Potash Corporation of Saskatchewan Inc. - John Hampton

Healthy Crops...and More

Potash Corporation of Saskatchewan Inc. (PCS) is the world's largest potash (potassium) producer by capacity and ranks in the top three producers of nitrogen and phosphate. Farmers around the globe rely on fertilizer products manufactured from these essential nutrients to grow healthy crops.

PCS is not just about fertilizer. Phosphate is also used to manufacture animal feed supplements and purified phosphoric acid is used in food and beverage products, metal treatment, detergents and electronics. Ammonia produced from nitrogen is upgraded into urea (used in fertilizers, feed supplements, adhesives, particle board and plywood), nitrogen solutions (for fertilizers and water treatment), nitric acid (to manufacture fertilizers, synthetic fibers, plastic and metal treatments) and ammonium nitrate used in mining.

North America is PCS' largest market, but the growing economies of developing countries hold promise of growth for tomorrow.

A strong showing in the nitrogen division coupled with solid offshore potash sales and natural gas hedging has boosted PCS' earnings in the first three quarters of 2000. Average nitrogen prices have risen more than 40 per cent over the third quarter of 1999. The result is a 30 per cent increase in share value since the beginning of the year.

The Company: PCS employs over 5,000 people in Canada, the US, Trinidad, Chile and Brazil. The head office is located in Saskatoon, and US operations are headquartered in Chicago. Production facilities are located throughout Canada and in the US, Trinidad, Chile and Brazil.

PCS was formed by the Saskatchewan government in 1975, and acquired over 40 per cent of Canada's potash output across the country during the following three years. The company went public in 1989, and is listed today on the Toronto and New York Stock Exchanges.

PCS' strategy for growth is acquisition-based. In 1990, the company took over Saskterra, the only Saskatchewan potash producer that did not market through Canpotex, Saskatchewan's export sales agency for potash producers. Next came the purchase of Florida Favorite Fertilizer in 1992.

A goal of diversification drove the acquisitions of Texasgulf, Inc. and of the Agricultural Products Division of Occidental Chemical in 1995, marking PCS' entry into the phosphate market. Further diversification occurred in 1997 with the takeover of Arcadian Corporation, a producer of nitrogen.

Recent growth has been on the worldwide scene, with the acquisition and development of operations in Chile and Brazil in 2000. In 1998, PCS acquired a 9 per cent interest in Israel Chemicals, a producer of potash, phosphate and bromine products.

Title: Senior Vice-President, General Counsel and Secretary

Age: 46

Principal Outside Counsel: Securities matters and major commercial transactions are handled by Stikeman, Elliott (Toronto and Ottawa) and Cleary Gottlieb, Steen & Hamilton in the US, while Jones, Day, Reavis & Pogue assists with environmental matters. Trade and regulatory issues are handled by Washington, D.C.'s Arent Fox Kintner Plotkin & Kahn, PLLC.

Improving In-House And Outside Counsel: In-house lawyers need a clear understanding of their advisory role and contribution to the success of the business. This leads to a necessity to measure and report on the law department's specific contributions. Law firms must work better, cheaper and faster. Costs must be carefully controlled without sacrificing quality.

The Law Department: Two lawyers (including John) work out of the head office in Saskatoon. The make-up of the legal team was altered significantly with the closure of the PCS Nitrogen and PCS Phosphate administrative offices in Tennessee and North Carolina, and the opening of new US corporate offices in Chicago in early 2000. Only two of the existing five US lawyers chose to make the move, resulting in the hire of two new lawyers. PCS has an opening for a fifth lawyer for the US. There is also one lawyer in Trinidad.

Litigation: Ranges from routine commercial litigation to class action suits in anti-trust and environmental matters. Nitrogen produced by Arcadian Corporation (forerunner to PCS' Nitrogen Division) was alleged to have been used to manufacture the World Trade Centre bomb. The action against PCS was dismissed. There is a dramatic difference in litigiousness between Canada and the US.

Commercial Transactions: Market concentration levels pose a challenge. PCS is always on the look-out for new acquisition targets. Recent additions to the PCS family include potassium nitrate facilities in Chile and the buy-out of a joint venture for the production of purified phosphate acid used in a variety of applications. PCS recently partnered with Corridor Resources Inc. in a joint venture for production of natural gas discovered near its potash mine in New Brunswick.

Management Challenge: Earlier this year, PCS consolidated its US-based phosphate and nitrogen operations, and consolidated the US corporate offices in Chicago. As previously noted, only two of the legal counsel elected to make the move, resulting in loss of some major talent with 20 years experience in the phosphate operations. John's major focus this year has been on building a strong legal team with counsel in two locations (Saskatoon and Chicago). Risk management and prevention are also key.

Style: John is a collegial consensus-builder. He is particularly proud of his ability to mesh the provision of legal services with a practical understanding of business realities. He encourages his team to look at the big picture and not to " over-lawyer ", while keeping in mind to get it right.

Career: John received his law degree from the University of Saskatchewan in 1981. He began his career in private practice with the former law firm of Prosser Goldenberg in Saskatoon. In 1983 he entered the political scene as Executive Assistant to the Honorable Ray Hnatyshyn, Member of Parliament, and remained with him as Special and Executive Assistant following Mr. Hnatyshyn's appointment as Government House Leader, President of the Privy Council and Minister of Justice in the Mulroney government. He returned to Saskatoon in 1986 to join the law firm of Robertson Stromberg. Two years later, in 1988, he joined PCS as Vice-President, General Counsel and Secretary. He was promoted to his present position of Senior Vice-President in 1995. Most recently John completed the Columbia Business School Senior Executive Program in 1997.

Family: Married to Grace Frank, with two children, Ruth (age 7) and William (age 9).

Relaxing: Most of John's free time is devoted to activities with his children. He also enjoys collecting antiques.

Lori D. Brazier, LL.B., M.B.A. and Richard G. Stock, M.A. FCIS, C.ADM., CMC, are partners with Catalyst Consulting, a national consulting firm serving law firms, corporate law departments and users of legal services. Catalyst Consulting has been designated the Preferred Supplier for Legal Services Consulting by both the CBA and the Canadian Corporate Counsel Association.