SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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þ		Preliminary Proxy Statement
o		Definitive Proxy Statement
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o		Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

The Andersons, Inc.

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THE ANDERSONS, INC.
480 West Dussel Drive
Maumee, Ohio 43537

March 20, 2008

Dear Shareholder:

          You are cordially invited to attend the Annual Meeting of shareholders that will be held on Friday, May 9, 2008, at 8:00 a.m., local time, at The Andersons’ Headquarters Building, 480 West Dussel Drive, Maumee, Ohio 43537.

          This booklet includes the formal notice of the meeting and the proxy statement. The proxy statement tells you more about the meeting agenda, and how to vote your proxy and procedures for the meeting. It also describes how the board operates and gives you information about our director candidates. A form of proxy for voting at the meeting and our 2007 annual report to shareholders are also included with this booklet.

          It is important that your shares are represented and voted at the Annual Meeting, regardless of the size of your holdings. I urge you to vote your proxy as soon as possible so that your shares may be represented at the meeting. If you attend the Annual Meeting, you may revoke your proxy in writing and vote your shares in person, if you wish.

          I look forward to seeing you on May 9^th.

THE ANDERSONS, INC.
480 West Dussel Drive
Maumee, Ohio 43537

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date:		May 9, 2008
Time:		8:00 A.M., Local Time
Place:		The Andersons’ Headquarters Building
		480 West Dussel Drive
		Maumee, Ohio 43537

Matters to be voted upon:

	1.		The election of eleven directors to hold office for a one-year term.
	2.		The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2008.
	3.		The approval of an amendment to the Company’s 2005 Long-Term Performance Compensation Plan.
	4.		The approval of an amendment to the Company’s Articles of Incorporation in order to authorize 50,000,000 additional Common Shares.
	5.		Any other matters that may properly come before the Annual Meeting and any adjournments or postponements thereof.

Holders of record of The Andersons, Inc. Common Shares as of the close of business on March 12, 2008 will be entitled to vote at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting in person and regardless of the number of shares you own, please vote your shares by proxy, either by mailing the enclosed proxy card or, by telephone or via the Internet. If you attend the Annual Meeting, you may revoke your proxy in writing and vote your shares in person, if you wish.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 9, 2008

The Proxy Statement and Annual Report to Shareholders with Form 10K is available at www.edocumentview.com/ANDE

Contents

		Page
Introduction
This Proxy Solicitation			1
The Annual Meeting			1
Common Shares Outstanding			2
Notice of Internet Availability of Proxy Materials			2
Voting
How to Vote Your Shares			2
How to Revoke Your Proxy			3
Voting at the Annual Meeting			3
The Board’s Recommendations			3
Votes Required to Approve Each Item			3
Where to Find Voting Results			3
Proposals
Election of Directors			4
Certain Relationships, Legal Proceedings and Related Party Transactions			6
Approval of Independent Registered Public Accounting Firm			6
Approval of an Amendment to Increase Number of Shares of Authorized Stock			7
Approval of an Amendment to the Company’s 2005 Long-Term Performance Compensation Plan			7
Other Business			7
Board of Directors
Board Meetings and Committees			7
Code of Ethics			9
Audit Committee Report			9
Appointment of Independent Registered Public Accounting Firm
Independent Registered Public Accounting Firm			10
Audit and Other Fees			10
Policy on Audit Committee Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm			11
Proposal Regarding Amendment to Increase Number of Shares of Authorized Stock			11
Proposal Regarding Amended 2005 Long-Term Performance Compensation Plan			13
Share Ownership
Shares Owned by Directors and Executive Officers			16
Share Ownership of Certain Beneficial Owners			17
Compliance with Section 16(a) of the Securities Exchange Act of 1934			17
Executive Compensation
Compensation Committee Report			18
Compensation Discussion and Analysis
•General Principles and Procedures			18
•2007 Executive Compensation Components			19
Director Compensation			35
Other Information
Shareholders Proposals for 2009 Annual Meeting			37
Additional Information			37
Appendix A – Amended Articles of Incorporation			38
Appendix B – Amended 2005 Long-Term Performance Compensation Plan			39

THE ANDERSONS, INC.
480 West Dussel Drive
Maumee, Ohio 43537

PROXY STATEMENT

Annual Meeting of Shareholders
May 9, 2008

Introduction

     The Board of Directors is soliciting your proxy to encourage your participation in the voting at the Annual Meeting and to obtain your support on each of the proposals described in this proxy statement. You are invited to attend the Annual Meeting and vote your shares directly. However, even if you do not attend, you may vote by proxy, which allows you to direct another person to vote your shares at the meeting on your behalf. This proxy is being mailed to shareholders on or about March 24, 2008.

This Proxy Solicitation

     Included in this package are, among other things, the proxy card and this proxy statement. The proxy card and the identification number on it are the means by which you authorize another person to vote your shares in accordance with your instructions.

     This proxy statement provides you with information about the proposals and about The Andersons, Inc. (the “Company”) that you may find useful in deciding how to vote with respect to each of the proposals. After this introduction, you will find the following seven sections:

	•		Voting
	•		Proposals
	•		Board of Directors
	•		Appointment of Independent Registered Public Accounting Firm
	•		Proposal Regarding Amendment to the 2005 Long-Term Compensation Plan
	•		Proposal Regarding Amendment to Increase the Number of Shares of Authorized Stock
	•		Share Ownership
	•		Executive Compensation
	•		Other Information

The Annual Meeting

     As shown on the Notice of Annual Meeting, the Annual Meeting will be held on Friday, May 9, 2008 at 8:00 a.m., local time, at The Andersons’ Headquarters Building in Maumee, Ohio. The Company’s Code of Regulations requires that a majority of our Common Shares be represented at the Annual Meeting, either in person or by proxy, in order to transact business.

     Abstentions and broker non-votes (proxies held in street name by brokers that are not voted on all proposals) will be treated as present for purposes of determining whether a majority of our Common Shares is represented.

     There were no shareholder proposals submitted for the 2008 Annual Meeting. We must receive any shareholder proposals for the 2009 Annual Meeting at our principal offices in Maumee, Ohio by December 31, 2008.

Common Shares Outstanding

     On March 12, 2008, The Andersons, Inc. had issued and outstanding 18,086,154 shares of common stock.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 9, 2008

     The proxy statement and Annual Report to Shareholders with Form 10K is available at www.edocumentview/ANDE.

Voting

     You are entitled to one vote at the Annual Meeting for each Common Share of The Andersons, Inc. that you owned of record as of the close of business on March 12, 2008.

How to Vote Your Shares

     You may vote your shares at the Annual Meeting by proxy or in person. Even if you plan to attend the meeting, we urge you to vote in advance. If your shares are recorded in your name, you may cast your vote in one of these four ways:

	•		Vote by telephone: You can vote by phone at any time by calling the toll-free number (for residents of the U.S.) listed on your proxy card. To vote, enter the control number listed on your proxy card and follow the simple recorded instructions. If you vote by phone, you do not need to return your proxy card.
	•		Vote by mail: If you choose to vote by mail, simply mark your proxy card, and then date, sign and return it in the postage-paid envelope provided.
	•		Vote via the Internet: You can vote via the Internet by accessing the following website – www.investorvote.com. Follow the simple instructions and be prepared to enter the code listed on your proxy card. If you vote via the Internet, you do not need to return your proxy card.
	•		Vote in person at the Annual Meeting.

     Shareholders who hold their shares beneficially in street name through a nominee (such as a bank or a broker) may be able to vote by telephone or the Internet, as well as by mail. You should follow the instructions you receive from your nominee to vote these shares.

     When you vote by proxy, the shares you hold will be voted in accordance with your instructions. Your proxy vote will direct the designated persons (known as “proxies”) to vote your shares at the Annual Meeting in accordance with your instructions. The Board has designated Matthew C. Anderson, Naran U. Burchinow and Dale W. Fallat to serve as the proxies for the Annual Meeting.

How to Revoke Your Proxy

You may revoke your proxy at any time before it is exercised by any of the following means:

	•		Notifying Naran U. Burchinow, our Corporate Secretary, in writing prior to the Annual Meeting;
	•		Submitting a later dated proxy card, telephone vote; or internet vote or
	•		Attending the Annual Meeting and revoking your proxy in writing. Your attendance at the Annual Meeting will not, by itself, revoke a proxy.

Voting at the Annual Meeting

     Your shares will be voted at the meeting as directed by the instructions on your proxy card or voting instructions if: (1) you are entitled to vote, (2) your proxy was properly executed, (3) we received your proxy prior to the Annual Meeting and (4) you did not validly revoke your proxy prior to the meeting.

The Board’s Recommendations

     If you send a properly executed proxy without specific voting instructions, the designated proxies will vote your shares for the election of the nominated directors, for the ratification of the independent registered public accounting firm, for the Amended 2005 Long-Term Performance Compensation Plan and for the Amendment to increase the number of shares of authorized stock.

Votes Required to Approve Each Item

     The Company’s Code of Regulations also states that the nominees for director receiving the greatest number of votes shall be elected. Therefore, abstentions and broker non-votes will not count as a vote for or against the election of directors.

     The ratification of the independent registered public accounting firm requires a majority of the Common Shares present and eligible to vote. A broker non-vote or abstention will count as a vote against this proposal.

     The approval of the Amended 2005 Long-Term Performance Compensation Plan requires a majority of the common shares present and eligible to vote. A broker non-vote or abstention will count as a vote against this proposal.

     The approval of the Amended Articles of Incorporation to increase the number of shares of authorized stock requires an affirmative vote of the holders of not less than two-thirds (2/3) of the outstanding Common Shares. A broker non-vote or abstention will count as a vote against this proposal.

Where to Find Voting Results

     We will announce the voting results at the Annual Meeting and will publish the voting results in the Company’s Form 10-Q for the second quarter ended June 30, 2008. We will file that Form 10-Q with the Securities and Exchange Commission in August 2008.

Proposals

     The Governance / Nominating Committee and the Board, including all independent directors, have nominated eleven directors each for a one-year term. The Audit Committee has hired and the Board has approved PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2008 and recommends that you vote for their ratification. The Board has approved the Amended 2005

Long-Term Performance Compensation Plan and the Amended Articles of Incorporation to increase the number of shares of authorized stock and recommends that you vote for each of these amendments.

Election of Directors

     The Board of Directors is currently comprised of eleven directors. The Governance / Nominating Committee and Board of Directors have nominated and recommend the election of each of the eleven nominees listed below Each Director that is elected will serve until the next Annual Meeting or until their earlier removal or resignation. Each of the nominees listed is currently a Director of the Company with the exception of Ross W. Manire, described below. John F. Barrett, a director of the Company since 1992, has declined to stand for re-election. The Board of Directors expects all nominees named below to be available for election. In case any nominee is not available, the proxy holders may vote for a substitute, unless the Board of Directors reduces the number of directors as provided for in the Company’s Code of Regulations.

     Directors will be elected at the Annual Meeting by a plurality of the votes cast at the Annual Meeting by the holders of shares represented in person or by proxy. There is no right to cumulative voting as to any matter, including the election of directors.

     The following is a brief biography of each nominee. Information as to their ownership of the Common Shares can be found in the “Share Ownership” section at page 16. All information provided is current as of March 12, 2008, the record date for shareholders entitled to vote at the Annual Meeting.

						Principal Occupation, Business Experience		Director
Name		Age				and Other Directorships		Since
Michael J. Anderson			56			President and Chief Executive Officer since January 1999, President and Chief Operating Officer from 1996 through 1998, Vice President and General Manager of the Retail Group from 1994 until 1996 and Vice President and General Manager Grain Group from 1990 through 1994. Chairman of Interstate Bakeries Corporation. Director of FirstEnergy Corp.		1988
Richard P. Anderson			78			Chairman of the Board since 1996, Chief Executive Officer from 1987 to 1998, Managing Partner from 1984 to 1987, general partner and member of Managing Committee from 1947 to 1987.		1987
Catherine M. Kilbane			44			Senior Vice President, General Counsel and Secretary of American Greetings Corporation since 2003. Prior to that a partner with the Cleveland law firm of Baker & Hostetler LLP.		2007

						Principal Occupation, Business Experience		Director
Name		Age				and Other Directorships		Since
Robert J. King, Jr.			52			Senior Managing Director, Financial Stocks, Inc. since 2006. Formerly Managing Director, Western Reserve Partners LLC, Regional President of Fifth Third Bank from 2002 through 2004 and Chairman, President and Chief Executive Officer of Fifth Third Bank (Northeastern Ohio) from 1997 through 2002. Director of Shiloh Industries, Inc. and MTD Holdings, Inc.		2005
Paul M. Kraus			75			Of counsel to the Toledo, Ohio law firm of Marshall & Melhorn, LLC, member since 1962.		1988
Ross W. Manire			56			Chairman and Chief Executive Officer of ExteNet Systems, Inc. since 2002. Served as President, Enclosure Systems Division of Flextronics International from 2000 to 2002. Prior to that held senior management positions at Chatham Technologies, Inc., and 3Com Corporation. Former Partner at Ridge Capital Corporation and Ernst and Young. Director of Zebra Technologies Corporation and Eagle Test Systems, Inc.		n/a
Donald L. Mennel			61			President and Treasurer of The Mennel Milling Company since 1984. Served as a member of the Federal Grain Inspection Service Advisory Board and a past chairman of the Eastern Soft Wheat Technical Board.		1998
David L. Nichols			66			Past President and Chief Operating Officer of Macy’s South, a division of Macy’s, Inc. from 2000 through 2005, previously Chairman and Chief Executive Officer of Mercantile Stores, Inc. Director of R. G. Barry Corporation. Past director of the Federal Reserve Bank, Cleveland, Ohio.		1995
Sidney A. Ribeau			60			President of Bowling Green State University since 1995. Previously Vice President for Academic Affairs at California State Polytechnic University, Pomona, California. Director of Worthington Industries, Inc. and Convergys Corp., Inc.		1997
Charles A. Sullivan			72			Past Chairman of the Board and former Chief Executive Officer of Interstate Bakeries Corporation. Past director of UMB Bank of Kansas City, Missouri. Advisory director of Plaza Belmont, LLC.		1996
Jacqueline F. Woods			60			Retired President of Ameritech Ohio (subsequently renamed AT&T Ohio). Director of The Timken Company and School Specialty, Inc.		1999

Certain Relationships, Legal Proceedings and Related Party Transactions

     Richard P. Anderson and Paul M. Kraus are brothers-in-law. Michael J. Anderson is a nephew of Richard P. Anderson and Paul M. Kraus.

     Certain Real Estate Transactions In 2006, the Company had elected to divest itself of certain real estate which it had owned since its incorporation by selling it as residential homesites. A committee of the independent Directors supervised the disposition process, and was advised by their independent counsel and real estate advisors that local zoning laws and prevailing land uses made sale of the parcels as residential properties the most practical and easily disposable use of the properties. An offer to purchase a parcel at appraised value was received from Daniel T. Anderson, President of the Retail Group and son of Richard P. Anderson, director, and accepted by the Company. That sale transaction closed in 2007.

     The Company believes that the sale was on terms no less favorable to the Company than a sale made to unaffiliated persons.

     Certain Transactions with Charitable Foundation The Company contributes a portion of its earnings to charities and The Anderson Foundation (the “Foundation”), a 501(c)(3) charitable foundation established by the Anderson family. Richard P. Anderson is a trustee of The Anderson Foundation, together with other relatives and Dale Fallat, an officer of the Company. The Foundation was not created by the Company, nor does the Company have a formal role in its governance. For 2007, the Foundation received contributions of $3.3 million from the Company in the form of common shares of CBOT Holdings, Inc.

     Director Medical Insurance – Richard P. Anderson and Paul M. Kraus receive medical coverage consistent with retirees of the Company. Richard P. Anderson is a recent retiree. Paul M. Kraus is the spouse of Carol Anderson Kraus – one of the original general partners of the partnership which was the predecessor entity to the Company. As such, Ms. Kraus (and thereby Paul M. Kraus) had been given the option to participate in the Company’s retiree medical plan. Each pay a portion of the premium cost consistent with other retirees of the Company.

     Review and Approval of Transactions with Related Persons The Governance / Nominating Committee is charged with the review of any transactions with related persons. They may utilize outside legal counsel or the Company’s general counsel to provide opinions as to the appropriateness of any potential related party transaction. All directors and officers complete annual questionnaires regarding their stockholdings and transactions which may possibly be regarded as involving related parties. In considering any matter, the Governance/Nominating Committee will consider the terms of the Company’s Standards of Business Conduct, which directors and officers also commit to observe.

     The Board of Directors recommends a vote FOR the election of the eleven directors as presented.

Approval of Independent Registered Public Accounting Firm

     The Audit Committee has hired and the Board of Directors has approved PricewaterhouseCoopers LLP as our independent registered public accounting firm to audit the financial statements of the Company for fiscal year 2008.

     If the shareholders do not ratify this appointment by a majority of the shares represented in person or by proxy at the Annual Meeting, the Audit Committee will consider other independent registered public accounting firms.

     The Board of Directors recommends a vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm.

Approval of an Amendment to the Company’s Articles of Incorporation

     The Board of Directors presents to shareholders a proposal to amend the Company’s Restated and Amended Articles of Incorporation to increase the number of authorized Common Shares from 25,000,000 to 75,000,000.

Approval of an Amendment to the Company’s 2005 Long-Term Performance Compensation Plan

     The Board of Directors presents to shareholders a proposal to amend The Andersons, Inc. 2005 Long-Term Performance Compensation Plan (the “Plan”). You are being asked to approve an amendment to the Plan that will increase the number of Common Shares available for grant by 500,000 to 1,326,000. This 2005 Plan was approved by shareholders at the 2005 Annual Meeting and replaced a similar plan that had been in place since 1996.

Other Business

     At the date of this Proxy Statement, we have no knowledge of any business other than the proposals described above that will be presented at the Annual Meeting. If any other business should properly come before the Annual Meeting, the proxies will be voted on at the discretion of the proxy holders.

Board of Directors

Committees of the Board

Governance /

Name

Board

Audit

Compensation

Nominating

Finance

Michael J. Anderson

X

Richard P. Anderson

C

John F. Barrett (1)

X

X

Catherine M. Kilbane

X

X

Robert J. King, Jr.

X

X

C

Paul M. Kraus

X

Ross W. Manire

X

X

Donald L. Mennel

X

C

X

David L. Nichols

X

X

X

Sidney A. Ribeau

X

C

X

Charles A. Sullivan

X

X

C

Jacqueline F. Woods

X

X

X

X

Board Meetings and Committees

     The Board of Directors held five regular meetings in 2007. Each director attended 75% or more of the 2007 meetings of the Board of Directors and committees on which each such director serves, except for Catherine Kilbane who was first appointed to the Board at its October 2007 meeting and Ross Manire who is being nominated for election at the May 2008 Annual Meeting. Each of the Board members, except John

Barrett, Ross Manire and Catherine Kilbane, attended the 2007 Annual Shareholders Meeting. John Barrett and Sidney Ribeau attended two of the three Compensation Committee meetings and Sidney Ribeau attended one of two Governance / Nominating Committee meetings. Charters for each of the following Committees are available at www.andersonsinc.com under Corporate Governance within the Investor Relations section of the website.

     Audit Committee: The Audit Committee is comprised of four independent members and, among other duties, appoints the independent registered public accounting firm, reviews the internal audit and external financial reporting of the Company, reviews the scope of the independent audit and considers comments by the independent registered public accounting firm regarding internal controls and accounting procedures and management’s response to those comments. The Audit Committee held four regular meetings in 2007 and one special meeting.

     The Board has determined that Donald L. Mennel, the Chairman of the Audit Committee, is an “audit committee financial expert” as defined in the federal securities laws. All members of the Audit Committee are independent as defined in the NASDAQ Corporate Governance Standards for Listed Companies.

     Compensation Committee: The Compensation Committee, comprised solely of four independent directors, reviews the recommendations of the Company’s Chief Executive Officer and Vice President, Human Resources as to the appropriate compensation that includes base salaries, short-term and long-term compensation, and benefits of the Company’s officers (other than the Chief Executive Officer) and determines the compensation of such officers and the Company’s Chief Executive Officer for the ensuing year. In addition, under the Company’s 2005 Long-Term Performance Compensation Plan, the Compensation Committee reviews, approves and recommends to the Board of Directors grants of equity-based compensation to all participants and reviews and approves the “Compensation Discussion and Analysis” appearing in this proxy statement on page 21. The Compensation Committee met three times during 2007. All members of the Compensation Committee are independent as defined in the NASDAQ Corporate Governance Standards for Listed Companies.

     Finance Committee: The Finance Committee is comprised of four independent directors and is charged with monitoring and overseeing the Company’s financial resources, strategies and risks, especially those that are long-term in nature. The Committee was created by resolution of the Board in its October 2007 meeting and held its first meetings in January, 2008. All members of the Finance Committee are independent as defined in the NASDAQ Corporate Governance Standards for Listed Companies.

     Governance / Nominating Committee: The Governance / Nominating Committee is comprised solely of four independent directors. This Committee met twice in 2007. The Committee recommends to the Board actions to be taken regarding its structure, organization and functioning, selects and reviews candidates to be nominated to the Board, reports to the Board regarding the qualifications of such candidates, and recommends a slate of directors to be submitted to the shareholders for approval and conducts regular meetings of the independent directors without management being present. The Governance / Nominating Committee recommended the election to the Board of each nominee named in this proxy statement. The charter for the Governance / Nominating Committee is available at the Company’s website www.andersonsinc.com. All members of the Governance / Nominating Committee are independent as defined in the NASDAQ Corporate Governance Standards for Listed Companies.

     It is the policy of the Governance / Nominating Committee to consider for nomination as a director any person whose name is submitted by a shareholder, provided that the submission is made prior to December 31 of the year that precedes the next annual meeting of shareholders and provided that the person is willing to be considered as a candidate.

     Each candidate for director is evaluated on the basis of his or her ability to contribute expertise to the businesses and services in which the Company engages, to conduct himself or herself in accordance with the Company’s Statement of Principles, and to contribute to the mission and greater good of the Company.

The candidate’s particular expertise, as well as existing Board expertise, is taken into consideration. A candidate’s “independence,” as defined by applicable laws, and the Board’s ratio of independent to non-independent directors is also taken into consideration. Qualifications and specific qualities or skills considered necessary for one or more of the directors to possess include, but are not limited to, the following:

	•		Able to serve for a reasonable period of time
	•		Multi-business background preferred
	•		Successful career in business preferred
	•		Active vs. retired preferred
	•		Audit Committee membership potential
	•		Strategic thinker
	•		Leader / manager
	•		Agribusiness background, domestic and international
	•		Transportation background
	•		Retail background
	•		Brand marketing exposure

     Submission of names by shareholders is to be made to the Secretary of the Company, at the Company’s Maumee, Ohio address. The Secretary, in turn, submits the names to the Chair of the Governance / Nominating Committee.

     Lead Director: Charles A. Sullivan serves as Lead Director. The Lead Director chairs meetings of the independent directors, approves board meeting agendas, has the authority to call meetings of the independent directors and serves as a liaison with the Chairman.

     Executive Sessions of the Board: Our independent directors meet in executive session at each Board meeting. Our Lead Director chairs these executive sessions.

     Shareholder Communications to Board: Shareholders may send communications to the Board by writing any of its officers at the Company’s Maumee, Ohio address or by calling any officer at 419-893-5050 or 800-537-3370. All shareholder communications intended for the Board will be forwarded to the Board members. Shareholders may also obtain additional information about the Company at the Company’s website (www.andersonsinc.com).

Code of Ethics

     The Company has Standards of Business Conduct that apply to all employees, including the principal executive officer, principal financial officer and the principal accounting officer. These Standards of Business Conduct are available on the Company’s website (www.andersonsinc.com). The Company intends to post amendments to or waivers, if any, from its Standards of Business Conduct as relates to the Company’s chief executive officer, principal financial officer or principal accounting officer on its website.

Audit Committee Report

     The Audit Committee of The Andersons, Inc. Board of Directors is comprised of four independent directors and operates under a written charter. The Audit Committee appoints, establishes fees to, pre-approves non-audit services provided by, and evaluates the performance of, the Company’s independent registered public accounting firm. The Audit Committee’s appointment of the Company’s independent registered public accounting firm is presented to the shareholders in the annual proxy statement for ratification.

     Management is responsible for the Company’s internal controls, financial reporting process and compliance with laws and regulations and ethical business standards. The Company’s independent registered public accounting firm is responsible for performing an audit of the consolidated financial statements of the Company in accordance with standards established by the Public Company Accounting Oversight Board (PCAOB) and for issuing their reports. The Audit Committee is responsible for monitoring and overseeing these processes.

     In this context, the Audit Committee has met and held discussions with management, the Company’s internal audit manager and the independent registered public accounting firm. Management represented to the Audit Committee that the consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management, the Company’s internal audit manager and the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees) and reviewed all material written communications between the independent registered public accounting firm and management.

     The Company’s independent registered public accounting firm also provided to the Audit Committee the written disclosures required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the Audit Committee discussed with the independent registered public accounting firm that firm’s independence.

     The Audit Committee has also reviewed the services provided by the independent registered public accounting firm (as disclosed below under the caption “Audit and Other Fees”) when considering their independence.

     Based upon the Audit Committee’s discussion with management and the independent registered public accounting firm and the Audit Committee’s review of the representations of management and the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission.

AUDIT COMMITTEE
Donald L. Mennel (chair), David L. Nichols, Charles A. Sullivan, Catherine M. Kilbane

Appointment of Independent Registered Public Accounting Firm

Independent Registered Public Accounting Firm

     PricewaterhouseCoopers LLP (“PwC”) served as the Company’s independent registered public accounting firm for the year ended December 31, 2007. The Audit Committee has appointed PwC as the independent registered public accounting firm of the Company for the year ending December 31, 2008.

     Representatives from PricewaterhouseCoopers LLP are expected to attend the meeting. They will have an opportunity to make a statement at the meeting if they desire to do so and are expected to be available to respond to questions.

Audit and Other Fees

     During 2007, PwC not only acted as the Company’s independent registered public accounting firm but also rendered other services to the Company. The following table sets forth the aggregate fees billed by

PwC for audit and tax related services related to 2007 and 2006 and for other services billed in the most recent two years:

Fees		2007				2006
Audit (1)		$	1,465,994			$	1,619,118
Audit-related			—				—
Tax (2)			115,945				120,412
Other (3)			1,500				1,500
Total		$	1,583,439			$	1,741,030

     In accordance with the Securities and Exchange Commission’s rules issued pursuant to the Sarbanes-Oxley Act of 2002 which require, among other things, that the Audit Committee pre-approve all audit and non-audit services provided by the Company’s independent registered public accounting firm, the Audit Committee has adopted a formal policy on auditor independence requiring the approval by the Audit Committee of all professional services rendered by the Company’s independent registered public accounting firm. Under this policy, the Audit Committee specifically pre-approves at the beginning of each fiscal year all audit and audit-related services to be provided by the independent registered public accounting firm during that fiscal year within a general budget. The Audit Committee is updated as to the actual billings for these items on a quarterly basis.

     Tax and all other services that are permitted to be performed by the independent registered public accounting firm, but could also be performed by other service providers, require specific pre-approval by the Audit Committee after considering other bids and the impact of these services on auditor independence. If the Audit Committee pre-approves services in these categories by the independent registered public accounting firm, the Audit Committee is updated on a quarterly basis as to the actual fees billed under each project.

     Since May 6, 2003, 100% of the tax and other fees were pre-approved by the Audit Committee. All fees noted above were for full-time, permanent employees of PricewaterhouseCoopers LLP.

Proposal Regarding Amendment to Increase Number of Shares of Authorized Stock

     By resolution dated February 22, 2008, the Board of Directors adopted a resolution declaring it advisable to amend subsection (a) of Article Fourth of the Company’s Restated and Amended Articles of Incorporation to increase by 50,000,000 the aggregate number of shares of common stock, no par value (“Common Stock”), that the Company has the authority to issue to an aggregate 75,000,000 shares which, when added to the 1,000,000 shares of preferred stock, no par value (“Preferred Stock”) which the Company is currently authorized to issue, shall bring the total number of the Company’s authorized shares to 76,000,000 shares. The 1,000,000 shares of Preferred Stock which the Company is authorized to issue will remain unchanged. The proposed revised subsection (a) of Article Fourth of the Company’s Restated and

Amended Articles of Incorporation is set forth as Appendix A to this Proxy Statement. The Board of Directors directed that the amendment be submitted for consideration by the stockholders at the Annual Meeting.

     As of March 12, 2008, the issued and outstanding shares of stock of the Company were as follows: 18,031,778 shares of Common Stock and zero shares of Preferred Stock. In addition, as of the same date, approximately 83,000 shares of Common Stock have been reserved for issuance under the Company’s Long Term Compensation Plan before the proposed amendment included herein.

     The additional Common Stock would be a part of the existing class of Common Stock and, if and when issued, would have the same rights and privileges as the shares of Common Stock presently issued and outstanding. The holders of the Common Stock of the Company are not entitled to preemptive rights or cumulative voting. Accordingly, the issuance of additional shares of Common Stock might dilute, under certain circumstances, the ownership and voting rights of the Company’s stockholders. The increase in the number of authorized shares may possibly be used in anti-takeover actions. While the authorization of additional shares might have such an effect, the Board of Directors does not intend or view the proposed increase in authorized shares as an anti-takeover measure.

     The authorized shares of Common Stock in excess of those presently outstanding will be available for issuance at such times and for such purposes as the Board of Directors may deem advisable without further action by the Company’s stockholders, except as may be required by applicable laws or regulations, including stock exchange rules. The Board of Directors believes that it is in the best interests of the Company and its stockholders to have additional shares of Common Stock authorized which would be available for issuance for stock dividends, stock splits, retirement of indebtedness, employee benefit programs, corporate business combinations, acquisitions, debt leverage management, working capital or other corporate purposes. The Board of Directors believes the current number of authorized and unissued common shares available for issuance is too limited to allow prompt or flexible action by the Board if and when needed. The Board does not intend to issue any stock except for reasons and on terms which the Board deems to be in the best interests of the Company. Because the holders of the Common Stock do not have preemptive rights, the issuance of Common Stock (other than on a pro rata basis to all current stockholders) would reduce the current stockholders’ proportionate interests. However, in any such event, stockholders wishing to maintain their interests may be able to do so through normal market purchases. There are no currently issued shares of Preferred Stock, and no change is being made to any right of any prospective holder of Preferred Stock.

Vote Required

     The Board of Directors unanimously recommends a vote FOR the proposal to amend the Company’s Restated and Amended Articles of Incorporation to increase the aggregate number of shares of stock Common Stock that the Company is authorized to issue.

     Proxies will be so voted unless stockholders specify otherwise in their proxies. The affirmative vote of holders of two-thirds of the outstanding shares of Common Stock is required for approval of this proposal. Consequently, abstentions and broker non-votes will have the same effect as votes against the proposal. If the proposed amendment is approved by the stockholders, it will become effective upon the acceptance for record of the Article of Amendment with the Secretary of State of Ohio, which will occur as soon as reasonably practicable after approval.

Proposal Regarding Amended 2005 Long-Term Performance Compensation Plan

Purpose

     The primary purpose of the Amended 2005 Long-Term Performance Compensation Plan (the “Plan”), originally adopted in May 2005, is to provide competitive long-term compensation to participants in order to align their interest with the Company’s shareholders through share ownership and investment in the Company, and to encourage long-term growth in shareholder value through the achievement of specified financial objectives. The Company’s management believes that the Company’s future success and profitability will depend in large measure on its ability to continue to attract, retain and motivate highly qualified individuals. In order to do this, an effective compensation policy for these individuals must include not only a competitive annual salary and bonus, but also long-term incentives linked to growth in shareholder value and corporate performance.

Proposed Amendment

     You are being asked to approve an amendment to the Plan that would increase the number of Common Shares available to be issued under the Plan from 826,000 to 1,326,000. There are no other changes to the Plan as previously adopted.

          The Board of Directors has approved the amendment at its February 22, 2008 meeting and recommends that each shareholder vote FOR its approval. The approval of the amendment requires a majority of the common shares present and eligible to vote. A broker non-vote or abstention will count as a vote against this proposal.

Terms of the Amended 2005 Long-Term Performance Compensation Plan

     The Amended 2005 Long-Term Performance Compensation Plan is set forth in its entirety in Appendix B to this Proxy Statement. The following is a summary of the principal features of the Plan.

General terms

     Officers and key employees, as well as non-employee directors, are eligible to receive non-qualified stock options, incentive stock options, stock only stock appreciation rights (“SOSARs”), restricted shares, performance share units (“PSUs”) and/or other cash or Common Share performance awards. The Compensation Committee and the Board of Directors approves participant eligibility criteria, as well as the form of award (cash or Common Shares), the type, amount and the award terms.

     Vesting of options, SOSARs, PSUs and restricted shares is set forth in the award agreement and is established by the Committee. Generally, a participant’s rights and interests in an award are not transferable except by will or in certain other specified situations. For all awards, expiration is immediate if termination was for cause. If termination occurs due to death, disability, retirement, sale of specific business unit or change in control, there are specific vesting provisions as described in the plan.

     The Plan will terminate on May 6, 2015. Termination will not affect the right of any Participant to receive awards previously granted.

     Following are key provisions of the awards described in the Plan:

     Options

	•		May include non-qualified and incentive stock options.
	•		The option price will be at least equal to the market price at the date of grant.
	•		No participant may receive options to purchase more than 150,000 Common Shares in one year.

•

The Compensation Committee or the Board of Directors will determine vesting period and term of the option, as well as method of payment for the option price.

Stock Only Stock Appreciation Rights (SOSAR)

	•		SOSARs are rights to receive a number of Common Shares, based upon the appreciation in the fair market value of the Common Shares over a specified period as determined by the Compensation Committee or the Board of Directors.
	•		Grant price will be at least equal to fair market value on date of grant.
	•		Value payable upon exercise is equal to the fair market value at the exercise date minus the grant price and shall only be payable in Common Shares.
	•		The Compensation Committee or the Board of Directors will determine vesting period and term of the SOSAR.

Performance Share Units (PSUs)

	•		PSUs are awards granting the right to receive Common Shares, as determined by the degree to which specified performance objectives have been achieved during a performance period.
	•		The vesting of a PSU award will be based on threshold and target objectives as determined by the Compensation Committee or the Board of Directors
	•		Payment of a vested PSU award will be made within 75 days after the end of a calendar year in which the PSU becomes vested. Payment of a PSU is in the form of Common Shares and cannot be paid out in cash.
	•		PSUs have no shareholder rights during the performance period, however, equivalent dividends may be made through the grant of additional PSUs.

Restricted Shares

	•		Restricted shares are Common Shares that include one or more restrictions, most commonly a restriction on sale. Restricted shares may be awarded from time to time by the Compensation committee or the Board of Directors to participants on a contingency basis.
	•		Restricted shares allow their holder to receive dividends and vote on shareholder matters.
	•		Upon the lapse of the restriction, fully transferable Common Shares will be issued.
	•		The Compensation Committee or the Board of Directors determines the vesting provisions and schedule for each restricted share award.

Benefits under the Amended 2005 Long-Term Performance Compensation Plan

     The following table sets forth the amount of SOSARs and PSUs that were granted under the Plan in 2007.

						Performance Share Units /
Name and Position		SOSARs				Restricted Shares
Michael J. Anderson, President and Chief Executive Officer			25,700				5,150
Richard R. George, Vice President, Controller and CIO			2,800				560
Gary L. Smith, Vice President, Finance and Treasurer			2,800				560
Dennis S. Addis, President, Plant Nutrient Group			7,770				1,500
Harold M. Reed, President, Grain and Ethanol Group			10,000				1,900
Rasesh H. Shah, President, Rail Group			11,000				2,100
Executive group			78,970				15,640
Non-executive director group			29,700				—
Non-executive officer employee group			48,575				14,520

Equity Plans

The following table gives information as of December 31, 2007 about the Company’s Common Shares that may be issued upon the exercise of options under all of its existing equity compensation plans.

Equity Compensation Plan Information

(a)

Number of securities remaining

Number of securities to

Weighted-average

available for future issuance

be issued upon exercise

exercise price of

under equity compensation plans

of outstanding options,

outstanding options,

(excluding securities reflected in

Plan category

warrants and rights

warrants and rights

column (a))

Equity compensation plans approved by security holders

1,118,143

(1)

$

25.57

782,176

(2)

Share Ownership

Shares Owned by Directors and Executive Officers

     This table indicates the number of Common Shares beneficially owned as of February 29, 2008. The table displays this information for the directors and executive officers as a group, for each director individually and for the Named Executive Officers (as defined hereafter).

		Amount and Nature of Shares Beneficially
		Owned as of February 29, 2008
						Aggregate Number Of
		SOSARs /				Shares Beneficially				Percent of
Name		Options (a)				Owned				Class (b)
Dennis J. Addis			36,000				37,734	(c)				*
Michael J. Anderson			122,000				305,539	(d)			2.36	%
Richard P. Anderson			38,000				443,660	(e)			2.67	%
John F. Barrett			10,200				34,057					*
Richard R. George			13,000				32,829	(h)				*
Catherine M. Kilbane			1,000				371					*
Robert J. King Jr.			2,000				1,000					*
Paul M. Kraus			10,200				140,060	(f)				*
Ross W. Manire			—				—					*
Donald L. Mennel			10,200				32,776					*
David L. Nichols			—				16,996					*
Harold M. Reed			40,000				43,566					*
Sidney A. Ribeau			13,814				17,472					*
Rasesh H. Shah			37,500				51,309					*
Gary L. Smith			6,200				14,186					*
Charles A. Sullivan			10,200				47,075	(g)				*
Jacqueline F. Woods			10,200				13,154					*
All directors and executive officers as a group (22 persons)			415,020				1,507,342				10.42	%

Share Ownership of Certain Beneficial Owners

		Name and Address of		Amount and Nature of
Title of Class		Beneficial Owner		Beneficial Ownership		Percent of Class
Common Shares		Advisory Research, Inc.		1,346,176		7.52%
		180 North Stetson Street
		Suite 5500
		Chicago, Illinois 60601
Common Shares		Capital Research Global		1,647,000		9.20%
		Investors
		333 South Hope Street
		Los Angeles, California 90071

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires executive officers and directors to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission. In addition, persons that are not executive officers or directors but who beneficially own more than ten percent of Common Shares, must also report under Section 16(a). Copies of all Section 16(a) forms filed by officers, directors and greater-than-10% owners are required to be provided to the Company.

     We have reviewed the reports and written representations from the executive officers and directors. Based on our review, we believe that all filing requirements were met during 2007, except for the following:

•

The following directors filed a late Form 4 for the March 1, 2007 grant of SOSARs made by the Company:

	•		Richard P Anderson
	•		Paul M. Kraus
	•		Sidney A. Ribeau
	•		John F. Barrett
	•		Donald L. Mennel
	•		Charles A. Sullivan
	•		Robert J. King, Jr.
	•		David L. Nichols
	•		Jacqueline F. Woods

•

The following officers filed a late Form 4 for the March 1, 2007 grant of SOSARs and PSUs made by the Company:

	•		Dennis J. Addis
	•		Phillip C. Fox
	•		Rasesh H. Shah
	•		Daniel T. Anderson
	•		Charles E. Gallagher
	•		Gary L. Smith
	•		Michael J. Anderson
	•		Richard R. George
	•		Thomas L. Waggoner
	•		Naran U. Burchinow
	•		Harold M. Reed

	•		John F. Barrett filed a late Form 4 for a December 2007 gift of Common Shares.
	•		Rasesh H. Shah, Gary L, Smith and Phillip C. Fox each filed a late Form 4 for shares they purchased through the Company’s Employee Share Purchase Plan on January 1, 2007.
	•		Harold M. Reed filed a late Form 4 for the gift of 25 shares in March 8, 2007.
	•		Richard P. Anderson filed a late Form 4 for the sale of 20,000 shares on August 13, 2007.

Executive Compensation

Compensation Committee Report

     The Compensation Committee has reviewed with management the Compensation Discussion and Analysis which follows, and recommends to the Board of Directors of The Andersons, Inc. that it be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2007.

Compensation Discussion and Analysis

General Principles and Procedures

Compensation Committee’s Role and Responsibilities

     The Compensation Committee, which is composed solely of independent directors, reviews all aspects of cash and long-term incentive compensation for executive officers and makes recommendations to the Board. The President and CEO along with the Vice President, Human Resources make initial recommendations to the Compensation Committee and participate in Compensation Committee discussions. The Compensation Committee then makes recommendations related to the compensation provided to executive officers (including the Named Executive Officers (“NEOs”)) to the Board of Directors for their approval. Management has retained Findley Davies, an independent human resource consulting, actuarial, and administrative services firm based in Toledo, Ohio to assist in the design and development of its compensation policies. Management also retained the Hay Group, global management consultants headquartered in Philadelphia, Pennsylvania, to perform evaluations of executive positions and for benchmark competitive data.

     The Compensation Committee does not currently engage consultants or advisors that are independent from those engaged by management.

Rewarding Performance and Achieving Objectives

     Our compensation plans and policies are structured to achieve the following goals:

•		Compensation should reflect a balanced mix of short- and long-term components.
•		Short-term cash compensation (which is both base pay and bonuses) should be based on annual Company, business unit and individual performance.
•		Long-term equity compensation should encourage achievement of the Company’s long-term performance goals and align the interests of executives with shareholders.
•		Executives should build and maintain appropriate levels of Company stock ownership so their interests continue to be aligned with the Company’s shareholders.
•		Compensation levels should be sufficient to attract and retain highly qualified employees.
•		Compensation should reflect individual performance and responsibilities.

The Components of Our Compensation.

     All NEOs are employed at will and have the same general compensation components, which are:

•		Base salary, paid in cash;
•		Bonuses or “short-term incentive compensation,” paid in cash; and
•		Equity or “long-term incentive compensation,” paid in the form of equity grants as discussed below.

     The combined base salary and short-term incentive compensation may be called the Company’s Total Cash Compensation. Total Cash Compensation combined with long-term incentive compensation may be called Total Direct Compensation. Each component is described in greater detail below.

2007 Executive Compensation Components

Benchmarking

     For all salaried positions, including our NEOs, we compare our compensation to that of other companies annually. We use the Compensation Planning and Executive Compensation Surveys, an annual study of U.S. businesses, produced by the Hay Group, for such comparisons. Specifically for the majority of salaried positions from entry level to executive levels, we compare ourselves to a cross-section of U.S. industrial companies selected from the Hay Group survey’s list of participants. For years prior to 2007, selected companies had annual revenues under $1 billion. For 2007, we expanded this index to companies with annual revenues under $1.5 billion and supplemental data gathered from Hay, Findley-Davies and proxy statements to support the findings. For 2008 and future years, we have created an index of 137 companies, with average revenue of approximately $1.8 billion. In each year, we utilized an index of companies whose average revenues were lower than the Company’s revenues for the same period. We felt that our commodities-based business created revenue figures that overstated our true peer size, and we sought to avoid the upward compensation pressure that an index of companies with larger revenue might create. The 2008 index includes representation from a broad range of industries similar to those that we compete in, such as manufacturing, chemicals, energy, food / beverage / tobacco, retail, wholesale, and transportation, among others. For the CEO, we also utilized information from the proxy reports of a peer group of 22 companies selected based on financial criteria that were comparable to our own. In addition to sales and industry, we considered net income, total assets, market capitalization and return metrics including return on revenue, assets and equity. In addition to meeting the financial criteria, some companies were selected based on having a business model similar to ours (i.e., operations in multiple industries).

     Our current pay strategy is to have Total Direct Compensation on a par with the median of our competitive benchmark if annually established target levels of pre-tax income performance at the Company and business segment level are achieved. We set base salaries below the 50^th percentile and use short and long-term incentive pay to bring the NEOs, Total Direct Compensation to the 50^th percentile when target performance levels are reached. Performance above target allows an NEO to exceed the 50^th percentile. For the CEO, an average of the 25^th percentile and 50^th percentile from the two peer groups described above are used to develop a target range for Total Cash and Total Direct Compensation. We believe this approach strikes a balance between the broader Hay peer group information used for lower levels of the company with CEO information from organizations that are more precisely aligned with us in terms of the criteria described above.

Base Pay

     For the base pay of NEOs, we target the middle of a range between the 25^th and 50^th percentiles of our competitive benchmark. The base pay of our CEO is targeted at the 25^th percentile.

     Following is 2007 base salary and the dollar and percentage change from 2006 base salaries. A change in pay cycle occurred in early 2006 that resulted in a one-time 5 day pay deferral into the following year. This had the impact of reducing the 2006 base salary by approximately 3.8% for all NEOs. In the following table, the pay cycle change impact on 2006 salary had the effect of overstating the year to year increase into 2007.

		Base Salary
		2007				2006				% increase
Michael J. Anderson		$	462,692			$	415,385				11.4	%
Richard R. George		$	200,077			$	184,616				8.4	%
Gary L. Smith		$	200,077			$	184,616				8.4	%
Dennis J. Addis		$	238,077			$	221,154				7.7	%
Harold M. Reed		$	240,000			$	230,769				4.0	%
Rasesh H. Shah		$	262,115			$	240,385				9.0	%

Bonus, Performance Targets & Thresholds

     We believe that our cash bonus plan (which we call the Management Performance Plan or MPP) encourages sound investment decisions, prudent asset management and profitable segment and Company performance.

     The Management Performance Plan requires the setting of annual income “thresholds” and “targets” for each of the Company’s five business groups (Grain & Ethanol, Rail, Plant Nutrient, Retail and Turf & Specialty), and the total Company “thresholds” are levels of income that must be achieved before any MPP payment is earned, and produce minimum levels of MPP payments. “Targets” are the levels of income at which the resulting MPP payment will equal the targeted competitive level of compensation discussed above under Benchmarking. We attempt to set threshold levels so that a minimum MPP payment will normally be earned absent poor performance or unusually difficult or unexpected adverse business conditions. We generally expect that threshold levels will be achieved by all or nearly all our executives annually. Targets are set to provide targeted compensation in the case of good performance. We generally expect a majority our executives to achieve target, although it would not be uncommon for one or more executives to fail to achieve target. Each executive’s MPP payments are based on achieving threshold and targets for both their individual business group, as well as for the total Company.

     The development of targets begins with pretax income objectives for various types of on- and off-balance sheet assets employed in each business unit — working capital, property, plant & equipment, leased facilities and equipment, and equity investments in affiliates. By multiplying a business’ asset book balance by our target returns on investment, we produce an initial pretax “formula” in order to calculate target and threshold objectives. Business groups that have a significant amount of service fees are also required to return half of their budgeted amount. Each business unit’s formula target and threshold is adjusted for corporate-level expenses and non-income producing assets. Other qualitative adjustments to the calculated formula consider the market value of income producing assets and longer-term industry trends.

     Target and threshold amounts are not current year budgets or predictions (although not completely independent), but they do represent the long-term expectation of return for the business group and the Company given our level of investment in that group. We take a longer-term view of performance due to the volatile nature of several of our businesses.

     Income targets and thresholds for the coming year for each business unit are presented to the Compensation Committee in the December meeting. The Committee then makes a recommendation to the Board of Directors for its approval. All 2007 targets and thresholds were determined through this process and were approved by the Board of Directors. The targets and thresholds impacting 2007 NEO

compensation were as follows:

($000s)		Threshold				Target
Grain and Ethanol		$	15,650			$	31,300
Plant Nutrient			3,750				7,500
Rail			9,000				18,000
Company			30,000				60,000

     Our bonus plan makes cash available for bonuses to executives when the Company as a whole, or their individual business groups, achieve their income thresholds. If the Company, as a whole, or the individual business unit exceeds its threshold, the amount available for bonuses will be increased proportionately. If thresholds are not met for any component, no bonuses are earned on that component. If target income is achieved, then bonus plus base salary will approach the competitive benchmarked target level for Total Cash Compensation. If targets are exceeded, the amount available for bonuses continues to be increased proportionately, until reaching a cap of 200% of target bonus. NEOs who are group Presidents earn 70% of their bonus on their individual group performance and 30% on overall Company performance. The other NEOs earn 100% of their bonus based on Company performance. For 2007, the formula bonuses for Dennis J. Addis and Harold M. Reed reached the maximum 200% of target. Our expectation is that each business unit will, at a minimum, return at the threshold level resulting in some level of bonus. Because of the volatility in our industries, however, this is not always possible.

     The final component of our MPP includes a discretionary pool which is computed based on total Company performance which gives the CEO the ability to adjust bonuses, within parameters approved by the Compensation Committee, based on his evaluation of an individual’s performance, and other extenuating factors he deems appropriate. Once the Company’s discretionary pool amount is determined, the CEO recommends the specific amounts paid to individual NEOs to the Compensation Committee, based on his assessment of their business group and individual performance. In 2007, the aggregate discretionary payments approved by the Compensation Committee amounted to approximately 31% of the total MPP payment for all participants. This compares to 28% in 2006.

     In 2007, the Company’s pretax income after a downward adjustment for one time or unusual gains and losses exceeded our target by 65%. In 2006, our target was exceeded by 18%. The discretionary bonus availability was adjusted upwards accordingly. In each of the past four years, the Company’s performance has exceeded target resulting in above target bonuses for the Company-based component of MPP. For 2003 the Company met the threshold, but didn’t reach the target. Individual business groups for the NEOs had the following results:

		Grain & Ethanol		Plant Nutrient		Rail
2007		Exceeded target – reached maximum		Exceeded target – reached maximum		Exceeded target
2006		Exceeded target		Met threshold		Exceeded target
2005		Exceeded target		Exceeded target		Exceeded target
2004		Exceeded target		Exceeded target		Exceeded target
2003		Met threshold		Exceeded target		Met threshold

     Following are the 2007 MPP payouts as well as the increase or decrease from 2006 for each of the NEOs:

		MPP
		2007				Increase from 2006
Michael J. Anderson			550,000				150,000
Richard R. George			215,000				90,000
Gary L. Smith			215,000				80,000
Dennis J. Addis			400,000				300,000
Harold M. Reed			440,000				235,000
Rasesh H. Shah			250,000				25,000

     Because the Company’s compensation strategy for NEOs puts a significant portion of the total cash compensation at risk as part of MPP, the significant increase in bonuses is directly reflective of the significant performance improvement in the current year. Following is a graph with history that displays total bonuses and total cash (base salary plus MPP) for each of the six listed NEOs, each of whom held comparable positions over this time frame. Finally, included on the graph are diluted earnings per share. Changes in the capital structure occurred only in mid 2006 when 2.3 million additional shares (approximately 14%) were issued which further dilutes 2006 and 2007 EPS. The Company believes that its increased cash compensation for NEOs is appropriate given the close correlation with the increased diluted earnings per share over this eight year period.

     In August 2007, Rasesh Shah was granted a special discretionary bonus of $75,000 which is listed in the Summary Compensation Table based on work done to close a significant rail portfolio purchase. This bonus was approved by the Compensation Committee and was not part of the MPP program. This bonus is not included in either the table above or the chart below.

Equity Grants

     Equity is issued to our executives under the Company’s 2005 Long-Term Compensation Plan . To do this, we establish a target long-term compensation (“LTC”) amount for each executive position. We initially target long-term compensation to be an amount which, when combined with our base pay and bonus, brings the aggregate of NEO Total Direct Compensation approximately to the median levels reported in our competitive analysis described above.

     As with cash bonuses, the amount of equity granted depends upon the Company’s achievement of its target income objectives — if the Company exceeds targeted income, then the LTC for the following year will be increased. If the Company fails to achieve targeted income, then the LTC will be reduced, eventually to zero if the Company fails to achieve profitability. Target and threshold income levels used for MPP payments are also used for the LTC program. Also similar to the bonus plan, the CEO is granted the discretionary ability to further increase or reduce equity grants, subject to the approval of the Compensation Committee, based on his evaluation of an individual’s performance, and other extenuating factors he deems appropriate. The Compensation Committee approves all final equity compensation grants.

     Prior to 2006, executives were granted traditional non-qualified stock options (“NQOs”) exclusively. In 2005 we began to grant Performance Share Units (“PSUs”) in addition to NQOs and in 2006, we replaced NQOs with Stock Only Stock Appreciation Rights (“SOSARs”). The Compensation Committee established the mix of awards at 25% PSUs and 75% SOSARs from 2005 through 2007. The Compensation Committee plans to change the mix to 50% PSUs and 50% SOSARS for the March 1, 2008 grant and to change the vesting schedule for the 2008 SOSAR grants to vest 1/3 after one year, 1/3 after two years and the final 1/3 after three years. Prior SOSARs vested 100% after three years.

     SOSARs are awards paid in shares of Company stock and determined by the growth in the Company’s stock price over a period of time. SOSARs provide an economic benefit to the executive virtually identical to that of a traditional stock option, but offer some distinct advantages to both the executive and the Company. By delivering shares based on the appreciation of our stock price, fewer shares are issued than in traditional stock option plans. This results in a lower stock dilution impact than stock options. SOSARs also have the advantage of reducing the number of authorized shares required to be maintained by the Company. The current accounting treatment of SOSARs is identical to traditional NQOs. Under current tax rules, SOSARs are taxed at exercise, just like options. SOSARs also facilitate equity ownership by providing executives with built-in financing. For these reasons, we plan to continue using SOSARs instead of traditional options, assuming no significant changes to their tax and accounting treatment.

     PSUs are grants of Company stock based on the achievement of specific financial goals. Each year, a maximum number of PSUs is established for specific executive positions which are then available to be earned through financial performance. Our PSUs are earned in increments over a multi-year period by achievement of cumulative Earnings Per Share (“EPS”) targets. PSUs provide the same advantages as restricted stock in that they require fewer shares than stock options to deliver equivalent compensation. Unlike restricted stock, which requires only continued service to be earned by the executive, PSUs provide a strong performance link since shares are only delivered if performance goals are achieved. Dividends are earned on PSUs in the form of additional shares payable at the end of the performance period equivalent to the dollar value of dividends on the number of shares awarded.

     We believe the use of SOSARs and PSUs create long-term incentives that balance the goals of growing stock price, and strong Company earnings.

     The number of equity awards available to be granted is determined by dividing the adjusted LTC target dollar value by our estimate of the likely fair market value of the award on the date of grant. In 2007, the Compensation Committee approved the number of grants to be awarded on the fixed grant date of March 1 at their February 22, 2007 meeting. This grant was then approved by the entire Board of Directors on February 23, 2007 The actual exercise price is the closing price on the grant date.

     We do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. We do not grant equity to new hires on their start dates, or at any other time during the year. New non-employee members of the Board of Directors do receive SOSARs when they join the Board.

     Following is the combined fair value of the equity grants made under the 2005 Long-Term Compensation Plan and the change from the prior year for NEOs. The value below is computed in accordance with Statement of Financial Accounting Standard 123(R), “Share Based Payment,” using a Black-Scholes model and assumptions as described in Note 9 to the Company’s audited financial statements included in the Annual Report on Form 10-K, Item 8, which accompanies this proxy statement.

		LTC (Value)
		2007				Decrease from 2006
Michael J. Anderson		$	611,569				($212,164	)
Richard R. George		$	66,584				($  44,489	)
Gary L. Smith		$	66,584				($  44,489	)
Dennis J. Addis		$	182,486				($134,335	)
Harold M. Reed		$	233,570				($119,626	)
Rasesh H. Shah		$	257,350				($156,471	)

     The amount of long-term compensation granted to NEOs is also determined by the extent to which adjusted pretax income varies from target pretax income for the prior year. As described above for 2006

adjusted pretax income exceeded target by 18%. Therefore, the performance adjusted amount of target long-term compensation for each NEO position was increased by 18%. Based on specific individual performance considerations, the CEO proposed grants that modified the number of grants adjusted on the basis of corporate pretax income Our 2008 equity grants will be based on a modified approach that continues to link the size of grants to prior year adjusted pretax income results. The grants, however, will not be directly proportional to our 2007 income as a percentage of the 2007 income target. The table below shows the modified criteria for performance adjusting target long-term compensation. Our 2007 adjusted income as a percentage of target income is 163% which resulted in a 25% adjustment to target LTC.

Target LTC Performance Adjustment
Adjusted income as % of Target income		Adjustment Factor
120% and above			125	%
80% to 119%			100	%
Threshold to 79%			75	%
Break-even to Threshold			50	%
Below Break-even			0	%

     The value of our 2006 LTC grants was, we believe, unusually high due to a significant increase in share price that year. We expect that future grants will be more consistent with 2007 values.

Stock Ownership and Retention Policy

     Our Board has adopted a stock ownership and retention policy that applies to all employees who receive equity compensation. The policy is intended to align the interests of Directors, executives and other managers with the interests of the Company’s shareholders by ensuring that executives maintain significant levels of stock in the Company throughout their careers. Our policy specifies both a minimum number of shares that must be owned (the number varies by position), as well as a percentage of additional shares which must be retained as further shares are acquired under the long-term compensation plans. All participants are required to retain at least 75% of the net shares acquired through the plan until their minimum shareholding level is achieved. Thereafter, they are required to retain 25% of the future net shares which they acquire, subject to a maximum retention requirement of two times their established minimum. The current minimum shareholding requirement for the CEO is 70,000 shares, for a Group President 20,000 shares, and for a Vice President 9,000 shares. The Compensation Committee has approved a reduction in the holding requirements for participants approaching retirement. This reduction begins at two years from retirement and drops the minimum shareholding by 1/3 and by another 1/3 at one year from normal retirement age.

Impact on Executive Compensation from Restatement of Financials

     The CEO, the Vice President, Finance and Treasurer, and the Vice President, Controller and CIO (the Company has no single chief financial officer) may be required to reimburse the Company bonuses, or other incentive-based or equity-based compensation, and profits from securities sales following certain financial restatements resulting from misconduct in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002.

Post-Termination Compensation/Retirement Programs

     Our overall retirement philosophy is to provide plans that are competitive, cost effective and work together with Social Security and employee savings to provide meaningful retirement benefits. Significant changes to the retirement program became effective January 1, 2007 in order to:

•

Reduce costs within an acceptable range;

•		Reduce volatility;
•		Provide competitive benefits; and
•		Recognize competitive differences between our retail and non-retail business units.

     The changes to the non-retail retirement program included a modified benefit formula under the Defined Benefit Pension Plan and an increase in the employer matching contribution to the Retirement Savings & Investment Plan (the “401(k)”) to partially offset the change in the defined benefit formula. The retail Defined Benefit Pension Plan was frozen, effective December 31, 2006, and the employer matching contribution to the 401(k) was increased similarly to the non-retail program to partially offset the change with the defined benefit plan.

     There are four separate retirement programs:

•		Defined Benefit Pension Plan (DBPP) — provides lifetime benefit tied to compensation and years of service.
•		Supplemental Retirement Plan (SRP) — works in conjunction with DBPP to restore benefits to employees that would otherwise be lost due to statutory limitations applied to the DBPP.
•		Retirement Savings & Investment Plan (401(k)) — promotes employee savings for retirement, with Company matching on a portion of the savings.
•		Deferred Compensation Plan (DCP) — works in conjunction with the 401(k) to provide additional elective deferral opportunities to key executives.

Post-Retirement Medical Benefits

     We have a Retiree Health Care Plan that provides post-retirement medical benefits to all eligible full-time employees as of December 31, 2002. The Plan is not available to those individuals hired after January 1, 2003. There are no benefit differences under this Plan between executives and non-executives.

Post-Employment Contracts

     We have not entered into any agreements or contracts with our key management that require us to provide compensation to our CEO or other executives in the event of a termination of employment or a change in control of the Company. We have historically provided a uniform severance plan for all employees, including executives, in the event of job elimination. Certain vesting periods under our long term incentive (equity) plans may accelerate under certain termination and change of control situations, as more fully described below in “Termination / Change in Control Payments.”

Summary Compensation Table

     The table below summarizes the total compensation paid or earned by each of the NEOs for the fiscal years ended December 31, 2007 and 2006.

(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)
																										Change in
																						Non-				Pension Value
																						Equity				and
																						Incentive				Nonqualified
																						Plan				Deferred				All Other
														Stock				Option				Compen-				Compensation				Compen-
Name and						Salary				Bonus				Awards				Awards				sation				Earnings				sation				Total
Position(1)		Year				($)(2)				($)(3)				($)(4)				($)(5)				($)(6)				($)(7)				($)(8)				($)
Michael J. Anderson			2007			$	462,692			$	—			$	194,390			$	439,532			$	550,000			$	176,080			$	14,587			$	1,837,281
President and Chief			2006				415,385				—				135,969				252,443				400,000				154,814				10,920				1,369,531
Executive Officer
Richard R. George			2007				200,077				—				25,314				55,441				215,000				61,737				10,094				567,663
Vice President,			2006				184,616				—				18,345				34,440				125,000				56,989				7,627				427,017
Controller and CIO
Gary L. Smith			2007				200,077				—				25,314				45,333				215,000				96,021				10,215				591,960
Vice President,			2006				184,616				5,000				18,345				82,208				135,000				87,465				8,367				521,001
Finance and Treasurer
Dennis J. Addis			2007				238,077				—				73,269				149,654				400,000				26,220				12,391				899,611
President, Plant			2006				221,154				—				52,773				91,083				100,000				90,332				8,498				563,840
Nutrient Group
Harold M. Reed			2007				240,000				—				75,757				182,076				440,000				10,424				11,401				959,658
President, Grain &			2006				230,769				5,000				52,773				104,724				205,000				48,657				8,530				655,453
Ethanol Group
Rasesh H. Shah			2007				262,115				75,000				77,001				225,225				250,000				109,422				11,501				1,010,264
President, Rail			2006				240,385				—				52,773				135,430				225,000				125,190				8,561				787,339
Group

Grants of Plan-Based Awards

     During 2007, we granted awards to our NEOs pursuant to the 2005 Long-Term Performance Compensation Plan and our management performance program. Information with respect to each of the awards, including estimates regarding payouts during the relevant performance period under each of these awards on a grant by grant basis, is set forth below.

(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)		(j)				(k)				(l)
						Estimated Future Payouts Under												Estimated Future Payouts														All Other
						Non-Equity Incentive Plan												Under Equity Incentive Plan												All		Option								Grant
						Awards (1)												Awards(2)												Other		Awards:								Date
																														Stock		Number								Fair
																														Awards:		of				Exercise				Value of
																														Number		Securities				or Base				Stock
																														of Shares		Under-				Price of				and
				Date of										Maxi-												Maxi-				of Stock		lying				Option				Option
		Grant		Board		Threshold				Target				mum				Thres-				Target				mum				or Units		Options				Awards				Awards
Name		Date		Action		($)				($)				($)				hold (#)				(#)				(#)				(#)		(#)(3)				($)(4)				($)
Michael J. Anderson		3/1/07		2/23/07		$	81,990			$	273,300			$	546,600				515				2,575				5,150			—			25,700			$	42.300			$	611,569
Richard R. George		3/1/07		2/23/07			24,660				82,200				164,400				56				280				560			—			2,800				42.300				66,584
Gary L. Smith		3/1/07		2/23/07			24,660				82,200				164,400				56				280				560			—			2,800				42.300				66,584
Dennis J. Addis		3/1/07		2/23/07			37,530				125,100				250,200				150				750				1,500			—			7,770				42.300				182,486
Harold M. Reed		3/1/07		2/23/07			45,540				151,800				303,600				190				950				1,900			—			10,000				42.300				233,570
Rasesh H. Shah		3/1/07		2/23/07			37,530				125,100				250,200				210				1,050				2,100			—			11,000				42.300				257,350

Outstanding Equity Awards at Fiscal Year-End

     The following table summarizes equity awards granted to our NEOs that were outstanding at the end of fiscal 2007.

(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)
										Option Awards																Stock Awards
																																		Equity
																														Equity				incentive
																														incentive				plan
																														plan				awards:
																														awards:				market or
										Equity																				number of				payout
										incentive																				unearned				value of
		Number of				Number of				plan awards:												Number				Market				shares,				unearned
		securities				securities				number of												of shares				value of				units or				shares,
		underlying				underlying				securities												or units				shares or				other				units or
		un-				unexercised				underlying												of stock				units of				rights that				other
		exercised				options (#)				unexercised				Option				Option				that have				stock that				have not				rights that
		options (#)				unexercisable				unearned				exercise				expiration				not				have not				vested				have not
Name		exercisable				(1)				options (#)				price ($)				date				vested				vested ($)				(#)(2)				vested ($)
Michael J. Anderson			20,000				—				—			$	5.0000				1/1/2012				—				—				—				—
			57,000				—				—			$	7.9835				1/1/2009				—				—				—				—
			60,000				—				—			$	15.5000				4/1/2010				—				—				—				—
			—				44,000				—			$	39.1150				4/1/2011				—				—				—				—
			—				25,700				—			$	42.3000				4/1/2012				—				—				—				—
			—				—				—				—				—				—				—				10,080			$	451,584
			—				—				—				—				—				—				—				7,420			$	332,416
			—				—				—				—				—				—				—				5,150			$	230,720
Richard R. George			9,600				—				—			$	7.9835				1/1/2009				—				—				—				—
			8,200				—				—			$	15.5000				4/1/2010				—				—				—				—
			—				6,000				—			$	39.1150				4/1/2011				—				—				—				—
			—				2,800				—			$	42.3000				4/1/2012				—				—				—				—
			—				—				—				—				—				—				—				1,400			$	62,720
			—				—				—				—				—				—				—				980			$	43,904
			—				—				—				—				—				—				—				560			$	25,088
Gary L. Smith			8,200				—				—			$	15.5000				4/1/2010				—				—				—				—
			—				6,000				—			$	39.1150				4/1/2011				—				—				—				—
			—				2,800				—			$	42.3000				4/1/2012				—				—				—				—
			—				—				—				—				—				—				—				1,400			$	62,720
			—				—				—				—				—				—				—				980			$	43,904
			—				—				—				—				—				—				—				560			$	25,088
Dennis J. Addis			15,000				—				—			$	7.9835				1/1/2009				—				—				—				—
			21,000				—				—			$	15.5000				4/1/2010				—				—				—				—
			—				16,000				—			$	39.1150				4/1/2011				—				—				—				—
			—				7,770				—			$	42.3000				4/1/2012				—				—				—				—
			—				—				—				—				—				—				—				3,420			$	153,216
			—				—				—				—				—				—				—				3,140			$	140,672
			—				—				—				—				—				—				—				1,500			$	67,200
Harold M. Reed			19,000				—				—			$	7.9835				1/1/2009				—				—				—				—
			21,000				—				—			$	15.5000				4/1/2010				—				—				—				—
			—				19,000				—			$	39.1150				4/1/2011				—				—				—				—
			—				10,000				—			$	42.3000				4/1/2012				—				—				—				—
			—				—				—				—				—				—				—				3,420			$	153,216
			—				—				—				—				—				—				—				3,140			$	140,672
			—				—				—				—				—				—				—				1,900			$	85,120
Rasesh H. Shah			12,500				—				—			$	7.9835				1/1/2009				—				—				—				—
			25,000				—				—			$	15.5000				4/1/2010				—				—				—				—
			—				24,000				—			$	39.1150				4/1/2011				—				—				—				—
			—				11,000				—			$	42.3000				4/1/2012				—				—				—				—
			—				—				—				—				—				—				—				3,420			$	153,216
			—				—				—				—				—				—				—				3,140			$	140,672
			—				—				—				—				—				—				—				2,100			$	94,080