr. Stromberg are independent. See disclosure under the “Director Independence and Other Relationships” section of this Management Proxy Circular.

Directors who are not independent

See disclosure under the “Director Independence and Other Relationships” section of this Management Proxy Circular.

Majority of independent directors

Nine of twelve, or 75%, of the Corporation’s current directors are independent.

Other directorships

Such other directorships have been disclosed in the “Nominees for Election to the Board of Directors” section of this Management Proxy Circular.

Meeting without management or non-independent directors

The Board has adopted a policy for the independent members of the Board to meet without management present at each meeting of the Board. These sessions are of no fixed duration and participating directors are encouraged to raise and discuss any issues of concern. This policy was complied with for all regularly scheduled meetings of the Board in 2009 and will apply to all future meetings.

The Board’s Committees also have a practice of meeting in camera without management present at each meeting of the Committees.

Board chair independence

Dallas J. Howe serves as the Board Chair, and is an independent director. He has served as Board Chair since 2003. A position description for the Board Chair has been developed and approved by the Board. Amongst other things the Board Chair is expected to:

(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

Attendance records are fully disclosed in the “Attendance of Directors” section of this Management Proxy Circular. Pursuant to the “PotashCorp Governance Principles”, directors are expected to attend all meetings of the Board and Board committees upon which they serve, to come to such meetings fully prepared, and to remain in attendance for the duration of the meetings. Where a director’s absence from a meeting is unavoidable, the director should, as soon as practicable after the meeting, contact the Board Chair, the Chief Executive Officer or the Corporate Secretary for a briefing on the substantive elements of the meeting.

Board Mandate

The Board of Directors Charter is attached to this Management Proxy Circular as Appendix E.

Position Descriptions

Board and committee chair position descriptions

A position description for the Board Chair and each Board Committee Chair (which are attached to the relevant Board Committee Charters) has been developed and approved by the Board and can be found on the Corporation’s website at www.potashcorp.com.

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CEO position description

A written position description for the Chief Executive Officer has been developed and approved by the Board.

The Chief Executive Officer reports to the Board and has general supervision and control over the business and affairs of the Corporation. Amongst other things, the Chief Executive Officer is expected to:

(a)	foster a corporate culture that promotes ethical practices, encourages individual integrity and fulfils social responsibility;
(b)	develop and recommend to the Board a long-term strategy and vision for the Corporation that leads to creation of shareholder value;
(c)	develop and recommend to the Board annual business plans and budgets that support the Corporation’s long-term strategy; and
(d)	consistently strive to achieve the Corporation’s financial and operating goals and objectives.

Orientation and Continuing Education

Orientation

The Board has adopted a written New Director Orientation Policy designed to:

(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.

The orientation program is tailored to the needs of each new director, and consists of a combination of written materials, one-on-one meetings with senior management, site visits and other briefings and training as appropriate.

Please refer to the “Disclosure Regarding Director Orientation and Continuing Education” section of this Management Proxy Circular for additional information.

Continuing Education

The Board recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process. To facilitate ongoing education, the Corporation:

(a)	maintains a directors’ 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.

Please refer to the “Disclosure Regarding Director Orientation and Continuing Education” section of this Management Proxy Circular for additional information.

Ethical Business Conduct

Code of Conduct

The Board has adopted the “PotashCorp Core Values and Code of Conduct”. The complete text of the “PotashCorp Core Values and Code of Conduct”, as well as other governance related documents, can be found at www.potashcorp.com and are available in print to any shareholder who requests them.

The Audit Committee reviews the process for communicating the “PotashCorp Core Values and Code of Conduct” to the Corporation’s personnel, and for monitoring compliance with the Code, as well as compliance with applicable law, regulations and other corporate policies. The Board, through the Audit Committee, receives regular reports from the Corporate Ethics and Compliance Committee regarding the Corporation’s ethics and compliance activities including the annual acknowledgement of compliance with the Code of Conduct sought from each employee.

The Board, through the Audit Committee Chair, also receives reports of all financial or accounting issues which come to the attention of management including those which are raised through the Corporation’s anonymous reporting mechanisms.

The Corporation has not filed any material change report since the beginning of the 2009 financial year that pertains to any conduct of a director or executive officer

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that constitutes a departure from the “PotashCorp Core Values and Code of Conduct”. Pursuant to the “PotashCorp Governance Principles”, no waiver of the application of the “PotashCorp Core Values and Code of Conduct” to directors or executive officers is permitted.

Material Interests

Pursuant to the “PotashCorp Governance Principles”, each director of the Corporation must possess and exhibit the highest degree of integrity, professionalism and values, and must never be in a conflict of interest with the Corporation. A director who has a conflict of interest regarding any particular matter under consideration should advise the Board, refrain from debate on the matter and abstain from any vote regarding it. The Board has also developed categorical independence standards to assist it in determining when individual directors are free from conflicts of interest and are exercising independent judgment in discharging their responsibilities. All directors and senior officers are bound by the “PotashCorp Core Values and Code of Conduct” and no waiver of the application of that Code to directors or senior officers is permitted.

Culture of ethical business conduct

The “PotashCorp Core Values and Code of Conduct” was redistributed to all employees in November 2007 and is continually reinforced with on-line training programs. During 2008 and the beginning of 2009, all directors and employees were asked to sign a written confirmation of their compliance with the “PotashCorp Core Values and Code of Conduct”. The Board, through the Audit Committee, requires the management Compliance Committee to annually report on the status of the Corporation’s ethics and compliance programs, including receipt of the Compliance Risk Assessment, Summary of Ethics and Compliance Training during the current year and plans for ethics and compliance training in the coming year.

Nomination of Directors

Identification of new candidates for board nomination

The Corporate Governance and Nominating Committee (the “CG&N Committee”) is responsible for recruiting and proposing to the full Board new nominees for directors. The CG&N Committee, in the discharge of its duties:

(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

The Corporation has a standing CG&N Committee.

Each of the directors who comprise the CG&N Committee is independent. Please refer to “Director Independence and Other Relationships” and the “Corporate Governance and Nominating Committee Report” sections of this Management Proxy Circular for additional information.

Corporate Governance and Nominating Committee Charter

The responsibilities, powers and operation of the CG&N Committee are set out in its charter, which is available on the Corporation’s website at www.potashcorp.com. Pursuant to the CG&N Committee Charter, the purpose of the CG&N Committee is to identify the individuals qualified to become members of the Board, to recommend to the Board nominees for election to the Board at each annual meeting of shareholders or to fill vacancies on the Board and to address related matters. Please refer to the “Corporate Governance and Nominating Committee Report” section of this Management Proxy Circular for additional information.

Compensation Committee

Director and Officer Compensation

Please refer to the “Compensation” section of this Management Proxy Circular.

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Independence

The Corporation has a standing Compensation Committee.  Each of the five directors who comprise the Compensation Committee is independent. Please refer to the “Director Independence and Other Relationships” and “Compensation Discussion and Analysis” sections of this Management Proxy Circular for additional information.

Compensation Committee Charter

The responsibilities, powers and operation of the Compensation Committee are set out in its charter, which is available on the Corporation’s website at www.potashcorp.com. Please refer to the “Compensation” section of this Management Proxy Circular for additional information.

Outside Compensation Consultants

In 2005, the Compensation Committee of the Board of Directors engaged Watson Wyatt as executive compensation consultants. Watson Wyatt provides input to the Committee on the philosophy and competitiveness of the design and award values for certain executive and director compensation programs. In addition, Watson Wyatt assists in the evaluation of compensation arrangements associated with certain strategic opportunities. In accordance with the Committee’s adherence to the best practice of retaining independent executive compensation consulting, Watson Wyatt does not perform any other consulting services for the Corporation. Any work other than executive compensation consulting services performed for the Corporation by Watson Wyatt must be approved in advance by the Chair of the Compensation Committee.

Other Board Committees

In addition to the Audit Committee, Compensation Committee and CG&N Committee, the Board also has a Safety, Health and Environment Committee. The Safety, Health and Environment Committee assists the Board review and recommend for approval policies, management systems and performance with respect to safety, health and environment matters affecting the Corporation.

Board Assessments

Pursuant to the “PotashCorp Governance Principles”, which is available on the Corporation’s website at www.potashcorp.com, the Board has adopted the following five-part effectiveness evaluation program:

1.   Annual Board Assessment by All Members of the Board

Each year Board members complete a detailed questionnaire which (a) provides for quantitative ratings in key areas and (b) seeks subjective comment in each of those areas. The questionnaire is administered by the Corporate Secretary. Responses are reviewed by the Corporate Secretary and the Chair of the CG&N Committee. A summary report is then prepared and provided to the Board Chair, the CG&N Committee and the CEO, and then reported to the full Board by the CG&N Committee Chair. Attribution of comments to individual Directors in the summary report is made only if authorized by that Director. In assessing the responses to the questionnaire, the focus is on continuous improvement. Matters requiring follow-up are identified, action plans are developed and there is ongoing monitoring by the CG&N Committee to ensure satisfactory results. As part of the annual Board assessment, the Board reviews and considers any proposed changes to the Board Charter.

2.   Annual Assessment of Each Committee by Members of That Committee

Each year members of each Committee complete a detailed questionnaire designed to allow Committee members to evaluate how well each Committee is operating and to make suggestions for improvement. The questionnaire is administered by the Corporate Secretary who receives responses and reviews them with the appropriate Committee Chair. A summary report is then prepared and provided to the Board Chair, the Chair of the CG&N Committee, the appropriate Committee and the CEO and then reported to the full Board by the appropriate Committee Chair. As part of the annual Committee assessment, the Board reviews and considers any proposed changes to the Committee Charters.

As with the Board assessment, the focus is on continuous improvement. Chairs of each Committee are expected to follow up on matters raised in the Committee assessments and take action as appropriate.

3.   Annual Assessment of the Board Chair by Members of the Board

Each year members of the Board are asked to assess and comment on the discharge, by the Board Chair, of his duties. Individual responses are received by the Chair of the CG&N Committee. The Chair of the C&GN Committee solicits specific input from the CEO from his perspective as CEO regarding the effectiveness of the Chair. A summary report is then provided to the Board Chair and the full Board, with no attribution of comments

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to individual Directors without their consent. As part of the annual Board Chair assessment, the Board reviews and considers any proposed changes to the Board Chair position description.

4.   Annual Assessment of Each Committee Chair by Members of Each Committee

Each year, members of each Committee are asked to assess and comment on the discharge, by each Committee Chair, of his or her duties. Responses are received by the Corporate Secretary and the Committee Chair under review. A summary report is then provided to the appropriate Committee and to the full Board, with no attribution of comments to individual Directors without their consent. As part of the annual Committee Chair assessment, the Board reviews and considers any proposed changes to the Committee Chair position descriptions.

5.   Annual Assessment of Individual Directors

Each year during the period from May to September, the Board Chair (and, if in the opinion of the Board Chair it is desirable, the Chair of the CG&N Committee) formally meets with each Director individually to engage in full and frank discussion of any and all issues that either wish to raise, with a focus on maximizing the contribution of each Director to the Board and Committees. In completing the review, the Board Chair employs a checklist, discusses both short-term and long-term goals, and establishes action items to allow each individual Director to enhance both his or her personal contributions and overall Board effectiveness. The Board Chair will share peer feedback with each Director as appropriate and reviews progress and action taken. Each Director, during such formal review, should be prepared to discuss with the Board Chair how the Directors, both individually and collectively, can operate more effectively. The Board Chair discusses the results of the individual evaluations with the Chair of the CG&N Committee and reports summary findings to both that Committee and to the full Board at the November meeting.

6.   Management Board Survey

As part of the Board’s continuing efforts to improve its performance, the Board periodically surveys those members of senior management who regularly interact with the Board and/or its Committees to solicit their input and perspective on the operation of the Board and how the Board might improve its effectiveness. The survey includes subjective management responses to questions and one on one interviews between management respondents and the Chair of the CG&N Committee. The results of the management surveys and the one on one interviews are reported by the Chair of the Corporate Governance and Nominating Committee to the full Board and the Corporate Secretary.

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Appendix B
Resolution of Shareholders — 2010 Performance Option Plan

WHEREAS the Board of Directors of Potash Corporation of Saskatchewan Inc. (the “Corporation”) has, approved a new performance option plan (the “2010 Performance Option Plan”), a copy of which is attached as Appendix C to the Management Proxy Circular of the Corporation sent to the shareholders of the Corporation in connection with the annual and special meeting of shareholders of the Corporation to be held May 6, 2010;

NOW THEREFORE, BE IT RESOLVED that:

1.	the 2010 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.

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Appendix C
2010 Performance Option Plan

1.  PURPOSE OF PLAN

Potash Corporation of Saskatchewan Inc. (the “Corporation”) by resolution of its Board of Directors (the “Board”) has established, subject to shareholder approval at the Corporation’s 2010 Annual and Special Meeting of shareholders, this Potash Corporation of Saskatchewan Inc. 2010 Performance Option Plan (the “Plan”) to support the Corporation’s compensation philosophy of providing selected employees and officers with an opportunity to: promote the growth and profitability of the Corporation; align their interests with shareholders; and earn compensation commensurate with corporate performance. The Corporation believes this Plan will directly assist in supporting the Corporation’s compensation philosophy by providing participants with the opportunity through stock options, which will vest, if at all, based on corporate performance over a three-year period, to acquire common shares of the Corporation (“Common Shares”).

2.  DURATION OF THIS PLAN

This Plan was adopted by the Board on February 19, 2010 to be effective as of January 1, 2010 (the “Effective Date”), subject to shareholder approval at the Corporation’s 2010 Annual and Special Meeting of shareholders, and shall remain in effect, unless sooner terminated as provided herein, until one (1) year from the Effective Date, at which time it will terminate. After this Plan is terminated, no stock options may be granted but stock options previously granted shall remain outstanding in accordance with their applicable terms and conditions and this Plan’s terms and conditions.

3.  ADMINISTRATION

This Plan shall be administered by the Compensation Committee of the Board or any other committee designated by the Board to administer this Plan (the “Committee”). The Committee shall be responsible for administering this Plan, subject to this Section 3 and the other provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents, and other individuals, any of whom may be an employee, and the Committee, the Corporation, and its officers and directors shall be entitled to rely upon the advice, opinions, or valuations of any such individuals. All actions taken and all interpretations and determinations made by the Committee shall be made in the Committee’s sole discretion and shall be final and binding upon the participants, the Corporation, and all other interested individuals. To the extent applicable, the Plan shall be administered with respect to optionees subject to the laws of the U.S. so as to avoid the application of penalties pursuant to Section 409A of the Internal Revenue Code, and stock options hereunder may be subject to such restrictions as the Committee determines are necessary to avoid application of such Section 409A.

4.  AUTHORITY OF THE COMMITTEE

The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of this Plan and any Stock Option Award Agreement or other agreement or document ancillary to or in connection with this Plan, to determine eligibility for stock options and to adopt such rules, regulations, forms, instruments, and guidelines for administering this Plan as the Committee may deem necessary or proper. Such authority shall include adopting modifications and amendments to any Stock Option Award Agreement that are necessary to comply with the laws of the countries and other jurisdictions in which the Corporation and/or its subsidiaries operate.

5.  SHARES SUBJECT TO STOCK OPTIONS

The aggregate number of Common Shares issuable after February 19, 2010 pursuant to stock options under this Plan may not exceed 1,000,000 Common Shares. The aggregate number of Common Shares in respect of which stock options have been granted to any one person pursuant to this Plan and which remain outstanding shall not at any time exceed 250,000. The authorized limits under this Plan shall be subject to adjustment under Sections 12 and 13.

If any stock option granted under this Plan, or any portion thereof, expires or terminates for any reason without having been exercised in full, the Common Shares with respect to which such option has not been exercised shall again be available for further stock options under this Plan; provided, however, that any stock option that is granted under this Plan that does not vest as a result of a failure to satisfy the Performance Measures, shall not be again available for grant under this Plan.

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6.  GRANT OF STOCK OPTIONS

From time to time the Board may designate individual officers and employees of the Corporation and its subsidiaries eligible to be granted options to purchase Common Shares and the number of Common Shares which each such person will be granted a stock option to purchase; provided that the aggregate number of Common Shares subject to such stock options may not exceed the number provided for in Section 5 of this Plan. Non-employee directors and other non-employee contractors and third party vendors are not eligible to participate in this Plan.

7.  OPTION PRICE

The option price for any option granted under this Plan to any optionee shall be fixed by the Board when the option is granted and shall be not less than the fair market value of the Common Shares at such time which, for optionees resident in the United States and any other optionees designated by the Board, shall be deemed to be the closing price per Common Share on the New York Stock Exchange on the last trading day immediately preceding the day the option is granted and, for all other optionees, shall be deemed to be the closing price per Common Share on the Toronto Stock Exchange on the last trading day immediately preceding the day the option is granted; provided that, in either case, if the Common Shares did not trade on such exchange on such day the option price shall be the closing price per share on such exchange on the last day on which the Common Shares traded on such exchange prior to the day the option is granted.

8.  VESTING OF STOCK OPTIONS

Subject to achievement of Performance Measures as certified and approved by the Audit Committee of the Board, stock options granted under this Plan will vest no later than thirty (30) days after the audited financial statements for the applicable Performance Period have been approved by the Board.

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 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 Scale
3 year average excess of		% of Stock Option
CFROI > WACC		Grant Vesting
	<0%		0%
	0.20%		30%
	1.20%		70%
	2.20%		90%
	2.50%		100%

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(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

The period during which a stock option is exercisable (the “Term”) may not exceed 10 years from the date the stock option is granted (the “Initial Exercise Period”), plus any Additional Exercise Period (as defined below). If such Initial Exercise Period would otherwise expire (i) during a Blackout Period (as defined below) applicable to the relevant optionee or (ii) within 10 trading days after the expiration of the Blackout Period applicable to the relevant optionee, the Term of the related stock option shall expire on the date that is the tenth trading day after the end of such Blackout Period (an “Additional Exercise Period”). For purposes of this Plan, “Blackout Period” means any period during which the relevant optionee is prohibited by the Corporation’s trading policy from trading in the Corporation’s securities. The Stock Option Award Agreement may contain provisions limiting the number of Common Shares with respect to which stock options may be exercised in any one year. Each stock option agreement shall contain provisions to the effect that:

(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;
(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

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(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, directly or indirectly, by one or more of the optionee or the spouse, children or grandchildren of the optionee (each, a “Permitted Assignee”). If a stock option is assigned to one or more Permitted Assignees, nothing contained in this section 10(e) shall prohibit a subsequent assignment of such stock option to one or more other Permitted Assignees or back to the optionee.

Nothing contained in Sections 10(a), (b) or (c) shall extend the Term beyond its stipulated expiration date or the date on which it is otherwise terminated in accordance with the provisions of this Plan.

If a stock option is assigned pursuant to Section 10(e)(ii), the references in Sections 10(a), (b) and (c) to the termination of employment or death of an optionee shall not relate to the assignee of a stock option but shall relate to the original optionee. In the event of such assignment, legal personal representatives of the original optionee shall not be entitled to exercise the assigned stock option, but the assignee of the stock option or the legal personal representatives of the assignee may exercise the stock option during the applicable specified period.

11.  EXERCISE OF STOCK OPTIONS

Subject to the provisions of this Plan, a vested stock option may be exercised from time to time by delivering to the Corporation at its registered office a written notice of exercise specifying the number of Common Shares with respect to which the stock option is being exercised and accompanied by payment in cash or certified cheque in full of the purchase price of the Common Shares then being purchased.

12.  ADJUSTMENTS

Appropriate adjustments to the authorized limits set forth in Section 5, in the number, class and/or type of Common Shares optioned and in the option price per share, both as to stock options granted or to be granted, shall be made by the Board to give effect to adjustments in the number of Common Shares which result from subdivisions, consolidations or reclassifications of the Common Shares, the payment of share dividends by the Corporation, the reconstruction, reorganization or recapitalization of the Corporation or other relevant changes in the capital of the Corporation.

13.  MERGERS

If the Corporation proposes to amalgamate or merge with another body corporate, the Corporation shall give written notice thereof to optionees in sufficient time to enable them to exercise outstanding vested stock options, to the extent they are otherwise exercisable by their terms, prior to the effective date of such amalgamation or merger if they so elect. The Corporation shall use its best efforts to provide for the reservation and issuance by the amalgamated or continuing corporation of an appropriate number of Common Shares, with appropriate adjustments, so as to give effect to the continuance of the stock options to the extent reasonably practicable. In the event that the Board determines in good faith that such continuance is not in the circumstances practicable, it may upon 30 days’ notice to optionees terminate the stock options.

14.  CIRCUMSTANCES FOR ACCELERATED VESTING

If a “change of control” of the Corporation occurs and at least one of the two additional circumstances described below occurs, each then outstanding stock option granted under this Plan may be exercised, in whole or in part, even if such option is not otherwise exercisable by its terms.

(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

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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;
(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-term 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.

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A termination of employment by the optionee for one of the reasons set forth in clause (i), (ii), (iii), (iv) or (v) of this Section 14(d), will not constitute Good Reason unless, within the 30-day period immediately following the occurrence of such Good Reason event, the optionee has given written notice to the Corporation of the event relied upon for such termination and the Corporation has not remedied such event within 30 days (the “Cure Period”) of the receipt of such notice. For the avoidance of doubt, the optionee’s employment shall not be deemed to terminate for Good Reason unless and until the Cure Period has expired and the Corporation has not remedied the applicable Good Reason event. The Corporation and the optionee may mutually waive in writing any of the foregoing provisions with respect to an event that otherwise would constitute Good Reason.

15.  RECOUPMENT POLICY

Each stock option granted under this Plan to an optionee that, as of the date the option is granted, participates in the Corporation’s Medium-Term Incentive Plan shall be subject to the terms and conditions of the Corporation’s Policy on Recoupment of Unearned Compensation (as previously adopted and, from time to time, amended by the Board) attached to such optionee’s Stock Option Award Agreement (as defined below).

16.  AMENDMENT OR DISCONTINUANCE OF THIS PLAN

The Board may amend or discontinue the Plan at any time, without obtaining the approval of shareholders of the Corporation unless required by the relevant rules of the Toronto Stock Exchange, provided that, subject to Sections 12, 13, and 14, no such amendment may increase the aggregate maximum number of Common Shares that may be subject to stock options under this Plan, change the manner of determining the minimum option price, extend the Term under any option beyond 10 years (plus any Additional Exercise Period) or the date on which the option would otherwise expire under the Plan, expand the assignment provisions of the Plan, permit non-employee directors to participate in the Plan or, without the consent of the holder of the option, alter or impair any option previously granted to an optionee under this Plan; and, provided further, for greater certainty, that, without the prior approval of the Corporation’s shareholders, stock options issued under this Plan shall not be repriced, replaced, or regranted through cancellation, or by lowering the option price of a previously granted stock option. Pre-clearance of the Toronto Stock Exchange of amendments to the Plan will be required to the extent provided under the relevant rules of the Toronto Stock Exchange.

17.  EVIDENCE OF STOCK OPTIONS

Each stock option granted under this Plan shall be evidenced by a written stock option agreement between the Corporation and the optionee which shall give effect to the provisions of this Plan and include such other terms as the Committee shall determine (“Stock Option Award Agreement”).

18.  WITHHOLDING

To the extent that the Corporation is required to withhold federal, provincial, state, local or foreign taxes in connection with any payment made or benefit realized by an optionee or other person hereunder, and the amounts available to the Corporation for such withholding are insufficient, it shall be a condition to the receipt of such payment or the realization of such benefit that the optionee or such other person make arrangements satisfactory to the Corporation for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the Board) may include relinquishment of a portion of such benefit. Participants shall also make such arrangements in connection with the disposition of Common Shares acquired upon the exercise of option rights with respect to this Plan.

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Appendix D
Advisory Vote on Executive Compensation

The Board of PotashCorp has spent considerable time and effort in defining and implementing a best-practices executive compensation program, and believes that it achieves the goal of maximizing long-term shareholder value while attracting, motivating and retaining world-class talent.

Listening to stakeholders’ opinions is a core value at PotashCorp. The Board values and encourages constructive dialogue on compensation and other important governance topics with our shareholders, to whom we are ultimately accountable. Consistent with this approach, the Board has, on an annual basis since 2005, provided the opportunity for shareholders to vote on our performance option plans, a key element of executive compensation. In connection with the 2009 annual and special meeting of shareholders, the Corporation received a shareholder proposal asking that it implement an advisory vote on executive compensation (commonly referred to as “say on pay”). After monitoring developments and trends relating to say on pay, PotashCorp committed to providing a say on pay vote in connection with its 2010 Annual Meeting. In forming its resolution for the say on pay vote and in considering its applicable shareholder outreach program, the Corporation has reviewed the model policy set forth on this topic by the Canadian Coalition for Good Governance and feels its practices and policies to be consistent therewith.

As this is an advisory vote, the results will not be binding upon the Board. However, the Board will take the results of the advisory vote into account, as appropriate, when considering future compensation policies, procedures and decisions and in determining whether there is a need to significantly increase their engagement with shareholders on compensation related matters. In the event that a significant number of shareholders oppose the resolution, the Board will consult with its shareholders to understand their concerns and will review the Corporation’s approach to compensation in the context of these concerns.

Accordingly, the Board proposes that you indicate your support for the Corporation’s approach to executive compensation disclosed in the Management Proxy Circular by voting in favour of the following advisory resolution:

“RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in the Corporation’s Management Proxy Circular delivered in advance of the 2010 Annual and Special Meeting of shareholders.”

The Board recommends a vote FOR the above resolution.

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Appendix E
Board of Directors Charter

1.  PURPOSE AND ROLE

The Board of Directors (the “Board”) of Potash Corporation of Saskatchewan Inc. (the “Corporation”) is responsible for the stewardship and oversight of the management of the Corporation and its global business. It has the statutory authority and obligation to protect and enhance the assets of the Corporation in the interest of all shareholders.

Although Directors may be elected by the shareholders to bring special expertise or a point of view to Board deliberations, they are not chosen to represent a particular constituency. The best interests of the Corporation and its shareholders must be paramount at all times.

The involvement and commitment of Directors is evidenced by regular Board and Committee meeting attendance, preparation, and active participation in setting goals and requiring performance in the interest of shareholders.

2.  COMPOSITION

The Board shall be comprised of that number of Directors as shall be determined from time to time by the Board, in accordance with the Corporation’s articles, bylaws and applicable laws.

3.  MEETINGS

The time at which and place where the meetings of the Board shall be held and the calling of the meetings and procedure in all things at such meetings shall be determined by the Board in accordance with the Corporation’s articles, bylaws and applicable laws.

The agenda for each Board meeting shall be established by the CEO and the Board Chair, taking into account suggestions from other members of the Board. Meeting materials and information shall be distributed in advance of each meeting so as to provide adequate time for review. The Board has a policy of holding one meeting each year at one of the Corporation’s operating facilities. Site visits by the Board and meetings with senior management of the facility are incorporated into the itinerary.

Directors are expected to attend, in person or via tele- or video-conference, all meetings of the Board and the Committees upon which they serve, to come to such meetings fully prepared, and to remain in attendance for the duration of the meeting. Where a Director’s absence from a meeting is unavoidable, the Director should, as soon as practicable after the meeting, contact the Board Chair, the CEO, or the Corporate Secretary for a briefing on the substantive elements of the meeting.

4.  CHAIR

The Chair of the Board shall have the duties and responsibilities set forth in the “Chair of the Board of Directors Position Description.”

5.  RESPONSIBILITIES

The Board operates by delegating certain of its responsibilities to management and reserving certain powers to itself. Its principal duties fall into six categories:

•   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.

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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.

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(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.

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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.

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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

There is hereby delegated to the Committee the duties and powers specified in section 171 of the CBCA and, without limiting these duties and powers, the Committee will carry out the following 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

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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.

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(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.

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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

In addition to the duties and responsibilities set out in the Board of Directors Charter and any other applicable charter, mandate or position description, the chair (the “Chair”) of the Audit Committee (the “Committee”) of Potash Corporation of Saskatchewan Inc. (the “Corporation”) has the duties and responsibilities described below.

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

Appendix G
Compensation Committee Annual Work Plan

Committee Action	Jan	Feb	May	Jul	Sept	Nov	Board Action
Approve Executive compensation philosophy to support the business objectives						•	Information Only
Recommend Executive management team (EMT) changes (as occur)							Approve
Approve of EMT total compensation structure (including competitiveness)						•	Information Only
Review CEO succession plan, management structure, and executive development	•						Information on CEO and EMT
Approve CEO’s recommendation of EMT’s compensation	•						Information Only
Review staff succession planning					•
Recommend Salary Administration: Merit and range adjustments and budget for next year					•		Approve as part of final budget
Recommend any significant plan changes (as needed) •   Incentive and equity plans; •   Other plans (may be in conjunction with Audit Committee)							Approve as necessary
Recommend Evaluation of CEO’s performance in light of goals, base pay and total compensation determined	•						Approve
Recommend CEO’s goals relevant to compensation for the next year	•						Approve
Review Short-term incentive plan’s costing for the upcoming year, based upon approved budget targets	•						Approve
Approve Short-term incentive plan payouts for EMT, and in total (via conference call) (in conjunction with Audit Committee)		•					Information Only
Recommend Short-term incentive plan payouts for CEO (via conference call) (in conjunction with Audit Committee)		•					Approve
Review Status report on short-term performance measures and projected incentive payments				•		•	Information Only
Recommend final design Cash medium-term incentive plan’s performance goals, awards, and costing for the upcoming cycle				•  (every 3 yrs)		•  (every 3 yrs)	Approve
Approve Cash medium-term incentive plan payouts for EMT, and in total (in conjunction with Audit Committee)	•  (every 3 yrs)						Information Only
Recommend Cash medium-term incentive plan payouts for CEO, and in total (in conjunction with Audit Committee)	•  (every 3 yrs)						Approve
Review Semi-annual status report on cash medium-term incentive performance measures and projected incentive payments	•			•			Information Only

MANAGEMENT PROXY CIRCULAR ï Appendices Page  96

Committee Action	Jan	Feb	May	Jul	Sept	Nov	Board Action
Recommend Estimate of total annual projected performance option grant requirements	•						Approve
Recommend Performance option grants for CEO, EMT, and in total; reserve analysis and dilution			•				Approve
Recommend Board Compensation Annual Review				•			Approve
Review Execution of stock sales:
•   CEO and EMT; and	•		•	•	•	•	Information Only
•   Board
Approve Report on executive compensation for the annual proxy		•					Approve as part of proxy circular
Review Labour relations environment				•			Information Only
Review (with Audit Committee) Retirement benefits, including fund review, retirement plan accruals, and other				•			Information Only
Review of CEO expenses for prior year (by Committee Chair as authorized by Compensation Committee)	•						Information Only
Review Comp Committee evaluation and charter review (with Governance Committee)					•		Information Only
Recommend Other risk categories assigned to the Comp Committee (may be with the Audit Committee)				•			Approve
Review Top 10 Executive Tally Sheet			•				Information Only
Review Pay for Performance Analysis				•			Information Only

MANAGEMENT PROXY CIRCULAR ï Appendices Page  97

Appendix H
Additional Survey Participants

WWDS 2009/2010 Survey Report on Top Management Compensation

3M Company

A. O. Smith Corporation

A. Schulman, Inc.

AAA

ABB, Inc.

Abbott Laboratories

Abercrombie & Fitch Company

ABM Industries, Inc.

Accor North America

Activision Blizzard, Inc.

The Actors Fund of America

Actuant Corporation

Acuity

Acuity Brands, Inc.

ACUMED LLC

Adams Resources & Energy, Inc.

Administaff, Inc.

Adobe Systems Incorporated

ADTRAN Incorporated

Advance Auto Parts

Advanced Micro Devices, Inc.

Adventist Health System

AECOM Technology Corporation

Aegon USA

Aeropostale, Inc.

The AES Corporation

Aetna, Inc.

Affiliated Computer Services, Inc.

Affinia Group, Inc.

Affinity Plus Federal Credit Union

AFLAC Incorporated

AGCO Corporation

AgFirst

Agilent Technologies, Inc.

AGL Resources, Inc.

AgriBank, FCB

Air Products & Chemicals, Inc.

Airlines Reporting Corporation

AirTran Holdings, Inc.

AK Steel Holding Corporation

Aker Solutions

Alaska Air Group, Inc.

Albemarle Corporation

Alcoa, Inc.

Alexander & Baldwin, Inc.

Alfa Laval, Inc.

Allegheny County Sanitary Authority

Allegheny Energy, Inc.

Allegheny Technologies Incorporated

Allergan, Inc.

Allete

Alliance Data Systems Corporation

Alliance Residential Company

Alliant Energy Corporation

The Allstate Corporation

Alpha Innotech Corporation

Alpha Natural Resources, Inc.

ALSAC St. Jude

Altria Group, Inc.

Altru Health System

Amazon.com, Inc.

Amcore Bank

Ameren Corporation

American Airlines

American Axle & Manufacturing Holdings, Inc.

American Cancer Society, Inc.

American Commercial Lines, Inc.

American Dehydrated Foods, Inc.

American Eagle Outfitters

American Electric Power Company, Inc.

American Enterprise

American Express Company

American Family Insurance

American Financial Group

American Greetings Corporation

American Red Cross

American Water

Americas Styrenics

AMERIGROUP Corporation

AmeriPride Services, Inc.

Ameriprise Financial, Inc.

AmerisourceBergen Corporation

Ameristar Casinos

Ames True Temper

AMETEK, Inc.

AMETEK, Inc./Advanced Measurement Technology, Inc.

Amgen, Inc.

Amkor Technology, Inc.

Amphenol Corporation

AMR Corporation

Amtrak

Anadarko Petroleum Corporation

Analog Devices, Inc.

Anchor Bank North America

Andersen Corporation

The Andersons, Inc.

ANH Refractories Company

Anixter International, Inc.

AnnTaylor Stores Corporation

The Antioch Company

Aon Corporation

APAC Customer Services

Apache Corporation

Apollo Group

Apple, Inc.

Applied Materials, Inc.

AptarGroup, Inc.

ARAMARK Corporation

Arch Coal, Inc.

Archstone

Areva NP, Inc.

ARINC, Inc.

The Arizona Republic

Arkansas Best Corporation

Armstrong World Industries, Inc.

Arrow Electronics, Inc.

ArvinMeritor, Inc.

Asbury Automotive Group, Inc.

ASCAP

Ascent Media Group

Ashland, Inc.

Asset Marketing Service, Inc.

Assurant Health

Assurant, Inc.

Asurion Corporation

AT&T, Inc.

Atmos Energy Corporation

Aurora Healthcare

The Auto Club Group

Autodesk, Inc.

Autoliv North America, Inc.

Automobile Club of Southern California

AutoNation, Inc.

AutoZone, Inc.

Aveda Corporation

Avery Dennison Corporation

Avis Budget Group

Avista Corporation

Avon Products, Inc.

Axsys

B Braun Medical, Inc.

Babcock & Wilcox Company

Babson College

Baker Hughes Incorporated

Baldor Electric Company

Ball Corporation

Bank of America Corporation

The Bank of New York Mellon Corporation

Baptist Health

Baptist Health System

Barloworld Handling

Barnes & Noble, Inc.

Basler Electric Company

Baxa Corporation

Baxter International, Inc.

Baylor College of Medicine

Baylor Health Care System

BB&T Corporation

BE Aerospace, Inc.

Beacon Roofing Supply, Inc.

BearingPoint, Inc.

Beazer Homes USA, Inc.

Bechtel Systems & Infrastructure, Inc.

Beckman Coulter, Inc.

Becton, Dickinson and Company

Behr America, Inc.

Belden, Inc.

Belk, Inc.

Bemis Company, Inc.

Bemis Manufacturing Company

Benchmark Electronics, Inc.

Berkshire Hathaway, Inc.

Berwick Offray LLC

Best Buy Co., Inc.

Big Lots, Inc.

Biodynamic Research Corporation

Biogen Idec, Inc.

Biomet

Bio-Rad Laboratories, Inc.

BJ Services Company

BJ’s Wholesale Club

The Black & Decker Corporation

BlackRock, Inc.

Blockbuster, Inc.

Blue Cross & Blue Shield of Nebraska

Blue Cross & Blue Shield of South Carolina

Blue Cross & Blue Shield of Tennessee

Blue Cross Blue Shield of Louisiana

Blue Cross of Idaho Health Service, Inc.

Blue Cross of Northeastern Pennsylvania

BlueLinx Holdings, Inc.

BMW Manufacturing Corporation

Board of Governors of the Federal Reserve System

Bob Evans Farms

The Boeing Company

Boise Cascade Holdings LLC

Boise, Inc.

The Bon-Ton Stores, Inc.

Borders Group, Inc.

BorgWarner, Inc.

Bosch Packaging Services

Boston Scientific Corporation

Boy Scouts of America

Boyd Gaming Corporate

Boys & Girls Clubs of America

Bradley Corporation

Brady Corporation

Briggs & Stratton Corporation

Brightpoint, Inc.

The Brink’s Company

Bristol Myers Squibb Company

Broadcom Corporation

Broadridge Financial Solutions, Inc.

Brookdale Senior Living, Inc.

Brown Shoe Company, Inc.

Brownells, Inc.

Brunswick Corporation

Bryant University

BSSI

Buckeye GP Holdings LP

Bucyrus International, Inc.

Buffets, Inc.

Building Materials Holding Corporation

Burger King Holdings, Inc.

Burlington Northern Santa Fe Corporation

C.H. Robinson Worldwide, Inc.

C.R. Bard, Inc.

Cabela’s Incorporated

Cablevision Systems Corporation

Cabot Corporation

CACI International, Inc.

Caelum Research Corporation

Calibre Systems

California Casualty Management Company

California Institute of Technology

California Water Service Company

Calpine Corporation

Calumet Specialty Products Partners LP

MANAGEMENT PROXY CIRCULAR ï Appendices Page  98

Cameron International Corporation

Camoplast, Inc.

Campbell Soup Company

Canyon Ranch

Capital One Financial Corporation

Career Education Corporation

Career Service Authority City and County of Denver

CareFirst BlueCross BlueShield

Carle Clinic Association

Carlisle Companies, Inc.

Carlson Companies, Inc.

CarMax

Carpenter Technology Corporation

Carter

Casino Arizona

Catalyst Health Solutions, Inc.

Caterpillar, Inc.

CB Richard Ellis

CBS Corporation

CC Media Holdings, Inc.

CDM

Celanese Corporation

Celgene Corporation

Cell Therapeutics, Inc.

CEMEX, Inc.

Centene Corporation

CenterPoint Energy, Inc.

Century Aluminum Company

Century Tel, Inc.

Cenveo, Inc.

Cephalon, Inc.

CF Industries Holdings, Inc.

The Charles Schwab Corporation

Chemtreat, Inc.

Chenega Corporation

Chesapeake Energy Corporation

Chevron Corporation

Chicago Transit Authority

Chico’s FAS, Inc.

Children’s Healthcare Atlanta

Children’s Home Society

Chiquita Brands International, Inc.

Choice Hotels International

CHS, Inc.

The Chubb Corporation

Chumash Employee Resource Center

Church & Dwight Co., Inc.

Church of Jesus Christ of Latter-Day Saints

CIGNA Corporation

Cimarex Energy Company

Cincinnati Financial Corporation

Cinemark Holdings, Inc.

CIT Group, Inc.

Citationshares

Citigroup, Inc.

City of Austin

City of Charlotte

City of Columbus

City of Garland

City of Houston

City of Philadelphia

Clarian Health Partners

Cleco Corporation

Cliffs Natural Resources, Inc.

The Clorox Company

ClubCorp, Inc.

CME Group, Inc.

CMS Energy Corporation

CNL Financial Group

Coca-Cola Bottling Company Consolidated

The Coca-Cola Company

Coca-Cola Enterprises, Inc.

Cognizant Technology Solutions Corporation

Colgate-Palmolive Company

Collective Brands, Inc.

The Colman Group, Inc.

Colonial Bank

Colorado Springs Utilities

Colsa Corporation

Columbia Sportswear Company

Columbus Foods LLC

Comcast Corporation

Comerica Incorporated

Commercial Metals Company

CommScope, Inc.

Community Health Network

Community Health Systems

The Community Preservation Corporation

Compass Group, North America Division

Complete Production Services, Inc.

Computer Sciences Corporation

Computer Task Group

ConocoPhillips

Conseco, Inc.

CONSOL Energy, Inc.

Consolidated Edison, Inc.

Constellation Energy Group, Inc.

Continental Airlines, Inc.

Convenience Food Systems, Inc.

Convergys Corporation

Con-way, Inc.

Cooper Standard Automotive

Cooper Tire & Rubber Company

Core Laboratories

Core-Mark Holding Company, Inc.

Corn Products International, Inc.

Cornell University

Corning Incorporated

Correctional Medical Services

Corrections Corporation of America

Costco Wholesale Corporation

Country Insurance & Financial

The Country Vintner

Covance, Inc.

Coventry Health Care, Inc.

Cox Enterprises, Inc.

Cox Target Media Valpak

CPS Energy

Cracker Barrel Old Country Store, Inc.

Crane Company

Cree, Inc.

Croda, Inc.

Crosstex Energy, Inc.

Crown Castle International Corporation

Crown Cork & Seal

CSX Corporation

Cummins, Inc.

CUNA Mutual Group

Curtiss-Wright Corporation

CVR Energy, Inc.

CVS Caremark

Cypress Semiconductor Corporation

Cytec Industries, Inc.

D & E Communications, Inc.

D.R. Horton, Inc.

Daimler Financial Services

Dakota Electric Association

Dallas County

Dal-Tile, Inc.

Dana Holding Corporation

Danaher Corporation

Data Center, Inc.

DaVita, Inc.

Dean Foods

Deckers Outdoor Corporation

The Decurion Corporation

Deere & Company

Dekalb Regional Healthcare Systems

Del Monte Fresh Produce Company

Delorme Publishing

Delphi Corporation

Delta Air Lines, Inc.

Denso International America

Denso Manufacturing Michigan, Inc.

DENTSPLY International, Inc.

DePaul University

Devon Energy Corporation

DeVry University

DFW International Airport

Dick’s Sporting Goods

Dickstein Shapiro LLP

Diebold Incorporated

Dillard’s, Inc.

Direct Financial Solutions, Inc.

The DIRECTV Group, Inc.

Discover Financial Services

Discovery Communications, Inc.

DISH Network Corporation

Doherty Employer Services

Dole Food Company, Inc.

Dollar General Corporation

Dominion Resources, Inc.

Donaldson Company, Inc.

Dover Corporation

The Dow Chemical Company

Dr. Pepper Snapple Group, Inc.

Dresser-Rand Group, Inc.

DSC Logistics

DST Systems, Inc.

DTE Energy

Duane Reade Holdings, Inc.

Duke Energy Corporation

Duke Realty Corporation

Duke University & Health System

The Dun & Bradstreet Corporation

DuPont

Dynegy, Inc.

DynMcDermott

E J Brooks Company

E*TRADE Financial Corporation

The E.W. Scripps Company

Eagle Rock Energy Partners LP

Early Warning Services

Eastman Chemical Company

Eastman Kodak Company

Eaton Corporation

eBay

Ecolab, Inc.

Edison International

Edison Mission Energy

Education Management Corporation

Edward Jones & Company

Edwards Lifesciences

EG&G - Defense Materials

EG&G Services

El Paso Corporation

Element K

Eli Lilly & Company

Elizabeth Arden, Inc.

EMC Corporation

EMCOR Group, Inc.

Emerson Climate Technologies/Copeland

Emerson Electric

Enbridge Energy Partners LP

Energizer Holdings, Inc.

Energy Future Holdings Corporation

Energy Transfer Equity LP

Ensco International Incorporated

Entergy Corporation

Enterprise GP Holdings LP

Entertainment Publications

EOG Resources, Inc.

EON US LLC

Equifax, Inc.

Equity Residential

Erie Insurance Group

ESCO Corporation

ESCO Technologies

The Estee Lauder Companies, Inc.

Esterline Technologies Corporation

Etnyre International, Ltd.

Europ Assistance USA

Evraz Oregon Steel Mills

Exel, Inc.

Exelon Corporation

Exempla Health Care, Inc.

Exide Technologies

Expedia, Inc.

Expeditors International of Washington

Experian

Express Scripts, Inc.

Extendicare Health Services

Exterran Holdings, Inc.

Exxon Mobil Corporation

FAIR Plan Insurance Placement Facility of Pennsylvania

Family Dollar Stores, Inc.

Farmland Foods, Inc.

Fastenal Company

FCI USA, Inc.

Federal Home Loan Bank of Atlanta

Federal Reserve Bank of Atlanta

Federal Reserve Bank of Boston

Federal Reserve Bank of Cleveland

Federal Reserve Bank of Dallas

Federal Reserve Bank of Kansas City

Federal Reserve Bank of Minneapolis

Federal Reserve Bank of Philadelphia

MANAGEMENT PROXY CIRCULAR ï Appendices Page  99

Federal Reserve Bank of San Francisco

Federal Reserve Bank of St. Louis

FedEx Express

FedEx Ground

FedEx Office

Fender Musical Instruments

Ferguson Enterprises

Fermi National Accelerator Laboratory

FerrellGas, Inc.

Ferro Corporation

Fidelity National Financial, Inc.

Fidelity National Information Services

Fifth Third Bancorp

The First American Corporation

First American Corporation

First Bank

First Citizens Bank

First Data Corporation

First Horizon National Corporation

First Interstate BancSystem

First Place Bank

First Priority

First Solar, Inc.

FirstEnergy Corporation

Fiserv, Inc.

Fleetwood Group

Flexcon Company, Inc.

Flexible Steel Lacing Company

Florida’s Blood Centers, Inc.

Flowers Foods, Inc.

Flowserve Corporation

Fluor Corporation

FMC Corporation

FMC Technologies, Inc.

Foot Locker, Inc.

Ford Motor Company

Fort Worth Independent School District

Fortune Brands

Foseco Metallurgical, Inc.

Fox Chase Cancer Center

FPL Group, Inc.

Franklin Resources, Inc.

Franklin W Olin College Engineering

Freeman Companies

Freeport-McMoRan Copper & Gold, Inc.

Freescale Semiconductor, Inc.

Fremont Group

Froedtert & Community Health

Frontier Communications Corporation

Frontier Oil Corporation

Furniture Brands International, Inc.

G&K Services

G. Loomis, Inc.

Gannett Co., Inc.

The Gap, Inc.

Gardner Denver, Inc.

Garmin International

Gaylord Entertainment

General Cable Corporation

General Dynamics Corporation

General Dynamics Information Technology

General Growth Properties, Inc.

General Motors Corporation

Genuine Parts Company

Genworth Financial, Inc.

Genzyme Corporation

Georg Fischer Signet LLC

Georgia Gulf Corporation

Georgia Institute of Technology

Georgia System Operations Corporation

Gerdau Ameristeel

Gilead Sciences, Inc.

Global Partners LP

Godiva, Inc.

Gold Eagle Company

Goldman Sachs Group, Inc.

Goodrich Corporation

The Goodyear Tire & Rubber Company

Google, Inc.

Government Employees Health Association, Inc.

Graco, Inc.

Graham Packaging

Grande Cheese Company

Grange Mutual Insurance Companies

Granite Construction, Inc.

Graybar Electric Company, Inc.

Great Plains Energy Incorporated

Greatwide Truckload Management

Greif, Inc.

Greyhound Lines, Inc.

Group 1 Automotive, Inc.

GuideStone Financial Resources

Gulfstream Aerospace Corporation

H Lee Moffitt Cancer Center & Research Institute

Halliburton Company

Hanesbrands, Inc.

Hannaford Bros. Company

The Hanover Insurance Group, Inc.

Hapag-Lloyd (America), Inc.

Harley Davidson Motor Company

Harman International Industries, Inc.

Harrah’s Entertainment

Harris County Hospital District

Harsco Corporation

Hartford Financial Services

Harvard Vanguard Medical Association

Harvey Industries

Hasbro, Inc.

Hastings Mutual Insurance Company

Hawaiian Electric Industries, Inc.

Haynes International, Inc.

Hazelden Foundation

HCA, Inc.

HCC Insurance Holdings, Inc.

HD Supply

Health Management Associates, Inc.

Health Net

Health Partners

HealthNow New York

HealthSouth Corporation

HealthSpring, Inc.

HealthTrans

H-E-B

Helix Energy Solutions Group, Inc.

Helmerich & Payne, Inc.

Hendrick Medical Center

Hendrickson International

Henry Ford Health System

Henry Schein, Inc.

Herman Miller, Inc.

The Hershey Company

The Hertz Corporation

Hess Corporation

Hewitt Associates, Inc.

Hewlett-Packard Company

Hexion Specialty Chemicals, Inc.

Highlights for Children, Inc.

Highmark, Inc.

HighMount Exploration & Production LLC

Hill Phoenix

Hill-Rom Holdings, Inc.

Hilti, Inc.

Hilton Hotels Corporation (Promus Hotels)

Hines Interests

Hitachi

HNI Corporation

HNTB Corporation

Holden Industries, Inc.

Holly Corporation

The Home Depot, Inc.

Home Shopping Network

Honeywell International, Inc.

Hormel Foods Corporation

Hospira, Inc.

Host Hotels & Resorts, Inc.

Hovnanian Enterprises, Inc.

Hub Group, Inc.

Hubbard Feeds, Inc.

Hubbell Incorporated

Hudson City Bancorp, Inc.

Humana, Inc.

Hunter Douglas, Inc.

Hunter Industries

Huntington Bancshares Incorporated

Huntsman Corporation

Huron Consulting Group

Hutchinson Technology, Inc.

Hyatt Hotels Corporation

Hyundai Motor America

IAC/InterActiveCorp

Iasis Healthcare Corporation

IBA USA, Inc.

Icahn Enterprises LP

IDT Corporation

Illinois Tool Works, Inc.

Imation Corporation

Imerys

IMS Health, Inc.

Indianapolis Power & Light Company

Inergy Holdings LP

Information Management Service

Ingersoll Rand

Ingles Markets, Incorporated

Ingram Industries, Inc.

Ingram Micro, Inc.

Inmar, Inc.

Inolex Chemical Company

INOVA Health Systems

In-Sink-Erator

Institute of Nuclear Power Operations

Integrys Energy Group, Inc.

Intel Corporation

Interactive Brokers Group, Inc.

International Assets Holding Corporation

International Business Machines Corporation

International Flavors & Fragrances, Inc.

International Game Technology

International Paper Company

Interpublic Group of Companies, Inc.

Intertape Polymer Group

Intuit, Inc.

Invacare Corporation

Invensys Controls

Iron Mountain Incorporated

The Irvine Company

Isuzu Motors America, Inc.

Ithaca College

Itochu International, Inc.

Itron, Inc.

ITT Corporation

ITT Industries Advanced Engineering & Sciences

ITT Systems Division

J J Keller & Associates, Inc.

J R Simplot Company

J.B. Hunt Transport Services, Inc.

J.C. Penney Company, Inc.

Jabil

Jack in the Box, Inc.

Jacobs Engineering Group, Inc.

Jacobs Technology, Inc.

Jarden Consumer Solutions

Jarden Corporation

Jefferson Science Associates

Jefferson Wells International

Jet Blue Airways

JM Family Enterprises

Jo-Ann Stores, Inc.

John Crane, Inc.

John Wiley & Sons, Inc.

Johns Hopkins Medical Services

Johnson & Johnson

Johnson Controls, Inc.

Johnson Financial Group

JohnsonDiversey, Inc.

Jones Apparel Group, Inc.

Jones Lang LaSalle

Joy Global, Inc.

JPMorgan Chase & Co.

Judicial Council of California

Juniper Networks, Inc.

Kalsec, Inc.

Kansas City Southern

Kansas Farm Bureau

KAR Holdings, Inc.

KB Home

KBR, Inc.

Keihin Indiana Precision Technology

Kellogg Company

Kelly Services, Inc.

Kewaunee Scientific Corporation

Key Energy Services, Inc.

KeyCorp

Keystone Automotive Industries

Keystone Foods Corporation

Kimberly-Clark Corporation

Kindred Healthcare, Inc.

Kinetic Concepts, Inc.

MANAGEMENT PROXY CIRCULAR ï Appendices Page  100

Kingston Technology

KLA-Tencor Corporation

Knight, Inc.

Kohl’s Corporation

Kraft Foods, Inc.

The Kroger Company

Kruger International

Kyocera America, Inc.

L L Bean, Inc.

L-3 Communications Holdings, Inc.

Lab Volt Systems

Laboratory Corporation of America Holdings

The Laclede Group, Inc.

Lake Federal Bank

Lam Research Corporation

Lancaster General Hospital

Land O’Lakes, Inc.

Landstar System, Inc.

Lansing Board of Water & Light

Las Vegas Sands Corporation

La-Z-Boy Chair Company

Leap Wireless International, Inc.

Lear Corporation

Leggett & Platt, Inc.

Lender Processing Services, Inc.

Lennar Corporation

Lennox International, Inc.

Level 3 Communications, Inc.

Levi Strauss & Company

Lexmark International, Inc.

LG Electronics USA, Inc.

Liberty Global, Inc.

Liberty Media Corporation (Interactive)

LifeMasters Supported SelfCare, Inc.

LifePoint Hospitals, Inc.

Lighthouse Computer Services

Limited Brands

Lincoln Electric Holdings, Inc.

Lincoln National Corporation

Lithia Motors, Inc.

Little Lady Foods

Liz Claiborne, Inc.

LKQ Corporation

Lockheed Martin Corporation

Lockton Companies

Loews Corporation

Lowe’s Companies, Inc.

Lower Colorado River Authority

Lozier Corporation

LSG Sky Chefs

LSI Corporation

Lubrizol Corporation

Luck Stone Corporation

Luther Midelfort-Mayo Health System

Lutron Electronics

Luxottica Retail

M&T Bank Corporation

Macy’s, Inc.

Maersk, Inc.

Magellan Health Services

Mahr Federal, Inc.

Malco Products, Inc.

Manitowoc Company, Inc.

Mannington Mills, Inc.

Manpower International, Inc.

Manpower, Inc.

ManTech International Corporation

Marathon Oil Corporation

Maricopa County Office of Management & Budget

Maricopa Integrated Health System

The Mark Travel Corporation

Markel Corporation

Market Planning Solutions, Inc.

Marriott International, Inc.

Mars North America

Marsh & McLennan Companies, Inc.

Marshall & Ilsley Corporation

Marshfield Clinic

MARTA

Martin Marietta Materials, Inc.

Mary Kay, Inc.

Masco Corporation

Massey Energy Company

MasterCard Incorporated

Mattel, Inc.

Maui Jim, Inc.

Maxim Integrated Products, Inc.

Mayo Clinic

The McClatchy Company

McCormick & Company, Incorporated

McDonald’s Corporation

MCG Health, Inc.

The McGraw-Hill Companies, Inc.

McKesson Medical-Surgical

MD Anderson Cancer Center

MDU Resources Group, Inc.

MeadWestvaco Corporation

Medco Health Solutions, Inc.

Media General, Inc.

Meeting Consultants, Inc.

MEMC Electronic Materials, Inc.

Mercantile Commerce Bank

Mercer University

Merck & Co., Inc.

Mercury General Corporation

Merit Medical Systems

MeritCare Health System

Merrill Corporation

Metals USA, Inc.

Metavante

The Methodist Health Care Corporation

MetroPCS Communications, Inc.

Metropolitan Life Insurance Company

Metropolitan Transit Authority

Mettler-Toledo International, Inc.

MFS Investment Management

MGIC Investment Corporation

Miami Children’s Hospital

Michael Baker Corporation

Michael Foods, Inc.

Michaels Stores, Inc.

Micron Technology, Inc.

MidAmerican Energy Company

Midwest Research Institute

Mike Albert Leasing, Inc.

Millennium Inorganic Chemicals

MillerCoors

Minco Products, Inc.

Mine Safety Appliances Company

Miniature Precision Components, Inc.

Minntech Corporation

Mirant Corporation

Missouri Department of Conservation

Missouri Department of Transportation

Mitsubishi International Corporation

Mitsui & Company USA, Inc.

MMS Consultants, Inc.

Mohawk Industries

Mohegan Sun Casino

Molex, Inc.

Molina Healthcare, Inc.

Molson Coors Brewing Company

Moneris Solutions Corporation

Monsanto Company

Moody’s Corporation

Moog, Inc.

Morgan Stanley

Motorola, Inc.

MPS Group, Inc.

MSC Industrial Direct

MTA Long Island Bus

MTD Products, Inc.

MTS Systems Corporation

Mueller Industries, Inc.

Mueller Water Products, Inc.

Murphy Oil Corporation

Mutual of Enumclaw Insurance Company

Mutual of Omaha

Mylan, Inc.

NACCO Industries, Inc.

Nalco Company

NASDAQ OMX Group, Inc.

Nash-Finch Company

National Academies

National Fuel Gas Company

National Futures Association

National Interstate Insurance Company

National Radio Astronomy Observatory

National Safety Council

National Tobacco Company

National-Oilwell Varco, Inc.

Nature’s Sunshine Products, Inc.

Navistar International Corporation

Navy Exchange Service Command

NBTY, Inc.

NCCI Holdings, Inc.

NCI Building Systems, Inc.

NCMIC Group, Inc.

NCR Corporation

Nebraska Public Power District

NetApp, Inc.

New Hanover Regional Medical Center

New Jersey Resources Corporation

New York Hotel Trades Council

The New York Times Company

Newell Rubbermaid, Inc.

Newfield Exploration Company

Newmont Mining Corporation

NewPage Holding Corporation

Nicor Gas

Nicor, Inc.

NII Holdings, Inc.

NiSource, Inc.

Nissan North America

Nissin Foods (USA) Co., Inc.

NJM Insurance Group

Noble Energy, Inc.

Norcal Waste Systems, Inc.

Nordson Corporation

Nordstrom

Nordstrom, Inc.

Norfolk Southern Corporation

North American Hoganas

North Texas Tollway Authority

Northeast Utilities System

Northern Trust Corporation

Northrop Grumman Corporation

Northwestern Mutual Life Insurance

Norton Health Care

NRUCFC

NSK Corporation

NSTAR

NTK Holdings, Inc.

Nucor Corporation

NuStar Energy LP

NV Energy, Inc.

NVIDIA Corporation

NVR, Inc.

NYSE Euronext

O’Reilly Automotive, Inc.

Occidental Petroleum Corporation

Oceaneering International

Office Depot, Inc.

OfficeMax

OGE Energy Corporation

Ohio Public Employees Retirement System

Ohio State University

Ohio State University Medical Center

Oil States International, Inc.

Oil-Dri Corporation of America

Old Dominion Electric Cooperative

Old Republic International Corporation

Olin Corporation

OM Group, Inc.

Omnicare, Inc.

Omnicom Group, Inc.

ON Semiconductor Corporation

Oncology Nursing Society

Oncor Electric Delivery

ONEOK, Inc.

Orbital Science Corporation

Oregon State Lottery

Oriental Trading Company

OSG Tap & Die, Inc.

Oshkosh Corporation

Owens & Minor, Inc.

Owens Corning

Owens-Illinois, Inc.

Oxford Industries

PACCAR, Inc.

Pacer International, Inc.

Packaging Corporation of America

MANAGEMENT PROXY CIRCULAR ï Appendices Page  101

Pactiv Corporation

Pall Corporation

The Pampered Chef

Panduit Corporation

Panera LLC

The Pantry, Inc.

Papa John’s International

Patterson Companies, Inc.

Patterson-UTI Energy, Inc.

Paychex

PBS

PC Connection, Inc.

Peabody Energy Corporation

Penn National Gaming, Inc.

Penn State Hershey Medical Center

Penske Automotive Group, Inc.

Pentair, Inc.

The Pep Boys - Manny, Moe & Jack

Pepco Holdings, Inc.

The Pepsi Bottling Group, Inc.

PepsiAmericas, Inc.

PepsiCo, Inc.

Perini Corporation

PerkinElmer, Inc.

Perot System

Perrigo Company

PetSmart, Inc.

Pfizer, Inc.

PG&E Corporation

PGT Industries

Phacil, Inc.

Pharmavite LLC

PharMerica Corporation

PHH Arval

PHH Corporation

PHI, Inc.

Philip Morris International, Inc.

Phillips-Van Heusen Corporation

The Phoenix Companies, Inc.

Piedmont Natural Gas Company, Inc.

Pinnacle West Capital Corporation

Pioneer Electronics (USA), Inc.

Pioneer Natural Resources

Pitney Bowes

Plains All American Pipeline LP

Plains Exploration & Production Company

The Planet Internet Services

Plexus Corporation

Plymouth Tube

PM Company

The PNC Financial Services Group, Inc.

PNM Resources, Inc.

Polaris Industries, Inc.

PolyOne Corporation

Pool Corporation

Popular, Inc.

Port of Portland

Portland General Electric Company

PPG Industries, Inc.

PPL Corporation

Praxair, Inc.

Preformed Line Products Company

Premera Blue Cross

Premier, Inc.

Price Chopper/Golub Corporation

priceline.com Incorporated

Pride International, Inc.

Prince William Health System

Principal Financial Group, Inc.

Pro Staff

Probuild Holdings, Inc.

Progress Energy, Inc.

The Progressive Corporation

Project Management Institute

ProLogis

Protective Life Corporation

Prudential Financial, Inc.

Psychiatric Solutions, Inc.

Public Service Enterprise Group, Inc.

Public Storage

Public Utility District #1 of Chelan County

Publix Super Markets, Inc.

Puget Energy, Inc.

Pulte Homes, Inc.

QBE Regional Insurance

Qdoba Restaurant Corporation

QTI Human Resources

Qualcomm, Inc.

Quality Bicycle Products

Quanta Services, Inc.

Quest Diagnostics, Inc.

Questar Corporation

Quiksilver, Inc.

Quorum Health Resources

Qwest Communications International, Inc.

R H Donnelly

R L I Insurance Company

R L Polk & Company

Rackspace

Radian Group, Inc.

Radio One

Radio Shack Corporation

Ralcorp Holdings, Inc.

The Raymond Corporation

Raymond James Financial, Inc.

Raytheon Company

Reading Hospital & Medical Center

Realogy Corporation

Regal Entertainment Group

Regal-Beloit Corporation

The Regence Group

Regency Centers Corporation

Regions Financial Corporation

Reliance Steel & Aluminum

Reliant Energy

Remington Arms Company, Inc.

Remy International, Inc.

Renaissance Learning, Inc.

Rent-A-Center, Inc.

Republic Services, Inc.

Rewards Network

Rexel, Inc.

Reynolds American, Inc.

RiceTec, Inc.

Rich Products Corporation

Richco

Ricoh Electronics, Inc.

Rite-Hite Corporation

Rite Aid Corporation

Robert Half International, Inc.

Roche Diagnostics

Rock-Tenn Company

Rockwell Automation

Rockwell Collins, Inc.

Rockwood Holdings, Inc.

Rollins, Inc.

Roper Industries

Roper Industries, Inc.

Ross Stores, Inc.

Roundy’s, Inc.

Rowan Companies, Inc.

RR Donnelley & Sons Company

RSC Holdings, Inc.

Ruddick Corporation

Rutgers University

Ryder System, Inc.

The Ryland Group, Inc.

S&C Electric Company

SAC Federal Credit Union

Safeway, Inc.

Safilo USA

Sage Software

SAIC, Inc.

Saint Vincent Catholic Medical Centers

Saks Incorporated

Sakura Finetek USA, Inc.

Salk Institute

Sally Beauty Company

Salt River Project

Samuel Roberts Noble Foundation

San Antonio Water System

San Manuel Band of Mission Indians

Sanderson Farms, Inc.

SanDisk Corporation

Sandoz, Inc.

Sanmina-SCI Corporation

Sargent Fletcher, Inc.

SAS Institute, Inc.

Sauer-Danfoss, Inc.

Savannah River Nuclear Solutions LLC

SavaSeniorCare Administrative Services

SCANA Corporation

ScanSource, Inc.

Schaumburg Township District Library

Schering-Plough Corporation

Schneider Electric

Schnitzer Steel Industries, Inc.

Schreiber Foods, Inc.

Schwan Food Company

Scottrade, Inc.

The Scotts Miracle-Gro Company

Seaboard Corporation

Sealed Air Corporation

Sealy, Inc.

Sears Holdings Corporation

Seco Tools, Inc.

Securitas Security Services USA

Securus Technologies, Inc.

Self Regional Healthcare

SEMCO Energy

Sempra Energy

Senco Products, Inc.

Sentara Healthcare

Sentry Group

Serco, Inc.

Service Corporation International

The ServiceMaster Company

Seventh Generation

Shands HealthCare

Sharp Electronics Corporation

The Shaw Group, Inc.

Sherwin-Williams Company

Sigma Aldrich

Silgan Holdings, Inc.

Simon Property Group, Inc.

Simpson Housing LLLP

Sirius Computer Solutions, Ltd.

SJE-Rhombus

SkyWest, Inc.

SLM Corporation

Smith International, Inc.

SMSC Gaming Enterprise

Smurfit-Stone Container Corporation

Snap-on Incorporated

Solo Cup Company

Solutia, Inc.

Somerset Medical Center

Sonic Automotive, Inc.

Sonoco Products Company

South Jersey Gas Company

Southeastern Freight Lines

The Southern Company

Southern Farm Bureau Life Insurance

Southern Poverty Law Center

Southern Union Company

Southwest Airlines Company

Southwest Gas Corporation

Southwestern Energy Company

Sovereign Bank

Space Telescope Science Institute

Sparrow Health System

Spectra Energy Corporation

Spectrum Brands, Inc.

Spectrum Health - Downtown

Spherion Corporation

Springs Global US, Inc.

Springs Window Fashions Division

Sprint Nextel Corporation

SPX Corporation

SRA International, Inc.

St. Cloud Hospital

St. Jude Medical, Inc.

St. Louis County Government

St. Mary’s at Amsterdam

Stamats Communications, Inc.

Stampin’ Up!

StanCorp Financial Group, Inc.

Standard Aero Limited

Standard Motor Products, Inc.

Standard Pacific Homes

The Stanley Works

Staples, Inc.

Starbucks Corporation

Starwood Hotels & Resorts Worldwide, Inc.

State Corporation Commission

State Employee Credit Union

State of Minnesota

State Personnel Administration

State Street Corporation

Stater Bros. Holdings, Inc.

Steel Dynamics, Inc.

Steelcase, Inc.

Stepan Company

Stericycle, Inc.

MANAGEMENT PROXY CIRCULAR ï Appendices Page  102

Sterilite Corporation

STERIS

Sterling Bank

Stinger Ghaffarian Technologies

Stonyfield Farm, Inc.

Storck USA LP

Structural Associates, Inc.

Stryker Corporation

Subaru of Indiana Automotive, Inc.

Sulzer Pumps US, Inc.

Sun Healthcare Group, Inc.

Sundt Companies

SunGard Data Systems, Inc.

Sunoco, Inc.

Sunrise Senior Living, Inc.

SunTrust Banks, Inc.

Superior Energy Services, Inc.

SUPERVALU, Inc.

SureWest Communications Company

Susser Holdings Corporation

Sykes Enterprises

SYNNEX Corporation

Synovate

Synovus Financial Corporation

Synthes

SYSCO Corporation

Systemax, Inc.

T. Rowe Price Group, Inc.

Targa Resources, Inc.

Target Corporation

Tastefully Simple

The Taubman Company

Taylor Corporation

TD Ameritrade Holding Corporation

TDS Telecom Corporation

Tech Data Corporation

TECO Energy, Inc.

Tecolote Research, Inc.

Tele-Consultants, Inc.

Teledyne Technologies Incorporated

Teleflex

Telephone & Data Systems, Inc.

Teletech

Tellabs, Inc.

Temple-Inland, Inc.

Tenet Healthcare Corporation

Tenneco, Inc.

Teradata Corporation

Terex Corporation

Tesoro Corporation

Texas County & District Retirement System

Texas Industries, Inc.

Texas Instruments Incorporated

Textron, Inc.

Thermo Fisher Scientific, Inc.

Thomas & Betts Corporation

Thomas Jefferson University Hospital

Thomson, Inc.

Thor Industries, Inc.

Tiffany & Company

Time Warner Cable

Time Warner, Inc.

TIMET

The Timken Company

TJX Companies, Inc.

Toll Brothers, Inc.

Torchmark Corporation

The Toro Company

Total Mechanical, Inc.

Toys R Us, Inc.

Tractor Supply Company

TransUnion

Travel Guard - AIG

TravelCenters of America LLC

The Travelers Companies, Inc.

Travis County

Treasure Island Resort & Casino

Tredegar Industries, Inc.

Tribune Company

Tri-Met

Trinity Consultants, Inc.

Trinity Industries, Inc.

Triwest Healthcare Alliance

True Value Company

TRW Automotive Holdings Corporation

TSYS

Tufts Health Plan

Tupperware Corporation

Turner Broadcasting System, Inc.

Tyco Electronics

Tyson Foods, Inc.

U.S. Bancorp

UAL Corporation

UGI Corporation

UMB Bank NA

UMDNJ-University of Medicine & Dentistry

Underwriters Laboratories, Inc.

Unified Grocers, Inc.

Union Pacific Corporation

Unisys Corporation

United HealthCare Group

United Natural Foods, Inc.

United Refining Company

United Rentals, Inc.

United Stationers, Inc.

United Technologies Corporation

UnitedHealth Group, Inc.

Unitrin, Inc.

Universal American Corporation

Universal Forest Products, Inc.

Universal Health Services, Inc.

Universal Orlando

University Health System

University of Akron

University of Alabama at Birmingham

University of California at Berkeley

University of Chicago

University of Georgia

University of Kansas Hospital

University of Louisville

University of Michigan

University of Minnesota

University of Nebraska-Lincoln

University of Notre Dame

University of Rochester

University of St. Thomas

University of Texas at Austin

University of Texas Southwestern Medical Center

University of Virginia

University of Wisconsin Medical Foundation

University Physicians, Inc.

Univision Communications, Inc.

Unum Group

UPS

Urban Outfitters, Inc.

URS Corporation

US Airways Group, Inc.

US Foodservices

US Steel Corporation

USAA

USG Corporation

Utah Retirement Systems

Utah Transit Authority

Utica National Insurance

V S E Corporation

Vail Resorts, Inc.

Valassis Communications, Inc.

Valero Energy Corporation

VALHI, Inc.

Valmont Industries, Inc.

Van Andel Institute

Vangent, Inc.

Varian Medical Systems, Inc.

Vectren Corporation

Venetian Resort-Hotel-Casino

Ventura Foods LLC

Venturedyne, Ltd.

Verde Realty

Verizon Communications, Inc.

Verso Paper Corporation

Vesuvius USA

VF Corporation

Via Christi Regional Medical Center

Viacom, Inc.

Viad Corporation

Viant Health Payment Solutions

Viasystems Group, Inc.

Viejas Enterprise

Virgin Media, Inc.

Visa, Inc.

Vishay Intertechnology

Visteon Corporation

Volt Information Sciences, Inc.

Volvo Group North America

Vornado Realty Trust

Vought Aircraft Industries, Inc.

Vulcan Materials Company

VWR International

W C Bradley Company

W R Grace & Company

W W Grainger, Inc.

W.R. Berkley Corporation

WABCO Holdings, Inc.

Wackenhut Services, Inc.

Wake County Government

Waldrop, Inc.

Walgreen Company

Wal-Mart Stores, Inc.

The Walt Disney Company

The Warnaco Group, Inc.

Warner Music Group Corporation

The Washington Post Company

Washington University in St. Louis

Waste Management, Inc.

Watson Pharmaceuticals, Inc.

Wayne Memorial Hospital

Weir Slurry Group

Weis Markets, Inc.

Wellcare Health Plans

Wellmark BlueCross BlueShield

WellPoint, Inc.

Wells Fargo & Company

Wells’ Dairy, Inc.

Wendy’s/Arby’s Group, Inc.

Werner Company

Werner Enterprises, Inc.

WESCO International, Inc.

West Bend Mutual Insurance Company

West Penn Allegheny Health System

West Virginia University Hospitals

Westar Energy, Inc.

Western Refining, Inc.

Western Southern Financial Group

Western Textile Companies

Western Union Company

Westlake Chemical Corporation

Weston Solutions, Inc.

Weyerhaeuser Company

WGL Holdings, Inc.

Wheaton Franciscan Healthcare

Whirlpool Corporation

Whole Foods Market, Inc.

The Wilder Foundation

William Rainey Harper College

Williams Companies, Inc.

Williams-Sonoma

Wilmer Hale

Windstream Communications

Winn-Dixie Stores, Inc.

Winpak Portion Packaging, Ltd.

Wisconsin Energy Corporation

WMS

World Fuel Services Corporation

World Vision International

World Vision United States

Worley Parsons

The Wornick Company

Worthington Industries

Wyle Laboratories

Wyndham Worldwide Corporation

Wynn Resorts, Limited

Xcel Energy, Inc.

Xerox Corporation

XTO Energy, Inc.

Yahoo!, Inc.

Yale University

Yamaha Motor Corporation USA

Yankee Candle Company

YKK Corporation of America

YRC Worldwide, Inc.

YSI

Yum! Brands, Inc.

Zale Corporation

Zappos.com

Zebra Technologies Corporation

Zimmer Holdings, Inc.

Zions Bancorporation

Zurich North America

MANAGEMENT PROXY CIRCULAR ï Appendices Page  103

Mercer 2009 U.S. Benchmark Database - Executive

1-800 CONTACTS, Inc.

7-Eleven, Inc.

99 Cents Only Stores

A & E Television Networks

AAA National Office

AAF International

Abbott Laboratories

ABM Industries, Inc.

ABM Industries, Inc. - ABM Facility Services Company

ABM Industries, Inc. - ABM Janitorial Services, Inc.

Abrazo Health Care

Abt Associates Inc.

Accor North America, Inc.

ACE Limited - ACE USA

ACH Food Companies

ACUITY

Aditya Birla Minacs

Administaff

ADTRAN, Inc.

Advance Auto Parts

Advocate Healthcare

AEGON USA - Commonwealth General

AEGON USA - Life Investors Insurance

Aeronix, Inc.

AET Inc. Ltd.

Aetna, Inc.

AFLAC Incorporated

AGL Resources

AGL Resources - Sequent Energy Management

Agnesian HealthCare

AIPSO

Air Frame Manufacturing & Supply Company, Inc.

Airlines Reporting Corporation

Akzo Nobel, Inc.

Alcoa, Inc.

Alex Lee, Inc.

Allegheny General Hospital

Alle-Kiski Medical Center

ALLETE, Inc.

Alliance Data Systems

Alliance Data Systems - Epsilon

Alliance Data Systems - Retail

Alliant Energy

Alliant Techsystems

Allina Health System

ALSAC/St. Jude Children’s Research Hospital

Alstom Power US

Alstom Power US - Air Preheater

Alstom Power US - Alstom Transport

Alstom Power US - APComPower

Alstom Power US - Boiler North America

Alstom Power US - Boiler Retrofit Engineering

Alstom Power US - Boiler Retrofit Manufacturing

Alstom Power US - Boiler Service - North

Alstom Power US - Boiler Service - South

Alstom Power US - Environmental Control Systems

Alstom Power US - Heat Recovery Steam Generation

Alstom Power US - ITC

Alstom Power US - PSM

Alstom Power US - PSP

Alstom Power US - SIGMA Energy Services

Alstom Power US - Turbo Machinery Group

Alticor, Inc.

Amcor PET Packaging, Inc.

Amcor PET Packaging, Inc. - Americas

AMEC Americas

Ameren Corporation

American Cancer Society

American Capital Strategies

American Century Investments

American Century Investments - CA

American College of Emergency Physicians

American Enterprise Group Inc.

American Express

American Family Insurance

American Heart Association

American Institute of Physics

American International Group, Inc.

American Medical Association

American Power Conversion Corporation

American Red Cross, Louisville Area Chapter

American University

AmeriGas Propane, Inc.

AMERIGROUP Corporation

AmeriPride Services Inc.

Ameriprise Financial

AmerisourceBergen Corporation

AmerisourceBergen Corporation - Specialty Group

Ameristar Casinos, Inc.

Ameristar Casinos, Inc. - Ameristar Casino Black Hawk

Ameristar Casinos, Inc. - Ameristar Casino Council Bluffs

Ameristar Casinos, Inc. - Ameristar Casino Kansas City

Ameristar Casinos, Inc. - Ameristar Casino St. Charles

Ameristar Casinos, Inc. - Ameristar Casino Vicksburg

Ameristar Casinos, Inc. - Cactus Petes

Ameristar Casinos, Inc. - Resorts East Chicago

Amica Mutual Insurance Company

Amplifon USA

AMR Corporation

Amtrak

AmTrust Bank

Anne Arundel Medical Center

AOL LLC

Apache Corporation

Apartment Investment and Management Company

APL Ltd.

APL Ltd. - Americas

APM Terminals North America Inc.

Arch Coal, Inc.

Archstone

Argonaut Group

Argonaut Group - Argonaut Insurance Company

Argonaut Group - Colony Insurance Company

Argonaut Group - Great Central Insurance Company

Argonaut Group - Rockwood Insurance Company

Argonaut Group - Trident Insurance Agency

Argonne National Laboratory

Arkansas Blue Cross Blue Shield

Arlington County Government

Armstrong World Industries, Inc.

Army & Air Force Exchange Service

Arnold and Porter, LLP

Associated Banc-Corp

Assurant, Inc. - Solutions

Assurant, Inc. - Solutions & Specialty Property

Assurant, Inc. - Specialty Property

Astoria Federal Savings

Asurion

Atlas Van Lines, Inc.

Atmos Energy

Aurora Health Care

Aurora Health Care - Aurora Advanced Health Care Legacy

Aurora Health Care - Aurora Clinical Laboratories

Aurora Health Care - Aurora Medical Group, North Region

Aurora Health Care - Memorial Hospital of Burlington

Aurora Health Care - St. Luke’s Medical Center

Aurora Health Care - VNA, Partners in Care

Aurora Loan Services

Automatic Data Processing (ADP)

Automatic Data Processing (ADP) - Dealer Services

Automatic Data Processing (ADP) - Employer Services

Automatic Data Processing (ADP) - Employer Services, NA Division

Automatic Data Processing (ADP) - Employer Services, MAD Division

Automatic Data Processing (ADP) - ES International

Automatic Data Processing (ADP) - TS Division

Automobile Club of Southern California

AutoZone, Inc.

AvalonBay Communities, Inc.

Aviall, Inc.

Avis Budget Group

Aviva USA

Avon Products, Inc.

AXA Equitable

Axcess Financial

Axcess Financial - Check n Go

AZZ Inc.

AZZ Inc. - Atkinson

AZZ Inc. - Aztec Tubular Products

AZZ Inc. - Carter & Crowley

AZZ Inc. - Central Electric

AZZ Inc. - CGIT

AZZ Inc. - EPSI

AZZ Inc. - Rig-A-Lite

AZZ Inc. - The Calvert Company

B&H Photo

Babson College

Bacardi U.S.A., Inc.

BAE Systems, Inc. Land & Armaments

BAE Systems, Inc. Land & Armaments - Advanced Ceramics

BAE Systems, Inc. Land & Armaments - Composite Structures

BAE Systems, Inc. TSS

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

Ball State University

Bank of the West

Banner Health

Banner Health - Arizona Region

Banner Health - Banner Churchill Community Hospital

Banner Health - Banner Good Samaritan Medical Center

Banner Health - Banner Lassen Medical Center

Banner Health - Banner Thunderbird Medical Center

Banner Health - McKee Medical Center

Banner Health - Platte County Memorial Hospital

Banner Health - Western Region

Banco Popular North America

Baptist Health South Florida

Baptist Health South Florida - Baptist Hospital of Miami

Baptist Health South Florida - Doctors Hospital

Baptist Health South Florida - Homestead Hospital

Baptist Health South Florida - Mariners Hospital

Barquin International

Bausch & Lomb, Inc.

Bausch & Lomb, Inc. - US Pharmaceuticals

Bausch & Lomb, Inc. - US Research & Development

Bausch & Lomb, Inc. - US Surgical

Bausch & Lomb, Inc. - US Vision Care

Baylor Health Care System

Baylor Health Care System - Baylor All Saints Medical Center

MANAGEMENT PROXY CIRCULAR ï Appendices Page  104

Baylor Health Care System - Baylor Health Care System Foundation

Baylor Health Care System - Baylor Health Enterprises LP

Baylor Health Care System - Baylor Institute for Rehabilitation

Baylor Health Care System - Baylor Jack and Jane Hamilton Heart and Vascular Hospital

Baylor Health Care System - Baylor Medical Center at Garland

Baylor Health Care System - Baylor Medical Center at Grapevine

Baylor Health Care System - Baylor Medical Center at Irving

Baylor Health Care System - Baylor Medical Center at Plano

Baylor Health Care System - Baylor Medical Center at Waxahachie

Baylor Health Care System - Baylor University Medical Center

Baylor Health Care System - HealthTexas Provider Network

Baylor Health Care System - The Heart Hospital Baylor

Baystate Health System

Bechtel Corporation

Bechtel Plant Machinery, Inc.

Belk, Inc.

Belk, Inc. - Northern Division

Belk, Inc. - Southern Division

Belk, Inc. - Western Division

Belo Corp.

BG US Services

Big Lots, Inc.

Birmingham-Southern College

BJC HealthCare

BJC Healthcare - Barnes-Jewish Hospital

BJ’s Wholesale Club, Inc.

BloodSource

Blue Cross & Blue Shield of Rhode Island

Blue Cross & Blue Shield of Rhode Island - The Health & Wellness Institute, LLC

Blue Cross and Blue Shield of Alabama

Blue Cross and Blue Shield of Kansas

Blue Cross and Blue Shield of Massachusetts

Blue Cross and Blue Shield of North Carolina

Blue Cross of Northeastern Pennsylvania

Blue Shield of California

BlueCross BlueShield of Arizona

BlueCross BlueShield of Florida

BlueCross BlueShield of Kansas City

BlueCross BlueShield of Louisiana

BlueCross BlueShield of Nebraska

BlueCross BlueShield of South Carolina

BMW Manufacturing Co., LLC

BMW of North America, LLC

Bob Evans Farms, Inc.

Bob Evans Farms, Inc. - Owens Country Sausage

Boeing Employees Credit Union

Boise Cascade, LLC

Boise Cascade, LLC - Building Materials Distribution

Boise Cascade, LLC - Wood Products

Boise Inc.

Boise Inc. - Paper

BOK Financial, Inc.

Booz Allen Hamilton

Boston Market Corporation

Bovis Lend Lease - Atlanta

Bovis Lend Lease - Boston

Bovis Lend Lease - Charlotte

Bovis Lend Lease - Chicago

Bovis Lend Lease - Columbus

Bovis Lend Lease - Dallas

Bovis Lend Lease - Los Angeles

Bovis Lend Lease - Miami

Bovis Lend Lease - Nashville

Bovis Lend Lease - New York

Bovis Lend Lease - Princeton

Bovis Lend Lease - Raleigh

Bovis Lend Lease - San Francisco

Bovis Lend Lease - Tampa

Bovis Lend Lease - Washington

Boy Scouts of America

Brady Corporation

Branch Banking & Trust Company

Branch Banking & Trust Company - Scott & Stringfellow

Bremer Financial Corporation

Bridgepoint Education

Brink’s Home Security Holdings, Inc.

Brockridge Real Estate

Brookdale Senior Living, Inc.

Brookhaven National Laboratory

Broward Health

Broward Health - Coral Springs Medical Center

Broward Health - Imperial Point Medical Center

Broward Health - North Broward Medical Center

Brown and Caldwell

Brown-Forman Corporation

BRP US, Inc.

Buckingham Asset Management, LLC

Buffets, Inc.

Bunge Management Services Inc.

C&S Wholesale Grocers

C&S Wholesale Grocers - ES3, LLC

C4 Advanced Tactical Systems, LLC

Cablevision Systems Corporation

Cablevision Systems Corporation - Madison Square Garden/Radio City Entertainment

California Hospital Association

California ISO

California Pizza Kitchen

Callaway Golf Company

Callaway Golf Company - Callaway Golf Ball Operations

Canadian Pacific US

Canal Insurance Company

Canandaigua National Corporation

Canonsburg General Hospital

Capella Education Company

Capgemini

Capital BlueCross

Capital One Financial Corp.

Capital Region Health Care Corporation

Cardinal Health, Inc.

CareFirst BlueCross BlueShield

Cargill, Inc.

Carlson

Carlson - Carlson Wagonlit Travel

Carlson - Hotels Worldwide

Carlson - Marketing Worldwide

Carlson - Restaurants Worldwide

CarMax, Inc.

Carnegie Mellon University

Carolinas Healthcare System

Carpenter Technology Corporation

Carpenter Technology Corporation - Advanced Metals Operations

Carpenter Technology Corporation - Premium Alloys

Operations

Carroll Hospital Center

Casino Arizona

Catholic Charities Health and Human Services

Catholic Health Initiatives

Catholic Healthcare West (CHW)

Catholic Healthcare West (CHW) - California Hospital Medical Center

Catholic Healthcare West (CHW) - Community Hospital of San Bernardino

Catholic Healthcare West (CHW) - Dominican Hospital

Catholic Healthcare West (CHW) - French Hospital Medical Center

Catholic Healthcare West (CHW) - Marian Medical Center

Catholic Healthcare West (CHW) - Mark Twain St. Joseph’s Hospital

Catholic Healthcare West (CHW) - Saint Francis Memorial Hospital

Catholic Healthcare West (CHW) - Sequoia Hospital

Catholic Healthcare West (CHW) - St. Bernardine Medical Center

Catholic Healthcare West (CHW) - St. John’s Regional Medical Center

Catholic Healthcare West (CHW) - St. Joseph’s Medical Center

Catholic Healthcare West (CHW) - St. Mary’s Medical Center

Catholic Healthcare West (CHW) - St. Mary’s Regional Medical Center

Catholic Healthcare West (CHW) - St. Rose Dominican Hospitals - Siena Campus

CB Richard Ellis

CDI Corporation

CDI Corporation - Business Solutions Group

CDI Corporation - MRI

CDM, Inc.

Cedars-Sinai Health System

Celestica

Cemex, Inc. US

Cengage Learning

Cengage Learning - Academic & Professional

Cengage Learning - English Language Teaching

Cengage Learning - Gale

Centegra Health System

CenterPoint Energy

Central Georgia Health System/The Medical Center of Central Georgia

CenturyTel, Inc.

Ceradyne, Inc.

Ceradyne, Inc. - Ceradyne Boron

Ceradyne, Inc. - Minco

Ceradyne, Inc. - Semicon

Ceradyne, Inc. - Thermo Material

CEVA Logistics Amercias

CGGVeritas

CGI Technologies and Solutions, Inc.

CH2M Hill

Chicago Transit Authority

Chico’s FAS, Inc.

Children’s Healthcare of Atlanta

Children’s Hospital & Regional Medical Center, Seattle

Children’s Hospital and Health System

Children’s Hospital Boston

Children’s Hospitals and Clinics of Minnesota

Children’s Medical Center of Dallas

Children’s Memorial Hospital

Chipotle Mexican Grill

Chiquita Brands International, Inc.

Chiquita Brands International, Inc. - Fresh Express

Chiquita Brands International, Inc. - North America

Choice Hotels International, Inc.

CHS Inc.

Church & Dwight Co., Inc.

Church & Dwight Co., Inc. - Animal Nutrition

Church & Dwight Co., Inc. - Cleaners

MANAGEMENT PROXY CIRCULAR ï Appendices Page  105

Church & Dwight Co., Inc. - Condoms

Church & Dwight Co., Inc. - Domestic

Church & Dwight Co., Inc. - International

Church & Dwight Co., Inc. - Laundry

Church & Dwight Co., Inc. - Oral Care

Church & Dwight Co., Inc. - SPD

Church & Dwight Co., Inc. - Women’s Health

CIGNA Corporation

CIGNA Corporation - CIGNA Group Insurance & Dental

CIGNA Corporation - CIGNA Healthcare

CIGNA Corporation - CIGNA International

Cimarex Energy Co.

Cincinnati Children’s Hospital Medical Center

Cinetic Automation

Cinetic Landis Corp.

Cinetic Sorting Corp.

Cirque du Soleil

Citi - North America Operations & Technology

Citizens Energy Group

Citizens Financial Group, Inc. - RBS Citizens NA

Citizens Property Insurance Corporation

City and County of Denver

City of Frederick

City of Garland

City of Hope

City of Houston

City of Redmond

City of Richmond

Classified Ventures, LLC

Clean Harbors Environmental Services

Cleco Corporation

Cleveland Brothers Equipment Co., Inc.

Cleveland Clinic

Cleveland Clinic - Euclid Hospital

Cleveland Clinic - Fairview Hospital

Cleveland Clinic - Hillcrest Hospital

Cleveland Clinic - Huron Hospital

Cleveland Clinic - Lakewood Hospital

Cleveland Clinic - Lutheran Hospital

Cleveland Clinic - Marymount Hospital

Cleveland Clinic - SouthPointe Hospital

Clifton Gunderson LLP

CME Group Inc.

CNA

CNA Financial Corporation

Coca-Cola Bottling Co. Consolidated

Coinstar, Inc.

Colgate-Palmolive Company

Colgate-Palmolive Company - Africa/Middle East Division

Colgate-Palmolive Company - Hill’s Pet Nutrition

Colgate-Palmolive Company - Latin America Division

Colgate-Palmolive Company - North America Division

Colgate-Palmolive Company - US Company

College of DuPage

College of William & Mary

Collin County

Colonial Banc Group

Colonial Pipeline Company

Colorado Springs Utilities

Comcast Corporation

Comcast Corporation - Comcast Cable Communications

Commonwealth Health Corporation

Community Health Network

Compass Bank

CompuCom Systems, Inc.

Computershare

ConAgra Foods, Inc.

Concentra, Inc.

Conseco, Inc.

Constellation Energy

Constellation Energy - Baltimore Gas & Electric, Home Products

Constellation Energy - Baltimore Gas and Electric Company

Constellation Energy - Constellation Energy Non-regulated Businesses

Constellation Energy - Constellation Energy Projects and Services

Constellation Energy - Constellation Generation Group, Nuclear

Constellation Energy - Constellation NewEnergy

Continuum Health Partners

Core Laboratories

Corinthian Colleges, Inc.

Cornell University

Corrections Corporation of America

Country Financial

Covance, Inc.

Covance, Inc. - Central Lab

Covance, Inc. - Clinical Development

Covance, Inc. - Early Development

Covance, Inc. - Market Access Services

Covance, Inc. - Research Products

Covenant Health

Covenant Health - Covenant HomeCare

Covenant Health - Covenant Medical Management

Covenant Health - Fort Loudoun Medical Center

Covenant Health - Fort Sanders Regional Medical Center

Covenant Health - Fort Sanders Sevier Medical Center

Covenant Health - Fort Sanders West

Covenant Health - Methodist Medical Center

Covenant Health - Parkwest Medical Center

Covenant Health - Thompson Cancer Survival Center

Coventry Health Care, Inc.

Coventry Health Care, Inc. - CHC of Delaware, Inc.

Coventry Health Care, Inc. - CHC of Georgia, Inc.

Coventry Health Care, Inc. - CHC of Kansas, Inc.

Coventry Health Care, Inc. - CHC of Louisiana, Inc.

Coventry Health Care, Inc. - CHC of Nebraska, Inc.

Coventry Health Care, Inc. - Government

Coventry Health Care, Inc. - Group Health Plan, Inc.

Coventry Health Care, Inc. - HealthAmerica Pennsylvania, Inc.

Coventry Health Care, Inc. - National Accounts

Coventry Health Care, Inc. - PersonalCare

Coventry Health Care, Inc. - Public Sector

Coventry Health Care, Inc. - Southern Health Services, Inc.

Coventry Health Care, Inc. - Specialty Business

Coventry Health Care, Inc. - Vista

Coventry Health Care, Inc. - WellPath Select, Inc.

Cox Enterprises, Inc.

Cox Enterprises, Inc. - AutoTrader.com

Cox Enterprises, Inc. - Cox Broadcasting

Cox Enterprises, Inc. - Cox Communications, Inc.

Cox Enterprises, Inc. - Cox Newspapers

Cox Enterprises, Inc. - Manheim

Cox Target Media

CPS Energy

Cracker Barrel Old Country Store, Inc.

Cranston Print Works Company

Cranston Print Works Company - Cranston Textile Operations

Cranston Print Works Company - Trucking Company

Crawford and Company

Crawford and Company - Broadspire

Crawford and Company - U.S. Property and Casualty

Creative Memories

Credit Acceptance Corporation

Cree, Inc.

Crowe Horwath LLP

Crowley Maritime Corporation

Crowley Maritime Corporation - Atlantic/Gulf Region

Crowley Maritime Corporation - Crowley Liner Services, Inc., Latin America

Crowley Maritime Corporation - Crowley Liner Services, Inc., Puerto Rico & Caribbean

Crowley Maritime Corporation - Crowley Logistics, Inc.

Crowley Maritime Corporation - Pacific/Alaska Region

Crowley Maritime Corporation - Technical Services

Crown Castle International Corporation

CSX Corporation

Cubic Corporation

Cubic Corporation - Cubic Applications, Inc.

Cubic Corporation - Cubic Applications, Inc., Cubic Worldwide Technical Services Division

Cubic Corporation - Cubic Defense Applications, Inc.

Cubic Corporation - Cubic Defense Applications, Inc., Simulation Systems Division

Cubic Corporation - Cubic Transportation Systems, Inc.

CUNA Mutual Group

Curtiss-Wright Corporation

Curtiss-Wright Corporation - Curtiss-Wright Controls, Inc.

Curtiss-Wright Corporation - Curtiss-Wright Controls, Inc., Embedded Computing Systems, Dayton

Curtiss-Wright Corporation - Curtiss-Wright Controls, Inc., Embedded Computing Systems, Modular

Solutions

Curtiss-Wright Corporation - Curtiss-Wright Controls, Inc., Engineered Systems

Curtiss-Wright Corporation - Curtiss-Wright Controls, Inc., Integrated Sensing

Curtiss-Wright Corporation - Curtiss-Wright Flow Control Corporation

Curtiss-Wright Corporation - Curtiss-Wright Flow Control

Corporation, Oil & Gas Systems

CVS/Caremark

Dairy Management, Inc.

Dairy Management, Inc. - U.S. Dairy Export Council

Dallas Central Appraisal District

Dallas County Community College District

Dallas Fort Worth International Airport

Danaher Motion

Danfoss US

Danfoss US - Compressors Scroll Technologies

Danfoss US - Flomatic

Darden Restaurants, Inc.

Darden Restaurants, Inc. - Bahama Breeze

Darden Restaurants, Inc. - Capital Grill

Darden Restaurants, Inc. - LongHorn

Darden Restaurants, Inc. - Olive Garden

Darden Restaurants, Inc. - Red Lobster

Darden Restaurants, Inc. - Seasons 52

MANAGEMENT PROXY CIRCULAR ï Appendices Page  106

Darden Restaurants, Inc. - Specialty Group

Dassault Falcon Jet Corporation

Data Recognition

DataFlow/Alaska, Inc.

DCP Midstream, LLC

Dean Foods Company

Del Monte Foods Company

Del Monte Foods Company - Consumer Products

Del Monte Foods Company - Pet Products

Delta Dental of Michigan, Ohio, and Indiana

Deluxe Corp

Denny’s Corporation

Denver Health & Hospital Authority

DePaul University

Devon Energy

DeVry, Inc.

Diebold, Incorporated

Diebold, Incorporated - Latin American Division

DigitalGlobe

Digitas

Discover Financial Services Inc

DISH Network Corp.

Disney Consumer Products

Dockwise USA

Dockwise USA - ODL

Dockwise USA - OKI

Doherty Employment Group

Dole Food Company, Inc.

Dollar General Corporation

Dollar Thrifty Automotive Group

Dominion Resources, Inc.

Dominion Resources, Inc. - Dominion Energy

Dominion Resources, Inc. - Dominion Generation

Dominion Resources, Inc. - Dominion Virginia Power

Domino’s Pizza, Inc.

Dorsey & Whitney LLP

DPL Inc.

Dresser-Rand Company

Dresser-Rand Company - Dresser-Rand New Equipment

Dresser-Rand Company - Dresser-Rand Product Services

Dresser-Rand Company - Field Operations

Dresser-Rand Company - NAO

DRS Technologies

DSW, Inc.

Duke Energy Corporation

Duke Energy Corporation - Commercial Power

Duke Energy Corporation - US Franchised Electric and Gas

Duke Realty Corporation

Duke University and School of Medicine

Dunkin’ Brands, Inc.

Dunkin’ Brands, Inc. - Baskin Robbins Worldwide

Dunkin’ Brands, Inc. - Dunkin’ Donuts Worldwide

Duquesne Light Holdings, Inc.

DynCorp International Inc.

E.ON U.S.

Early Warning Services

Eddie Bauer Holdings, Inc.

EDFUND

Education Management Corporation

Edward Jones

Edwards Lifesciences, LLC

El Paso Corporation

El Paso Corporation - Exploration and Production

El Paso Corporation - Pipeline Group

Elizabeth Arden, Inc.

Elster AMCO Water, Inc.

Elster American Meter Company

Elster Electricity LLC

EMCOR Group, Inc.

Employers Mutual Casualty Company

Energen Corporation

Energen Corporation - Alabama Gas Corporation

Energy Future Holdings Corporation

Energy Future Holdings Corporation - Luminant

Energy Future Holdings Corporation - Luminant Energy

Energy Future Holdings Corporation - Oncor

Energy Future Holdings Corporation - TXU Energy

ENSCO International, Inc.

ENSCO International, Inc. - Deepwater Business Unit

ENSCO International, Inc. - North & South America Business Unit

Entergy

Entergy - Non-Regulated

Entergy - Regulated

Enterprise Products Partners L.P.

Enzon Pharmaceuticals, Inc.

EOG Resources, Inc.

Equifax Inc.

Equity Office Management, L.L.C.

Erie Insurance Group

Ernst & Young, LLP

Essilor of America

Estee Lauder Companies, Inc.

Esurance, Inc.

Excellus BlueCross BlueShield

Excellus BlueCross BlueShield - CNY Region

Excellus BlueCross BlueShield - Utica Region

Excellus BlueCross BlueShield - WNY Region

Exel, a DPWN Company

Exempla Healthcare, Inc.

Express Scripts, Inc.

Exterran

Faegre & Benson, LLP

Fairview Health Services

Fairview Health Services - Fairview Health Systems

Farm Credit Bank of Texas

Farmers Insurance Group

Farmland Foods, Inc.

FBL Financial Group, Inc.

Federal Farm Credit Banks Funding Corp

Federal Home Loan Bank of Atlanta

Federal Home Loan Bank of Cincinnati

Federal Home Loan Bank of Dallas

Federal Reserve Bank of Atlanta

Federal Reserve Bank of Boston

Federal Reserve Bank of Chicago

Federal Reserve Bank of Dallas

Federal Reserve Bank of Philadelphia

Federal Reserve Bank of Richmond

Federal Reserve Bank of San Francisco

Federal Reserve Bank of San Francisco - Los Angeles Branch

Federal Reserve Bank of San Francisco - Salt Lake City Branch

Federal Reserve Bank of San Francisco - Seattle Branch

Federal Reserve Bank of St. Louis

Federal Reserve Information Technology

Federal Reserve Information Technology - Dallas

Federal-Mogul Corporation

Federal-Mogul Corporation - Blacksburg

Federal-Mogul Corporation - Global Aftermarket

Federal-Mogul Corporation - Powertrain Energy

Federal-Mogul Corporation - Powertrain Sealing & Bearings

FedEx Express

FedEx Global Supply Chain Services

FedEx Ground

FedEx Office

FedEx Services

FEI Company

Fender Musical Instruments

Fenwal, Inc.

Ferguson Enterprises, Inc.

Fermi National Accelerator Laboratory

Ferrellgas

Fifth Third Bank

Fifth Third Bank - Cincinnati

Fifth Third Bank - Commercial Loans

Fifth Third Bank - Consumer Banking

Fifth Third Bank - Investment Advisors

Fifth Third Bank - Mortgage

Fifth Third Bank - Processing Solutions

Fifth Third Bank - Retail Banking

FINRA

First American Corporation

First Citizens Bank of South Carolina

First Merchants Corporation

First Merchants Corporation - First Merchants Bank

First Merchants Corporation - Lafayette Bank and Trust

First Midwest Bancorp, Inc.

First Solar

FirstEnergy Corporation

FirstEnergy Corporation - Jersey Central Power & Light (JCP&L)

FirstEnergy Corporation - Metropolitan Edison (MET-ED)

FirstEnergy Corporation - Ohio Edison

FirstEnergy Corporation - Pennsylvania Electric Co. (PENELEC)

FirstEnergy Corporation - The Illuminating Co.

FirstEnergy Corporation - Toledo Edison

Fiserv, Inc.

Fiskars Brands, Inc.

Fiskars Brands, Inc. - Outdoor Recreation

Fluor Corporation

Fluor Corporation - Energy & Chemicals

Fluor Corporation - Fluor Government Group

Fluor Corporation - Global Services

Fluor Corporation - Industrial & Infrastructure

Fluor Corporation - Power

Follett Corporation

Follett Corporation - BWI

Follett Corporation - Follett Digital Resources

Follett Corporation - Follett Educational Services

Follett Corporation - Follett Educational Services, FEDG

Follett Corporation - Follett Higher Education Group

Follett Corporation - Follett Interactive Constructs Inc.

Follett Corporation - Follett International

Follett Corporation - Follett Library Resources

Follett Corporation - Follett Software Company

Follett Corporation - Follett Tetra Data Corporation

Follett Corporation - Fourteen40, Inc.

Follett Corporation - FTSIG

Foot Locker, Inc.

Forest City Enterprises

Forest Laboratories, Inc.

Forest Laboratories, Inc. - Forest Pharmaceuticals, Inc.

Fort Dearborn Company

Fortune Brands, Inc.

Fortune Brands, Inc. - Beam Global Spirits & Wine

Fox Networks Group

Fox Networks Group - Fox Broadcasting

Fox Networks Group - Fox Sports Net

Fox Networks Group - Fox Sports Net Regional Sports Network

Fox Networks Group - National Geographic Channel

Fox Networks Group - SPEED

MANAGEMENT PROXY CIRCULAR ï Appendices Page  107

FPL Group - Florida Power & Light

FPL Group - FPL FiberNet

FPL Group - NextEra Energy Resources

Freddie Mac

Freedom Communications, Inc.

Fremont Group

Fresenius Medical Care NA

Froedtert & Community Health

F-Secure, Inc. North America

G&K Services, Inc.

Gardner Denver

Gardner Denver - Compressor Division

Gardner Denver - Engineered Products Division

Gardner Denver - Fluid Transfer Division

Gardner Denver - Thomas Products Division

GATX Corporation

Gazette Communications

GCI Communication Corp

GEICO

Geisinger Health System

Geisinger Health System - Geisinger Health Plan

Geisinger Health System - Geisinger Wyoming Valley Medical Center

GENCO

GENCO - GTL

GenCorp, Inc.

GenCorp, Inc. - Aerojet General Corporation

General Dynamics Information Technology

General Dynamics Information Technology - Army Solutions

General Dynamics Information Technology - Civil & Homeland Security

General Dynamics Information Technology - Global Information Service

General Dynamics Information Technology - Intelligence Solutions

General Dynamics Information Technology - Navy & Air Force Systems

General Nutrition, Inc.

General Nutrition, Inc. -

Greenville

General Parts International, Inc.

General Parts International, Inc. - WORLDPAC

Generali USA Life Reassurance Company

Georgia Institute of Technology

GeoVera Holdings, Inc.

Gerdau Ameristeel

Givaudan US

GKN America Corporation

GKN America Corporation - GKN Aerospace North America, Inc.

GKN America Corporation - GKN Aerospace, Chemtronics, Inc.

GKN America Corporation - GKN Aerospace, Propulsion Systems & Special Products

GKN America Corporation - GKN Aerospace, Transparency Systems, Inc.

GKN America Corporation - GKN Driveline North America, Inc.

GKN America Corporation - GKN Sinter Metals, Inc.

GKN America Corporation - Hoeganaes Corporation

Global Payments, Inc.

GMAC, LLC

Gold Fields Exploration, Inc.

Golden Horizons LLC

Golden Horizons LLC - Golden Living Center Division 1

Golden Horizons LLC - Golden Living Center Division 3

Golden Horizons LLC - Golden Living Center Division 4

Golden Horizons LLC - Golden Living Center Division 9

Golden Innovations

Golden Innovations - AEGIS

Golden Innovations - Asera Care LLC

Goodrich Corporation

Goodrich Corporation - Actuation and Landing System

Goodrich Corporation - Electronic Systems

Goodrich Corporation - Nacelles and Interior Systems

Government Employees Hospital Association, Inc.

Graco Inc.

Graco Inc. - Applied Fluid Technologies

Graco Inc. - Contractor Equipment

Graco Inc. - Industrial Products

Graco Inc. - Lubrication Equipment

Grady Health System

Grange Mutual Casualty Company

Great American Financial Resources, Inc. - Great American Property and Casualty Insurance Company

Greater Harris County 9-1-1 Emergency Network

Great-West Life & Annuity Insurance Company

Greenheck Fan Corporation

Greyhound Lines, Inc.

Group Health Cooperative

Grubb & Ellis Company

GTECH Corporation

GTSI Corporation

Guess?, Inc.

H. J. Heinz Company

H. J. Heinz Company - Heinz North America

H. J. Heinz Company - North American Consumer Products

H. J. Heinz Company - US Foodservice

H. Lee Moffitt Cancer Center & Research Institute

Hanesbrands, Inc.

Hannaford Bros. Co.

Harley-Davidson, Inc.

Harman International Industries Inc.

Harris Associates L.P.

Harris County Auditor’s Office

Harris County Hospital District

Harris Teeter, Inc.

Harsco Corporation

Harsco Corporation - Air-X-Changers

Harsco Corporation - Harsco Track Technologies

Harsco Corporation - IKG Industries

Harsco Corporation - Minerals

Harsco Corporation - MultiServ

Harsco Corporation - Patent Construction Systems

Harsco Corporation - Patterson-Kelley

Hartford HealthCare Corporation

Harvard Pilgrim Health Care

Harvard University

Harvard Vanguard Medical Associates

Hastings Mutual Insurance Company

Hatfield Quality Meats

Hawaiian Electric Company

HCA

HD Supply, Inc.

Health Care Service Corporation

Health Care Service Corporation - BlueCross BlueShield of Oklahoma

Health Net, Inc.

Health Net, Inc. - Health Net Federal Services

Health Net, Inc. - Health Net of California

Health Net, Inc. - Managed Health Network

Health Partners

Healthcare Management Administrators, Inc.

HealthPartners

Healthways, Inc.

Heartland Regional Medical Center

H-E-B Grocery Company

Heidrick & Struggles International, Inc.

Heidrick & Struggles International, Inc. - North America

Heidrick & Struggles International, Inc. - North America and Latin America

Helmerich & Payne, Inc.

Hendrick Medical Center

Henkel of America

Henkel of America - Personal Care, Dial Corporation

Henkel of America - Personal Care, Schwarzkopf & Henkel

Henry Ford Health System

Henry Ford Health System - Henry Ford Hospital

Henry Ford Health System - Macomb Hospital, Warren Campus

Henry Ford Health System - Wyandotte Hospital

Herbalife Ltd.

Herman Miller, Inc.

Hess Corporation

Hexion Specialty Chemicals

Hexion Specialty Chemicals - C&ID

Hexion Specialty Chemicals - EPRD

Hexion Specialty Chemicals - FPD

Highmark

Highmark - Gateway Health Plan

Highmark - Insurance Group

Highmark - Medicare Services

Highmark - UCCI

HighMount Exploration & Production LLC

Hilti, Inc.

Hines Interests, LLP

HNI Corporation

HNI Corporation - Allsteel

HNI Corporation - Gunlocke

HNI Corporation - HBF

HNI Corporation - Hearth & Home Technologies

HNI Corporation - HNI International

HNI Corporation - HON Company

HNI Corporation - MacThrift

HNI Corporation - Maxon

HNI Corporation - Omni

HNI Corporation - Paoli

HNTB Companies

HNTB Companies - Architecture

HNTB Companies - Central

HNTB Companies - Federal Services

HNTB Companies - Great Lakes

HNTB Companies - Northeast

HNTB Companies - Southeast

HNTB Companies - West

Holy Spirit Hospital

Honeywell International, Inc.

Honeywell International, Inc. - Aerospace

Honeywell International, Inc. - Automation & Control Solutions

Honeywell International, Inc. - Specialty Materials

Honeywell International, Inc. - Transportation & Power Systems

Horizon Blue Cross Blue Shield of New Jersey

Hospital Sisters Health System

Houghton Mifflin Harcourt

Houghton Mifflin Harcourt - Heineman

Houghton Mifflin Harcourt - International

Houghton Mifflin Harcourt - K12

Houghton Mifflin Harcourt - Riverside Publishing

MANAGEMENT PROXY CIRCULAR ï Appendices Page  108

Houghton Mifflin Harcourt - Trade and Reference Division

HSBC-North America

Humana, Inc.

Hunt Consolidated

Hunt Consolidated - Hunt Investments

Hunt Consolidated - Hunt Oil Company

Hunt Consolidated - Hunt Realty

Hunter Douglas Inc.

Hunter Industries

Huntington Bancshares Incorporated

Hunton & Williams, LLP

Husky Injection Molding Systems Ltd. - US

Hyatt Corporation

IAC/InteractiveCorp

IAC/InteractiveCorp - Citysearch

IAC/InteractiveCorp - Match.com

IAC/InteractiveCorp - Shoebuy.com

Idaho Power Company

Idaho Power Company - Power Supply

IKEA USA

Illinois Municipal Retirement Fund

IMC, Inc.

IMS Health, Inc.

Independent Health Association, Inc.

Indianapolis Public Schools

ING North America Insurance Corporation - US Financial Services

Ingersoll-Rand Company Limited

Ingersoll-Rand Company Limited - Climate Control Technologies

Ingersoll-Rand Company Limited - Industrial Technologies

Ingersoll-Rand Company Limited - Security Technologies

Ingersoll-Rand Company Limited - Trane - Commerical Systems

Ingersoll-Rand Company Limited - Trane - Residential Systems

Ingram Industries, Inc.

Ingram Micro, Inc.

Ingram Micro, Inc. - Latin America

Ingram Micro, Inc. - North America

Inova Health System

Institute of Nuclear Power Operations

Integra Telecom, Inc.

Integrys Energy Group, Inc.

Intelsat Corporation

Intelsat Corporation - Intelsat General Corporation

InterContinental Hotels Group Americas

Intermountain Health Care, Inc.

Intermountain Health Care, Inc. - Dixie Regional Medical Center

Intermountain Health Care, Inc. - Home Care Services

Intermountain Health Care, Inc. - Intermountain Medical Center

Intermountain Health Care, Inc. - Logan Regional Hospital

Intermountain Health Care, Inc. - McKay-Dee Hospital

Intermountain Health Care, Inc. - Medical Group

Intermountain Health Care, Inc. - Park City Medical Center

Intermountain Health Care, Inc. - Primary Children’s Hospital

Intermountain Health Care, Inc. - SelectHealth

Intermountain Health Care, Inc. - Utah Valley Regional Medical Center

International Electric Supply Corporation

International Game Technology

International Paper Company

Invensys Controls

Invesco PLC

Invesco PLC - Invesco PowerShares Capital Management LLC

Investment Company Institute

iPCS, Inc.

Iron Mountain Incorporated

Iron Mountain Incorporated - North America

ISO

Isuzu North America Corporation

ITC Holdings Corp

Itochu International, Inc. North America

ITT Systems Division

J.R. Simplot Company

J.R. Simplot Company - J.R. Simplot Agribusiness Group

J.R. Simplot Company - J.R. Simplot Food Group

J.R. Simplot Company - J.R. Simplot Land & Livestock

Jackson Health System

Jackson Health System - Jackson Memorial Hospital

Jackson Health System - Jackson South Community Hospital

Jacobs Engineering Group, Inc.

Jacobs Engineering Group, Inc. - Asia

Jacobs Engineering Group, Inc. - Eastern Region

Jacobs Engineering Group, Inc. - Global Construction Services

Jacobs Engineering Group, Inc. - Global Field Services

Jacobs Engineering Group, Inc. - Jacobs Northern Region

Jacobs Engineering Group, Inc. - Jacobs Southern Region

Jacobs Engineering Group, Inc. - NAI East

Jacobs Engineering Group, Inc. - Northern Europe

Jacobs Engineering Group, Inc.

- UK Ireland

Jacobs Engineering Group, Inc. - Western Region

Janus Capital Group

Jefferson County Public Schools

Jefferson Wells International

Jeppesen Sanderson, Inc.

JetBlue Airways

JM Family Enterprises, Inc

JM Family Enterprises, Inc - World Omni Financial Corp

Jockey International, Inc.

John Hancock Financial Services, Inc.

John Wiley & Sons, Inc.

Johns Hopkins HealthCare, LLC

Johnson Controls

Johnson Controls - Power Solutions

Johnson Financial Group

Johnson Outdoors, Inc.

Johnson Outdoors, Inc. - Diving

Johnson Outdoors, Inc. - Marine Electronics

Johnson Outdoors, Inc. - Watercraft

Johnson Outdorrs, Inc. - Gear LLC

JohnsonDiversey, Inc.

Jones Lang LaSalle

Jostens, Inc.

Journal Broadcast Group, Inc.

Judicial Council of California

Kaiser Foundation Health Plan, Inc.

Kaiser Permanente - Colorado Region

Kaiser Permanente - Georgia Region

Kaiser Permanente - Hawaii Region, Hospitals

Kaiser Permanente - Mid-Atlantic Region

Kaiser Permanente - Mid-Atlantic Region, Non Hospital Facilities

Kaiser Permanente - Northern California, Non Hospital Facilities

Kaiser Permanente - Northwest Region

Kaiser Permanente - Northwest Region, Non Hospital Facilities

Kaiser Permanente - Ohio Region

Kaiser Permanente - Southern California Region

Kao Brands Company

Kao Specialties Americas LLC

KBR, Inc.

KBR, Inc. - BE&K Building Group

KBR, Inc. - BE&K Construction

KBR, Inc. - BE&K Federal Services

KBR, Inc. - Downstream

KBR, Inc. - Government & Infrastructure

KBR, Inc. - Government & Infrastructure, Design & Construction

KBR, Inc. - Government & Infrastructure, Operations Management & Logistics

KBR, Inc. - Management & Engineering

KBR, Inc. - Petrochemicals

KBR, Inc. - Refining

KBR, Inc. - Services

KBR, Inc. - Services, US Construction Operations

KBR, Inc. - Services, US Industrial Services

KBR, Inc. - Technology

KBR, Inc. - Upstream

KBR, Inc. - Upstream, Gas Monetization

KBR, Inc. - Upstream, Oil & Gas

KBR, Inc. - Ventures

Kellogg Company

Kellogg Company - International

Kellogg Company - Kashi

Kellogg Company - Keebler Division

Kellogg Company - Morning Foods

Kellogg Company - North America

Kellogg Company - Snacks

Kelsey-Seybold Clinic

Kemper Auto and Home Group

Kentucky Lottery Corporation

Kerry, Inc. US

KeyCorp

Keystone Automotive Industries

Keystone Foods, LLC

Kforce Inc.

KIK Custom Products

Kimberly-Clark Corporation

Kindred Healthcare, Inc.

Kindred Healthcare, Inc. - Health Services Division

Kindred Healthcare, Inc. - Hospital Division

Kindred Healthcare, Inc. - Peoplefirst Rehabilitation Division

Kiwanis International, Inc.

Knowledge Learning Corporation

Kohler Company

Kohler Company - Ann Sacks

Kohler Company - Baker

Kohler Company - Cabinetry

Kohler Company - Engines

Kohler Company - Global Faucets

Kohler Company - Global Power Group

Kohler Company - Hospitality & Real Estate Group

Kohler Company - Interiors Group

Kohler Company - Kitchen & Bath

Kohler Company - Kohler Rental Power

Kohler Company - Mark David

Kohler Company - McGuire Furniture Company

Kohler Company - Plumbing Americas

Kohler Company - Power Systems Business

Kohler Company - Robern

Kohl’s Corporation

Komatsu America Corp.

KONE, Inc.

L.L. Bean, Inc.

MANAGEMENT PROXY CIRCULAR ï Appendices Page  109

Laboratory Corporation of America

Lance, Inc.

Land O’Lakes, Inc.

LANXESS Corporation US

Leatherman Tool Group, Inc.

Legacy Health System

Legal & General America, Inc.

Lehigh Valley Hospital and Health Network

Leprino Foods Company

Level 3 Communications

LexisNexis Group

LG Electronics USA, Inc.

Liberty Mutual Group

Liberty Mutual Group - Agency Markets

Liberty Mutual Group - Commercial Markets

Liberty Mutual Group - Liberty International

Liberty Mutual Group - National Markets

Liberty Mutual Group - Personal Markets

LifeBridge Health

LifeMasters Supported SelfCare, Inc.

Lifetouch, Inc.

Limited Brands, Inc.

Limited Brands, Inc. - Bath And Body Works

Limited Brands, Inc. - Victoria Secret Direct

Limited Brands, Inc. - Victoria’s Secret Stores

LINAK U.S. Inc.

Link-Belt Construction Equipment Company

Livingston International Inc.

Lloyd’s Register Americas, Inc.

Lloyd’s Register Americas, Inc. - Lloyd’s Register Capstone

Lloyd’s Register Americas, Inc. - Lloyd’s Register Quality Services, Inc.

Lloyd’s Register Americas, Inc. - North America

Loews Corporation

Loews Corporation - Loews Hotels

Lorillard Inc.

Los Angeles Community College District

Los Angeles Unified School District

Louisiana Legislative Auditor

Louisiana Lottery Corporation

Louisville Regional Airport Authority

Lower Colorado River Authority

Loyola University Medical Center

Lubrizol Corporation

Lubrizol Corporation - Lubrizol Additives

Lubrizol Corporation - Lubrizol Advanced Materials

Luxottica Retail

MAAX - Hydro Swirl

MAAX - KSD

Macy’s, Inc.

Macy’s, Inc. - Bloomingdale’s

Macy’s, Inc. - Macy’s Central

Macy’s, Inc. - Macy’s East

Macy’s, Inc. - Macy’s Florida

Macy’s, Inc. - Macy’s Home Store

Macy’s, Inc. - Macy’s Systems and Technology

Macy’s, Inc. - Macy’s West

Maersk, Inc.

Magellan Health Services

Magellan Midstream Holdings, LP

Magellan Midstream Holdings, LP - Pipeline/Terminal Division

Magellan Midstream Holdings, LP - Transportation

Main Line Health, Inc.

Main Line Health, Inc. - Bryn Mawr Hospital

Main Line Health, Inc. - Bryn Mawr Rehabilitation Hospital

Main Line Health, Inc. - Jefferson Home Care

Main Line Health, Inc. - Main Line Health Laboratories, Inc.

Main Line Health, Inc. - Paoli Hospital

Main Line Health, Inc. - Riddle Memorial Hospital

Main Line Health, Inc. - The Lankenau Hospital

Main Street America Group

Malcolm Pirnie, Inc.

Mannatech, Inc.

Maricopa Integrated Health Systems

Marriott International

Mars North America - Mars Food US

Mars North America - Mars Petcare US

Mars North America - Mars Snackfood US

Marshall & Ilsley Corporation

Marshfield Clinic

Martek Biosciences Corporation

Martin’s Point Health Care, Inc.

Mary Kay, Inc.

Maryland Procurement Office

MasterCard Incorporated

Mattel, Inc.

Mattel, Inc. - American Girl

Mattel, Inc. - Fisher Price

Maurices Incorporated

Mayo Foundation - Mayo Clinic, Jacksonville

Mayo Foundation - Mayo Clinic, Rochester

Mayo Foundation - Mayo Clinic, Scottsdale

McDonald’s Corporation

MCG Health

McKesson Corporation

McKesson Corporation - McKesson Distribution Solutions

McKesson Corporation - McKesson Technology Solutions

MDU Resources Group, Inc.

MDU Resources Group, Inc. - Construction Services Group

MDU Resources Group, Inc. - Knife River Corporation

MDU Resources Group, Inc. - Montana Dakota Utilities

MDU Resources Group, Inc. - WBI Holdings, Inc.

MeadWestvaco Corporation

MeadWestvaco Corporation - Calmar

MeadWestvaco Corporation - Community Development & Land Management

MeadWestvaco Corporation - Consumer Solutions Group

MeadWestvaco Corporation - Packaging Resources Group

MeadWestvaco Corporation - Specialty Chemicals

Medical College of Wisconsin

Medical Mutual of Ohio

MedPlus, Inc.

Medrad, Inc.

MedStar Health

Meijer, Inc.

Memorial Health System

Memorial Healthcare System

Memorial Hermann

Memorial Hermann - The Medical Center

Memorial Hermann - The Woodlands

Memorial Sloan-Kettering Cancer Center

Mercury Insurance Group

Metal Technologies, Inc.

MetalTek International

Metavante Technologies, Inc

Methodist Health System

Methodist Hospital

MetLife

Metropolitan Transit Authority

MFS Investment Management

Michael Baker Corporation

Michaels Stores, Inc.

Michelin North America, Inc.

Michelin North America, Inc. - DPLS

Michelin North America, Inc. - PL

Michelin North America, Inc. - TC

Millbrook Partners

Miller Coors LLC

Milliken & Company

Mills-Peninsula Health Services

Mirant Corporation

Mirant Corporation - CA Region

Mirant Corporation - NY and New England

Mitsui & Co. (USA), Inc.

Modern Woodmen of America

Molex

Molex - Automation/Electrical Products

Molex - Commercial Products Division

Molex - Integrated Products Division

Molex - Transportation Products

Molson Coors Brewing Company

Moneris Solutions Inc

MoneyGram International, Inc.

Morrison & Foerster, LLP

Mortgage Guaranty Insurance Corporation

Motion Picture Industry Pension & Health Plans (MPIPHP)

Motorists Insurance Group

Mount Holyoke College

MSCI Inc.

MTS Systems Corporation

MTS Systems Corporation - Sensors

MTS Systems Corporation - Test Division

Munich Reinsurance America, Inc.

Mutual of Enumclaw Insurance Company

Mutual of Omaha

Mutual of Omaha - Mutual of Omaha Bank

MWH Global, Inc.

MWI Veterinary Supply, Co

Nalco Holding Company

Nash-Finch Company

National Association of Home Builders

National Church Residences

National Church Residences - NCR Health Care Division

National Church Residences - NCR Housing Division

National Futures Association

National Oilwell Varco, Inc.

National Rural Telecommunications Cooperative

National Rural Utilities Cooperative Finance Corporation (NRUCFC)

National Starch

National-Louis University

Nationwide Insurance

Nature’s Sunshine Products

Nautilus, Inc.

Navarre Corporation

Navarre Corporation - Encore

Navarre Corporation - FUNimation

Navigant Consulting, Inc.

Navistar International Corporation

Navy Exchange Service Command (NEXCOM)

Navy Federal Credit Union

NCCI Holdings, Inc.

NCH Corporation

Nelnet, Inc.

Nestlé USA, Inc.

Nestlé USA, Inc. - Baking Division

Nestlé USA, Inc. - Beverage Division

Nestlé USA, Inc. - Buitoni

Nestlé USA, Inc. - Confections & Snacks Division

Nestlé USA, Inc. - Nestlé Prepared Foods Company

Nestlé USA, Inc. - Nestlé Professionals

New York ISO

New York Life Insurance Company

MANAGEMENT PROXY CIRCULAR ï Appendices Page  110

Newfield Exploration Company

Newfield Exploration Company - Mid-Continent

Newfield Exploration Company - Rocky Mountains

Newly Weds Foods

Newmont Mining Corporation

NewPage Group Inc

NewYork Presbyterian Healthcare System

Nexen Petroleum USA, Inc.

Nike, Inc.

Noble Corporation

Nordstrom, Inc. - Nordstrom fsb

Nordstrom, Inc. - Nordstrom fsb, Scottsdale

North American Hoganas Inc.

North Carolina Baptist Hospital

North Memorial Health Care

Northeast Georgia Health System, Inc.

Northern Arizona University

Northern Trust Corporation

NorthShore University HealthSystem

Northwest Community Healthcare

Northwestern Mutual

Northwestern University

Novant Health, Inc.

Novartis US - CIBA Vision Corporation

Novartis US - Novartis Animal Health US, Inc.

Novartis US - Novartis Consumer Health (OTC) - NA

Novo Nordisk Inc.

Nustar Energy L.P.

Nutricia North America

NYU Langone Medical Center

Oakland County Government

Oakwood Healthcare, Inc.

Océ Business Services

Ocean Spray Cranberries, Inc.

Office Depot

OfficeMax Incorporated

OGE Energy Corp

Oglethorpe Power Corporation

Ohio Police and Fire Pension Fund

OhioHealth

Oil States Industries, Inc.- Arlington

Old Dominion Electric Cooperative

Old Dominion University Research Foundation

Old National Bancorp

Omya Industries

Omya Industries - Omya Alabama

Omya Industries - Omya Arizona

Omya Industries - Omya California

Omya Industries - Omya PCC

OneBeacon Insurance

ONEOK, Inc.

ONEOK, Inc. - Kansas Gas Services Division

ONEOK, Inc. - Oklahoma Natural Gas Division

ONEOK, Inc. - ONEOK Energy Services Company

ONEOK, Inc. - ONEOK Partners

ONEOK, Inc. - Texas Gas Services Division

OnePoint Patient Care

Opus Corporation

Orange County Government

Orange County’s Credit Union

Orbital Sciences

Orica USA Inc.

Orrick, Herrington & Sutcliffe, LLP

OSI Industries, LLC

OSI Industries, LLC - Chicago Stockyards Campus

OSI Industries, LLC - Otto & Sons, West Jordan

Otter Tail Corporation

Owens & Minor, Inc.

Owens Corning

Owens Illinois, Inc.

Owens Illinois, Inc. - Glass Container

PACCAR

PACCAR - Dynacraft

PACCAR - ITD

PACCAR - Kenworth

PACCAR - PACCAR Engine Company

PACCAR - PACCAR Financial

PACCAR - PACCAR International

PACCAR - PACCAR Leasing

PACCAR - Parts

PACCAR - Peterbilt

PACCAR - Peterbilt Division

PACCAR - Technical Center

PACCAR - Winch

Pacific Life Insurance Company

Pacific Northwest National Laboratory

PacifiCorp

Packaging Corporation of America

Packaging Corporation of America - Containerboard

Packaging Corporation of America - Corrugated

Pall Corporation

Palmetto Health

Palos Community Hospital

Panduit Corporation

Panduit Corporation - Network Systems Division

Papa John’s International, Inc.

Parkland Health & Hospital System

Parkview Health

Parsons Brinckerhoff

Parsons Corporation

Parsons Corporation - Commercial Technology Group

Parsons Corporation - Infrastructure & Technology Group

Parsons Corporation - Transportation Group

Parsons Corporation - Water & Infrastructure Group

Partner Reinsurance Company of the U.S.

Patterson Companies

Patterson Companies - Patterson Dental

Patterson Companies - Patterson Medical

Patterson Companies - Webster Veterninary

Paychex, Inc.

Peabody Energy Corporation

Peabody Energy Corporation - Peabody Employment Services LLC

Peabody Energy Corporation - Peabody Powder River Services LLC

Peabody Energy Corporation - Peabody Rocky Mountain Management Services LLC

Pearson Education

Pepco Holdings, Inc.

Performance Food Group

Performance Food Group - AFFLINK

Performance Food Group - AFI Foodservice, Inc.

Performance Food Group - Batesville

Performance Food Group - Caro Foods, Inc.

Performance Food Group - Carroll County Foods

Performance Food Group - Empire Seafood, Inc.

Performance Food Group - Florida

Performance Food Group - Hale

Performance Food Group - Lester Broadline

Performance Food Group - Little Rock

Performance Food Group - Middendorf Meats

Performance Food Group - Milton’s

Performance Food Group - NorthCenter Foodservice

Performance Food Group - Powell

Performance Food Group - Progressive Group Alliance

Performance Food Group - Springfield Foodservice

Performance Food Group - Temple

Performance Food Group - Thoms Proestler Company

Performance Food Group - Victoria

Performance Food Group - Virginia Foodservice

Perot Systems Corporation

PETCO Animal Supplies, Inc.

Pharmaceutical Product Development, Inc.

Pharmavite, LLC

PharMerica, Inc.

PHH Arval

Phillips-Van Heusen Corporation

Phillips-Van Heusen Corporation - Calvin Klein

Phillips-Van Heusen Corporation - Dress Shirt

Phillips-Van Heusen Corporation - GH Bass

Phillips-Van Heusen Corporation - Izod Retail

Phillips-Van Heusen Corporation - PVH Sportswear

Phillips-Van Heusen Corporation - Superba/Insignia

Phillips-Van Heusen Corporation - Van Heusen Retail

Physiotherapy Associates

Pier 1 Imports, Inc.

Pioneer Hi-Bred International

Pioneer Natural Resources USA, Inc.

Piper Jaffray Companies

Pitney Bowes, Inc.

Plains Exploration & Production Company

Plexus Corporation

Plum Creek Timber Company, Inc.

Polaris Industries, Inc.

PolyOne Corporation

Port Authority of Allegheny County

Port Authority of New York & New Jersey

Port of Portland

Port of Seattle

Powerwave Technologies, Inc.

PPL Corporation

Praxair, Inc.

Premera Blue Cross

Pressure Chemical Co.

Pride International

Prime Therapeutics LLC

Principal Financial Group

Priority Health

ProBuild Holdings, Inc.

Protection One Alarm Monitoring, Inc.

Protection One Alarm Monitoring, Inc. - CMS

Providence Health & Services

Providence Health & Services - Physicians Division

Providence Health & Services - Providence Alaska Region

Providence Health & Services - Providence California Region

Providence Health & Services - Providence Oregon Region

Providence Health & Services - Providence Washington/Montana Region

Providence Health System in Oregon

Prudential Financial, Inc.

PSC

PSC - Environmental Services Division

PSC - Industrial Services Division

Public Company Accounting Oversight Board

Public Service Enterprise Group, Inc.

Public Service Enterprise Group, Inc. - PSEG Power, LLC

MANAGEMENT PROXY CIRCULAR ï Appendices Page  111

Public Service Enterprise Group, Inc. - Public Service Electric and Gas Company

Publix Super Markets, Inc.

Publix Super Markets, Inc. - Atlanta Region

Publix Super Markets, Inc. - Jacksonville Region

Publix Super Markets, Inc. - Lakeland Region

Publix Super Markets, Inc. - Miami Region

Puget Sound Energy

Pulte Homes, Inc.

Pulte Homes, Inc. - California Group

Pulte Homes, Inc. - Great Lakes Area

Pulte Homes, Inc. - Illinois

Pulte Homes, Inc. - Mid-Atlantic

Pulte Homes, Inc. - Southeast/Florida Area

Pulte Homes, Inc. - Southwest Area

Pulte Homes, Inc. - Texas Area

QBE Regional Insurance

QinetiQ North America

Qualcomm, Inc.

Questar Corporation

Questar Corporation - Questar Gas

Quintiles

Quorum Health Resources

QVC, Inc.

Ralcorp Holdings, Inc.

Ralcorp Holdings, Inc. - Bakery Chef

Ralcorp Holdings, Inc. - Bremner

Ralcorp Holdings, Inc. - Carriage House

Ralcorp Holdings, Inc. - Nutcracker Brands

Ralcorp Holdings, Inc. - Post Cereals LLC

Ralcorp Holdings, Inc. - Ralston Foods

Raley’s

Random House, Inc.

Random House, Inc. - Children’s Publishing Group

Random House, Inc. - Crown Publishing Group

Random House, Inc. - Diversified Publishing Group

Random House, Inc. - Doubleday/Broadway Group

Random House, Inc. - Information Publishing Group

Random House, Inc. - Knopf Publishing Group

Random House, Inc. - Monacelli Press

Random House, Inc. - Random House Publishing Group

Random House, Inc. - Triumph Publishing

RBC Bank

RBC Wealth Management

RBC Wealth Management - International

Reckitt Benckiser, Inc.

Recreational Equipment, Inc.

Redcats USA

Regency Centers

Regions Financial Corporation

Reichhold, Inc

Reinsurance Group of America Inc.

Reliant Energy

Republic Underwriters Insurance Company

Rexam Beverage Can North America

Reynolds American, Inc.

Reynolds American, Inc. - R. J. Reynolds Tobacco Co.

Reynolds American, Inc. - RJR Global Products, Inc.

RH Donnelley Corporation

Rich Products Corporation

Rich Products Corporation - Arlington

Rich Products Corporation - Burlington

Rich Products Corporation - Food Service Division

Rich Products Corporation - Fresno

Rich Products Corporation - Gallatin

Rich Products Corporation - Grandview

Rich Products Corporation - Hilliard

Rich Products Corporation - Jon Donaire

Rich Products Corporation - Morristown

Rich Products Corporation - Murfreesboro

Rich Products Corporation - Niles

Rich Products Corporation - St. Simon’s Island

Rich Products Corporation - Wheeling

Rio Tinto plc US

Rio Tinto plc US - ColoWyo

Rio Tinto plc US - Kennecott Minerals

Rio Tinto plc US - Kennecott Utah Copper

Rio Tinto plc US - Resolution Copper

Rite Aid Corporation

Riviana Foods, Inc.

RLI Insurance Company

Robins, Kaplan, Miller & Ciresi, LLP

Roche Diagnostics US

Rockwell Automation, Inc.

Rockwell Collins, Inc.

Rollins, Inc.

Roper St. Francis Healthcare

Rosetta Stone, Inc.

Roundy’s Supermarkets, Inc.

RR Donnelley & Sons

RREEF

RSC Holdings Inc.

RSM McGladrey

Ryder Systems, Inc.

Ryder Systems, Inc. - Fleet Management Solutions

Ryder Systems, Inc. - Supply Chain Solutions

S&C Electric Company

Sabre Holdings Corporation

Sabre Holdings Corporation - Passenger Solutions

Sabre Holdings Corporation - Sabre Airline Solutions

Sabre Holdings Corporation - Sabre Travel Network

Sabre Holdings Corporation - Sabre Travel Studios

Sabre Holdings Corporation - Travelocity

Safety-Kleen Systems, Inc.

Safety-Kleen Systems, Inc. - East Group

Safety-Kleen Systems, Inc. - West Group

Safran USA

Sage North America

Sage North America - Sage Payment Solutions, Inc.

Sage North America - Sage Software Healthcare, Inc.

SAIF Corporation

Saint Agnes Medical Center

Saint Luke’s Health System

Saint Raphael Healthcare System

Samson Investment Company

San Antonio Federal Credit Union

San Antonio Water System

sanofi pasteur

Sanofi-Aventis US

Sara Lee Corp.

Savannah River Nuclear Solutions, LLC

SavaSeniorCare, LLC

SBA Network Services, Inc.

SCANA Corporation

SCANA Corporation - Carolina Gas Transmission Corporation (CGTC)

SCANA Corporation - PSNC Energy (Public Service Company of North Carolina, Inc.)

SCANA Corporation - Public Service Co of NC, Communications, ServiceCare and SEVI

SCANA Corporation - SCE&G (South Carolina Electric and Gas Company)

SCANA Corporation - SEMI (SCANA Energy Marketing, Inc.)

Schlumberger Limited

Schneider Electric North America

Schneider Electric North America - Citect

Schneider Electric North America - Hyde Park Electronics

Schneider Electric North America - Juno Lighting

Schneider Electric North America - Schneider Electric/Square D Company - APC

Schneider Electric North America - Schneider Electric/Square D Company - NOAD

Schneider National, Inc.

Scholle Corporation

Scholle Corporation - Scholle Chemical

Scholle Corporation - Scholle Packaging

Scholle Corporation - Vacumet Corp

Schott Solar, Inc.

Scott & White

Scottrade, Inc.

Scripps Networks Interactive, Inc.

SCS Engineers

SCS Engineers - Bedford

SCS Engineers - Bellevue

SCS Engineers - Cincinnati

SCS Engineers - Kansas City

SCS Engineers - Long Beach

SCS Engineers - Phoenix

SCS Engineers - Reston

SCS Engineers - SCS Energy Long Beach

SCS Engineers - SCS Field Services

SCS Engineers - SCS Field Services Tampa

SCS Engineers - Valley Cottage

Sea Star Line, LLC

Securian Financial Group

Securitas Security Services, USA

Security Finance Corporation of Spartanburg

Selective Insurance Company of America

Sensata Technologies, Inc.

Sentara Healthcare

Sharp HealthCare

Shearman & Sterling LLP

Shook, Hardy & Bacon, LLP

Sidley Austin, LLP

Siemens AG US

Sinclair Broadcast Group, Inc.

SLM Corporation

SMDC Health System

SMSC Gaming Enterprises

Society Insurance

Society of Manufacturing Engineers

Sodexo USA

Softchoice Corp.

Solo Cup Company

Solutia Inc.

Solutia Inc. - CPFilms

Solutia Inc. - Saflex

Solutia Inc. - Technical Specialties

Southeastern Freight Lines

Southern Company

Southern Company - Mississippi Power Company

Southern Company - SouthernLINC

Southern States Cooperative

Southern Union Company

Southern Union Company - Missouri Gas Energy

Southern Union Company - Panhandle Energy

Southern Union Company - Southern Union Gas Services

Southwest Airlines

Sovereign Bank

Spectrum Health System

Spectrum Health System - Hospitals

SPX Corporation

SRA International

SRA International - SRA Civil Sector

SRA International - SRA NSS Sector

SSM Health Care St. Louis

MANAGEMENT PROXY CIRCULAR ï Appendices Page  112

SSM Health Care St. Louis - SSM Integrated Health Technologies

St. Elizabeth Health System

St. Joseph Health System

St. Jude Children’s Research Hospital

St. Luke’s Episcopal Health System

St. Vincent Health

Stamford Hospital

StanCorp Financial Group

Stanford University

Stanford University Medical Center

Stanford University Medical Center - Lucile Packard Children’s Hospital

Stantec Inc.

Staples, Inc.

Staples, Inc. - North American Delivery

Starbucks Coffee Company

StarTek

Starwood Vacation Ownership

State Farm Insurance

State of Indiana

State of Indiana - Adjutant General’s Office

State of Indiana - Alcohol and Tobacco Commission

State of Indiana - Arts Commission

State of Indiana - Attorney General

State of Indiana - Auditor of State

State of Indiana - Board of Animal Health

State of Indiana - Bureau of Motor Vehicles

State of Indiana - Civil Rights Commission

State of Indiana - Commission of Public Records

State of Indiana - Criminal Justice Inst

State of Indiana - Department of Administration

State of Indiana - Department of Agriculture

State of Indiana - Department of Child Services

State of Indiana - Department of Corrections

State of Indiana - Department of Environmental Management

State of Indiana - Department of Homeland Security

State of Indiana - Department of Insurance

State of Indiana - Department of Labor

State of Indiana - Department of Local Government Finance

State of Indiana - Department of Natural Resources

State of Indiana - Department of Revenue

State of Indiana - Department of Transportation

State of Indiana - Department of Veterans’ Affairs

State of Indiana - Department of Workforce Development

State of Indiana - Dept of Financial Institutions

State of Indiana - Education Employee Relations Board

State of Indiana - Family and Social Services Administration

State of Indiana - Gaming Commission

State of Indiana - Higher Education Commission

State of Indiana - Historical Bureau

State of Indiana - IN Finance Authority

State of Indiana - IN Housing & Community Development Authority

State of Indiana - IN State Department of Health

State of Indiana - IN Utility Regulatory Commission

State of Indiana - Indiana Economic Development Corp.

State of Indiana - Indiana State Police

State of Indiana - Office of Faith Based & Community Initiatives

State of Indiana - Office of Inspector General

State of Indiana - Office of Management and Budget

State of Indiana - Professional Licensing Agency

State of Indiana - Protection Advocacy Svcs Commission

State of Indiana - State Board of Accounts

State of Indiana - State Personnel Department

State of Indiana - State Racing Commission

State of Indiana - Tobacco Prevention and Cessation Board

State of Indiana - Utility Consumer Counselor

State of Indiana - War Memorials Commission

State of Indiana - Workers’ Compensation Board

State of North Carolina

State Personnel Administration

State Teachers Retirement System of Ohio

Steelcase, Inc.

STG, Inc.

Storck USA L.P.

Straumann USA

Stryker Corporation

Stryker Corporation - Medical

Stryker Corporation - Orthopaedics

Suburban Propane Partners, L.P.

Subway Franchisee Advertising Fund Trust

Summa Health System

Sun Life Financial (US)

Sunoco, Inc.

Sunrise Hospital and Medical Center

Sunrise Medical Inc.

SunTrust Banks, Inc.

Superior Essex, Inc.

Superior Essex, Inc. - Essex Group, Inc.

Superior Essex, Inc. - Superior Essex Communications LP

Sutter Health

Sutter Health - Sutter Medical Center Sacramento

Swedish Health Services

Swedish Health Services - Hospitals

Swedish Match North America

Sykes Enterprises, Incorporated

Sykes Enterprises, Incorporated - US Operations

Symcor

Symetra Financial

Symetra Financial - Group Insurance

Symetra Financial - Life & Annuities

Syniverse Technologies

Sypris Solutions, Inc.

Sypris Solutions, Inc. - Sypris Electronics

Sypris Solutions, Inc. - Sypris Technologies

Sypris Solutions, Inc. - Sypris Test & Measurement

T. Rowe Price Group, Inc.

Taubman Centers, Inc.

Tax Analysts

TD Ameritrade Holding Corp.

TDS Telecom

Technology Credit Union

TECO Energy, Inc.

Teknion LLC

Teleca US

Telerx Marketing, Inc.

TeleTech Holdings, Inc.

Tellabs

Temple-Inland

Temple-Inland - Building Products

Temple-Inland - Corrugated Packaging

Tenaris, Inc. USA

Tenet Healthcare Corporation

Tesoro Corporation

Texas Children’s Hospital

Texas Industries, Inc.

Texas Industries, Inc. - CAC

Texas Industries, Inc. - Cement

Texas Industries, Inc. - Consumer Products

Texas Industries, Inc.-Aggregate and Expanded Shale and Clay

Texas Industries, Inc.-Aggregates

Texas Mutual Insurance Company

Textainer

Textron, Inc.

Textron, Inc. - Bell Helicopter

Textron, Inc. - Cessna Aircraft

Textron, Inc. - E-Z-Go

Textron, Inc. - Fluid & Power

Textron, Inc. - Greenlee

Textron, Inc. - Jacobsen

Textron, Inc. - Kautex

Textron, Inc. - Textron Financial Corporation

Textron, Inc. - Textron Systems

The Allstate Corporation

The AmeriHealth Mercy Family of Companies

The AmeriHealth Mercy Family of Companies - Passport Health Plan

The AmeriHealth Mercy Family of Companies - Select Health of South Carolina

The Bureau of National Affairs, Inc.

The Capital Group Companies

The Carson Companies

The Casey Group

The Children’s Hospital of Philadelphia

The Children’s Mercy Hospital

The Chubb Corporation

The Coca-Cola Company

The Coca-Cola Company - North America Group

The Dannon Company, Inc.

The E. W. Scripps Company

The E. W. Scripps Company - Newspaper, Knoxville News Sentinel

The E. W. Scripps Company - Newspaper, The Commercial Appeal

The E. W. Scripps Company - Newspaper, Treasure Coast Newspapers

The E. W. Scripps Company - Newspaper, Ventura County Star

The E. W. Scripps Company - United Media

The Employers Association

The Florida Aquarium, Inc.

The Ford Foundation

The Frost National Bank

The Great Atlantic & Pacific Tea Company

The Guardian Life Insurance Company of America

The Guardian Life Insurance Company of America - Berkshire Life Insurance Company

The Guardian Life Insurance Company of America - Equity Products

The Guardian Life Insurance Company of America - Group Pensions

The Guardian Life Insurance Company of America - Group Products

The Hershey Company

The Irvine Company

The Johns Hopkins Hospital

The Johns Hopkins University

The Johns Hopkins University Applied Physics Laboratory

The Joint Commission

The Kroger Company

The Methodist Hospital System

The Midland Company

The MITRE Corporation

MANAGEMENT PROXY CIRCULAR ï Appendices Page  113

The New York Times Company

The Nielsen Company

The NORDAM Group

The Ohio State University

The Ohio State University Medical Center

The Options Clearing Corporation

The Pennsylvania State University - Penn State Hershey Medical Center

The Reader’s Digest Association, Inc.

The Reader’s Digest Association, Inc. - Books Are Fun

The Reader’s Digest Association, Inc. - Weekly Reader

The Regence Group

The Schwan Food Company

The ServiceMaster Company

The ServiceMaster Company - American Home Shield

The ServiceMaster Company - TruGreen

The Sherwin-Williams Company

The Sherwin-Williams Company - Automotive Division

The Sherwin-Williams Company - Chemical Coatings

The Sherwin-Williams Company - Consumer Group

The Sherwin-Williams Company - Diversified Brands Division

The Sherwin-Williams Company - Eastern Division

The Sherwin-Williams Company - Global Finishes

The Sherwin-Williams Company - Latin American Ctgs

The Sherwin-Williams Company - Midwestern Division

The Sherwin-Williams Company - Paint and Coatings

The Sherwin-Williams Company - Paint and Sundries

The Sherwin-Williams Company - Paint Stores Group

The Sherwin-Williams Company - Southeastern Division

The Sherwin-Williams Company - Southwestern Division

The Sports Authority

The Sundt Companies, Inc.

The Sundt Companies, Inc. - Mining and Industrial Division

The Sundt Companies, Inc. - Sundt Construction, Inc., Arizona District

The Sundt Companies, Inc. - Sundt Construction, Inc., Northern California

The Sundt Companies, Inc. - Sundt Construction, Inc., Southern California

The Supreme Court of Ohio

The TJX Companies, Inc.

The Toro Company

The Travelers Companies, Inc.

The Turner Corporation

The University of Chicago

The University of Chicago Medical Center

The University of Kansas Hospital

The University of Texas System

The University of Texas System - The University of Texas Medical Branch

The University of Texas System - University of Texas Health Science Center

The University of Texas System - University of Texas Southwestern Medical Center

The Valspar Corporation

The Valspar Corporation - Architectural & Residential

The Valspar Corporation - Automotive Coatings

The Valspar Corporation - Engineered Polymer Solution

The Valspar Corporation - Industrial Coatings

The Valspar Corporation - Packaging Coatings

The Valspar Corporation - Wood Coatings

The Vanguard Group, Inc.

The W.C. Bradley Co.

The W.C. Bradley Co. - Char-Broil

The W.C. Bradley Co. - Lamplight Farms Inc.

The W.C. Bradley Co. - Zebco LLC

The Walt Disney Company - Walt Disney Parks & Resorts, LLC

The Washington Post - The Washington Post Newspaper

The Weather Channel

The Weitz Company, LLC

The Weitz Company, LLC - Golf

The Weitz Company, LLC - Hy-Vee Weitz

The Weitz Company, LLC - Industrial

The Weitz Company, LLC - Rocky Mountain

The Weitz Company, LLC - Southwest

The Weitz Company, LLC - Watts Constructors

The Western Pennsylvania Hospital

The Yankee Candle Company, Inc.

Thomas Jefferson University Hospital

Thrivent Financial for Lutherans

TIAA-CREF

TideWell Hospice & Palliative Care

Time Warner Cable

Time Warner Cable - Carolinas Region

Time Warner Cable - Midwest Region

Time Warner Cable - New York City Region

Time Warner Cable - Northeast Region

Time Warner Cable - West Region

TM GE Automation Systems, LLC

TM GE Automation Systems, LLC - General Industries

TM GE Automation Systems, LLC - Material Handling

TM GE Automation Systems, LLC - Metals

TM GE Automation Systems, LLC - North American BU

TNT Express

Toray Composites (America), Inc.

Toray Industries

Toys R Us, Inc.

Travis County

Tribune Company

Tribune Company - Chicago Tribune

Tribune Company - Los Angeles Times

Trinity Health

TriWest Healthcare Alliance

TSYS Core

Tween Brands, Inc.

Tyco Electronics

Tyco International

Tyco International - ADT North America

Tyco International - ADT Worldwide

Tyco International - Electrical and Metal Products

Tyco International - Flow Control

Tyco International - Safety Products & Electrical and Metal Products

Tyco International - SimplexGrinnell

U.S. Cellular Corporation

U.S. Foodservice

U.S. Foodservice - Monarch

Underwriters Laboratories

Unilever U.S.

Unilever U.S. - FoodSolutions

Union Tank Car Company

United Parcel Service

United States Steel Corporation

UnitedHealth Group

Universal Health Services, Inc.

University of Alabama at Birmingham

University of Central Florida

University of Central Missouri

University of Colorado Hospital

University of Houston

University of Illinois at Chicago

University of Louisville

University of Maryland Medical Center

University of Michigan

University of Minnesota - Crookston

University of Mississippi Medical Center

University of Notre Dame

University of Pennsylvania

University of Virginia Health System

University Physicians Healthcare

University Physicians Healthcare - UPH Hospital at Kino Campus

UNUM Group

UPM-Kymmene, Inc.

UPM-Kymmene, Inc. - Blandin Paper Company

UPM-Kymmene, Inc. - Raflatec, Inc.

Uponor, Inc.

US Oncology, Inc.

USANA Health Sciences

USEC, Inc - Gaseous Diffusion Plant

USEC, Inc - Government Services

USG Corporation

USG Corporation - L&W Supply

USG Corporation - United States Gypsum Company

Utah Transit Authority

Vail Mountain, Inc.

Vail Mountain, Inc. - Breckenridge

Vail Mountain, Inc. - Keystone Resort

Vail Mountain, Inc. - Vail Resorts Development Company

Valero Energy Corporation

ValueOptions

Vectren Corporation

Ventura Foods, LLC

Veolia Water North America

Veolia Water North America - Central LLC

Veolia Water North America - Indianapolis LLC

Veolia Water North America - Northeast LLC

Veolia Water North America - South LLC

Veolia Water North America - West LLC

Vermeer Corporation

Verso Paper Corp.

Verso Paper Corp. - Androscoggin Mill

Verso Paper Corp. - Bucksport Mill

Verso Paper Corp. - Quinnesec

Verso Paper Corp. - Sartell Mill

Viad Corporation

Viad Corporation - Experiential Marketing

Viad Corporation - Experiential Marketing, Becker Group

Viad Corporation - GES

Viad Corporation - Glacier Park, Inc.

Videojet Technologies, Inc.

Vinson & Elkins, LLP

Virginia Credit Union, Inc.

Virginia Farm Bureau Mutual Insurance Co.

Virginia State Bar

Virginia United Methodist Homes, Inc.

Vistar Corporation

Vistar Corporation - Vistar Phoenix

Visteon Corporation

MANAGEMENT PROXY CIRCULAR ï Appendices Page  114

VITAS Healthcare Corporation

Volvo Group North America

Vonage Holdings Corporation

Vulcan Materials Company - Florida Rock Division

Vulcan Materials Company - Mideast Division

Vulcan Materials Company - Midsouth Division

Vulcan Materials Company - Midwest Division

Vulcan Materials Company - Southeast Division

Vulcan Materials Company - Southern Gulf Coast Division

Vulcan Materials Company - Southwest Division

Vulcan Materials Company - Western Division

VWR International

W.L. Gore & Associates, Inc.

W.W. Grainger, Inc.

Wackenhut Services, Inc. - Savannah River Site

Waddell & Reed

Waggener Edstrom Worldwide

Wake County Government

Washington Hospital Center

Washington Suburban Sanitary Commission

Washington University

Waste Management, Inc.

Watson Pharmaceuticals, Inc.

Watson Pharmaceuticals, Inc.- Brand Mfg/R&D/Sales

Watson Pharmaceuticals, Inc.- Generic Mfg/R&D/Sales

Watson Pharmaceuticals, Inc.- Pharmaceutical Distribution

Webster Financial Corporation

Webster Financial Corporation - Center Capital Corp

Wegmans Food Markets, Inc.

Weil, Gotshal & Manges, LLP

Weill Cornell Medical College

WellCare Health Plans

WellPoint, Inc.

Wells’ Dairy, Inc.

Wells Fargo & Company

Wells Fargo & Company - Wachovia

WellSpan Health

Weltman, Weinberg & Reis Co., LPA

Wendy’s/Arby’s Group, Inc.

Wendy’s/Arby’s Group, Inc. - Arby’s

Wendy’s/Arby’s Group, Inc. - The New Bakery Company of Ohio, Inc.

Wendy’s/Arby’s Group, Inc. - Wendy’s International, Inc.

Western & Southern Financial Group

Western Digital

Westinghouse Electric Company

Westinghouse Electric Company - Fuel

Westinghouse Electric Company - Power Plants

Westinghouse Electric Company - Services

Westlake Chemical Corporation

Weston Solutions, Inc.

Weston Solutions, Inc. - Global Division

Weston Solutions, Inc. - Mid-Atlantic Division

Weston Solutions, Inc. - Midwest Division

Weston Solutions, Inc. - Mountain Division

Weston Solutions, Inc. - National Accounts

Weston Solutions, Inc. - Northeast Division

Weston Solutions, Inc. - Pacific Division

Weston Solutions, Inc. - Redevelopment

Weston Solutions, Inc. - South Division

WGL Holdings, Inc.

WGL Holdings, Inc. - Washington Gas

Wheaton College

Wheaton Franciscan Healthcare

Wheaton Franciscan Healthcare - Covenant Medical Center

Wheaton Franciscan Healthcare - Marianjoy Rehab Hospital

Whip Mix Corporation

Whirlpool Corporation

Whole Foods Market, Inc.

William Blair & Company, LLC

William Marsh Rice University

Williams Companies, Inc.

Williams-Sonoma, Inc.

Wilmer Cutler Pickering Hale and Dorr LLP

Winn-Dixie Stores, Inc.

Winston Industries, Inc.

Wisconsin Court System

Wisconsin Physicians Service

Wm. Wrigley Jr. Company

Wm. Wrigley Jr. Company - Americas (US, Canada, Mexico)

Wm. Wrigley Jr. Company - North America

Wm. Wrigley Jr. Company - US

Wolters Kluwer NA

Wolters Kluwer NA - Corporate Legal Services

Wolters Kluwer NA - Financial Services

Wolters Kluwer NA - Law and Business Media

Wolters Kluwer NA - Tax and Accounting

Wolters Kluwer NA - WK CFS

Wolters Kluwer NA - WK Health Clinical Solutions

Wolters Kluwer NA - WK Health Group

Wolters Kluwer NA - WK Health Pharma Solutions

Wolters Kluwer NA - WK Health Professional Education

Wolters Kluwer NA - WK Medical Research

Wolters Kluwer NA - WK TAL

Worthington Industries

WPP - Millward Brown

WPP - Millward Brown North America

Wyndham Worldwide

Wyndham Worldwide - RCI Global Vacation Network

Wyndham Worldwide - Wyndham Hotels

Wyndham Worldwide - Wyndham Vacation

Xcel Energy Inc.

XL America

XL America - Exton OBU’s

XL America - Insurance

XL America - Marine and Offshore Energy

XL America - Reinsurance

XTO Energy, Inc.

Yale-New Haven Health System

Yellow Pages Group USA Holdings

Yeshiva University

Zale Corporation

Zebra Technologies Corporation

Zimmer Holdings, Inc.

Zimmer Holdings, Inc. - Zimmer Dental

Zimmer Holdings, Inc. - Zimmer Orthopaedic Surgical Products, Dover

Zimmer Holdings, Inc. - Zimmer Trabecular Metal Technolgoy

Zimmer Holdings, Inc. - Zimmer Orthobiologics

Zimmer Holdings, Inc. - Zimmer Spine

Zions Bancorporation

Zions Bancorporation - Amegy Bank

Zions Bancorporation - California Bank and Trust

Zions Bancorporation - National Bank of Arizona

Zions Bancorporation - Nevada State Bank

Zions Bancorporation - Vectra Bank Colorado

Zions Bancorporation - Zions First National Bank

Zurich North America

Towers Perrin 2009 U.S. CDB General Industry Executive Database

3M

7-Eleven

A&P

A.O. Smith

A.T. Cross

AAA of Science

Abbott Laboratories

ABC

Accenture

ACH Food

Advance Publications

Advanced Micro Devices

Advanstar Communications

Aegon USA

AEI Services

Aerojet

Aeropostale

AFLAC

Agilent Technologies

AGL Resources

Agrium U.S.

AIG

Air Products and Chemicals

Alcatel-Lucent

Alcoa

Allegheny Energy

Allergan

Allete

Alliance Data Systems

Alliant Energy

Allianz

Allstate

Amazon.com

Ameren

American Airlines

American Chemical Society

American Crystal Sugar

American Electric Power

American Express

American Family Insurance

American United Life

American Water Works

AMERIGROUP

Ameriprise Financial

Ameritrade

Ameron

AMETEK

Amgen

Amway

Anadarko Petroleum

APL

Apollo Group

Applied Materials

ARAMARK

Areva NP

Armstrong World Industries

Arrow Electronics

ArvinMeritor

Arysta LifeScience North America

Ascend Media

Associated Banc-Corp

AstraZeneca

AT&T

ATC Management

Atmos Energy

Atos Origin

Aurora Healthcare

Auto Club Group

Automatic Data Processing

Avery Dennison

Avis Budget Group

Avista

Avon Products

AXA Equitable

B&W Y-12

BAE Systems

Ball

Bank of America

Barrick Gold of North America

Battelle Memorial Institute

Baxter International

Bayer

Bayer CropScience

BB&T

Beckman Coulter

MANAGEMENT PROXY CIRCULAR ï Appendices Page  115

Belo

Benjamin Moore

Best Buy

BG US Services

Big Lots

Biogen Idec

Bio-Rad Laboratories

Blockbuster

Blue Cross Blue Shield of Florida

Blue Shield of California

Blyth

Bob Evans Farms

Boehringer Ingelheim

Boeing

BOK Financial

Booz Allen Hamilton

Boston Scientific

Bovis Lend Lease

BP

Brady

Bremer Financial

Bright Business Media

Bristol-Myers Squibb

Brown-Forman

Bush Brothers

CA

Cablevision Systems

CACI International

Cadbury North America

Calgon Carbon

California Independent System Operator

Callaway Golf

Calpine

Cameron International

Capital One Financial

Capitol Broadcasting - WRAL

Cardinal Health

Cargill

Carlson Companies

Carmeuse Lime & Stone

Carpenter Technology

Catalent Pharma Solutions

Caterpillar

Catholic Healthcare West

CDI

Cedar Rapids TV - KCRG

Celestica

Celgene

CenterPoint Energy

Century Aluminum

Cephalon

CH2M Hill

Chevron

Chicago Mercantile Exchange

Chiquita Brands

Choice Hotels International

Chrysler

CHS

CIGNA

CIT Group

CITGO Petroleum

City National Bank

Cleco

CNA

Cobank

Coca-Cola Enterprises

Colgate-Palmolive

Colorado Springs Utilities

Columbia Sportswear

Comcast Cable Communications

Comerica

Commerce Insurance

CommScope

Compass Bancshares

CompuCom Systems

ConAgra Foods

Connell

ConocoPhillips

Consolidated Edison

Constellation Energy

Consumers Energy

Consumers Union

Continental Airlines

Continental Automotive Systems

Continental Energy Systems

ConvaTec

Convergys

Covance

Covidien

Cox Enterprises

CPS Energy

Crown Castle

CSR

CSX

Cubic

Curtiss-Wright

CVS Caremark

Daiichi Sankyo

Daimler Trucks North America

Dana

Dannon

DCP Midstream

Dean Foods

Deere & Company

Delta Airlines

Deluxe

Denny’s

Dentsply

Devon Energy

Diageo North America

DIRECTV

Dominion Resources

Donaldson

Dow Chemical

Dow Jones

DPL

Dr Pepper Snapple

Duke Energy

DuPont

Dynegy

E*Trade

E.ON U.S.

E.W. Scripps

Eastman Chemical

Eastman Kodak

Eaton

eBay

Ecolab

Edison International

Education Management

Eisai

El Paso Corporation

Electric Power Research Institute

Eli Lilly

Embarq

Embraer

EMC

EMCOR Group

EMI Music

Emulex

Enbridge Energy

Endo Pharmaceuticals

Energen

Energy Future Holdings

Energy Northwest

Entergy

EPCO

Equifax

Equity Office Properties

ERCOT

Erie Insurance

Ernst & Young

ESRI

Evening Post Publishing - KOAA

Evergreen Packaging

Exelon

Exterran

ExxonMobil

F & W Media

Fairchild Controls

Fannie Mae

FANUC Robotics America

Farm Progress Companies

Federal Home Loan Bank of Pittsburgh

Federal Home Loan Bank of San Francisco

Federal Reserve Bank of Cleveland

Federal Reserve Bank of Dallas

Federal Reserve Bank of New York

Federal Reserve Bank of Philadelphia

Federal Reserve Bank of San Francisco

Federal Reserve Bank of St. Louis

Federal-Mogul

Ferrellgas

Fidelity Investments

Fifth Third Bancorp

Fireman’s Fund Insurance

First American

First Data

First Horizon National

First Solar

FirstEnergy

Fiserv

Fluor

FMA Communications

Ford

Forest Laboratories

Fortune Brands

Forum Communications - WDAY

FPL Group

Franklin Resources

Freddie Mac

Freedom Communications

Freeport-McMoRan Copper & Gold

Frontier Airlines

G&K Services

GAF Materials

Gannett

Gap

Garland Power & Light

Garmin

GATX

Gavilon

GDF SUEZ Energy North America

Genentech

General Atomics

General Dynamics

General Electric

General Mills

General Motors

GenTek

Genworth Financial

Genzyme

GEO Group

Getty Images

Gilead Sciences

GlaxoSmithKline

Goodrich

Goodyear Tire & Rubber

Google

Gorton’s

Great-West Life Annuity

Greif

GS1 US

GTECH

Guardian Life

Guideposts

GXS

H.B. Fuller

Hanesbrands

Hannaford

Harland Clarke

Harley-Davidson

Harman International Industries

Harris Enterprises

Harry Winston

Hartford Financial Services

Hawaiian Electric

Hayes Lemmerz

HBO

HCA Healthcare

Health Care Services

Health Net

Healthways

Hearst

Hearst-Argyle Television

Henkel of America

Henry Ford Health Systems

Herman Miller

Hershey

Hertz

Hess

Hexion Specialty Chemicals

Hitachi Data Systems

HNI

HNTB

Hoffmann-La Roche

Honeywell

Horizon Lines

Hormel Foods

Hospira

Houghton Mifflin

Hovnanian Enterprises

HSBC North America

Hubbard Broadcasting

Humana

Hunt Consolidated

Huntington Bancshares

Hyatt Hotels

IBM

IDACORP

Idearc Media

IDEXX Laboratories

IKON Office Solutions

IMS Health

ING

Ingersoll-Rand

Integrys Energy Group

Intel

Intercontinental Hotels

International Data

International Flavors & Fragrances

International Game Technology

International Paper

Invensys Controls

Invensys Process Systems

Irvine Company

Irwin Financial

ISO New England

J. Crew

J.C. Penney Company

J.M. Smucker

J.R. Simplot

Jack in the Box

Jacobs Engineering

Jarden

JetBlue

JM Family

John Hancock

Johns-Manville

Johnson & Johnson

MANAGEMENT PROXY CIRCULAR ï Appendices Page  116

Johnson Controls

Kaiser Foundation Health Plan

Kaman Industrial Technologies

Kansas City Southern

KB Home

KBR

KCTS Television

Kellogg

Kelly Services

Kerry Ingredients & Flavours

KeyCorp

Kimberly-Clark

Kimco Realty

Kindred Healthcare

Kinross Gold

Kiplinger

KLA-Tencor

Knight

Koch Industries

Kohler

Kohl’s

KPMG

L.L. Bean

L-3 Communications

Lafarge North America

Land O’Lakes

Leggett and Platt

Lenovo

Level 3 Communications

Lexmark International

Liberty Mutual

Life Technologies

Life Touch

Limited

Lincoln Financial

Lockheed Martin

Loews

LOMA

Lorillard Tobacco

Lower Colorado River Authority

M&T Bank

Magellan Midstream Partners

Marathon Oil

Marriott International

Marshall & Ilsley

Martin Marietta Materials

Mary Kay

Masco

Massachusetts Mutual

Mattel

Matthews International

McClatchy

McDermott

McDonald’s

McKesson

MDU Resources

MeadWestvaco

Medco Health Solutions

Media General

MediaTec Publishing

MedImmune

Medtronic

Meister Media Worldwide

Merck & Co

Meredith

Metavante Technologies

MetLife

MetroPCS Communications

MGE Energy

Microsoft

Midwest Independent Transmission System Operator

Millennium Pharmaceuticals

Millipore

Mine Safety Appliances

Mirant

Molson Coors Brewing

MoneyGram International

Morgan Murphy Stations - WISC

Mosaic

Motorola

MSC Industrial Direct

Munich Reinsurance America

National Renewable Energy Laboratory

Nationwide

Navistar International

Navy Federal Credit Union

NBC Universal

NCCI Holdings

NCR

Neoris USA

Nestle USA

New York Life

New York Power Authority

New York Times

New York University

Newmont Mining

NewPage

Nicor

NIKE

Nokia

Noranda Aluminum

Norfolk Southern

Northeast Utilities

Northern Trust

NorthWestern Energy

Northwestern Mutual

Novartis

Novartis Consumer Health

Novell

Novo Nordisk Pharmaceuticals

NRG Energy

NSTAR

NuStar Energy

NV Energy

NW Natural

NXP Semi-Conductor

Nycomed US

Occidental Petroleum

Office Depot

OGE Energy

Oglethorpe Power

Omaha Public Power

Omnova Solutions

OneBeacon Insurance

Orange Business Services

Oshkosh Truck

Otter Tail

Owens Corning

Owens-Illinois

Pacific Gas & Electric

Pacific Life

Panasonic of North America

Papa John’s

Parametric Technology

Parker Hannifin

Parsons

Pearson Education

People’s Bank

Pepco Holdings

PepsiCo

Perot Systems

PetSmart

Pfizer

Philips Healthcare

Phillips-Van Heusen

Phoenix Companies

PhRMA

Pinnacle West Capital

Pioneer Hi-Bred International

Pitney Bowes

Pittsburgh Corning

PJM Interconnection

PlainsCapital

Plexus

PMI Group

PNC Financial Services

PNM Resources

Polaris Industries

Polymer Group

PolyOne

Portland General Electric

Potash

PPG Industries

PPL

Praxair

Principal Financial

Progress Energy

Progressive

Providence Health & Services

Prudential Financial

Public Service Enterprise Group

Puget Energy

Pulte Homes

Purdue Pharma

QUALCOMM

Quest Diagnostics

Quintiles

Qwest Communications

R.H. Donnelley

R.R. Donnelley

Ralcorp Holdings

Rayonier

Raytheon

RBC Dain Rauscher

Reader’s Digest

Reed Business Information

Reed Exhibitions

Regal-Beloit

Regency Energy Partners LP

Regions Financial

Reliant Energy

Research in Motion

RF Micro Devices

RGA Reinsurance Group of America

Rio Tinto

Robb Report

Roche Diagnostics

Rockwell Automation

Rockwell Collins

Rolls-Royce North America

S.C. Johnson

Safety-Kleen Systems

SAIC

Salt River Project

Sanmina-SCI

Sanofi Pasteur

Sanofi-Aventis

Sara Lee

Sarkes Tarzian - KTVN

Sarkes Tarzian - WRCB

SAS Institute

Savannah River Nuclear Solutions

SCA Americas

SCANA

Schering-Plough

Schlumberger

Schneider Electric

School Specialty

Schreiber Foods

Schurz - KYTV

Schurz - WDBJ

Schwan’s

Scripps Networks Interactive

Seagate Technology

Sealed Air

Securian Financial Group

Securitas Security Services USA

Security Benefit Group

Sempra Energy

Sensata Technologies

Shell Oil

Sherwin-Williams

Shire Pharmaceuticals

Siemens

Sinclair Broadcast Group

Sirius XM Radio

SLM

Smurfit-Stone Container

Sodexo USA

Sonoco Products

Sony Corporation of America

South Financial Group

Southern Company Services

Southern Union Company

Southwest Airlines

Southwest Power Pool

Sovereign Bancorp

Spectra Energy

Sprint Nextel

SPX

Stanford University

Stantec

Staples

Starbucks

Starwood Hotels & Resorts

State Farm Insurance

State Street

Steelcase

Sterling Bancshares

STP Nuclear Operating

String Letter Publishing

Summit Business Media

Sun Life Financial

Sun Microsystems

Sundt Construction

Sunoco

SunTrust Banks

Target

Taubman Centers

Taunton Press

Taylor-Wharton International

TD Banknorth

TECO Energy

TeleTech Holdings

Tellabs

Temple-Inland

Tenet Healthcare

Teradata

Terex

Terra Industries

Tesoro

Textron

Thomas & Betts

Thomas Publishing

Thrivent Financial for Lutherans

TIAA-CREF

Time

Time Warner

Time Warner Cable

Timex

T-Mobile USA

Toro

TransCanada

TransUnion

Travelers

Tribune

TUI Travel

Tupperware

Twin Cities Public Television - TPT

MANAGEMENT PROXY CIRCULAR ï Appendices Page  117

Tyco Electronics

U.S. Bancorp

U.S. Foodservice

UC4 Software

UIL Holdings

Unilever United States

Union Bank of California

Union Pacific

UniSource Energy

Unisys

United Airlines

United Rentals

United States Cellular

United States Enrichment

United States Steel

United Technologies

United Water

UnitedHealth

Unitil

Univar

Universal Studios Orlando

University of Texas - M.D. Anderson Cancer Center

Unum Group

US Airways

USAA

USG

Valero Energy

Verizon

Vertex Pharmaceuticals

VF

Viacom

Viad

Virgin Mobile USA

Visa USA

Visiting Nurse Service

Visteon

Volvo Group North America

Vulcan

Vulcan Materials

VWR International

W.R. Grace

W.W. Grainger

Wachovia

Walt Disney

Warnaco

Waste Management

Watson Pharmaceuticals

Webster Bank

Wellcare Health Plans

Wellpoint

Wells Fargo

Wendy’s/Arby’s Group

Westar Energy

Western Digital

Western Union

Westinghouse Electric

Weyerhaeuser

Whirlpool

Whole Foods Market

Williams Companies

Williams-Sonoma

Winn-Dixie Stores

Wisconsin Energy

Wm. Wrigley Jr.

Wolters Kluwer US

WPP

Wray Edwin - KTBS

Wyeth Pharmaceuticals

Wyndham Worldwide

Xcel Energy

Xerox

Yahoo!

Young Broadcasting - KFLY

Young Broadcasting - KRON

Yum! Brands

Zale

Zurich North America

MANAGEMENT PROXY CIRCULAR ï Appendices Page  118

Potash Corporation
of Saskatchewan Inc. Proxy

For use at the Annual and Special Meeting

of Shareholders to be held on May 6, 2010.

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 6^th day of May, 2010 (the “Meeting”)

10:30 a.m. (local time)

Grand Salon, TCU Place

35 — 22^nd 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 or her and to attend and act on his or her behalf at the Meeting, other than the nominees designated above, and may exercise such right by crossing out the names of the designated persons above and inserting the name of his or her 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 FOR the advisory resolution (attached as Appendix D to the accompanying Management Proxy Circular) accepting the Corporation’s approach to executive compensation disclosed in the accompanying Management Proxy Circular. This proxy confers authority to vote in the proxyholder’s discretion with respect to amendments or variations 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	Withhold
2.	Voted FOR, or WITHHELD FROM VOTING, the appointment of Deloitte & Touche LLP as auditors of the Corporation.	o	o
		For	Against
3.	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	o
		For	Against
4.	Voted FOR or AGAINST the advisory resolution (attached as Appendix D to the accompanying Management Proxy Circular) accepting the Corporation’s approach to executive compensation disclosed in the accompanying Management Proxy Circular.	o	o

Dated the ­ ­ day of ­ ­  2010.

Name of Shareholder Signature of Shareholder

Control No.: