Compensation

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

Members of the Compensation Committee for 2008

Role of the Compensation Committee

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 "Report of the Compensation Committee and Compensation Committee Responsibilities and Procedures" 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.

Compensation Discussion and Analysis

The Corporation's executive compensation consists of six main elements: base salary, short-term incentives, performance units, performance stock options, pension 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 "Compensation Discussion and Analysis" 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.