Annual and Special Meeting
May 7, 2009

Executive Compensation

Executive Compensation

Summary Compensation Table ⁽¹⁾

The following table sets forth, for our 2008, 2007 and 2006 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. For example, Garth W. Moore, President, PCS Potash, was a Named Executive Officer for 2007. However, due to the FAS 123R Option Award calculation (as described in footnote (3) below) for retirement eligible officers, Mr. Moore, who is retirement eligible, is not a Named Executive Officer for 2008 and does not appear in the Summary Compensation Table below.

Name and Principal Position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards (2)($) (e)	Option Awards (3)($) (f)	Non-Equity Incentive Plan Compensation (4)($) (g)	Change in Pension and Nonqualified Deferred Compensation Earnings (5)($) (h)	All Other Compensation (6)($) (i)	Total ($) (j)
William J. Doyle President and Chief Executive Officer	2008 2007 2006	1,092,000 1,040,000 1,000,000	– – –	2,919,270 3,830,786 1,120,382	6,508,418 7,652,960 5,797,500	2,075,000 2,190,000 750,000	4,173,645 2,340,578 94,917	257,984 134,297 180,958	17,026,317 17,188,621 8,943,757
Wayne R. Brownlee Executive Vice President, Treasurer and Chief Financial Officer	2008 2007 2006	494,400 480,000 460,000	– – –	863,187 1,132,709 331,281	1,802,292 2,018,887 1,913,173	692,000 578,000 300,000	2,238,102 406,802 276,707	43,693 44,114 58,556	6,133,674 4,660,512 3,339,717
James F. Dietz Executive Vice President and Chief Operating Officer	2008 2007 2006	486,200 463,000 445,000	– – –	835,006 1,095,729 320,466	1,754,121 2,049,900 1,932,500	647,000 621,000 270,000	196,209 62,363 179,240	42,795 40,133 41,397	3,961,331 4,332,125 3,188,603
Barbara Jane Irwin Senior Vice President, Administration	2008 2007 2006	387,600 372,500 359,000	– – –	588,753 772,586 225,957	1,005,802 949,404 566,967	435,000 400,000 180,000	35,803 21,171 53,059	21,978 20,094 19,544	2,474,936 2,535,755 1,404,527
G. David Delaney President, PCS Sales	2008 2007 2006	399,750 375,000 348,000	– – –	560,573 735,606 215,141	965,455 1,082,647 566,967	450,000 450,000 171,000	23,287 8,793 38,763	33,554 34,330 32,835	2,432,619 2,697,197 1,372,706

(1)	Those amounts that were paid in Canadian dollars have been converted to United States dollars using the average exchange rate for the month prior to the date of payment.
(2)	Reports amounts calculated in accordance with revised Statement of Financial Accounting Standards No. 123R, “Share-Based Payment”, or FAS 123R, under generally accepted accounting principles in the United States, or US GAAP, for performance share units granted pursuant to our Medium-Term Incentive Plan in effect for the three-year performance period January 1, 2006 to December 31, 2008. See “Compensation Discussion and Analysis – Medium-Term Incentive Plan”. For the FAS 123R calculations, the value of the performance share units was estimated quarterly using a Monte Carlo valuation model with the following assumptions:
	Risk-Free Interest Rate Dividend Yield Correlation Between our Common Share Price and DJUSBMI Volatility of Our Common Share Price Volatility of DJUSBMI Quarter Ended March 31, 2006 4.816% 1.24% 0.52 27.87% 16.68% Quarter Ended June 30, 2006 5.122% 1.18% 0.56 30.85% 17.79% Quarter Ended September 30, 2006 4.614% 1.15% 0.58 29.83% 17.73% Quarter Ended December 31, 2006 4.808% 1.12% 0.48 31.53% 17.75% Quarter Ended March 31, 2007 4.574% 1.09% 0.49 32.58% 17.90% Quarter Ended June 30, 2007 4.858% 1.02% 0.50 33.36% 17.22% Quarter Ended September 30, 2007 3.984% 0.97% 0.52 35.16% 18.85% Quarter Ended December 31, 2007 3.177% 0.90% 0.68 43.61% 22.60% Quarter Ended March 31, 2008 1.497% 0.84% 0.75 49.07% 28.34% Quarter Ended June 30, 2008 2.198% 0.78% 0.76 51.95% 30.32% Quarter Ended September 30, 2008 1.564% 0.71% 0.80 59.74% 36.62%
(3)	Reports amounts calculated in accordance with FAS 123R for options granted pursuant to the 2008 Performance Option Plan, 2007 Performance Option Plan and the 2006 Performance Option Plan, respectively. The amounts reported for Mr. Doyle, Mr. Brownlee and Mr. Dietz represent the full grant date fair value of the awards in accordance with FAS 123R, because each of the Named Executive Officers are eligible for retirement. See “Compensation Discussion and Analysis – Long-Term Incentives”. For a discussion of the assumptions made in the valuation of the awards, see Notes 27 and 33 to our consolidated financial statements for the fiscal year ended December 31, 2008, Notes 27 and 33 to our consolidated financial statements for the fiscal year ended December 31, 2007 and Notes 26 and 32 to our consolidated financial statements for the fiscal year ended December 31, 2006.
(4)	Reports amounts awarded pursuant to our Short-Term Incentive Plan for 2008, 2007 and 2006 performance, which amounts were paid in 2009, 2008 and 2007, respectively. See “Compensation Discussion and Analysis – Short-Term Incentive Plan”.
(5)	Reports the aggregate annual change in the actuarial present value of each Named Executive Officer’s accumulated benefit under the Canadian Supplemental Plan, the U.S. Pension Plan and the U.S. Supplemental Plan, as set forth in the below table.

		William J. Doyle	Wayne R. Brownlee	James F. Dietz	Barbara Jane Irwin	G. David Delaney
	2008	$ 4,173,645	$ 2,238,102	–	–	–
Canadian Supplemental Plan	2007	2,340,578	406,802	–	–	–
	2006	94,917	276,707	–	–	–
	2008	–	–	$ 19,181	$ 3,797	$ (13,894)
U.S. Pension Plan	2007	–	–	(27,946)	8,703	(7,738)
	2006	–	–	98,885	17,991	18,514
	2008	–	–	$ 177,028	$ 32,006	$ 37,181
U.S. Supplemental Plan	2007	–	–	90,309	12,468	16,531
	2006	–	–	80,354	35,068	20,249
	2008	$ 4,173,645	$ 2,238,102	$ 196,209	$ 35,803	$ 23,287
Total	2007	2,340,578	406,802	62,363	21,171	8,793
	2006	94,917	276,707	179,240	53,059	38,763

(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. Doyle	Wayne R. Brownlee	James F. Dietz	Barbara Jane Irwin	G. David Delaney
Company Contributions to Canadian Pension Plan	2008	$ 10,427	$ 10,446	–	–	–
	2007	8,590	8,568	–	–	–
	2006	8,195	8,218	–	–	–
Company Contributions to Savings Plan or 401(k) Plan	2008	65,044	29,780	$ 20,575 (a)	$ 18,075 (b)	$ 18,150 (c)
	2007	60,285	27,779	20,039 (a)	17,520 (b)	17,190 (c)
	2006	60,000	27,600	19,807 (a)	17,251 (b)	16,320 (c)
Life Insurance Premiums Paid for the Benefit of NEO	2008	9,977	3,280	8,487	3,063	1,736
	2007	10,122	3,690	7,354	2,574	1,391
	2006	10,601	4,240	7,459	2,293	1,213
Medical Insurance Premiums Paid on Behalf of NEO	2008	20,624	–	–	–	–
	2007	17,014	–	–	–	–
	2006	14,040	6,743	–	–	–
Tax Gross-ups for Taxable Benefits	2008	36,093	187	1,594	840	798
	2007	11,663	6,192	–	–	–
	2006	19,614	–	2,365	–	–
Perquisites (d)	2008	115,819	–	12,139	–	12,870
	2007	55,708	11,264	12,740	–	15,749
	2006	68,508	11,755	11,766	–	15,302
Total	2008	$ 257,984	$ 43,693	$ 42,795	$ 21,978	$ 33,554
	2007	163,383	57,493	40,133	20,094	34,330
	2006	180,958	58,556	41,397	19,544	32,835

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

Salary and Bonus

As reported in the Summary Compensation Table above, the percentage of our Named Executive Officers’ total 2006, 2007 and 2008 compensation that is comprised of salary and bonus is between 5% and 20% 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 2006 pursuant to our Medium-Term Incentive Plan. As of January 1, 2006, Mr. Doyle received a grant of 80,802 performance share units, Mr. Brownlee received a grant of 23,892 performance share units, Mr. Dietz received a grant of 23,112 performance share units, Ms. Irwin received a grant of 16,296 performance share units and Mr. Delaney received a grant of 15,516 performance share units. The performance share units vested and will be settled in cash at the end of the three-year performance cycle (December 31, 2008) in relation to a vesting schedule whereby one-half of the units vested in accordance with corporate Total Shareholder Return (TSR) and one-half of the units vested in accordance with corporate TSR relative to a selected comparator group’s TSR.

We used the following vesting schedules to determine how many units each Named Executive Officer was entitled to receive at the end of the performance period ending December 31, 2008.

TSR Vesting Schedule
TSR	Vesting Percentage
0% or less	0%
10%	50%
20%	75%
30%	100%
40%	125%
50% or more	150%

Relative TSR Vesting Schedule
TSR minus DJUSBMI TSR	Vesting Percentage
Less than 0%	0%
0%	50%
5%	100%
10% or more	150%

For results falling between the reference points in the charts above, the level of vesting was 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. For a discussion of our actual results for the performance period ending December 31, 2008 and the number of performance units that were vested and paid out to each of our Named Executive Officers, see “Compensation Discussion and Analysis – Elements of Executive Compensation – Medium-Term Incentive Plan”.

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 2006, 2007 and 2008 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 (±20%) 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.

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.

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

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(n) to our annual report on Form 10-K for the year ended December 31, 2007.

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 2008, 2007 and 2006. 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, 2008, December 31, 2007 and December 31, 2006.

	Net Income	Total Compensation of Chief Executive Officer	% of Net Income	Aggregate Total Compensation of Named Executive Officers	% of Net Income
2008	$3,495.2 million	$17.0 million	0.5%	$32.0 million	0.9%
2007	$1,103.6 million	$17.2 million	1.6%	$31.9 million	2.9
2006	$631.8 million	$8.9 million	1.4%	$19.3 million	3.1

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”.

Grants of Plan-Based Awards

The following table provides information relating to plan-based awards granted in 2008 to the Named Executive Officers.

		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards			Exercise or Base Price of Option	Closing Market Price on	Grant Date Fair Value of Stock and Option
Name (a)	Grant Date (b)	Threshold ($) (c)	Target ($) (d)	Maximum ($) (e)	Threshold (#) (f)	Target (#) (g)	Maximum (#) (h)	Awards (2) ($/Sh) (k)	Date of Grant ($/Sh)	Awards ($) (l)
William J. Doyle
Short-Term Incentive Plan		546,000	1,092,000	2,184,000
Performance Option Plan	5/8/2008				0	87,750	87,750	$ 198.77	$ 199.01	6,508,418
Wayne R. Brownlee
Short-Term Incentive Plan		173,000	346,000	692,000
Performance Option Plan	5/8/2008				0	23,650	23,650	Cdn$199.70	Cdn$202.65	1,802,292
James F. Dietz
Short-Term Incentive Plan		170,250	340,500	681,000
Performance Option Plan	5/8/2008				0	23,650	23,650	$  198.77	$  199.01	1,754,121
Barbara Jane Irwin
Short-Term Incentive Plan		108,750	217,500	435,000
Performance Option Plan	5/8/2008				0	11,750	11,750	$198.77	$199.01	871,498
G. David Delaney
Short-Term Incentive Plan		112,500	225,000	450,000
Performance Option Plan	5/8/2008				0	11,750	11,750	$198.77	$199.01	871,498

(1)

The amounts in columns (c), (d) and (e) set forth the threshold, target and maximum values of the 2008 Short-Term Incentive Plan awards based on respective cash flow returns of 50%, 100% and 150% of target cash flow return for 2008. The actual amount of each Named Executive Officer’s 2008 Short-Term Incentive Plan award is set forth in column (g) of the Summary Compensation Table above.

(2)

Pursuant to the terms of the plan, options under the 2008 Performance Option Plan were granted with an exercise price equal to the closing market price per Share on the NYSE for Mr. Doyle, Mr. Dietz, Ms. Irwin and Mr. Delaney and on the TSX for Mr. Brownlee, in each case on the trading day prior to the grant date. The closing market price on the grant date is shown in the adjoining column to column (k) in the above table. As is our practice, options under the 2008 Performance Option Plan were granted following shareholder approval of the plan at the 2008 Annual Meeting on May 8, 2008.

Option Awards

Certain amounts reported in column (f) of the Summary Compensation Table represent options granted during 2006 and 2007 pursuant to our 2006 Performance Option Plan and 2007 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 2008 pursuant to our 2008 Performance Plan. On May 4, 2006, Mr. Doyle received a grant of 450,000 performance options, Mr. Brownlee and Mr. Dietz received a grant of 150,000 performance options, and Ms. Irwin and Mr. Delaney received a grant of 72,000 performance options. 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 Ms. Irwin and Mr. Delaney 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 Ms. Irwin and Mr. Delaney received a grant of 11,750 performance options. The options have 10-year terms and vest based on performance incentives over the three-year performance periods ending December 31, 2008, December 31, 2009 and December 31, 2010.

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 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 2008 Performance Option Plan filed as Exhibit 10(ff) to our quarterly report on Form 10-Q for the period ended March 31, 2008, our 2007 Performance Option Plan filed as Exhibit 10(ee) to our quarterly report on Form 10-Q for the period ended March 31, 2007 and our 2006 Performance Option Plan, filed as Exhibit 10(dd) to our annual report on Form 10-K for the year 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, 2008 and December 31, 2009.

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 ending December 31, 2008 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”.

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, 2008 for the Named Executive Officers.

Name (a)	Number of Securities Underlying Unexercised Options Exercisable (1) (b)	Option Awards		Option Exercise Price (e)	Option Expiration Date (f)	Stock Awards
						Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (j)
		Number of Securities Underlying Unexercised Options Unexercisable (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (2) (d)
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	–	–
	675,000			$29.41	5/5/2015
	450,000 (3)			$33.67	5/4/2016
			336,000	$62.73	5/3/2017
			87,750	$ 198.77	5/8/2018
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
	150,000 (3)			Cdn$37.27	5/4/2016
			90,000	Cdn$69.48	5/3/2017
			23,650	Cdn$199.70	5/8/2018
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
	150,000 (3)			$33.67	5/4/2016
			90,000	$62.73	5/3/2017
			23,650	$ 198.77	5/8/2018
Barbara Jane Irwin	15,000			$10.16	11/20/2010
	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
	72,000 (3)			$33.67	5/4/2016
			46,800	$62.73	5/3/2017
			11,750	$198.77	5/8/2018
G. David Delaney	65,000			$29.41	5/5/2015
	72,000 (3)	–		$33.67	5/4/2016	–	–
			46,800	$62.73	5/3/2017
			11,750	$198.77	5/8/2018

(1)	As of December 31, 2008, the aggregate value of unexercised options that are currently exercisable held by each Named Executive Officer was as follows: Mr. Doyle, $140,292,287; Mr. Brownlee, $51,282,207; Mr. Dietz, $40,811,448; Ms. Irwin $38,151,484 and Mr. Delaney, $5,695,250. The aggregate value of unexercised options held by Mr. Brownlee was converted to U.S. dollars using the average Canadian exchange rate of 1.0671 for fiscal year 2008.
(2)	The outstanding equity incentive plan awards reported in column (d) represent unearned options pursuant to our 2007 and 2008 Performance Option Plans. Options granted pursuant to the 2007 Performance Option Plan vest at the end of the performance period ending December 31, 2009, and options granted pursuant to the 2008 Performance Option Plan vest at the end of the performance period ending December 31, 2010. The reported number of Shares underlying the options is based on achievement of the plans’ maximum performance levels.
(3)	Reports options granted under the 2006 Performance Option Plan that vested at the end of the performance period ending December 31, 2008. The value of such vested options held by each Named Executive Officer, as of December 31, 2008, was as follows: Mr. Doyle, $17,797,500; Mr. Brownlee, $7,347,484; Mr. Dietz, $5,932,500; Ms. Irwin, $2,847,600 and Mr. Delaney, $2,847,600. The aggregate value of vested options held by Mr. Brownlee was converted to U.S. dollars using the average Canadian exchange rate of 1.0671 for fiscal year 2008.

Option Exercises and Stock Vested

The following table provides information relating to amounts received upon the exercise of stock options by the Named Executive Officers during 2008.

Name (a)	Option Awards		Stock Awards
	Number of Shares Acquired on Exercise (1)(#)(b)	Value Realized Upon Exercise($) (c)
			Number of Shares Acquired on Vesting (2)(#) (d)	Value Realized Upon Vesting ($)(e)
William J. Doyle	400,000	35,192,500	121,203	7,870,438
Wayne R. Brownlee	–	–	35,838	2,327,176
James F. Dietz	–	–	34,668	2,251,201
Barbara Jane Irwin	22,610	3,760,569	24,444	1,587,296
G. David Delaney	40,000	4,147,344	23,274	1,511,320

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

Pension Benefits

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.

Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit (1)($)	Payments During Last Fiscal Year ($)
William J. Doyle	Canadian Supplemental Plan	21.67	14,817,608	–
Wayne R. Brownlee	Canadian Supplemental Plan	31.67 (2)	5,031,623	–
James F. Dietz	U.S. Pension Plan	15.5	369,111
	U.S. Supplemental Plan	11.83 (3)	760,872	–
Barbara Jane Irwin	U.S. Pension Plan	8.25	102,092
	U.S. Supplemental Plan	8.25	176,390	–
G. David Delaney	U.S. Pension Plan	25.67	210,742
	U.S. Supplemental Plan	11.83	180,388	–

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

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, 2008. 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, 2008. The key assumptions used in calculating the present value of accumulated benefits for Mr. Doyle and Mr. Brownlee are as follows:

Interest Rate	7.50% per annum
Retirement Age	Age 62
Mortality Rates	1994 Unisex Pensioner Mortality Table

The below table sets forth our accrued obligation at the beginning and end of the fiscal year ended December 31, 2008 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, 2008 for each of the Named Executive Officer’s benefits under the Savings Plan and the 401(k) Plan.

Name	Plan Name	Accrued Obligation/ Accumulated Value at Start of Year ($)	Compensatory Changes ($)	Non- Compensatory Changes($)	Accrued Obligation/ Accumulated Value at End of Year ($)
William J. Doyle	Canadian Pension Plan	156,823	8,575	(42,457)	122,941
	Canadian Supplemental Plan	10,643,963	1,872,600	2,301,045	14,817,608
	Savings Plan	702,321	0	(241,569)	460,752
Wayne R. Brownlee	Canadian Pension Plan	580,127	8,575	(125,739)	462,962
	Canadian Supplemental Plan	2,793,521	1,165,169	1,072,933	5,031,623
	Savings Plan	157,495	24,440	(73,846)	108,089
James F. Dietz	U.S. Pension Plan	349,930	32,501	(13,230)	369,111
	U.S. Supplemental Plan	583,844	204,484	(27,456)	760,872
	401(k) Plan	569,483	6,685	(233,887)	342,281
Barbara J. Irwin	U.S. Pension Plan	98,295	16,724	(12,927)	102,092
	U.S. Supplemental Plan	144,383	54,341	(22,335)	176,390
	401(k) Plan	91,893	6,900	(30,898)	67,895
G. David Delaney	U.S. Pension Plan	224,636	14,041	(27,935)	210,742
	U.S. Supplemental Plan	143,207	61,093	(23,911)	180,388
	401(k) Plan	1,311,861	6,900	(643,357)	675,404

For additional information about the Canadian Pension Plan, the Canadian Supplemental Plan, the U.S. Pension Plan, the U.S. Supplemental Plan, the Savings Plan and the 401(k) Plan, see “Compensation Discussion and Analysis – Post-Retirement and Termination Compensation”.

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 2008. 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”.

	William J.Doyle($)	Wayne R. Brownlee($)	James F. Dietz($)	Barbara Jane Irwin($)	G. David Delaney($)
Involuntary Termination/Termination Without Cause	2,329,728	1,646,650	618,148	94,982	403,547
Salary/Severance	911,619	763,530	290,673	94,982	403,547
Supplemental Plan (1)(2)	1,399,251	883,120	327,475	0	0
Executive Health & Welfare Benefits	18,858	0	0	0	0
Termination Following Change in Control	31,073,051	12,461,447	7,494,748	3,433,514	3,742,079
Salary/Severance	8,291,000	3,053,200	290,673	94,982	403,547
Stock Options (Accelerated) (3)	21,332,140	7,876,939	6,876,600	3,338,532	3,338,532
Supplemental Plan (1)(2)	1,399,251	1,531,308	327,475	0	0
Executive Health & Welfare Benefits	50,660	0	0	0	0
Tax Gross-up	0	0	0	0	0
Retirement	22,721,391	8,760,059	7,204,075	3,338,532	3,338,532
Stock Options (36 Month Continued Vesting)(3)	21,322,140	7,876,939	6,876,600	3,338,532	3,338,532
Supplemental Plan (1)(2)	1,399,251	883,120	327,475	0	0

(1)	Supplemental Plan refers to the Canadian Supplemental Plan for Mr. Doyle and Mr. Brownlee and to the U.S. Supplemental Plan for Mr. Dietz, Ms. Irwin and Mr. Delaney. The Supplemental Plan benefits set forth for each Named Executive Officer reflect the incremental value of benefits for each termination event that exceeds the present value of benefits set forth in the “Pension Benefits” table above.
(2)	As of December 31, 2008, Ms. Irwin was age 53 and ineligible to receive benefits under the U.S. Supplemental Plan, and Mr. Delaney was age 48 and ineligible to receive benefits under the U.S. Supplemental Plan. No benefits are payable if the participant is not at least age 55 at termination.
(3)	The aggregate value of Mr. Brownlee’s stock options was converted to U.S. dollars using the December 31, 2008 Canadian exchange rate of 1.2246.

Payments Made Upon Involuntary Termination or Termination Without Cause

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) benefits under the Canadian or U.S. Supplemental Plan, as reduced in accordance with the plan’s early retirement provisions and (3) 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) 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 (3) with respect to Mr. Doyle, executive health and 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) and (2) 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 become exercisable upon a change in control without regard to whether the Named Executive Officer is terminated.

Payments Made Upon Retirement

As quantified in the table above, upon retirement, a Named Executive Officer is generally entitled to receive (1) the right to exercise any vested performance options, including such options that may vest after retirement, for a period of three years and (2) 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, 2008 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 ($)
		Year End	Age 65	Year End	Age 65	Year End	Age 65
Canadian/U.S	Annual	808,035	1,400,500	340,736	746,737	150,703	198,045
Pension Plan	Aggregate	12,151,501	18,293,143	5,377,243	9,753,785	540,573	1,855,182
Savings/	Annual	24,394	65,425	6,849	31,060	28,365	47,693
401(k) Plan	Aggregate	366,851	854,573	108,085	405,701	342,281	446,761
Total	Annual	832,429	1,465,925	347,585	777,797	179,068	245,738
	Aggregate	2,518,352	19,147,716	5,485,328	10,159,486	882,854	2,301,944
		Barbara Jane Irwin ($)		G. David Delaney ($)
		Year End	Age 65	Year End	Age 65
Canadian/U.S	Annual	73,588	233,369	144,550	476,036
Pension Plan	Aggregate	142,198	2,186,080	332,267	4,459,251
Savings/	Annual	5,521	38,329	72,408	243,729
401(k) Plan	Aggregate	67,895	359,044	675,404	2,283,121
Total	Annual	79,109	271,698	216,958	719,765
	Aggregate	210,093	2,545,124	1,007,671	4,742,371

Payments Made Upon Death or Disability

Generally, death or disability does not result in incremental value. 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.

Medium-Term Incentive Plan

In addition to the benefits described and quantified above, upon certain termination events, a Named Executive Officer would have been entitled to receive immediate vesting and payout or a pro rata portion of the performance period’s Medium-Term Incentive Plan award. The performance period for the Medium-Term Incentive Plan ended on December 31, 2008. Accordingly, this termination benefit would not have resulted in incremental value if the Named Executive Officer had been terminated on December 31, 2008.