SC 14D9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement Under

Section 14(d)(4) of the Securities Exchange Act of 1934

Potash Corporation of Saskatchewan Inc.

(Name of Subject Company)

Potash Corporation of Saskatchewan Inc.

(Name of Persons Filing Statement)

Common Shares, no par value

(Title of Class of Securities)

73755L107

(CUSIP Number of Class of Securities)

William J. Doyle
President and Chief Executive Officer
Potash Corporation of Saskatchewan Inc.
122 – 1st Avenue South, Suite 500
Saskatoon, Saskatchewan, Canada S7K 7G3
(306) 933-8500

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications on Behalf of the Persons Filing Statement)

Copies to:

Robert A. Profusek
Philip S. Stamatakos
Jones Day
222 East 41st Street
New York, New York 10017
(212) 326-3939 William Braithwaite
Stikeman Elliott
5300 Commerce Court West
199 Bay Street
Toronto, Ontario, Canada M5L 1B9
(416) 869-5500

o   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS

	Item 1. Subject Company Information.
	Item 2. Identity and Background of Filing Person.
	Item 3. Past Contacts, Transactions, Negotiations and Agreements.
	Item 4. The Solicitation or Recommendation.
	Item 5. Persons/Assets, Retained, Employed, Compensated or Used.
	Item 6. Interest in Securities of the Subject Company.
	Item 7. Purpose of the Transaction and Plans or Proposals.
	Item 8. Additional Information.
	Item 9. Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-(a)(1)
EX-(a)(7)
EX-(a)(8)
EX-(e)(1)

This Solicitation/Recommendation Statement on Schedule 14D-9 (the “Statement”) relates to the offer (the “BHP Offer”) by BHP Billiton Development 2 (Canada) Limited (“BHP”), a corporation organized under the laws of Canada and a wholly owned indirect subsidiary of BHP Billiton Plc, to purchase all of the issued and outstanding common shares, no par value (the “Common Shares”), of Potash Corporation of Saskatchewan Inc., a corporation organized under the laws of Canada (“PotashCorp” or the “Company”), together with the associated common stock purchase rights. In connection with the BHP Offer, the Company’s Board of Directors has prepared a directors’ circular (the “Directors’ Circular”) pursuant to applicable securities laws in Canada. The Directors’ Circular, which will be mailed to the Company’s shareholders, is filed as Exhibit (a)(1) to this Statement and is incorporated herein by reference in its entirety.

The BHP Offer is described in the Tender Offer Statement on Schedule TO, dated August 20, 2010 (as amended or supplemented from time to time, the “Schedule TO”), filed with the Securities and Exchange Commission (the “SEC”) and in the related Offer to Purchase and Circular, dated August 20, 2010 (as amended or supplemented from time to time, the “Offer to Purchase”), Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”) and Notice of Guaranteed Delivery (as amended or supplemented from time to time, the “Notice of Guaranteed Delivery” and, together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal, the “Offer Documents”). The information herein relating to BHP and the BHP Offer has been derived from the Offer Documents. The Company does not assume any responsibility for the accuracy or completeness of such information.

Item 1.   Subject Company Information.

(a) The name of the subject company is Potash Corporation of Saskatchewan Inc., a corporation organized under the laws of Canada. The address of the Company’s principal executive offices is 122 — 1st Avenue South, Suite 500, Saskatoon, Saskatchewan, Canada S7K 7G3, and the telephone number at such offices is (306) 933-8500.

(b) The class of equity securities to which this Statement relates is the Company’s common shares, no par value. As of August 23, 2010, 296,904,455 Common Shares were issued and outstanding. As of August 23, 2010, there were 12,170,024 options to purchase Common Shares outstanding under the Company’s stock option plans.

Item 2.   Identity and Background of Filing Person.

(a) The filing person is the subject company. The name, business address and telephone number of the Company are set forth under Item 1 above, which information is incorporated herein by reference.

(d) This Statement relates to the BHP Offer, which is described in the Offer Documents. Upon the terms and subject to the conditions set forth in the Offer Documents, BHP is offering to purchase all of the issued and outstanding Common Shares at a purchase price of US$130 per Common Share.

According to the Offer Documents, BHP’s registered office is located at 550 Burrard Street, Vancouver, BC Canada V6C 0A3, and its telephone number at such registered office is (604) 631-3131.

Item 3.   Past Contacts, Transactions, Negotiations and Agreements.

(d) The information set forth in the Directors’ Circular under the headings “Ownership of Securities of PotashCorp”, “Issuances of Securities of PotashCorp”, “Arrangements between PotashCorp and its Directors and Officers”, “Ownership of Securities of BHP”, “Interest of Directors and Officers in Material Transactions of the Offeror” and “Schedule D — Issuances of Securities of PotashCorp” is incorporated herein by reference. In addition, the information set forth on pages 5 through 19 (“Board of Directors”), page 29 (“Equity Compensation Plan Information”); pages 36 through 70 (“Compensation”); and page 72 (“Directors’ and Officers’ Liability Insurance”) of the Company’s Management Proxy Circular, dated February 19, 2010, which was sent to the Company’s shareholders in connection with the Company’s 2010 Annual Meeting of Shareholders, is filed as Exhibit (e)(1) to this Statement and is incorporated herein by reference.

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Item 4.   The Solicitation or Recommendation.

(a)   Solicitation/Recommendation.

The information set forth in the Directors’ Circular under the headings “Questions and Answers about the Inadequate BHP Offer”, “Summary — Directors’ Recommendation”, “Summary — Rejection of the BHP Offer”, “Directors’ Recommendation”, “Conclusion and Recommendation”, “Rejection of the BHP Offer”, “Background to the BHP Offer and Response of PotashCorp” and “How to Withdraw Your Deposited Common Shares” is incorporated herein by reference.

(b)   Reasons for the Recommendation.

The information set forth in the Directors’ Circular under the headings “ Questions and Answers about the Inadequate BHP Offer”, “Summary — Reasons for the Recommendation”, “Analysis and Reasons for the PotashCorp Board’s Conclusion and Recommendation”, “Background to the BHP Offer and Response of PotashCorp” and “Opinions of the Financial Advisors” is incorporated herein by reference.

(c)   Intent to Tender.

To the knowledge of the Company after making reasonable inquiry, no director, executive officer, affiliate or subsidiary of the Company intends to tender any Common Shares held of record or beneficially owned by such person pursuant to the BHP Offer. The information set forth in the Directors’ Circular under the headings “Summary — Intention of Directors and Officers with respect to the BHP Offer” and “Intention of Directors and Officers with respect to the BHP Offer” is incorporated herein by reference.

Item 5.   Persons/Assets, Retained, Employed, Compensated or Used.

(a) The information set forth in the Directors’ Circular under the headings “Background to the BHP Offer and Response of PotashCorp”, “Opinions of the Financial Advisors” and “Persons or Assets Employed, Compensated or Used” is incorporated herein by reference.

Item 6.   Interest in Securities of the Subject Company.

(b) Except as set forth or incorporated by reference in this Statement, to the knowledge of the Company, no transactions in the Common Shares have been effected during the past 60 days by the Company or any executive officer, director, affiliate or subsidiary of the Company. The information set forth in the Directors’ Circular under the headings “Trading in Securities of PotashCorp”, “Issuances of Securities of PotashCorp” and “Schedule D — Issuances of Securities of PotashCorp” is incorporated herein by reference.

Item 7.   Purpose of the Transaction and Plans or Proposals.

(d) The information set forth in the Directors’ Circular under the headings “Background to the BHP Offer and Response of PotashCorp”, “Other Transactions” and “Other Information — Shareholder Rights Plan and Issuance of Share Purchase Rights” is incorporated herein by reference.

Item 8.   Additional Information.

(b) The information set forth in the Directors’ Circular under the headings “Forward-Looking Statements”, “Use of Certain Non-GAAP Measures”, “Availability of Disclosure Documents”, “Opinions of the Financial Advisors”, “Material Changes in the Affairs of PotashCorp”, “Regulatory Matters”, “Other Information”, “Statutory Rights”, “Schedule A — Opinion of Merrill Lynch Canada Inc.”, “Schedule B — Opinion of Goldman, Sachs & Co.”, and “Schedule C — Opinion of RBC Capital Markets” is incorporated herein by reference.

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Item 9.   Exhibits.

Exhibit
No.		Description
	(a)(1)	Directors’ Circular, dated August 23, 2010.
	(a)(2)	News release issued by PotashCorp on August 17, 2010 (incorporated by reference to Exhibit 99.1 of PotashCorp’s Schedule 14D-9C filed with the SEC on August 18, 2010).
	(a)(3)	PotashCorp investor presentation (incorporated by reference to Exhibit 99.2 of PotashCorp’s Schedule 14D-9C filed with the SEC on August 18, 2010).
	(a)(4)	Transcript of PotashCorp conference call held on August 17, 2010 (incorporated by reference to Exhibit 99.3 of PotashCorp’s Schedule 14D-9C filed with the SEC on August 18, 2010).
	(a)(5)	Statement, dated August 20, 2010, issued by PotashCorp (incorporated by reference to Exhibit 99.1 of PotashCorp’s Schedule 14D-9C filed with the SEC on August 20, 2010).
	(a)(6)	Letter to PotashCorp employees (incorporated by reference to Exhibit 99.2 of PotashCorp’s Schedule 14D-9C filed with the SEC on August 20, 2010).
	(a)(7)	Letter to PotashCorp shareholders, dated August 23, 2010.
	(a)(8)	News release issued by PotashCorp on August 23, 2010.
	(e)(1)	Excerpts from PotashCorp’s Management Proxy Circular dated February 19, 2010 relating to PotashCorp’s 2010 Annual Meeting of Shareholders.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

POTASH CORPORATION OF
SASKATCHEWAN INC.

By:  /s/  Joseph Podwika

Name:     Joseph Podwika

Title:  Senior Vice President, General Counsel

and Secretary

Dated: August 23, 2010

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EXHIBIT INDEX

Exhibit
No.		Description
	(a)(1)	Directors’ Circular, dated August 23, 2010.
	(a)(2)	News release issued by PotashCorp on August 17, 2010 (incorporated by reference to Exhibit 99.1 of PotashCorp’s Schedule 14D-9C filed with the SEC on August 18, 2010).
	(a)(3)	PotashCorp investor presentation (incorporated by reference to Exhibit 99.2 of PotashCorp’s Schedule 14D-9C filed with the SEC on August 18, 2010).
	(a)(4)	Transcript of PotashCorp conference call held on August 17, 2010 (incorporated by reference to Exhibit 99.3 of PotashCorp’s Schedule 14D-9C filed with the SEC on August 18, 2010).
	(a)(5)	Statement, dated August 20, 2010, issued by PotashCorp (incorporated by reference to Exhibit 99.1 of PotashCorp’s Schedule 14D-9C filed with the SEC on August 20, 2010).
	(a)(6)	Letter to PotashCorp employees (incorporated by reference to Exhibit 99.2 of PotashCorp’s Schedule 14D-9C filed with the SEC on August 20, 2010).
	(a)(7)	Letter to PotashCorp shareholders, dated August 23, 2010.
	(a)(8)	News release issued by PotashCorp on August 23, 2010.
	(e)(1)	Excerpts from PotashCorp’s Management Proxy Circular dated February 19, 2010 relating to PotashCorp’s 2010 Annual Meeting of Shareholders.

EX-99.A.1

Exhibit (a)(1)

This document is important and requires your immediate attention. If you are in doubt as to how to respond to the BHP Offer described in this Directors’ Circular, you should consult with your investment dealer, stockbroker, bank manager, lawyer or other professional advisor.

DIRECTORS’ CIRCULAR

RECOMMENDING

REJECTION

OF THE OFFER BY

BHP BILLITON DEVELOPMENT 2 (CANADA) LIMITED

a wholly-owned indirect subsidiary of

BHP Billiton Plc

TO PURCHASE ALL OF THE COMMON SHARES OF

POTASH CORPORATION OF SASKATCHEWAN INC.

FOR US$130 IN CASH PER SHARE

RECOMMENDATION TO SHAREHOLDERS

The Board of Directors of PotashCorp UNANIMOUSLY Recommends that

Shareholders REJECT the BHP Offer and NOT TENDERtheir Common Shares.

Any Shareholder who has tendered his or her Common Shares to the BHP Offer should

WITHDRAW those Common Shares.

Notice to United States Securityholders:

The BHP Offer to which this Directors’ Circular relates is made for the securities of a Canadian issuer. The enforcement by investors of civil liabilities under United States federal securities law may be affected adversely by the fact that the issuer is located in a foreign country and that some of its officers and directors are residents of a foreign country.

August 23, 2010

QUESTIONS AND ANSWERS ABOUT THE INADEQUATE BHP OFFER

Capitalized terms used but not defined herein have the meanings ascribed thereto in the Directors’ Circular.

Should I accept or reject the BHP Offer?

The PotashCorp Board UNANIMOUSLY recommends that Shareholders REJECT the BHP Offer and NOT TENDER their Common Shares. Each of the directors and officers of PotashCorp ARE NOT tendering their Common Shares to the BHP Offer, which the PotashCorp Board views as offering wholly-inadequate consideration to Shareholders.

How do I reject the BHP Offer?

You do not need to do anything. DO NOT tender your Common Shares.

Can I withdraw my Common Shares if I have already tendered?

YES. According to the BHP Circular, you can withdraw your Common Shares:

(a)	at any time until your Common Shares have been taken up by BHP;
(b)	if your Common Shares have not been paid for by BHP within three business days after having been taken up by BHP; and
(c)	in certain other circumstances described under “How to Withdraw your Deposited Common Shares” in this Directors’ Circular.

How do I withdraw my Common Shares?

PotashCorp recommends you contact your broker, or Georgeson or Innisfree, the information agents retained by PotashCorp, at the numbers listed at the end of this Q&A, for information on how to withdraw your Common Shares.

Why does the PotashCorp Board believe that the BHP Offer should be rejected?

The PotashCorp Board believes that the BHP Offer is not in the best interests of PotashCorp, its Shareholders and other stakeholders. The PotashCorp Board took into account numerous factors including, but not limited to, the PotashCorp Board’s beliefs set out below in reaching its UNANIMOUS recommendation that Shareholders REJECT the BHP Offer and NOT TENDER their Common Shares to the BHP Offer:

•  PotashCorp is a uniquely valuable asset.

•  The BHP Offer fails to reflect PotashCorp’s prospects for continued growth and Shareholder value creation.

•  The BHP Offer is timed to deprive Shareholders of full value.

•  The BHP Offer represents a wholly-inadequate premium for control.

•  The consideration offered under the BHP Offer represents a 13.1% DISCOUNT to the closing price of the Common Shares on August 20, 2010, the last trading day prior to the date of this Directors’ Circular.

•  PotashCorp’s Financial Advisors have each provided a written opinion to the Board that, as of the date of such opinions, the consideration being offered pursuant to the BHP Offer was inadequate, from a financial point of view, to Shareholders (other than the Offeror and any of its affiliates).

•  Superior offers or other alternatives are expected to emerge.

•  The BHP Offer is coercive and is not a “Permitted Bid” under PotashCorp’s Shareholder Rights Plan.

•  The BHP Offer is highly conditional.

Shareholders are strongly encouraged to carefully review the full explanation of the reasons for the PotashCorp Board’s recommendation set out on pages 2 to 14 of this Directors’ Circular, including the written opinions, dated August 22, 2010, from each of PotashCorp’s financial advisors, BofA Merrill Lynch, Goldman, Sachs & Co. and RBC Capital Markets to the effect that, on the basis of the assumptions, limitations and qualifications set forth in the opinion delivered by each of them, as of the date of such opinion, the consideration being offered under the BHP Offer was inadequate, from a financial point of view, to Shareholders (other than the Offeror and any of its affiliates). The opinions

were provided for the information and assistance of the PotashCorp Board in connection with its consideration of the BHP Offer. The opinions do not constitute a recommendation to shareholders as to whether they should tender their shares to the BHP Offer.

My broker advised me to tender my Common Shares. Should I?

NO. The PotashCorp Board has UNANIMOUSLY recommended that Shareholders REJECT the BHP Offer and NOT TENDER their Common Shares to the BHP Offer.

Do I have to decide now?

NO. You do not have to take any action at this time. The BHP Offer is scheduled to expire at 11:59 p.m. (Eastern time) on October 19, 2010, is subject to a number of conditions that have yet to be satisfied and you do not take any action until closer to the expiry date of the BHP Offer to ensure that you are able to consider all of the options available to you.

However, to reject the BHP Offer you need not do anything. If you have already tendered your Common Shares to the BHP Offer and you decide to withdraw these Common Shares from the BHP Offer, you must allow sufficient time to complete the withdrawal process prior to the expiry of the BHP Offer. For more information on how to withdraw your Common Shares, you should contact your broker or Innisfree or Georgeson, the information agents retained by PotashCorp, at the numbers listed below.

Who do I ask if I have more questions?

The PotashCorp Board recommends that you read the information contained in this Directors’ Circular carefully. You should contact Innisfree or Georgeson, the information agents retained by PotashCorp, with any questions or requests for assistance that you might have.

In Canada:	In the United States (and elsewhere outside of Canada):
100 University Avenue 11th Floor, South Tower Toronto, Ontario M5J 2Y1 North American Toll Free Number: 1-866-425-8527	501 Madison Avenue, 20th Floor New York, New York 10022 USA Shareholders Call Toll-free in the United States: 1-877-717-3923 Free phone in the E.U.: 00-800-7710-9970 Banks, Brokers and from Other Locations Call: 1-212-750-5833

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS	i
USE OF CERTAIN NON-GAAP MEASURES	i
CURRENCY	i
AVAILABILITY OF DISCLOSURE DOCUMENTS	i
SUMMARY	ii
DIRECTORS’ CIRCULAR	1
POTASHCORP	1
DIRECTORS’ RECOMMENDATION	1
ANALYSIS AND REASONS FOR THE POTASHCORP BOARD’S CONCLUSION AND RECOMMENDATION	2
CONCLUSION AND RECOMMENDATION	14
REJECTION OF THE BHP OFFER	14
BACKGROUND TO THE BHP OFFER AND RESPONSE OF POTASHCORP	15
OPINIONS OF THE FINANCIAL ADVISORS	16
HOW TO WITHDRAW YOUR DEPOSITED COMMON SHARES	17
OWNERSHIP OF SECURITIES OF POTASHCORP	18
INTENTION OF DIRECTORS AND OFFICERS WITH RESPECT TO THE BHP OFFER	19
PRINCIPAL HOLDERS OF SECURITIES OF POTASHCORP	20
TRADING IN SECURITIES OF POTASHCORP	20
ISSUANCES OF SECURITIES OF POTASHCORP	21
ARRANGEMENTS BETWEEN POTASHCORP AND ITS DIRECTORS AND OFFICERS	21
OWNERSHIP OF SECURITIES OF BHP	22
INTEREST OF DIRECTORS AND OFFICERS IN MATERIAL TRANSACTIONS OF THE OFFEROR	23
MATERIAL CHANGES IN THE AFFAIRS OF POTASHCORP	23
REGULATORY MATTERS	23
OTHER TRANSACTIONS	25
OTHER INFORMATION	25
PERSONS OR ASSETS EMPLOYED, COMPENSATED OR USED	28
STATUTORY RIGHTS	29
APPROVAL OF DIRECTORS’ CIRCULAR	29
CONSENT OF MERRILL LYNCH CANADA INC.	30
CONSENT OF GOLDMAN, SACHS & CO.	31
CONSENT OF RBC CAPITAL MARKETS	32
CERTIFICATE	33
SCHEDULE A OPINION OF MERRILL LYNCH CANADA INC.	A-1
SCHEDULE B OPINION OF GOLDMAN, SACHS & CO.	B-1
SCHEDULE C OPINION OF RBC CAPITAL MARKETS	C-1
SCHEDULE D ISSUANCES OF SECURITIES OF POTASHCORP	D-1

FORWARD-LOOKING STATEMENTS

Certain statements in this Directors’ Circular may constitute forward-looking statements or forward-looking information (“forward-looking statements”). These statements can be identified by expressions of belief, expectation or intention, as well as those statements that are not historical fact. These statements are based on certain factors and assumptions, including with respect to foreign exchange rates, expected growth, results of operations, performance, business prospects and opportunities, valuation and effective tax rates. While PotashCorp considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Several factors could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to: actions taken by BHP; actions taken by shareholders of PotashCorp (the “Shareholders”) in respect of the BHP Offer (as defined herein); the possible effect of the BHP Offer on PotashCorp’s business; fluctuations in supply and demand in fertilizer, sulphur, transportation and petrochemical markets; changes in competitive pressures, including pricing pressures; the recent global financial crisis and conditions and changes in credit markets; the results of sales contract negotiations with major markets; timing and amount of capital expenditures; risks associated with natural gas and other hedging activities; changes in capital markets and corresponding effects on PotashCorp’s investments; changes in currency and exchange rates; unexpected geological or environmental conditions, including water inflow; strikes or other forms of work stoppage or slowdowns; changes in, and the effects of, government policy and regulations; and earnings, exchange rates and the decisions of taxing authorities, all of which could affect PotashCorp’s effective tax rates. Additional risks and uncertainties can be found in PotashCorp’s Form 10-K for the financial year ended December 31, 2009 under the captions “Forward-Looking Statements” and “Item 1A — Risk Factors” and in PotashCorp’s other filings with the US Securities and Exchange Commission and Canadian provincial securities commissions. Forward-looking statements are given only as at the date of this Directors’ Circular and PotashCorp disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

USE OF CERTAIN NON-GAAP MEASURES

PotashCorp prepares its financial statements in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”).

In this Directors’ Circular, figures in respect of EBITDA are provided in respect of PotashCorp. References in this Directors’ Circular to “EBITDA” are to income or loss from continuing operations before depreciation and amortization, interest and income taxes. EBITDA is not a measure of financial performance (nor does it have a standardized meaning) under Canadian GAAP. The Company uses both GAAP and certain non-GAAP measures to access performance. Management believes these non-GAAP measures provide useful supplemental information to Shareholders in order that they may evaluate PotashCorp’s financial performance using the same measures as management. These non-GAAP financial measures should not be considered as a substitute for, nor superior to, measures of financial performance prepared in accordance with Canadian GAAP. For historical periods, a reconciliation of EBITDA to net income (loss) from continuing operations is contained in PotashCorp’s Financial Review Annual Report for the fiscal year ended December 31, 2009 on pages 76-78, which is attached as Exhibit 13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

CURRENCY

All dollar references in this Directors’ Circular are in United States dollars, unless otherwise indicated. On August 20, 2010, the noon rate of exchange as reported by the Bank of Canada was C$1.00 = US$0.9524 and US$1.00 = C$1.05.

AVAILABILITY OF DISCLOSURE DOCUMENTS

PotashCorp is a reporting issuer in all provinces of Canada and files its continuous disclosure documents and other documents with the Canadian securities regulatory authorities in each such province and with the United States Securities and Exchange Commission. Continuous disclosure documents are available at www.sedar.com and www.sec.gov.

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SUMMARY

The information set out below is intended as a summary only and is qualified in its entirety by the more detailed information appearing elsewhere in this Directors’ Circular. This Directors’ Circular should be read carefully and in its entirety as it provides important information regarding PotashCorp and the BHP Offer. Capitalized terms used but not defined in this Summary have the meanings ascribed thereto in the Directors’ Circular.

DIRECTORS’ RECOMMENDATION

After careful consideration, including a thorough review by the PotashCorp Board, in consultation with its financial and legal advisors, of the terms and conditions of the BHP Offer, the PotashCorp Board, by unanimous vote of the directors at a meeting held on August 22, 2010, determined that the BHP Offer is not in the best interests of PotashCorp, its Shareholders and other stakeholders.

Accordingly, for the reasons described in more detail below, the PotashCorp Board UNANIMOUSLY recommends that Shareholders REJECT the BHP Offer and NOT TENDER their common shares to the BHP Offer.

REASONS FOR THE RECOMMENDATION

As more fully described under “Analysis and Reasons for the PotashCorp Board’s Conclusion and Recommendation”, the PotashCorp Board took into account numerous factors in reaching its determination including, but not limited to, the reasons set forth below:

1.  PotashCorp is a uniquely valuable asset.

The PotashCorp Board believes that the Company is uniquely positioned as the premier global potash producer with unparalleled assets in an industry where supply is characterized by substantial barriers to entry, few producers, low government ownership and no known product substitutes. At the same time, demand-side drivers are strong and irrefutable. The Company believes that PotashCorp is uniquely positioned to benefit from these dynamics and that the BHP Offer fails to adequately compensate Shareholders for this strategic position and scarcity value. In addition, PotashCorp believes that the BHP Offer does not reflect PotashCorp’s substantial recent and ongoing investments to increase capacity, the value of PotashCorp’s strategic equity investments in China, Chile, Jordan and Israel and PotashCorp’s unmatched ability to meet the needs of North American customers and growing offshore potash markets.

2.  The BHP Offer fails to reflect PotashCorp’s prospects for continued growth and Shareholder value creation.

PotashCorp is poised to deliver strong earnings growth as agricultural fundamentals continue to strengthen and demand for its products rises. The Company believes that the potash market is approaching an inflection point, characterized by increasing global demand for potash and higher prices. Along with its significant portfolio of high-quality, low-cost assets in Canada, its strategic investments in other potash businesses uniquely position PotashCorp to capture a disproportionate share of demand and earnings growth in the coming years. PotashCorp’s Board and management team are highly confident that the Company can continue its strong track record of success, realize upon the growth opportunities available to it in the current market environment, and deliver more value to Shareholders than the inadequate BHP Offer.

3.  The BHP Offer is timed to deprive Shareholders of full value.

The PotashCorp Board believes that the timing of the BHP Offer is highly opportunistic, that it represents an ill-disguised attempt to exploit an anomaly in the equity market valuation of PotashCorp and that BHP is opportunistically attempting to transfer the upside value in PotashCorp to its own shareholders at the expense of PotashCorp Shareholders. The Company believes that BHP intentionally launched the BHP Offer just as the fertilizer industry is emerging from an unprecedented demand decline associated with the global economic downturn, in order to seize the value that PotashCorp is poised to create. PotashCorp is uniquely positioned to capitalize on growth opportunities present in its industry. Given the demand growth and margin potential anticipated in the months and years ahead, the PotashCorp Board believes that the continued execution of PotashCorp’s strategic plan will deliver substantially more value to Shareholders than the BHP Offer.

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4.  The BHP Offer represents a wholly-inadequate premium for control.

At US$130 per share, BHP is proposing a premium of only 16% over PotashCorp’s closing stock price on August 16, 2010, the day before PotashCorp’s announcement of BHP’s unsolicited proposal. This low premium does not, in PotashCorp’s view, reflect the strategic importance, scarcity value or quality of PotashCorp’s assets, nor the unique investment opportunity PotashCorp affords to BHP or any other potential acquiror. The premium being offered is substantially inferior to control premiums paid for other marquee Canadian-based resource companies.

5.  The consideration offered under the BHP Offer represents a 13.1% DISCOUNT to the closing price of the Common Shares on August 20, 2010, the last trading day prior to the date of this Directors’ Circular.

Since the announcement of BHP’s unsolicited approach on August 17, 2010, the Common Shares have consistently traded above the Offer Price. PotashCorp believes that the performance of the Common Shares during this period is a strong indicator that the market believes that the BHP Offer undervalues the Common Shares.

6.  PotashCorp’s Financial Advisors have each provided a written opinion to the Board that the consideration being offered pursuant to the BHP Offer was, as of the date of such opinions, inadequate, from a financial point of view, to Shareholders (other than the Offeror and any of its affiliates).

The PotashCorp Board has received written opinions dated August 22, 2010 from each of BofA Merrill Lynch, Goldman, Sachs & Co. and RBC Capital Markets to the effect that, as of such date and based upon and subject to the assumptions, limitations and qualifications stated in their respective opinions, the consideration offered by BHP under the BHP Offer was inadequate, from a financial point of view, to Shareholders (other than the Offeror and any of its affiliates).

7.  Superior offers or other alternatives are expected to emerge.

Since August 12, 2010, the date that BHP first approached PotashCorp in respect of the BHP Offer, the PotashCorp Board, together with PotashCorp’s management team and financial and legal advisors, have been working to evaluate a range of strategic alternatives that may enhance Shareholder value. PotashCorp has been approached by, and has initiated contact with, a number of third parties who have expressed an interest in considering alternative transactions. Discussions are being pursued with several of these third parties in order to generate value enhancing alternatives.

8.  The BHP Offer is coercive and not a “Permitted Bid” under PotashCorp’s Shareholder Rights Plan.

PotashCorp’s Shareholder Rights Plan enables potential acquirors to make a “Permitted Bid” without the approval of the PotashCorp Board. Among other things, a Permitted Bid provides the PotashCorp Board with additional time for the exploration, development and pursuit of alternatives that could enhance Shareholder value. A Permitted Bid also makes it more likely that holders of Common Shares have sufficient time to consider all appropriate alternatives and do not feel compelled to accept a bid for fear that other Shareholders would tender and they would remain as minority shareholders in a corporation with a new controlling shareholder, and with significantly less liquidity and the absence of any takeover premium. BHP was able to make a Permitted Bid as the Shareholder Rights Plan was adopted and announced, and a copy publicly filed, prior to the BHP Offer being mailed, but BHP chose not to make a Permitted Bid.

9.  The BHP Offer is highly conditional.

The PotashCorp Board is concerned about the fact that the BHP Offer is highly conditional, to the benefit of BHP. There are conditions which are not subject to a materiality threshold or other objective criteria but rather provide BHP with a broad range of grounds upon which it may decline to proceed with the BHP Offer, with the result that the tendering of Common Shares to the BHP Offer could, under certain circumstances, effectively constitute little more than the grant of an option to BHP to acquire Common Shares.

Shareholders are strongly encouraged to carefully review the full explanation of the reasons for the PotashCorp Board’s recommendation set out on pages 2 to 14 of this Directors’ Circular, including the written opinions dated August 22, 2010 from each of PotashCorp’s financial advisors, BofA Merrill Lynch, Goldman, Sachs & Co. and RBC Capital Markets, to the effect that on the basis of the assumptions, limitations and qualifications set forth in the opinion delivered by each of them, as of the date of such opinion, the consideration being offered under the BHP Offer was inadequate, from a financial point of view, to Shareholders (other than the Offeror and any of its affiliates).

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Accordingly, the Board of Directors of PotashCorp UNANIMOUSLY recommends that Shareholders

REJECT the BHP Offer and NOT TENDER their Common Shares.

Any Shareholder who has tendered his or her Common Shares to the BHP Offer

should WITHDRAW those Common Shares.

REJECTION OF THE BHP OFFER

To REJECT the BHP Offer, you do not need to do anything. If you have tendered your Common Shares to the BHP Offer, you can withdraw them until they are taken up under the BHP Offer. The PotashCorp Board recommends that you withdraw any tendered Common Shares immediately. See “How to Withdraw Your Deposited Common Shares” in this Directors’ Circular.

INTENTION OF DIRECTORS AND OFFICERS WITH RESPECT TO THE BHP OFFER

Each of the directors and officers of PotashCorp have indicated their intention to reject the BHP Offer and not tender any of their Common Shares to the BHP Offer.

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DIRECTORS’ CIRCULAR

The BHP Offer

This directors’ circular (the “Directors’ Circular”) relates to the unsolicited offer by BHP Billiton Development 2 (Canada) Limited (a wholly-owned indirect subsidiary of BHP Billiton Plc) (“BHP” or the “Offeror”) to purchase all of the issued and outstanding common shares (the “Common Shares”) of Potash Corporation of Saskatchewan Inc. (“PotashCorp” or the “Company”) for US$130 per Common Share in cash (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer and Circular dated August 20, 2010 (the “Offer and Circular”), and in the related Letter of Transmittal (the “Letter of Transmittal”) and Notice of Guaranteed Delivery (which, collectively, constitute the “BHP Offer”).

The BHP Offer is described in the Offer and Circular filed by the Offeror with the securities regulators in Canada and the United States on August 20, 2010. According to the Offer and Circular, the BHP Offer will expire at 11:59 p.m., Eastern time, on October 19, 2010, unless the Offeror extends or withdraws the BHP Offer.

The BHP Offer is subject to a number of conditions, including that more than 50% of the Common Shares, on a fully-diluted basis, are tendered to the BHP Offer.

The information herein relating to BHP and the BHP Offer has been derived from the Offer and Circular. The PotashCorp Board of Directors (the “PotashCorp Board”) does not assume any responsibility for the accuracy or completeness of such information.

POTASHCORP

PotashCorp is the world’s largest integrated fertilizer and related industrial and feed products company. PotashCorp is the largest producer of potash worldwide by capacity, the third largest producer of phosphates worldwide by capacity and the third largest nitrogen producer worldwide by ammonia capacity.

PotashCorp owns and operates five potash mines in Saskatchewan and one in New Brunswick. It also holds mineral rights at the Esterhazy mine and potash is produced under a mining and processing agreement with a third party.

The Company’s phosphate operations include the manufacture and sale of solid and liquid phosphate fertilizers, animal feed supplements and industrial acid, which is used in food products and industrial processes. The Company’s nitrogen operations involve the production of nitrogen fertilizers and nitrogen feed and industrial products, including ammonia, urea, nitrogen solutions, ammonium nitrate and nitric acid.

PotashCorp is organized under the laws of Canada with its principal executive offices located at 122-1st Avenue South, Suite 500, Saskatoon, Saskatchewan, Canada S7K 7G3.

PotashCorp’s authorized capital consists of an unlimited number of Common Shares without par value, of which 296,904,455 Common Shares were issued and outstanding as at August 23, 2010 and an unlimited number of first preferred shares, of which none are issued. As at August 23, 2010, there were 12,170,024 options to purchase Common Shares outstanding under PotashCorp’s stock option plans.

The Common Shares are traded on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”) under the symbol “POT”.

DIRECTORS’ RECOMMENDATION

After careful consideration, including a thorough review by the PotashCorp Board, in consultation with its financial and legal advisors, of the terms and conditions of the BHP Offer, the PotashCorp Board, by unanimous vote of the directors at a meeting held on August 22, 2010, determined that the BHP Offer is not in the best interests of PotashCorp, the holders of its Common Shares (“Shareholders”) or other stakeholders.

Accordingly, for the reasons described in more detail below, the PotashCorp Board UNANIMOUSLY recommends that Shareholders REJECT the BHP Offer and NOT TENDER their Common Shares to the BHP Offer.

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If you have tendered your Common Shares, you can withdraw them. For assistance in withdrawing your Common Shares, you should contact your broker or PotashCorp’s information agents, Georgeson Shareholder Communications Canada Inc. (“Georgeson”) or Innisfree M&A Incorporated (“Innisfree”), at the addresses or phone numbers on the back page of this Directors’ Circular.

ANALYSIS AND REASONS FOR THE POTASHCORP BOARD’S CONCLUSION AND RECOMMENDATION

The following is a summary of the principal reasons for the UNANIMOUS recommendation of the PotashCorp Board to Shareholders that they REJECT the BHP Offer and NOT TENDER their Common Shares to the BHP Offer.

1.  PotashCorp is a Uniquely Valuable Asset.

The PotashCorp Board believes that PotashCorp is uniquely positioned as the premier global potash producer with unparalleled assets in an industry where supply is characterized by substantial barriers to entry, few producers, low government ownership and no known product substitutes. At the same time, demand-side drivers are strong and irrefutable. The growing global population means there are approximately 75 million additional people to feed every year, while at the same time, income is increasing and diets are improving in developing nations, all putting pressure on food supply and requiring increasing yields from existing farmland. The PotashCorp Board believes that PotashCorp is uniquely positioned to benefit from these dynamics and the BHP Offer fails to adequately compensate Shareholders for this strategic position and scarcity value. In addition, the PotashCorp Board believes that the BHP Offer does not reflect PotashCorp’s substantial recent and ongoing investments to increase capacity, the value of PotashCorp’s strategic equity investments in China, Chile, Jordan and Israel and PotashCorp’s unmatched ability to meet the needs of North American customers and growing offshore potash markets.

There are only 12 countries in the world that produce potash and PotashCorp is the largest producer by capacity, operating in a country widely considered to be one of the most politically stable. PotashCorp is also one of only two major producers whose equity is widely held among shareholders (K+S being the other). All other major competitors have significant controlling shareholders, either private individuals, corporations or sovereign entities, making any change of control of such competitors much more complex and significantly less likely. That PotashCorp is one of only two producers that is effectively available for purchase, and the only low cost producer, materially increases its scarcity value.

Limited Number of Accessible Potash Platforms for an Acquiror

2015 Projected World Potash Capacity of Existing Global Industry Participants

*  Based on operational capability (what PotashCorp could physically produce), while competitor capacity is based on stated nameplate, which could exceed operational capability.

Source: Fertecon, British Sulphur, IFA, PotashCorp

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Moreover, the construction of a greenfield mine in Saskatchewan is estimated to take a minimum of seven years to complete, including production start-up. PotashCorp estimates the costs, including infrastructure and potential deposit purchases, to construct a greenfield mine could approach CDN$5 billion to produce two million tonnes of annual potash capacity. Taking these costs into account, the BHP Offer is significantly below the cost at which new operating assets equivalent to those of PotashCorp could be constructed on a greenfield basis. Such replacement cost estimates are somewhat theoretical in nature since they do not reflect the value of time — a minimum of seven years — to develop the assets, or take into account the unique attributes of PotashCorp’s particular assets, which cannot be re-created elsewhere. While the Company’s brownfield projects are all justified from a return on capital perspective under current potash pricing, that is not the case for greenfield opportunities. In fact, the PotashCorp Board believes potash prices would need to be roughly double current levels to provide an acceptable return on capital for a new market entrant, as is illustrated by the chart below.

Greenfield Investment Economics Unattractive at Current Potash Prices

Source: PotashCorp

This underscores the value of PotashCorp’s brownfield projects, which can be completed in less time and at a significantly lower cost relative to greenfield projects. Factoring in all projects between 2005 and 2015, PotashCorp’s brownfield development costs are estimated at approximately CDN$670 per tonne of annual potash capacity and take three to seven years to complete. By contrast, the Company estimates that greenfield projects cost between CDN$1,750 and CDN$2,500 per tonne of annual potash capacity and take a minimum of seven years to complete. PotashCorp Shareholders deserve to realize that value.

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PotashCorp is in a unique position within its industry. The Company is the largest potash producer by capacity and is projected to add a significant amount of new operational capability over the next five years. As world consumption for potash returns to its long-term trend line, the PotashCorp Board believes that PotashCorp’s expanding capabilities will allow the Company to achieve unmatched volume growth and the potential for higher prices.

Operational Capability and Growth Potential of Current Global Industry Participants

Source: Fertecon, British Sulphur, IFA, PotashCorp

The PotashCorp Board is of the view that the BHP Offer fails to adequately compensate Shareholders for the Company’s premier position in a strategically vital industry, and the scarcity of PotashCorp’s assets.

2.  The BHP Offer Fails to Reflect PotashCorp’s Prospects for Continued Growth and Shareholder Value Creation.

PotashCorp is poised to deliver strong earnings growth as agricultural fundamentals continue to strengthen and demand for its products rises. The Company believes the potash market is approaching an inflection point, characterized by increasing global demand for potash and higher prices. Along with its significant portfolio of high-quality, low-cost assets in Canada, its strategic investments in other potash businesses uniquely position PotashCorp to capture a disproportionate share of demand and earnings growth in the coming years.

PotashCorp has a Demonstrated Track Record of Successfully Delivering Growth

PotashCorp has a strong track record of growth, having achieved an impressive compound annual growth rate (“CAGR”) in revenue and EBITDA over the past eight years of 13% and 28%, respectively. From 2002 until 2007, prior to the sharp rise and subsequent decrease in fertilizer prices, PotashCorp achieved a CAGR in revenue and EBITDA of 20% and 39%, respectively.

Since January 1, 2002, the Company’s stock price has increased at a CAGR of 25%, significantly outpacing the TSX Composite Index, the New York Stock Exchange Composite Index, the S&P 500 Index, as well as the DAX Global Agribusiness Index (as applicable) during the same period.

The PotashCorp Board and management team are highly confident that the Company can continue its strong track record of success, realize upon the growth opportunities available to it in the current market environment, and deliver more value to Shareholders than the inadequate BHP Offer. Prior to BHP’s unsolicited approach, the PotashCorp Board had no plans to sell PotashCorp and anticipated significant growth as a stand-alone company.

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Agricultural Fundamentals are Strengthening

As can be seen from the charts below, the powerful long-term drivers of the fertilizer business — population and income growth, as well as improving diets in developing nations — changed little throughout the global economic downturn and are expected to fuel near and medium-term demand for food. At the same time, global grain inventories remain historically low, resulting in crop prices well above historical averages.

Population and Income Growth Drive Food Consumption

Source: USDA, FAO, UN, PotashCorp

Crop Prices Remain Well Above Historical Averages

July 2010 Price — Percentage Increase Compared to 2000-2009 Average

Source: World Bank

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The rising demand for food — together with historically low global grain inventories and high crop prices — is expected to support a powerful period of growth for agriculture and provide farmers with a strong incentive to maximize crop production. PotashCorp believes that these trends will, in turn, increase demand for fertilizer and enhance the Company’s earnings. Indeed, Q2 2010 volumes for potash were nearly five times the level they were in the same quarter last year and PotashCorp is beginning to see gross margin improvements and increased contributions from its equity investments in other global potash producers.

PotashCorp Firmly Believes the Potash Market is on the Verge of an Inflection Point

As illustrated in the charts below, market data strongly suggests that the fertilizer market, and in particular potash, is on the verge of an inflection point where demand is returning to historical trend-line growth, supply will tighten, and pricing will improve.

Recent Signs of Return to Long Term Growth Trend

Source: Bloomberg, IPNI, PotashCorp

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The PotashCorp Board believes this inflection point is a precursor to improved supply/demand dynamics that will challenge producers to maintain pace with farmer needs. The Company expects global potash consumption to reach approximately 50 million tonnes in 2010, and at least 55 million tonnes in 2011.

World Potash Shipments — Returning to Period of Growth

Source: Fertecon, PotashCorp

PotashCorp has an Unmatched Ability to Capture a Disproportionate Share of Future Growth Opportunities

PotashCorp has made and continues to make investments to capitalize on the expected market opportunity that lies ahead. As depicted in the charts below, with 3.5 million tonnes of incremental operational capability that has already been paid for, and another 5.9 million tonnes of incremental operational capability in progress, the Company is expected to nearly double its operational capability between 2005 and 2015. The Company believes that its plans for expansion are unmatched in the industry, and are expected to provide significant future value for Shareholders.

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Expanding Capability Provides Opportunity for Earnings Growth

Source: PotashCorp

Outside of Canada, PotashCorp has continued to make strategic equity investments in important potash producing regions and markets like China, Chile, Jordan and Israel.

As at August 16, 2010, the day prior to the Company’s announcement of BHP’s unsolicited approach, PotashCorp estimates that approximately $9.00 to $14.00 per Common Share of value related to these strategic equity investments was not reflected in the closing price of the Common Shares. The full market value of the Company’s strategic equity investments as at such date was approximately $8.0 billion¹. However, using the trading multiples attributed to PotashCorp’s public market valuation, multiplied by either the corresponding EBITDA or earnings which flow to PotashCorp from these strategic equity investments, the valuation of such equity investments implied within PotashCorp is meaningfully lower than the market valuation of such strategic equity investments. Utilizing this market valuation approach, approximately $9.00 to $14.00 of the $17.85 per Common Share premium the BHP Offer represented to the August 16, 2010 market price of the Common Shares could be said to represent the value of such strategic equity investments. On this basis, the BHP Offer would have represented a premium of only approximately $4.00 to $10.00 per Common Share on August 16, 2010.

¹ Calculated using the number of shares the Company owns in each of these investments multiplied by the price per share quoted on the relevant stock exchange.

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Full Value of Investments Not Reflected in PotashCorp Stock Price

Source: Bloomberg, I/B/E/S, PotashCorp

Aside from the financial value they contribute, PotashCorp’s equity investments provide unique strategic insight into multiple potash markets, particularly for those investments where PotashCorp has obtained board representation. PotashCorp feels strongly that the BHP Offer does not appropriately compensate Shareholders for the unmatched ability of PotashCorp to meet the growing global demands of its customers.

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3.  The BHP Offer is Timed to Deprive Shareholders of Full Value.

The PotashCorp Board believes the timing of the BHP Offer is highly opportunistic and an ill-disguised attempt to exploit an anomaly in the equity market valuation of PotashCorp.

The PotashCorp Board believes that the chart below evidences that BHP intentionally launched the BHP Offer just as the fertilizer industry is emerging from an unprecedented demand decline associated with the global economic downturn, in order to seize the value that PotashCorp is poised to create.

PotashCorp Stock Price Versus PotashCorp and Sector Operating Rates

Source: FactSet, PotashCorp, Bloomberg as of August 16, 2010.

The PotashCorp Board believes that the Company is uniquely positioned to capitalize on growth opportunities present in its industry. Given the demand growth and margin potential anticipated in the months and years ahead, the PotashCorp Board believes that the continued execution of PotashCorp’s strategic plan will deliver substantially more value to Shareholders than the BHP Offer. While the Company’s operating rate fell to unprecedented levels during the recent global economic downturn, its operating metrics have now substantially improved. In this strengthening environment, the Company expects to see near-term price improvements and to benefit significantly both on an absolute basis and relative to its peers. While not a forecast, it is conceivable that if the Company were able to utilize its full operational capability of 17 million tonnes by 2015, it could generate in excess of $10 billion of EBITDA from potash sales alone.

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The BHP Offer is Timed to Deprive PotashCorp Shareholders of Full Value

Source: PotashCorp

The PotashCorp Board believes that its earnings potential is unmatched within the industry, that Shareholders deserve to reap these rewards and that BHP is opportunistically attempting to transfer the upside value in PotashCorp to BHP’s own shareholders at the expense of PotashCorp Shareholders.

4.  The BHP Offer Represents a Wholly-Inadequate Premium for Control.

At $130 per share, BHP is proposing a premium of only 16% over PotashCorp’s closing stock price on August 16, 2010, the day before PotashCorp’s announcement of BHP’s unsolicited proposal.

This low premium does not, in PotashCorp’s view, reflect the strategic importance, scarcity value or quality of PotashCorp’s assets, nor the unique investment opportunity PotashCorp affords to BHP or any other potential acquiror. PotashCorp shares many attributes with other marquee Canadian-based resource companies that have been acquired by global companies. PotashCorp is the premier producer in the industry, it has a low-cost, long-life asset base with industry-leading margins and a recognized brand built by a high quality management team. As illustrated by the chart below, the premium being offered is substantially inferior to control premiums paid for other marquee Canadian-based resource companies.

PotashCorp believes that the premium being offered by BHP is even more insufficient in light of the fact that PotashCorp is currently undervalued.

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Historical Premiums in Marquee Canadian-Based Resource Transactions

(1)	Premium represents the final offer price relative to the unaffected price (share price 1-day prior to the corporate action, initial bid or disclosure).
(2)	Represents premium to Fording share price prior to announcement of strategic review (announced on December 5, 2007). Teck announced its formal offer of $82 cash and 0.245 Teck B share per Fording share on July 29, 2008.
(3)	Represents premium to Inco share price prior to bid for Falconbridge (announced on October 11, 2005). Vale announced its formal offer of CDN$86 cash per Inco share on August 14, 2006.

Source: Bloomberg, company filings.

5.  The Consideration Offered under the BHP Offer Represents a 13.1% Discount to the Closing Price of the Common Shares as of August 20, 2010, the last trading date prior to the date of this Directors’ Circular.

Since the announcement of BHP’s unsolicited approach on August 17, 2010, the Common Shares have consistently traded above the Offer Price. Between the date of such announcement and the close of trading on August 20, 2010, over 101 million Common Shares have traded on the NYSE in a range from $139.19 to $149.87 and at an average volume weighted trading price of $144.84 per Common Share and over 16 million Common Shares have traded on the TSX, further supporting the PotashCorp Board’s conclusion that the Offer Price is inadequate.

PotashCorp Share Price Since Announcement of BHP Offer

Source: Capital IQ as of August 20, 2010.

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The PotashCorp Board believes that the performance of the Common Shares during this period is a strong indicator that the market believes that the BHP Offer undervalues the Common Shares.

6.  PotashCorp’s Financial Advisors have Each Provided a Written Opinion to the PotashCorp Board that the Consideration Being Offered Pursuant to the BHP Offer was, as of the date of such Opinions, Inadequate, from a financial point of view, to Shareholders (other than the Offeror and any of its affiliates).

The PotashCorp Board has received written opinions dated August 22, 2010 from each of Merrill Lynch Canada Inc. (“BofA Merrill Lynch”), Goldman, Sachs & Co. (“GS”) and RBC Capital Markets (“RBC”, and collectively the “Financial Advisors”), to the effect that, as of such date and based upon and subject to the assumptions, limitations and qualifications stated in their respective written opinions, the consideration offered by BHP under the BHP Offer was inadequate, from a financial point of view, to Shareholders (other than the Offeror and any of its affiliates). Copies of the opinions of BofA Merrill Lynch, GS and RBC are attached to this Directors’ Circular as Schedules A, B and C, respectively. The opinions were provided for the information and assistance of the PotashCorp Board in connection with its consideration of the BHP Offer. The opinions do not constitute a recommendation to Shareholders as to whether they should tender their Common Shares to the BHP Offer.

The PotashCorp Board recommends that you read each opinion carefully and in its entirety for a description of the procedures followed, matters considered and limitations on the reviews undertaken.

7.  Superior Offers or Other Alternatives are Expected to Emerge.

Since August 12, 2010, the date that BHP first approached PotashCorp in respect of the BHP Offer, the PotashCorp Board, together with PotashCorp’s management and financial and legal advisors, have been working to evaluate a range of strategic alternatives that may enhance Shareholder value. PotashCorp has been approached by, and has initiated contact with, a number of third parties who have expressed an interest in considering alternative transactions.

Discussions are being pursued with several of these third parties in order to generate value enhancing alternatives. While it is impossible to predict whether any transactions will emerge from these efforts and discussions, due to the strategic and intrinsic value of PotashCorp, the PotashCorp Board believes that PotashCorp and its assets are potentially very attractive to other parties, in addition to BHP.

8.  The BHP Offer is Coercive and is Not a Permitted Bid under PotashCorp’s Shareholder Rights Plan.

PotashCorp’s Shareholder Rights Plan enables potential acquirors to make a Permitted Bid without the approval of the PotashCorp Board. To be a Permitted Bid, a take-over bid must, among other things, be open for at least 90 days and be accepted by the holders of more than 50% of the Common Shares (other than those Common Shares held by any Shareholder or group of Shareholders making a take-over bid). To the extent that more than 50% of PotashCorp’s independent Shareholders tender to a Permitted Bid, the bidder is required to announce this fact and extend the bid for a minimum of 10 business days. See “Shareholder Rights Plan and Issuance of Share Purchase Rights”.

PotashCorp’s assets, operations and markets span nearly every corner of the globe and are very complex. The nature and location of these assets will likely require interested parties to conduct substantive and time consuming due diligence before formulating views on valuation and structuring optimal proposals. Among other things, a Permitted Bid provides the PotashCorp Board with additional time for the exploration, development and pursuit of alternatives that could enhance Shareholder value. A Permitted Bid also makes it more likely that holders of Common Shares have sufficient time to consider all appropriate alternatives and do not feel compelled to accept a bid for fear that other Shareholders would tender and they would remain as minority shareholders in a corporation with a new controlling shareholder, and with significantly less liquidity and the absence of any takeover premium.

BHP was able to make a Permitted Bid as the Shareholder Rights Plan was adopted and announced, and a copy publicly filed, prior to the BHP Offer being mailed. BHP chose not to make a Permitted Bid. The BHP Offer is open for acceptance for only 60 days and the Company requires a longer period of time to attract competing proposals from prospective buyers than that which is currently provided for in the BHP Offer.

The BHP Offer is also structured such that BHP may acquire less than all of the Common Shares, which is inherently coercive because it forces shareholders to decide whether to accept the BHP Offer, sell into the market or reject the Offer and maintain their position without knowing whether and to what extent other shareholders might accept the BHP Offer. Accordingly, a Shareholder may feel compelled to tender Common Shares to the BHP Offer, even if the Shareholder considers the bid price to

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be inadequate, out of concern that if, in failing to do so, BHP acquires less than 100% of the Company, the Shareholder may be left holding a minority investment at a reduced price reflective of a minority discount in a company under the control of BHP.

9.  The BHP Offer is Highly Conditional.

The PotashCorp Board has reviewed, with the assistance of its financial and legal advisors, the conditions that BHP has placed in the BHP Offer. The PotashCorp Board is concerned about the fact that the BHP Offer is highly conditional, to the benefit of BHP.

There are conditions which are not subject to a materiality threshold or other objective criteria but rather provide BHP with a broad range of grounds upon which it may decline to proceed with the BHP Offer, with the result that the tendering of Common Shares to the BHP Offer would, under certain circumstances, constitute little more than the grant of an option to BHP to acquire Common Shares.

CONCLUSION AND RECOMMENDATION

For the principal reasons outlined above, the PotashCorp Board believes that the BHP Offer fails to provide full or fair value for the Common Shares and is an attempt by BHP to acquire PotashCorp without offering adequate consideration to Shareholders.

Accordingly, the PotashCorp Board UNANIMOUSLY recommends that holders of Common Shares

REJECT the BHP Offer and NOT TENDER their Common Shares to the BHP Offer.

Any Shareholder who has tendered his or her Common Shares under the BHP Offer should

WITHDRAW those Common Shares.

The foregoing summary of the information and factors considered by the PotashCorp Board is not intended to be exhaustive of the factors considered by the PotashCorp Board in reaching its conclusion and making this recommendation, but includes the material information, factors and analysis considered by the PotashCorp Board in reaching its conclusion and recommendation. The members of the PotashCorp Board evaluated the various factors summarized above in light of their own knowledge of the business, financial condition and prospects of PotashCorp, and based upon the advice of the PotashCorp Board’s financial and legal advisors. In view of the numerous factors considered in connection with their evaluation of the BHP Offer, the PotashCorp Board did not find it practicable to, and did not, quantify or otherwise attempt to assign relative weight to specific factors in reaching its conclusion and recommendation. In addition, individual members of the PotashCorp Board may have given different weight to different factors. The conclusion and unanimous recommendation of the PotashCorp Board was made after considering all of the information and factors involved.

REJECTION OF THE BHP OFFER

To REJECT the BHP Offer, you do not need to do anything. If you have tendered your Common Shares to the BHP Offer, you can withdraw them until they are taken up under the BHP Offer. The PotashCorp Board recommends that you withdraw any tendered Common Shares immediately. See “How to Withdraw Your Deposited Common Shares” in this Directors’ Circular.

Shareholders should consider the terms of the BHP Offer and the recommendation of the PotashCorp Board contained in this Directors’ Circular carefully and come to their own decision whether to accept or reject the BHP Offer. Shareholders who are in doubt as to how to respond to the BHP Offer should consult with their own investment dealer, broker, lawyer or other professional advisor. Acceptance of the BHP Offer may have tax consequences specific to the circumstances of individual Shareholders and Shareholders should consult their own professional tax advisors. Enquiries concerning information in this Directors’ Circular should be directed to PotashCorp’s information agents, Georgeson at 1-866-425-8527 (toll free in North America) or Innisfree at 1-877-717-3923 (toll free in the United States), 00-800-7710-9970 (free phone in the E.U.) or 1-212-750-5833 (banks, brokers and from other locations).

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BACKGROUND TO THE BHP OFFER AND RESPONSE OF POTASHCORP

In the period leading up to August 13, 2010, the PotashCorp Board had, for a number of years, met regularly in July of each year to review legal and other developments relating to merger and acquisition activity, including in respect of an unsolicited approach. In July of 2010, the full PotashCorp Board participated in a session of this nature at which, among other things, the PotashCorp Board’s outside legal counsel (Stikeman Elliott LLP in Canada and Jones Day in the United States), BofA Merrill Lynch and GS made detailed presentations to the PotashCorp Board. The possibility of an unsolicited approach by BHP was discussed in detail at this time.

On August 3, 2010, Mr. Marius Kloppers, the Chief Executive Officer of BHP, called Mr. William Doyle, the Chief Executive Officer of PotashCorp and requested a meeting. Mr. Doyle informed the Chairman of PotashCorp, Mr. Dallas Howe, of this development. Internal meetings took place with management and BofA Merrill Lynch, GS, Stikeman Elliott LLP and Jones Day to discuss the approach.

On August 12, 2010, Messrs. Kloppers and Doyle met in Chicago, Illinois. At the meeting, Mr. Kloppers informed Mr. Doyle of the interest of BHP in acquiring PotashCorp. Mr. Doyle indicated that the Company was intently focused on its value creation strategies and had no plans to sell, but if BHP put forward a proposal to acquire PotashCorp, he would bring that proposal to his Board for its consideration. Mr. Kloppers then provided Mr. Doyle with a letter outlining the BHP proposal to acquire 100 percent of the outstanding Common Shares at $130 per Common Share through a PotashCorp Board supported plan of arrangement which needed to be approved by two-thirds of Shareholders. On August 13, 2010, the Chairman of BHP, Mr. Jacques Nasser, sent a similar letter to the Chairman of PotashCorp, Mr. Howe.

On August 13, 2010, the PotashCorp Board met by conference call. At the meeting, the PotashCorp Board was briefed on and discussed the unsolicited BHP proposal, and Stikeman Elliott LLP, Canadian legal advisors to PotashCorp, made a presentation to the PotashCorp Board concerning its legal duties in the circumstances. The retention of financial advisors was also discussed at this meeting and the PotashCorp Board approved the formal engagement of each of BofA Merrill Lynch, GS and RBC as financial advisors in connection with, among other things, PotashCorp’s analysis and consideration of and response to the BHP proposal (and any forthcoming formal offer), subject to the satisfactory negotiation of definitive financial and other terms.

The PotashCorp Board met again on August 16, 2010 to consider and discuss the unsolicited approach by BHP. At this meeting, the PotashCorp Board received a presentation from the Financial Advisors on the financial aspects of the BHP proposal and potentially available alternatives. As part of these presentations and financial analyses, the Financial Advisors each reported their respective views to the PotashCorp Board with respect to the BHP proposal. The PotashCorp Board also discussed the appropriate response to the BHP approach with the benefit of input from its legal counsel and Financial Advisors. Following deliberations, the PotashCorp Board determined that it was not in the best interest of PotashCorp to enter into discussions with BHP with respect to its proposal and approved its formal response. The PotashCorp Board also considered and approved the implementation of the Shareholder Rights Plan effective August 16, 2010.

As part of its consideration of potential strategic alternatives available to the Company, the PotashCorp Board also authorized the preparation of a data room. The PotashCorp Board also considered the need to review compensation and retention matters related to any potential change of control and delegated this matter to the Compensation Committee of PotashCorp (the “Compensation Committee”) and requested that the Compensation Committee retain Towers Watson to assist it in its review of compensation and retention matters.

On August 17, 2010, Mr. Howe advised Mr. Nasser by letter that after carefully and thoroughly reviewing BHP’s proposal, the PotashCorp Board unanimously concluded that the proposed price grossly undervalues PotashCorp and its strong prospects for continued growth and shareholder value creation. It noted that the PotashCorp Board believes that the timing of BHP’s proposal is highly opportunistic and that it had determined that BHP’s proposal fails to adequately recognize the value of PotashCorp’s premier position in the industry, the value of its planned capacity expansions and the value of its equity investments. The letter stated that the PotashCorp Board believes that PotashCorp has a bright future as an independent company and that nothing in Mr. Nasser’s letter provides the basis for PotashCorp to alter its course. The letter also stated that the PotashCorp Board does not believe that the proposed transaction is in the best interests of the Shareholders.

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On August 17, 2010, PotashCorp publicly disclosed the unsolicited approach by BHP, the PotashCorp Board’s rejection of the BHP proposal and the contents of the Nasser and Howe letters. PotashCorp also separately announced on August 17, 2010 that the PotashCorp Board had adopted the Shareholder Rights Plan.

On August 18, 2010, BHP announced its intention to make the BHP Offer. The PotashCorp Board met on the morning of August 18, 2010 to receive an update from its advisors on the publicly disclosed terms of the BHP Offer.

On August 20, 2010, the BHP Offer was formally commenced by way of advertisement and the BHP Offer was filed with the SEC and the Canadian securities regulatory authorities.

On August 22, 2010, the PotashCorp Board met to discuss the BHP Offer and to receive presentations from PotashCorp’s Financial Advisors and legal counsel regarding the financial and legal terms, respectively, of the BHP Offer. As part of their presentation, the Financial Advisors each presented their respective opinions, addressed to the PotashCorp Board that, as of the dates of such opinions and based upon and subject to the assumptions, limitations and qualifications stated therein, the consideration offered under the BHP Offer was inadequate, from a financial point of view, to Shareholders (other than BHP and any of its affiliates). The PotashCorp Board then met and on the basis of the Financial Advisors’ opinions and the other factors described under “Analysis and Reasons for the PotashCorp Board’s Conclusion and Recommendation”, the PotashCorp Board unanimously resolved to recommend to Shareholders that they reject the BHP Offer and not tender their Common Shares to the BHP Offer. The PotashCorp Board also approved the Directors’ Circular and its mailing to Shareholders.

The PotashCorp Board also decided to defer the “separation time” under the Shareholder Rights Plan and received a report of the Chairman of the Compensation Committee with respect to retention payments and the personnel retention program described under “Arrangements between PotashCorp and its Directors and Officers”.

Since August 16, 2010, the PotashCorp Board, together with PotashCorp’s management and financial and legal advisors, have been working to evaluate a range of strategic alternatives that may enhance shareholder value. PotashCorp has also been solicited by and has initiated contact with a number of third parties who have expressed an interest in considering alternative transactions. PotashCorp has established an electronic data room for the purpose of providing confidential information to third parties. Discussions are being pursued with various of these third parties in order to generate value enhancing alternatives. While it is impossible to predict whether any transactions will emerge from these efforts and discussions, the PotashCorp Board believes that PotashCorp and its assets are potentially very attractive to other parties in addition to BHP and expects to see an alternative proposal.

The PotashCorp Board has determined that disclosure with respect to the parties to, and the possible terms of, any transactions of the type referred to in the preceding paragraph might jeopardize any discussions or negotiations that the Company may conduct. Accordingly, the Company does not intend to disclose the possible terms of any such transaction or proposals until an agreement relating thereto has been reached, or as otherwise may be required by law.

OPINIONS OF THE FINANCIAL ADVISORS

Each of BofA Merrill Lynch, GS and RBC was retained to assess the BHP Offer and to provide advice to the PotashCorp Board in connection with the BHP Offer. Each of BofA Merrill Lynch, GS and RBC has delivered a written opinion addressed to the PotashCorp Board concluding that based on the assumptions, limitations and qualifications set forth in the opinion delivered by each of them, as of the date thereof, the consideration being offered under the BHP Offer was inadequate, from a financial point of view, to Shareholders (other than BHP and any of its affiliates).

The full texts of the written opinions of each of BofA Merrill Lynch, GS and RBC are attached as Schedules A, B and C, respectively, to this Directors’ Circular. You are urged to read each opinion carefully and in its entirety for a description of the procedures followed, matters considered and limitations on the review undertaken. The opinions address only the adequacy of the consideration offered under the BHP Offer from a financial point of view to Shareholders (other than the Offeror and any of its affiliates). The opinions were provided for the information and assistance of the PotashCorp Board in connection with its consideration of the BHP Offer. The descriptions and the opinions do not constitute a recommendation to any Shareholder as to whether they should tender their Common Shares to the BHP Offer.

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HOW TO WITHDRAW YOUR DEPOSITED COMMON SHARES

Shareholders who have tendered their Common Shares to the BHP Offer can withdraw them: (a) at any time before their Common Shares have been taken up by the Offeror pursuant to the BHP Offer; (b) if their Common Shares have not been paid for by the Offeror within 3 business days after having been taken up by the Offeror; (c) before the expiration of ten days from the day the Offeror mails a notice announcing that it has changed or varied the BHP Offer unless, among other things, prior to the filing of such notice the Offeror has taken up their Common Shares or the variation in the BHP Offer consists solely of an increase in the consideration offered and the BHP Offer is not extended for more than ten days; and (d) if BHP has not taken up their Common Shares within 60 days of the commencement of the BHP Offer, at any time after the 60-day period until BHP takes up their Common Shares.

Shareholders who hold Common Shares through a brokerage firm should contact their broker to withdraw Common Shares on their behalf. If the Common Shares have been deposited pursuant to the procedures for book-entry transfer, as set out in Section 3 of the BHP Offer, “Manner of Acceptance”, any notice of withdrawal must specify the name and number of the account at CDS Clearing and Depositary Services Inc. (“CDS”) or the Depository Trust Company (“DTC”), as applicable, to be credited with the withdrawn Common Shares and otherwise comply with the procedures of CDS or DTC, as applicable.

For assistance in withdrawing your Common Shares, you should contact your broker or PotashCorp’s information agents, Georgeson and Innisfree, at the addresses and phone numbers on the back page of this Directors’ Circular.

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OWNERSHIP OF SECURITIES OF POTASHCORP

The following table sets out the names and positions of each director and officer of PotashCorp and the number of common shares, options and DSUs of PotashCorp beneficially owned, or over which control or direction is exercised by each such person and, where known after reasonable enquiry, by each associate and affiliate of any insider of PotashCorp, each associate and affiliate of PotashCorp, any insider of PotashCorp other than a director or officer of PotashCorp and each person acting jointly or in concert with PotashCorp as of August 23, 2010.

		Number and
		Percentage of
		Common Shares
		Beneficially			Number and			Number and
		Owned or			Percentage			Percentage
Name	Position	Controlled			of Options			of DSUs(1)
Daphne J. Arnason	Vice President, Internal Audit		34,173			219,980			—
			(0.012%	)		(1.808%	)
Clark Bailey	Senior Vice President, Projects		8,665			65,600			—
	and Technical Services,		(0.003%	)		(0.539%	)
	PCS Potash
Wayne R. Brownlee	Executive Vice President,		58,501			1,014,410			—
	Treasurer and Chief		(0.020%	)		(8.335%	)
	Financial Officer
Christopher M. Burley	Director		10,000			—			824
			(0.003%	)					(0.437%	)
Karen G. Chasez	Vice President, Procurement		7,420			73,600			—
			(0.002%	)		(0.605%	)
G. David Delaney	Executive Vice President and		40,548			206,050			—
	Chief Operating Officer		(0.014%	)		(1.693%	)
Stephen F. Dowdle	President, PCS Sales		20,590			197,980	(2)		—
			(0.009%	)		(1.627%	)
William J. Doyle	Director, President and		468,035	(3)		3,040,586			—
	Chief Executive Officer		(0.158%	)		(24.984%	)
John W. Estey	Director		—			—			22,352
									(11.860%	)
C. Steven Hoffman	Director		2,200			—			2,940
			(0.001%	)					(1.560%	)
Michael Hogan	Vice President,		248			52,100			—
	Potash Operations		(0.0001%	)		(0.428%	)
Dallas J. Howe	Director		69,615			39,600			36,826
			(0.023%	)		(0.325%	)		(19.540%	)
John R. Hunt	Vice President, Safety,		5,520			76,100			—
	Health and Environment		(0.002%	)		(0.625%	)
Barbara Jane Irwin	Senior Vice President,		64,496			724,700			—
	Administration		(0.022%	)		(5.955%	)
Robert A. Jaspar	Senior Vice President,		22,900			104,600			—
	Information Technology		(0.008%	)		(0.859%	)
Alice D. Laberge	Director		6,000			—			16,883
			(0.002%	)					(8.958%	)

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		Number and
		Percentage of
		Common Shares
		Beneficially			Number and			Number and
		Owned or			Percentage			Percentage
Name	Position	Controlled			of Options			of DSUs(1)
Keith G. Martell	Director		600			—			4,205
			(0.0002%	)					(2.231%	)
Jeffrey J. McCaig	Director		10,850	(4)		73,150			28,077
			(0.004%	)		(0.601%	)		(14.898%	)
Mary Mogford	Director		12,791			18,000			25,901
			(0.004%	)		(0.148%	)		(13.743%	)
Garth W. Moore	President, PCS Potash		30,873			300,710			—
			(0.010%	)		(2.471%	)
Joseph A. Podwika	Senior Vice President,		7,923			126,610			—
	General Counsel and Secretary		(0.003%	)		(1.040%	)
Thomas J. Regan, Jr.	President, PCS Phosphate		37,713			261,050			—
	and PCS Nitrogen		(0.013%	)		(2.145%	)
Bernard Rock	Senior Vice President,		19,813			81,100			—
	Fertilizer Sales,		(0.007%	)		(0.666%	)
	Trinidad Amonia
Paul J. Schoenhals	Director		4,685			—			18,685
			(0.002%	)					(9.914%	)
Denis A. Sirois	Vice President and		18,816			309,980			—
	Corporate Controller		(0.006%	)		(2.547%	)
E. Robert Stromberg	Director		33,860			39,600			16,911
			(0.011%	)		(0.325%	)		(8.973%	)
Elena Viyella de Paliza	Director		18,000	(5)		—			14,857
			(0.006%	)					(7.883%	)

Notes:

(1)	For more information regarding the Company’s Deferred Share Unit Plan please see the description below under the heading “Arrangements between PotashCorp and its Directors and Officers — PotashCorp Deferred Share Unit Plan”.
(2)	Includes 50,000 options held in the Stephen Dowdle 2009 Trust #2 and 43,380 options held in the Stephen Dowdle 2009 Trust #3.
(3)	Includes 230,728 Common Shares held in the Doyle Family LLC, 50,000 Common Shares held in the Doyle Family Stock Trust I, 50,000 Common Shares held in the Doyle Family Stock Trust II, 19,898 Common Shares held in the William & Kathy Doyle Foundation and 85,838 Common Shares held in the William J. Doyle Revocable Trust.
(4)	Includes 6000 Common Shares held in McVestco Holdings Ltd. and 4,850 Common Shares held in The Jeffrey & Marilyn McCaig Family Foundation.
(5)	Includes 8,000 Common Shares held in Hammersworth Holdings Limited.

INTENTION OF DIRECTORS AND OFFICERS WITH RESPECT TO THE BHP OFFER

The PotashCorp Board has made reasonable enquiries of each director and officer of PotashCorp and their respective associates. Each of the directors and officers of PotashCorp together with their respective associates have indicated their intention to reject the BHP Offer and not tender any of their Common Shares (including Common Shares underlying options held immediately prior to the expiry time of the BHP Offer) to the BHP Offer.

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PRINCIPAL HOLDERS OF SECURITIES OF POTASHCORP

To the knowledge of the directors and officers of PotashCorp, after reasonable enquiry, as at August 23, 2010, no person owned, directly or indirectly, or exercised control or direction over 10% or more of any class of securities of PotashCorp and no person acting jointly or in concert with PotashCorp owned any securities of PotashCorp.

TRADING IN SECURITIES OF POTASHCORP

Except as set out below, during the six months preceding the date hereof, none of PotashCorp, the directors or officers of PotashCorp nor, to the knowledge of the directors and officers of PotashCorp, after reasonable enquiry, any associate or affiliate of an insider of PotashCorp, any associate or affiliate of PotashCorp or any person acting jointly or in concert with PotashCorp, has traded any Common Shares.

		No. of
		Common		Price per
Name	Date of Trade	Shares(1)		Common Share		Nature of Transaction
Clark Bailey	March 15, 2010		2,000	$	124.92	Exercise of Options and Sale of Underlying Common Shares in Public Market
Karen G. Chasez	March 17, 2010		6,000	$	125.71	Exercise of Options and Sale of Underlying Common Shares in Public Market
G. David Delaney	March 15, 2010		15,000	$	124.09	Exercise of Options and
						Sale of Underlying Common Shares in Public Market
	May 11, 2010		195	$	102.34	Acquisition in Public Market
William J. Doyle	May 17, 2010		10,000	$	100.93	Exercise of Options and
	May 18, 2010		10,000	$	102.36	Sales of Underlying
	May 19, 2010		10,000	$	100.07	Common Shares in Public
	May 26, 2010		5,400	$	96.19	Market
	May 27, 2010		25,000	$	98.65
	May 28, 2010		9,300	$	100.18
	June 2, 2010		10,700	$	98.37
	June 7, 2010		8,500	$	96.14
	June 9, 2010		20,000	$	97.19
	June 11, 2010		20,000	$	100.00
	June 14, 2010		19,300	$	100.33
	June 15, 2010		10,000	$	100.63
	June 17, 2010		22,400	$	100.89
	June 18, 2010		100	$	100.06
	June 21, 2010		8,600	$	100.07
	June 22, 2010		6,600	$	99.21
John W. Estey	March 5, 2010		3,500	$	116.81	Disposition in Public Market
Barbara Jane Irwin	June 9, 2010		7,350	$	97.10	Exercise of Options and Sale of Underlying Common Shares in Public Market
Elena Viyella de Paliza	May 11, 2010		8,000	$	102.75	Acquisition in Public Market
Bernard Rock	February 18, 2010		4,416	$	115.39	Exercise of Options and
	March 15, 2010		10,000	$	124.62	Sales of Underlying Common Shares in Public Market

Notes:

(1)  During the six months preceding the date hereof, officers and directors of PotashCorp have acquired, in the aggregate, a total of 1,552 Common Shares under automatic share purchase/ownership plans.

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ISSUANCES OF SECURITIES OF POTASHCORP

No Common Shares (or securities convertible into Common Shares) have been issued to the directors, officers and any other insiders of PotashCorp during the two years preceding the date of this Directors’ Circular except as set out in Schedule D.

ARRANGEMENTS BETWEEN POTASHCORP AND
ITS DIRECTORS AND OFFICERS

Other than as described in this Directors’ Circular or in PotashCorp’s management information circular dated February 19, 2010, no agreement, commitment or understanding has been made, or is proposed to be made, between PotashCorp and any of its directors or officers pursuant to which a payment or other benefit is to be made or given by way of compensation for loss of office or as to their remaining in or retiring from office if the BHP Offer is successful.

Change of Control Agreements

Effective December 30, 1994, PotashCorp and, where applicable, PCS Sales entered into change of control agreements (“Change of Control Agreements”) with Mr. Doyle, Mr. Brownlee and Mr. Moore. Under the Change of Control Agreements, a “change of control” includes an event that results in a party (including persons acting jointly or in concert with that party) owning 20% or more of the voting securities of the Company. Assuming the conditions in the BHP Offer are satisfied and BHP takes up and pays for Common Shares, the BHP Offer would result in a “change of control” and certain “change of control” payments and other obligations and entitlements may be owed by PotashCorp to such officers in certain circumstances, as further described below.

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

•  a lump-sum payment of three times the executive’s current base salary and average bonus for the last three years;

•  a lump-sum payment of the pro-rata target bonus for the year in which the termination occurs;

•  immediate vesting and cash out of all outstanding Medium-Term Incentive Plan awards;

•  a credit of three additional years of service under the Canadian Supplemental Plan;

•  a three-year continuation of medical, disability and group term life insurance, provided that these benefits terminate upon obtaining similar coverage from a new employer or upon commencement of retiree benefits; and

•  financial or outplacement counselling to a maximum of CDN$10,000.

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

The Change of Control agreements further provide that all outstanding non-exercisable options granted to the executive become exercisable upon the occurrence of a change of control. In the event no public market for the Common Shares exists, PotashCorp will compensate the executive for the value of his or her options based on a Common Share value approved by our Shareholders upon a change of control, or, if no such value has been approved, the market value of the Common Shares when last publicly traded.

Personnel Retention Program

Since the announcement of the BHP Offer, PotashCorp has been evaluating various matters relevant to its personnel retention programs in the context of a change of control to ensure that its ability to achieve the best outcome for Shareholders would not be damaged by the loss of key employees during the period of extreme uncertainty caused by the BHP Offer. PotashCorp recognizes the importance of retaining its current key employees without distraction to assist in the response to the BHP Offer and in the consideration of potential alternatives. The Compensation Committee determined that it is in the best interests of the Company to put in place certain initiatives, including retention bonuses and expanded severance, currently intended to apply to key non-senior management employees, which are designed to

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ensure that the commitment and job performance of such employees does not suffer as a result of the distractions created by the BHP Offer. The Compensation Committee expects to recommend that the PotashCorp Board approve and adopt such personnel retention programs on terms consistent with industry practice. The Compensation Committee and the PotashCorp Board have determined that, in the aggregate, the incremental costs of the personnel retention programs would not be a material cost to PotashCorp nor a deterrent to the Company being able to pursue and potentially realize upon other strategic alternatives.

The Board and Compensation Committee will continue to monitor developments and may, depending on the circumstances, authorize additional arrangements if they determine that doing so would be in the best interest of the Company.

PotashCorp Option Plans

Under the Company’s option plans a “change of control” includes an event that results in a party (including persons acting jointly or in concert with that party) beneficially owning 20% or more of the voting securities of the Company. Assuming the conditions in the BHP Offer are satisfied and BHP takes up and pays for Common Shares, the BHP Offer would result in a “change in control” as defined in the Company’s various option plans. All outstanding options granted prior to 2009 become exercisable upon a change in control. Outstanding options granted under the 2009 Performance Option Plan and 2010 Performance Option Plan (collectively, the “New Performance Option Plans”) become exercisable if either of the two following circumstances occurs: (i) upon a change of control, the potential successor fails to assume the obligations with respect to each option granted under the New Performance Option Plans or fails to convert or replace such options with equivalent options or (ii) the optionee is terminated without Cause (as defined in the New Performance Option Plans) or resigns for Good Reason (as defined in the New Performance Option Plans) during the two years following a change in control.

PotashCorp Deferred Share Unit Plan

Effective November 20, 2001, the Company adopted the Deferred Share Unit Plan (the “Plan”), which allows non-employee directors to defer, in the form of deferred share units (“DSUs”) up to 100% of the annual retainer payable to such director in respect of serving as a director that would otherwise be payable in cash. Each DSU has an initial value equal to the market value of a Common Share at the time of deferral.

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

Other Arrangements

Upon termination following a change in control, officers without change in control agreements are generally entitled to receive (i) a pro rata portion of the current performance period’s Medium-Term Incentive Plan award and (ii) benefits under the Canadian or U.S. Supplemental Plan, as reduced in accordance with the plan’s early retirement provisions.

OWNERSHIP OF SECURITIES OF BHP

None of PotashCorp or the directors or officers of PotashCorp or, to their knowledge after reasonable enquiry, any associate or affiliate of an insider of PotashCorp, any affiliate or associate of PotashCorp, any insider of PotashCorp who is not a director or officer of PotashCorp or any person acting jointly or in concert with PotashCorp, beneficially owns, or exercises control or direction over, any securities of the Offeror, other than Mr. Wayne R. Brownlee, the Executive Vice President, Treasurer and Chief Financial Officer of the Company, who owns 6,600 BHP Billiton-sponsored American Depositary Receipts (“ADRs”), Ms. Alice D. Laberge, a director, who owns 60 BHP Billiton-sponsored ADRs and Mr. E. Robert Stromberg, a director, who owns 300 BHP Billiton-sponsored ADRs.

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INTEREST OF DIRECTORS AND OFFICERS
IN MATERIAL TRANSACTIONS OF THE OFFEROR

None of the directors or officers of PotashCorp and their associates nor, to the knowledge of the directors and officers of PotashCorp after reasonable inquiry, no person who owns more than 10% of any class of equity securities of PotashCorp has any interest in any material transaction to which the Offeror is a party.

None of the directors or officers of PotashCorp is a director or officer of the Offeror or any of its subsidiaries.

MATERIAL CHANGES IN THE AFFAIRS OF POTASHCORP

Except as publicly disclosed, the directors and officers of PotashCorp are not aware of any information that indicates any material change in the affairs, activities, financial position or prospects of PotashCorp since the date of its last published financial statements, being its unaudited financial statements for the quarter ended June 30, 2010.

REGULATORY MATTERS

U.S. Antitrust Filings.  Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The acquisition of Common Shares pursuant to the BHP Offer is subject to such requirements.

Under the provisions of the HSR Act applicable to the BHP Offer, certain acquisitions of common shares may not be consummated until the expiration of a 30 calendar day waiting period following the filing by BHP of a Notification and Report Form with respect to the BHP Offer, unless the Antitrust Division or the FTC grants early termination of such period. In the case of a cash tender such as the BHP Offer, offer the 30 calendar day waiting period is reduced to 15 calendar days. The Antitrust Division or the FTC may extend the waiting period of such filing by requesting additional information and documentary material relevant to the acquisition. If such a request is made, the waiting period will be extended until the thirtieth day after an acquiror has substantially complied with such request. In the case of a cash tender offer such as the BHP Offer, this 30 calendar day waiting period is reduced to 10 calendar days. Following the expiration of the waiting period, under the HSR Regulations, closing could be further delayed only by court order or consent. BHP made its initial filings with the FTC on August 20, 2010. If any of the waiting periods set out in this paragraph would expire on a Saturday, Sunday or legal public holiday (as defined in 5 USC Section 6103(a)) the waiting period shall be extended to 11:59 pm Eastern time of the next regular business day).

The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the acquisition of Common Shares pursuant to the BHP Offer. At any time before or after the consummation of any such transactions, the Antitrust Division or the FTC could, notwithstanding termination of the waiting period, take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Common Shares pursuant to the BHP Offer or seeking divestiture of Common Shares so acquired or divestiture of substantial assets of BHP or PotashCorp or any of their respective subsidiaries. State attorneys general may also bring legal actions under the antitrust laws, and private parties may bring such actions under certain circumstances.

Canadian Competition Filings.  Subject to certain limited exceptions, the Competition Act (Canada) (the “CA”) requires the Commissioner of Competition (the “Commissioner”) to be notified in advance of proposed transactions that exceed certain financial thresholds and, in the case of share acquisitions, that exceed an additional voting interest threshold. The BHP Offer constitutes a notifiable transaction for the purposes of the CA. As such, prescribed information and documents must be submitted to the Commissioner by each party to the proposed transaction and a waiting period must expire or be terminated or waived by the Commissioner before the proposed transaction may be completed. Alternatively, as described below, in cases with limited competitive overlap between the parties, one or more of the parties may apply to the Commissioner for an “Advance Ruling Certificate” (“ARC”) (which if granted exempts the parties from the requirement to notify) or a so-called “no-action” letter and a waiver of the requirement to notify.

If notification materials are submitted, the waiting period is 30 calendar days after the day on which the parties to the transaction submit the required notification, provided that, before the expiry of this period, the Commissioner has not notified the parties that she requires additional information that is relevant to her assessment of the proposed transaction (a

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“Supplementary Information Request” or “SIR”). In the case of an unsolicited offer such as the BHP Offer, the waiting period commences with the filing of complete notification materials by the offeror, and the company whose shares it wishes to acquire is required to provide such materials within 10 calendar days after receiving notice from the Commissioner of the receipt of notification materials from the offeror. If a SIR is issued, the parties cannot complete the transaction until after 30 calendar days following their compliance with such SIR (again, in the case of an unsolicited offer such as the BHP Offer, this additional 30 days would commence following BHP’s compliance with the SIR, without reference to when PotashCorp complies).

Alternatively, or in addition to filing the prescribed notification information, a party to a notifiable transaction may apply to the Commissioner for an ARC, which may be issued where she is satisfied that she would not have sufficient grounds on which to apply to the Competition Tribunal for an order under the merger provisions of the CA. If the Commissioner issues an ARC in respect of a proposed transaction, the transaction is exempt from the pre-merger notification provisions or, if notification was made, the waiting period is terminated; the Commissioner is also prevented from applying to the Competition Tribunal for an order under the merger provisions of the CA on the basis of substantially the same information as that on the basis of which the ARC was issued.

Where the Commissioner does not issue an ARC but nonetheless notifies the parties that she does not, at that time, intend to make an application under the merger provisions of the CA in respect of the proposed transaction (a “no-action” letter), any statutory waiting period terminates. If no notification materials were submitted, the Commissioner may also choose to waive the requirement to notify the transaction, on the basis of the information submitted in the request for an ARC. Issuance of a “no-action” letter as opposed to an ARC, however, preserves the Commissioner’s ability to challenge the transaction for a period of up to one year after closing.

Absent the issuance of an ARC, the Commissioner may apply to the Competition Tribunal for an order in respect of any proposed merger, or in respect of a completed merger for up to one year after closing, if she is of the view that the merger has substantially lessened or prevented competition, or is likely substantially to lessen or prevent competition. The Competition Tribunal may issue a variety of orders, including for the dissolution of a completed merger or for the divestiture of assets and shares, and it may prohibit the completion of a proposed merger or impose conditions thereon. Interim injunctions may also be issued in some circumstances.

BHP filed statutory notification materials under the Competition Act on August 20, 2010 in connection with the BHP Offer. PotashCorp was notified of the receipt thereof by the Commissioner on August 20, 2010. PotashCorp is required to file statutory notification materials for its own by August 30, 2010. The 30 day initial waiting period will expire on September 20, 2010, unless a SIR is issued prior to that time.

BHP also filed with the Commissioner of Competition, on August 20, 2010, a request for an ARC or, in the alternative, a no-action letter. The Commissioner’s review of whether the Offer, if consummated, is likely to substantially lessen or prevent competition is ongoing.

Investment Canada Review.  In addition, in Canada, the acquisition of PotashCorp by BHP will be subject to review under the Investment Canada Act (the “ICA”) and will require approval of the Federal Minister of Industry (the “Minister”) who will have to determine whether the BHP Offer is likely to be of “net benefit” to Canada. The Minister will make this determination in consultation with the affected provinces, including Saskatchewan and New Brunswick in this case. Consistent with other cases, the Minister would require certain undertakings from BHP prior to determining whether BHP’s acquisition of PotashCorp is likely to be of “net benefit” to Canada taking into account, among other things, certain factors specified in the ICA and any written undertakings that may have been given by the applicant. The ICA contemplates an initial review period of 45 days after filing; however, if the Minister has not completed the review by that date, the Minister may unilaterally extend the review period by up to 30 days (or such longer period as may be agreed to by the applicant) to permit completion of the review.

The prescribed factors of assessment to be considered by the Minister include, among other things, the effect of the investment on the level and nature of economic activity in Canada (including the effect on employment, resource processing, utilization of Canadian products and services and exports), the degree and significance of participation by Canadians in the acquired business, the effect of the investment on productivity, industrial efficiency, technological development, product innovation and product variety in Canada, the effect of the investment on competition within any industry in Canada, the compatibility of the investment with national industrial, economic and cultural policies (taking into consideration corresponding provincial policies) and the contribution of the investment to Canada’s ability to

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compete in world markets. If the Minister determines that he is not satisfied that the proposed investment is likely to be of net benefit to Canada, the transaction may not be implemented.

BHP filed an application for review by the Minister under the ICA on August 20, 2010. The initial 45-day period for conclusion of this review will expire on October 4, 2010, unless extended by the Minister.

The approval process may well not be completed by October 19, 2010 and the nature and implications of any such undertakings to the Minister as are likely to be required in order to obtain his approval will therefore not be known at that time.

Additionally, an investment cannot be implemented where the Minister gives notice under the ICA that an order for a national security review of the investment has been or may be made, unless the investor subsequently receives: (i) a notice from the Minister indicating that no order for the review of the investment will be made; (ii) a notice from the Minister, after an order for a national security review of the investment has been made, indicating that no further action will be taken in respect of the investment; or (iii) after an order for a national security review of the investment has been made, a copy of an order of the Governor in Council (“GIC”) authorizing the investment to be implemented. An order for a national security review may only be made where the Minister, after consulting with the Minister of Public Safety and Emergency Preparedness, considers the investment could be injurious to Canada’s national security (“national security” is undefined in the statute). An order for such a review is made by the GIC on recommendation of the Minister. Where such an order has been made, the parties to the transaction may not complete their transaction until they receive either a notice that no further action will be taken in respect of the investment or the GIC makes an order allowing the investor to complete the transaction on such conditions as the GIC considers advisable to protect Canada’s national security. The review of an investment on the grounds of national security may occur whether or not an investment is subject to review on the basis of net benefit to Canada. However, where an application for review has been submitted, no notice of a national security review may be issued by the Minister more than 45 days after receipt of the completed application for review (a further 5 days is permitted for delivery of that notice to the investor).

The initial 45-day time period for issuance of a national security notice by the Minister commenced with the filing of the BHP application for review on August 20, 2010, and will expire on October 4, 2010, The Minister has an additional 5 days in which to deliver such notice. Such notice may either commence a national security review, or may provide notice of a potential national security review, in which case Cabinet would have a further 25 days in order to decide whether to order such a review. Accordingly, BHP may not know by October 19, 2010 whether a national security review will be required. If ordered, a national security review may take as long as a further 130 days notice of a potential review.

Other.  In addition, certain other countries have regulatory requirements that may be applicable to the BHP Offer.

OTHER TRANSACTIONS

Other than as described or referred to in the Offer and Circular or in this Directors’ Circular, no negotiations are underway in response to the BHP Offer which relate to or would result in (a) an extraordinary transaction such as a merger, reorganization or liquidation involving PotashCorp or any of its subsidiaries, (b) the purchase, sale or transfer of a material amount of assets by PotashCorp or any of its subsidiaries, (c) a take-over bid or other acquisition of securities of PotashCorp by any person, (d) an issuer bid or other acquisition of securities by PotashCorp or any of its subsidiaries, or (e) any material change in the indebtedness, capitalization or dividend rate or policy of PotashCorp.

Other than as described or referred to in this Directors’ Circular, there is no transaction, PotashCorp Board resolution, agreement in principle or signed contract of PotashCorp which has occurred in response to the BHP Offer and that related to one of the matters set forth in the preceding paragraph.

OTHER INFORMATION

Except as noted below or as otherwise described or referred to in this Directors’ Circular, or otherwise publicly disclosed, no other information is known to the directors or officers of PotashCorp that would reasonably be expected to affect the decision of the Shareholders to accept or reject the BHP Offer.

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Shareholder Rights Plan and Issuance of Share Purchase Rights

On August 16, 2010, the PotashCorp Board adopted a Shareholder Rights Plan (the “Shareholder Rights Plan”), subject to TSX acceptance, and declared an issuance of one Right for each Common Share to the Shareholders of record at the close of business on August 16, 2010. The Shareholder Rights Plan is intended to ensure that in the context of a formal take-over bid, the PotashCorp Board has sufficient time to explore and develop alternatives to enhance shareholder value, including competing transactions that might emerge.

The following is a summary of the principal terms of the Shareholder Rights Plan, which summary is qualified in its entirety by reference to the full terms and conditions of the Shareholder Rights Plan. A copy of the Shareholder Rights Plan is available on SEDAR. Except as otherwise defined herein, capitalized terms used below have the meanings ascribed thereto in the Shareholder Rights Plan.

•  Issue of Rights.  The PotashCorp Board has authorized the issuance of one Right in respect of each Common Share outstanding as of the close of business on August 16, 2010. One Right will also be issued in respect of each Common Share issued thereafter, subject to the limitations set forth in the Shareholder Rights Plan.

•  Acquiring Person.  An “Acquiring Person” is a person that Beneficially Owns 20% or more of the outstanding Voting Shares. However, an Acquiring Person does not include the Company or any subsidiary of the Company, or any person that would become an Acquiring Person as a result of certain exempt transactions. These exempt transactions include, among others: (a) acquisitions pursuant to a Permitted Bid or Competing Permitted Bid (as described below), (b) specified distributions of securities of the Company, (c) certain other specified exempt acquisitions, and (d) transactions to which the application of the Shareholder Rights Plan has been waived by the PotashCorp Board.

•  Rights Exercise Privilege.  The Rights will separate from the Common Shares to which they are attached and will become exercisable on the close of business on the tenth Trading Day after the earlier of: (a) the first date of public announcement of facts indicating that a Person has become an Acquiring Person; (b) the date of commencement of, or first public announcement of the intent of any person (other than the Company or any Subsidiary) to commence, a Take-over Bid, other than a Permitted Bid or a Competing Permitted Bid, or (c) the date upon which a Permitted Bid or a Competing Permitted Bid ceases to qualify as such, or, in the case of each of (a), (b) and (c) above, such later date as the PotashCorp Board may determine (the “Separation Time”). Subject to adjustment as provided in the Shareholder Rights Plan, following the Separation Time, each Right will entitle the holder to purchase one Common Share for an exercise price (the “Exercise Price”) equal to three times the prevailing market price of a Common Share as at the Separation Time. On August 22, 2010, the Potash Board decided to defer the Separation Time.

A transaction in which a person becomes an Acquiring Person is referred to as a “Flip-in Event”. Upon the occurrence of a Flip-in Event, any Rights Beneficially Owned by an Acquiring Person, its Associates, Affiliates and any person acting jointly or in concert with the foregoing (or any transferee or successor of such Rights) will become null and void and the Rights (other than those Beneficially Owned by the Acquiring Person, its Associates, Affiliates and any person acting jointly or in concert with the foregoing or any transferee of such Rights) will entitle the holder to purchase, for the Exercise Price, that number of Common Shares having an aggregate market price equal to twice the Exercise Price, subject to adjustment in certain circumstances.

•  Impact Once Shareholder Rights Plan is Triggered.  By permitting holders of Rights, other than Rights Beneficially Owned by an Acquiring Person, its Associates, Affiliates and any person acting jointly or in concert with the foregoing (or any transferee of such Rights), to acquire Common Shares of the Company at a discount to market value, the Rights may cause substantial dilution to a person or group that becomes an Acquiring Person other than by way of a Permitted Bid or a Competing Permitted Bid or other than in circumstances where the Rights are redeemed or the PotashCorp Board waives the application of the Shareholder Rights Plan.

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•  Certificates and Transferability.  Prior to the Separation Time, certificates for Common Shares will also evidence one Right for each Common Share represented by the certificate. Certificates evidencing Common Shares issued after August 16, 2010 will bear a legend to this effect.

Prior to the Separation Time, the Rights will not be transferable separately from the attached Common Shares. From and after the Separation Time, the Rights will be evidenced by Rights certificates which will be transferable and traded separately from the Common Shares.

•  Permitted Bids and Competing Permitted Bids.  The Shareholder Rights Plan is not triggered by a Permitted Bid or a Competing Permitted Bid.

A “Permitted Bid” is a take-over bid where the bid is made by way of a take-over bid circular to all holders of Voting Shares, other than the Offeror, and the bid is subject to irrevocable and unqualified conditions that (a) no Voting Shares shall be taken up or paid for prior the close of business on the date which is not less than 90 days after the date of the bid and then only if more than 50% of the outstanding Voting Shares held by Independent Shareholders, determined as at the close of business on the date of first take-up or payment for Voting Shares under the bid, have been deposited to the bid and not withdrawn, (b) Voting Shares may be deposited pursuant to the bid (unless the bid is withdrawn) at any time prior to the close of business on the date Voting Shares are first taken up and paid for under the bid and may be withdrawn at any time prior to the close of business on such date, and (c) if the 50% condition set forth in (a) above is satisfied, that fact will be publicly announced and the bid will be extended for at least 10 Business Days following such announcement.

For such purposes, “Independent Shareholders” means holders of outstanding Voting Shares, but shall not include (a) any Acquiring Person or any Offeror, or any Affiliate or Associate of such Acquiring Person or such Offeror, or any Person acting jointly or in concert with such Acquiring Person or such Offeror, or (b) a Person who is a trustee of any employee benefit plan, stock purchase plan, deferred profit sharing plan or any similar plan or trust for the benefit of employees of the Company or a Subsidiary of the Company, unless the beneficiaries of any such plan or trust direct the manner in which the Voting Shares are to be voted or direct whether the Voting Shares are to be deposited or tendered to a Take-over Bid.

A “Competing Permitted Bid” is a Take-over Bid made after a Permitted Bid or another Competing Permitted Bid has been made and prior to the expiry of that Permitted Bid or Competing Permitted Bid and that satisfies all the criteria of a Permitted Bid except that since it is made after a Permitted Bid has been made, the minimum deposit period and the time period for the take-up of and payment for Common Shares tendered under a Competing Permitted Bid is not 90 days, but is instead the later of (a) 35 days after the date the Competing Permitted Bid is made, and (b) the earliest date for take-up and payment of Common Shares under any other Permitted Bid or Competing Permitted Bid then in existence.

Neither a Permitted Bid nor a Competing Permitted Bid is required to be approved by the PotashCorp Board and such bids may be made directly to shareholders. Acquisitions of Voting Shares made pursuant to a Permitted Bid or a Competing Permitted Bid do not give rise to a Flip-in Event.

•  Waiver, Redemption and Amendment.  The PotashCorp Board may, at any time prior to the occurrence of a Flip-in Event that would occur by reason of an acquisition of Voting Shares otherwise than pursuant to a take-over bid made by means of a take-over bid circular to all holders of record of Voting Shares or by inadvertence (as outlined in the next two paragraphs below), waive the application of the Shareholder Rights Plan to such Flip-in Event.

The PotashCorp Board may, at any time prior to the occurrence of a Flip-in Event that would occur by reason of a Take-over Bid for all Voting Shares made by means of a take-over bid circular sent to all holders of record of Voting Shares, waive the application of the Shareholder Rights Plan to such Flip-in Event by written notice delivered to the Rights Agent, provided however, that if the PotashCorp Board waives the application of the Shareholder Rights Plan to such Flip-in Event, the PotashCorp Board shall be deemed to have waived the application of the Shareholder Rights Plan to any other Flip-in Event occurring by reason of any Take-over Bid for all Voting Shares which is made by means of a take-over bid circular sent to all holders of record of Voting Shares prior to the expiry, termination or withdrawal of any Take-over Bid in respect of which a waiver is, or is deemed to have been granted.

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The PotashCorp Board may also waive the application of the Shareholder Rights Plan to such Flip-in Event, if the following conditions are satisfied: (a) the PotashCorp Board has determined that the Acquiring Person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person; and (b) such Acquiring Person: (i) has reduced its Beneficial Ownership of Voting Shares such that, at the time of the waiver, it is no longer an Acquiring Person; or (ii) covenants in favour of the Company, on terms acceptable to the PotashCorp Board, to reduce its Beneficial Ownership of Voting Shares within a period of time specified by the PotashCorp Board such that, at the time the waiver becomes effective at the expiry of such period of time, it is no longer an Acquiring Person; and in the event of such waiver, for the purposes of the Shareholder Rights Plan, the Flip-in Event shall be deemed never to have occurred.

At any time prior to the occurrence of a Flip-in Event, the PotashCorp Board may elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.000001 per Right. In the event that, prior to the occurrence of a Flip-in Event, a person acquires Voting Shares pursuant to a Permitted Bid, a Competing Permitted Bid or pursuant to a transaction for which the PotashCorp Board has waived the application of the Shareholder Rights Plan, then the PotashCorp Board shall, immediately upon the consummation of such acquisition, without further formality, be deemed to have elected to redeem the Rights at the redemption price.

Prior to the occurrence of a Flip-in Event, the Company may at any time amend, supplement, vary or delete any of the provisions of the Shareholder Rights Plan and the Rights in its sole discretion by resolution of the PotashCorp Board acting in good faith; provided that no such amendment, supplement, variation or deletion shall be made to the provisions of the Shareholder Rights Plan relating to the Rights Agent except with the written concurrence of the Rights Agent.

•  Term.  The Shareholder Rights Plan will terminate from and after the earlier of (a) the date on which the Rights are redeemed or deemed to be redeemed by the PotashCorp Board and (b) six months from the Effective Date, unless the Shareholder Rights Plan is confirmed by the Company’s shareholders at a meeting of shareholders held within six months of the Effective Date, in which case the Shareholder Rights Plan will terminate on the third anniversary of the Effective Date, subject to receipt of regulatory approval.

PERSONS OR ASSETS EMPLOYED, COMPENSATED OR USED

Each of BofA Merrill Lynch, GS and RBC was retained to render financial advisory services to the PotashCorp Board in connection with the analysis and consideration of, and response to, the BHP Offer. PotashCorp will pay each of the Financial Advisors reasonable and customary compensation for their services and will reimburse each of them for their reasonable out-of-pocket expenses. A significant portion of the fees payable to each of the Financial Advisors in connection with their respective engagements related to the BHP Offer is payable on consummation of certain transactions with one or more third parties, including upon consummation of the BHP Offer, in the event the Company does not consummate the BHP Offer and/or if certain other transactions with any party occur before a certain date. PotashCorp has agreed to indemnify each of the Financial Advisors against certain liabilities arising out of or in connection with their engagement.

The opinion of RBC attached to this Director’s Circular as Schedule C (the “RBC Opinion”) states that it is being provided for use of the PotashCorp Board and that it may not be used by any other person or relied upon by any other person other than the PotashCorp Board, without the express prior written consent of RBC. Pursuant to the letter agreement, dated August 13, 2010, between PotashCorp and RBC, RBC has expressly stated that any opinion will be provided solely for the use of the PotashCorp Board and may not be used or relied upon by any other person without the express prior written consent of RBC. Whether or not the RBC Opinion could be relied upon by Shareholders to support a claim against RBC is an issue that, if asserted, would be resolved by a court of competent jurisdiction. The availability of a defense would have no effect on the rights and responsibilities of the PotashCorp Board under applicable Canadian law, or on the rights and responsibilities of the PotashCorp Board or RBC under applicable United States federal securities laws.

The Company has retained Joele Frank, Wilkinson, Brimmer, Katcher (“Joele Frank”), Tulchan Communications LLP (“Tulchan”) and Nightingale Communications (“Nightingale”) to assist it in connection with the Company’s communications with Shareholders with respect to the BHP Offer. Each of Joele Frank, Tulchan and Nightingale will

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receive reasonable and customary compensation for its services and reimbursement for its reasonable out-of-pocket expenses. PotashCorp has agreed to indemnify each of Joele Frank and Tulchan against certain liabilities arising out of or in connection with the engagement.

PotashCorp has also retained Fleishman-Hillard Inc. as its government relations advisors (the “Government Relations Advisor”) in connection with the BHP Offer and certain related matters. PotashCorp will pay its Government Relations Advisor reasonable and customary compensation for its services and will reimburse them for its reasonable out-of-pocket expenses. PotashCorp has agreed to indemnify its Government Relations Advisor against certain liabilities arising out of or in connection with the engagement.

PotashCorp has also retained Georgeson and Innisfree as its information agents in connection with the BHP Offer and certain related matters. Each of Georgeson and Innisfree will receive reasonable and customary compensation for its services and reimbursement for its reasonable out-of-pocket expenses. PotashCorp has agreed to indemnify each of Georgeson and Innisfree against certain liabilities arising out of or in connection with the engagement.

Except as set forth above, neither PotashCorp nor any person acting on its behalf has employed, retained or agreed to compensate any person making solicitations or recommendations to Shareholders in connection with the BHP Offer.

STATUTORY RIGHTS

Securities legislation in certain of the provinces and territories of Canada provides security holders of PotashCorp with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer.

APPROVAL OF DIRECTORS’ CIRCULAR

The content of this Directors’ Circular has been approved and the delivery thereof has been authorized by the PotashCorp Board.

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CONSENT OF MERRILL LYNCH CANADA INC.

We hereby consent to the reference to our opinion, dated August 22, 2010, in the Letter to Shareholders enclosed with the circular of the Board of Directors of Potash Corporation of Saskatchewan Inc., dated August 23, 2010 (the “Circular”), and under the captions “Questions and Answers about the Inadequate BHP Offer”, “Summary”, “Analysis and Reasons for the PotashCorp Board’s Conclusion and Recommendation”, “Background to the BHP Offer and Response of PotashCorp” and “Opinions of the Financial Advisors” and to the inclusion of the foregoing opinion in the Circular.

Toronto August 23, 2010	Merrill Lynch Canada Inc.

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CONSENT OF GOLDMAN, SACHS & CO.

PERSONAL AND CONFIDENTIAL

August 23, 2010

Board of Directors

Potash Corporation of Saskatchewan Inc.

Suite 500, 122 – 1st Avenue South

Saskatoon, Saskatchewan, Canada, S7K 7G3

Re: Directors’ Circular, dated August 23, 2010, and related Schedule 14D-9 of Potash Corporation of Saskatchewan Inc.

Ladies and Gentlemen:

Reference is made to our opinion letter, dated August 22, 2010 (the “Opinion Letter”), with respect to the adequacy from a financial point of view to the holders (other than the Offeror (as defined in the Opinion Letter) and any of its affiliates) of the outstanding common shares (the “Shares”) of Potash Corporation of Saskatchewan Inc. (the “Company”) of the US$130.00 per Share in cash proposed to be paid to such holders in the Offer (as defined in the Opinion Letter).

The Opinion Letter is provided for the information and assistance of the Board of Directors of the Company in connection with its consideration of the Offer and is not to be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except in accordance with our prior written consent. We understand that the Company has determined to include our Opinion Letter in the Directors’ Circular and Schedule 14D-9.

In that regard, we hereby consent to the reference to our Opinion Letter in the cover letter to the above-referenced Directors’ Circular and under the captions “Questions and Answers About the Inadequate BHP Offer”, “Summary”, “Analysis and Reasons for the PotashCorp Board’s Conclusion and Recommendation”, “Background to the BHP Offer and Response of PotashCorp” and “Opinions of the Financial Advisors” and to the inclusion of the Opinion Letter in the above-referenced Directors’ Circular and Schedule 14D-9. Notwithstanding the foregoing, it is understood that our consent is being delivered solely in connection with the filing of the above-mentioned Directors’ Circular and Schedule 14D-9 and that our Opinion Letter is not to be used, circulated, quoted or otherwise referred to, for any other purpose, nor is it to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement (including any subsequent amendments to the Directors’ Circular and Schedule 14D-9) or any other document, except in accordance with our prior written consent.

Very truly yours,

(GOLDMAN, SACHS & CO.)

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CONSENT OF RBC CAPITAL MARKETS

We hereby consent to the reference to our opinion, dated August 22, 2010, in the Letter to Shareholders enclosed with the circular of the Board of Directors of Potash Corporation of Saskatchewan Inc., dated August 23, 2010 (the “Circular”), and under the captions “Questions and Answers about the Inadequate BHP Offer”, “Summary”, “Analysis and Reasons for the PotashCorp Board’s Conclusion and Recommendation”, “Background to the BHP Offer and Response of PotashCorp” and “Opinions of the Financial Advisors” and to the inclusion of the foregoing opinion in the Circular.

Toronto August 23, 2010	RBC Dominion Securities Inc.

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CERTIFICATE

Dated: August 23, 2010

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

On behalf of the Board of Directors

(Signed) Dallas J. Howe	(Signed) William J. Doyle
Chairman of the Board	Director, President and Chief Executive Officer

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SCHEDULE A
OPINION OF MERRILL LYNCH CANADA INC.

Merrill Lynch Canada Inc.

August 22, 2010

The Board of Directors

Potash Corporation of Saskatchewan Inc.

122 – 1st Avenue South, Suite 500

Saskatoon, Saskatchewan, Canada S7K 7G3

Members of the Board of Directors:

On August 20, 2010, BHP Billiton Development 2 (Canada) Limited (the “Offeror”), a wholly-owned indirect subsidiary of BHP Billiton Plc, commenced an offer to purchase all of the outstanding common shares, no par value (the “Shares”), of Potash Corporation of Saskatchewan Inc. (the “Company”) at a purchase price of US$130.00 per Share in cash (the “Consideration”), upon the terms and subject to the conditions set forth in the offer to purchase and circular (the “Offer and Circular”) and related letter of transmittal (which, together with the Offer and Circular, constitute the “Offer”) contained in the Schedule TO filed by BHP Billiton Plc, BHP Billiton Limited (together, the “Parent”) and the Offeror with the United States Securities and Exchange Commission on August 20, 2010 (the “Schedule TO”). We note that the Offer and Circular provides that, if the Offer is completed, the Offeror intends to enter into one or more transactions (together with the Offer, the “Transactions”) to enable the Offeror or an affiliate of the Offeror to acquire the Shares not acquired pursuant to the Offer.

You have requested our opinion as to the adequacy, from a financial point of view, to the holders of Shares of the Consideration offered to such holders (other than the Offeror and any of its affiliates) in the Offer.

In connection with this opinion, we have, among other things:

(1)	reviewed the Schedule TO (including the Offer and Circular);
(2)	reviewed a draft of the Director’s Circular of the Company, dated August 22, 2010, relating to the Offer;
(3)	reviewed certain publicly available business and financial information relating to the Company;
(4)	reviewed certain internal financial and operating information with respect to the business, operations and prospects of the Company furnished to or discussed with us by the management of the Company, including certain financial forecasts relating to the Company prepared by the management of the Company (such forecasts, “Company Forecasts”);
(5)	discussed the past and current business, operations, financial condition and prospects of the Company with members of senior management of the Company;
(6)	discussed with members of the senior management of the Company their assessment of the strategic rationale of the Parent for, and the potential benefits to the Parent of, the Transactions;
(7)	reviewed the trading history for the Shares and a comparison of that trading history with the trading histories of other companies we deemed relevant;

Merrill Lynch Canada Inc. is a subsidiary of Bank of America Corporation

Merrill Lynch Canada Inc.

BCE Place, Wellington Tower

181 Bay Street 4th & 5th Floors

Toronto, ON M5J 2V8

A-1

The Board of Directors

Potash Corporation of Saskatchewan Inc.

Page 2

(8)	compared certain financial and stock market information of the Company and the Parent with similar information of other companies we deemed relevant;
(9)	compared certain financial terms of the Offer to financial terms, to the extent publicly available, of other transactions we deemed relevant; and
(10)	performed such other analyses and studies and considered such other information and factors as we deemed appropriate.

In arriving at our opinion, we have assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with us and have relied upon the assurances of the management of the Company that they are not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Company Forecasts, we have been advised by the Company, and have assumed, that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company. We have not made or been provided with any independent evaluation or appraisal or geological or technical assessment of the assets or liabilities (contingent or otherwise) of the Company, nor have we made any physical inspection of the properties or assets of the Company. Senior management of the Company has provided to us, in a certificate delivered as of the date hereof, representations regarding, among other things, the accuracy of the information, data and other material (financial or otherwise) provided to us by or on behalf of the Company and the absence of changes thereto.

We express no view or opinion as to any terms or other aspects of the Transactions (other than the Consideration offered to holders of Shares in the Offer, to the extent expressly specified herein), including, without limitation, the form or structure of the Transactions. Our opinion is limited to the adequacy, from a financial point of view, of the Consideration offered to holders of Shares (other than the Offeror and any of its affiliates) in the Offer and no opinion or view is expressed with respect to any consideration received in connection with the Transactions by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view is expressed with respect to the fairness (financial or otherwise) of the Consideration to be paid in the Transactions or the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of the Company, or class of such persons, relative to the Consideration. Furthermore, no opinion or view is expressed as to the relative merits of the Transactions in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage. We are not expressing any opinion as to the prices at which the Shares will trade at any time. In addition, we express no opinion or recommendation as to whether any holder of Shares should tender such Shares in connection with the Offer or any related matter.

We have acted as financial advisor to the Company in connection with its consideration of the Offer and other matters pursuant to our engagement by the Company. We have received a fee and expect to receive additional fees for our services in connection with our engagement, including advisory fees that will be payable whether or not the Offer is consummated. In addition, the Company has agreed to reimburse our expenses and indemnify us against certain liabilities arising out of our engagement.

We and our affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of our businesses, we and our affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, the Parent and certain of their respective affiliates.

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The Board of Directors

Potash Corporation of Saskatchewan Inc.

Page 3

We and our affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to the Company and have received and in the future may receive compensation for the rendering of these services, including (i) having acted as a joint book-running manager with respect to a public offering of the Company’s 5.25% Notes due 2014 (aggregate principal amount US$500,000,000) and 6.50% Notes due 2019 (aggregate principal amount US$500,000,000) in April 2009, and having acted as a joint book-running manager with respect to a public offering of the Company’s 3.75% Notes due 2015 (aggregate principal amount US$500,000,000) and 4.875% Notes due 2020 (aggregate principal amount US$500,000,000) in September 2009, (ii) having acted or acting as lender under certain credit and leasing facilities for the Company, including certain of the Company’s existing revolving credit facilities, and (iii) having provided or providing certain trading and cash management services to the Company.

In addition, we and our affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to the Parent and certain of its affiliates and have received and in the future may receive compensation for the rendering of these services, including (i) having acted as financial advisor to the Parent in connection with certain mergers and acquisitions transactions, including advising the Parent on the sale of its Ravensthorpe nickel operations to First Quantum Minerals Ltd., (ii) having acted as a co-manager for the Parent’s 5.50% Senior Notes due 2014 (aggregate principal amount US$1,500,000,000) and 6.50% Senior Notes due 2019 (aggregate principal amount US$1,750,000,000) in March 2009, (iii) having acted or acting as lender under certain credit facilities for the Parent and certain of its affiliates, and (iv) having provided or providing certain trading and cash management services to the Parent and certain of its affiliates. In addition, our UK affiliate, Merrill Lynch International, acts as the Parent’s corporate broker, and certain current and former members of the Parent’s board of directors sit on the advisory board of our Australian affiliate, Merrill Lynch (Australia) Pty Limited.

It is understood that this letter is for the benefit and use of the Board of Directors of the Company in connection with and for purposes of its evaluation of the Offer.

Our opinion is necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to us as of, the date hereof. It should be understood that subsequent developments may affect this opinion, and we do not have any obligation to update, revise, or reaffirm this opinion. The issuance of this opinion was approved by our Americas Fairness Opinion Review Committee.

Based upon and subject to the foregoing, including the various assumptions and limitations set forth herein, we are of the opinion on the date hereof that the Consideration offered to holders of Shares (other than the Offeror and any of its affiliates) pursuant to the Offer is inadequate, from a financial point of view, to such holders.

Very truly yours,

MERRILL LYNCH CANADA INC.

A-3

SCHEDULE B
OPINION OF GOLDMAN, SACHS & CO.

PERSONAL AND CONFIDENTIAL

August 22, 2010

Board of Directors

Potash Corporation of Saskatchewan Inc.

Suite 500, 122 – 1st Avenue South

Saskatoon, Saskatchewan, Canada, S7K 7G3

Ladies and Gentlemen

You have requested our opinion as to the adequacy from a financial point of view to the holders (other than the Offeror (as defined below) and any of its affiliates) of the outstanding common shares (the “Shares”) of Potash Corporation of Saskatchewan Inc. (the “Company”) of the US$130.00 per Share in cash (the “Consideration”) proposed to be paid to such holders in the Offer (as defined below). The terms of the offer to purchase and circular dated August 20, 2010 (the “Offer and Circular”) and related letter of transmittal (which, together with the Offer and Circular, constitutes the “Offer”) contained in the Tender Offer Statement on Schedule TO filed by BHP Billiton Limited and BHP Billiton plc (together, the “Parent”) and BHP Billiton Development 2 (Canada) Limited, an indirect wholly owned subsidiary of BHP Billiton plc (the “Offeror”), with the Securities and Exchange Commission on August 20, 2010 (the “Schedule TO”), provide for an offer for all of the Shares pursuant to which, subject to the satisfaction of certain conditions set forth in the Offer, the Offeror will pay the Consideration for each Share accepted. We note that the Offer and Circular provides that, following consummation of the Offer, the Offeror intends to enter into one or more transactions (together with the Offer, the “Transactions”) to enable the Offeror or an affiliate of the Offeror to acquire the Shares not acquired pursuant to the Offer.

Goldman, Sachs & Co. and its affiliates are engaged in investment banking and financial advisory services, commercial banking, securities trading, investment management, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and other financial and non-financial activities and services for various persons and entities. In the ordinary course of these activities and services, Goldman, Sachs & Co. and its affiliates may at any time make or hold long or short positions and investments, as well as actively trade or effect transactions, in the equity, debt and other securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of the Company, Parent, any of their respective affiliates and third parties or any currency or commodity that may be involved in the Transactions for their own account and for the accounts of their customers. We are acting as financial advisor to the Company in connection with its consideration of the Offer and other matters pursuant to our engagement by the Company. We have received a fee and expect to receive additional fees for our services in connection with our engagement, including advisory fees that will be payable whether or not the Offer is consummated. The Company has agreed to reimburse our expenses arising, and indemnify us against certain liabilities that may arise, out of our engagement.

B-1

Board of Directors

Potash Corporation of Saskatchewan Inc.

August 22, 2010

Page Two

We have provided certain investment banking services to the Company and its affiliates from time to time for which our Investment Banking Division has received, and may receive, compensation, including acting as financial advisor on certain matters; as a co-manager with respect to a public offering of the Company’s 5.25% Notes due 2014 (aggregate principal amount US$500,000,000) and 6.50% Notes due 2019 (aggregate principal amount US$500,000,000) in April 2009; and as a co-manager with respect to a public offering of the Company’s 3.75% Notes due 2015 (aggregate principal amount US$500,000,000) and 4.875% Notes due 2020 (aggregate principal amount US$500,000,000) in September 2009. We have provided from time to time and are currently providing certain investment banking services to the Parent and its affiliates for which our Investment Banking Division has received, and may receive, compensation, including acting as a financial advisor on various matters, including the Iron Ore Production Joint Venture with Rio Tinto Limited and Rio Tinto plc announced in June 2009, and the offer made by Parent to acquire Rio Tinto Limited and Rio Tinto plc announced in November 2007 and terminated in November 2008 and, in connection with such offer, as a lead arranger of the Parent’s US$55 billion committed bank financing facility; and as a joint book-runner for the Parent’s 5.50% Senior Notes due 2014 (aggregate principal amount US$1,500,000,000) and 6.50% Senior Notes due 2019 (aggregate principal amount US$1,750,000,000) in March 2009. We may also in the future provide investment banking and other financial advisory services to the Company, the Parent and their respective affiliates for which our Investment Banking Division may receive compensation.

In connection with this opinion, we have reviewed, among other things: the Schedule TO (including the Offer and Circular); a draft of the Directors’ Circular of the Company relating to the Offer and certain related documents, in the form approved by you on the date of this opinion; annual reports to shareholders and Annual Reports on Form 10-K of the Company for the five fiscal years ended December 31, 2009; certain Quarterly Reports on Form 10-Q of the Company; annual reports to shareholders and Annual Reports on Form 20-F of the Parent for the five fiscal years ended June 30, 2009; certain interim reports to shareholders and interim reports filed on Form 6-K of the Parent; certain other communications from the Company and Parent to their respective shareholders; certain publicly available research analyst reports for the Company and Parent; and certain internal financial analyses and forecasts for the Company prepared by its management and approved for our use by the Company (the “Forecasts”). We have also held discussions with members of the senior management of the Company regarding their assessment of the strategic rationale of Parent for, and the potential benefits for Parent of, the Transactions and the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for the Shares; compared certain financial and stock market information for the Company and Parent with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the fertilizer industry and in other industries; and performed such other studies and analyses, and considered such other factors, as we deemed appropriate.

For purposes of rendering this opinion, we have relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with, or reviewed by us; and we do not assume any responsibility for any such information. In that regard, we have assumed with your consent that the Forecasts have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. We have not made an independent evaluation, appraisal, or geological or technical assessment of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company, Parent or any of their respective subsidiaries and we have not been furnished with any such evaluation, appraisal or assessment. Senior management of the Company has provided to us, in a certificate delivered as of the date hereof, representations regarding, among other things, the accuracy of the information, data and other material (financial or otherwise) provided to us by or on behalf of the Company and the absence of changes thereto.

B-2

Board of Directors

Potash Corporation of Saskatchewan Inc.

August 22, 2010

Page Three

Our opinion does not address the relative merits of the Transactions as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. This opinion addresses only the adequacy from a financial point of view, as of the date hereof, of the Consideration proposed to be paid to the holders of Shares (other than the Offeror and any of its affiliates) pursuant to the Offer. We do not express any view on, and our opinion does not address, the fairness, from a financial point of view, of the Consideration or any other term or aspect of the Transactions. In addition, we do not express any view on, and our opinion does not address, the adequacy of the Consideration or any other term or aspect of the Transactions to, or any consideration received in connection therewith by, the Offeror and any of its affiliates, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the adequacy or fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons, in connection with the Transactions, whether relative to the Consideration proposed to be paid to the holders of Shares pursuant to the Offer or otherwise. We are not expressing any opinion as to the prices at which the Shares will trade at any time. Our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof and we assume no responsibility for updating, revising or reaffirming this opinion based on circumstances, developments or events occurring after the date hereof. Our advisory services and the opinion expressed herein are provided for the information and assistance of the Board of Directors of the Company in connection with its consideration of the Offer and such opinion does not constitute a recommendation as to whether or not any holder of Shares should tender such Shares in connection with the Offer or any other matter. This opinion has been approved by a fairness committee of Goldman, Sachs & Co.

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Consideration proposed to be paid to the holders of Shares (other than the Offeror and any of its affiliates) pursuant to the Offer is inadequate from a financial point of view to such holders.

Very truly yours,

(GOLDMAN, SACHS & CO.)

B-3

SCHEDULE C
OPINION OF RBC CAPITAL MARKETS

August 22, 2010

The Board of Directors

Potash Corporation of Saskatchewan Inc.

122 — 1^st Avenue South, Suite 500

Saskatoon, Saskatchewan S7K 7G3

To the Board:

RBC Dominion Securities Inc. (“RBC”), a member company of RBC Capital Markets, understands that BHP Billiton Development 2 (Canada) Limited (the “Offeror”), a wholly-owned indirect subsidiary of BHP Billiton Plc, has made an offer to purchase all of the outstanding common shares (the “Common Shares”)of Potash Corporation of Saskatchewan Inc. (the “Company”) for consideration of US$130 per Common Share in cash (the “Offer”). The terms of the Offer are more fully described in an offer to purchase and circular dated August 20, 2010 (the “Circular”), which will be mailed to holders of Common Shares (the “Shareholders”)in connection with the Offer.

The board of directors of the Company (the “Board”) has retained RBC to provide advice and assistance to the Board in evaluating the Offer, including the preparation and delivery to the Board of RBC’s opinion as to the fairness of the consideration under the Offer from a financial point of view to the Shareholders (other than the Offeror and any of its affiliates) (the “Opinion”). RBC has not prepared a valuation of the Company or any of its securities or assets and the Opinion should not be construed as such.

Engagement

The Board initially contacted RBC regarding a potential advisory assignment in August 2010, and RBC was formally engaged by the Board through an agreement between the Company and RBC dated August 13, 2010 (the “Engagement Agreement”). The terms of the Engagement Agreement provide that RBC is to be paid a fee for its services as financial advisor, including fees that are contingent on a change of control of the Company or certain other events, including the non-completion of the Offer. In addition, RBC is to be reimbursed for its reasonable out-of-pocket expenses and is to be indemnified by the Company in certain circumstances. RBC consents to the inclusion of the Opinion in its entirety and a summary thereof in the directors’ circular to be mailed to the Shareholders in connection with the Offer (the “Directors’ Circular”) and to the filing thereof, as necessary, by the Company with the securities commissions or similar regulatory authorities in Canada and the United States.

RBC acts as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have had and may in the future have positions in the securities of the Company, BHP Billiton Plc and BHP Billiton Limited or any of their respective associates or affiliates and, from time to time, may have executed or may execute transactions on behalf of such companies or clients for which it received or may receive compensation. As an investment dealer, RBC conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including with respect to the Company, BHP Billiton Plc, BHP Billiton Limited or the Offer.

C-1

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Credentials of RBC Capital Markets

RBC is one of Canada’s largest investment banking firms, with operations in all facets of corporate and government finance, corporate banking, mergers and acquisitions, equity and fixed income sales and trading and investment research. RBC Capital Markets also has significant operations in the United States and internationally. The Opinion expressed herein represents the opinion of RBC and the form and content herein have been approved for release by a committee of its directors, each of whom is experienced in merger, acquisition, divestiture and fairness opinion matters.

Scope of Review

In connection with our Opinion, we have reviewed and relied upon or carried out, among other things, the following:

1.	the Circular;
2.	the most recent draft, dated August 22, 2010, of the Directors’ Circular (the “Draft Directors’ Circular”);
3.	audited financial statements of the Company for each of the five years ended December 31, 2005, 2006, 2007, 2008 and 2009;
4.	the unaudited interim reports on Form 10-Q of the Company for each of the quarters ended March 31, 2010 and June 30, 2010;
5.	annual reports on Form 10-K of the Company for each of the two years ended December 31, 2008 and 2009;
6.	the Notice of Annual and Special Meeting of Shareholders and Management Proxy Circular of the Company for each of the two years ended December 31, 2008 and 2009;
7.	historical segmented financial information of the Company by business unit for each of the five years ended December 31, 2005, 2006, 2007, 2008 and 2009;
8.	the internal management budget of the Company on a consolidated basis and segmented by business unit for the year ending December 31, 2010;
9.	unaudited projected financial information for the Company on a consolidated basis and segmented by business unit prepared by management of the Company for the years ending December 31, 2010 through December 31, 2016;
10.	discussions with senior management of the Company;
11.	discussions with the Company’s legal counsel;
12.	publicly available information relating to the business, operations, financial performance and stock trading history of the Company and other selected public companies considered by us to be relevant;
13.	publicly available information with respect to other transactions of a comparable nature considered by us to be relevant;
14.	publicly available information regarding the global fertilizer industry;
15.	representations contained in a certificate addressed to us, dated as of the date hereof, from senior officers of the Company as to the completeness and accuracy of the information upon which the Opinion is based; and
16.	such other corporate, industry and financial market information, investigations and analyses as RBC considered necessary or appropriate in the circumstances.

RBC CAPITAL MARKETS

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RBC has not, to the best of its knowledge, been denied access by the Company to any information requested by RBC. As the auditors of the Company declined to permit RBC to rely upon information provided by them as part of a due diligence review, RBC did not meet with the auditors and has assumed the accuracy and fair presentation of and relied upon the consolidated financial statements of the Company and the reports of the auditors thereon.

Assumptions and Limitations

With the Board’s approval and as provided for in the Engagement Agreement, RBC has relied upon the completeness, accuracy and fair presentation of all of the financial and other information, data, advice, opinions or representations obtained by it from public sources, senior management of the Company, and their consultants and advisors (collectively, the “Information”). The Opinion is conditional upon such completeness, accuracy and fair presentation of such Information. Subject to the exercise of professional judgment and except as expressly described herein, we have not attempted to verify independently the completeness, accuracy or fair presentation of any of the Information.

Senior officers of the Company have represented to RBC in a certificate delivered as of the date hereof, among other things, that (i) the Information (as defined above) provided orally by, or in the presence of, a senior officer of the Company or in writing by the Company or any of its subsidiaries (as such term is defined in the Securities Act (Ontario)) or their respective agents to RBC for the purpose of preparing the Opinion was, at the date the Information was provided to RBC, and is complete, true and correct in all material respects, and did not and does not, at the date hereof, contain any untrue statement of a material fact in respect of the Company, its subsidiaries or the Offer and did not and does not omit to state a material fact in respect of the Company, its subsidiaries or the Offer necessary to make the Information or any statement therein not misleading in light of the circumstances under which the Information was provided or any statement was made; and that (ii) since the dates on which the Information was provided to RBC, except as disclosed in writing to RBC, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company or any of its subsidiaries and no material change has occurred in the Information or any part thereof.

In preparing the Opinion, RBC has made several assumptions, including that all of the conditions required to implement the Offer will be met and that the disclosure provided or incorporated by reference in the Circular and Draft Directors’ Circular with respect to the Company, its subsidiaries and affiliates and the Offer is accurate in all material respects. RBC has relied upon, without independent verification, the Company’s estimates of the reserve base, production profile, capacity expansion and cost estimates of the Company. In addition, RBC has not made an independent evaluation, appraisal or geological or technical assessment of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and RBC has not been furnished with any such evaluation, appraisal or assessment.

The Opinion is rendered on the basis of securities markets, economic, financial and general business conditions prevailing as at the date hereof and the condition and prospects, financial and otherwise, of the Company and its subsidiaries and affiliates, as they were reflected in the Information and as they have been represented to RBC in discussions with management of the Company. In its analyses and in preparing the Opinion, RBC made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of RBC or any party involved in the Offer. The Opinion does not address the relative merits of the Offer as compared to other strategies or transactions that might be available to the Company or in which the Company might engage. RBC is not expressing any opinion as to the prices at which the Common Shares will trade at any time.

The Opinion has been provided for the use of the Board and may not be used by any other person or relied upon by any other person other than the Board without the express prior written consent of RBC. The Opinion is given as of the date hereof and RBC disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come or be brought to RBC’s attention after the date hereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Opinion, RBC reserves the right to change, modify or withdraw the Opinion.

RBC CAPITAL MARKETS

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RBC believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying the Opinion. The preparation of an opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. The Opinion is not to be construed as a recommendation to any Shareholder as to whether to tender Common Shares to the Offer.

Conclusion

Based upon and subject to the foregoing, RBC is of the opinion that, as of the date hereof, the consideration under the Offer is inadequate from a financial point of view to the Shareholders (other than the Offeror and any of its affiliates).

Yours very truly,

RBC DOMINION SECURITIES INC.

RBC CAPITAL MARKETS

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SCHEDULE D
ISSUANCES OF SECURITIES OF POTASHCORP

Common Shares

		Common Shares		Price per
Name	Nature of Issue	Issued(1)		Common Share(2)	Date Issued
Daphne J. Arnason	Exercise of Options		12,000	Cdn.$17.06	September 22, 2008
	Exercise of Options		14,400	Cdn.$10.70	September 25, 2009
Clark Bailey	Exercise of Options		1,500	$33.67	February 9, 2010
	Exercise of Options		2,000	$33.67	March 15, 2010
Karen G. Chasez	Exercise of Options		5,000	$29.41	March 27, 2009
	Exercise of Options		5,000	$29.41	May 1, 2009
	Exercise of Options		5,000	$29.41	May 13, 2009
	Exercise of Options		5,000	$29.41	November 12, 2009
	Exercise of Options		5,000	$29.41	November 23, 2009
	Exercise of Options		6,000	$29.41	March 17, 2010
G. David Delaney	Exercise of Options		40,000	$29.41	September 30, 2008
	Exercise of Options		15,000	$29.41	March 15, 2010
Stephen F. Dowdle	Exercise of Options		1,000	$11.00	August 27, 2008
	Exercise of Options		1,000	$11.00	September 22, 2008
	Exercise of Options		1,000	$11.00	November 25, 2008
	Exercise of Options		1,000	$11.00	January 23, 2009
William J. Doyle	Exercise of Options		50,000	$11.31	October 24, 2008
	Exercise of Options		80,000	$11.31	October 28, 2008
	Exercise of Options		60,000	$11.31	October 29, 2008
	Exercise of Options		100,000	$10.16	December 22, 2008
	Exercise of Options		10,000	$10.16	May 17, 2010
	Exercise of Options		10,000	$10.16	May 18, 2010
	Exercise of Options		10,000	$10.16	May 19, 2010
	Exercise of Options		5,400	$10.16	May 26, 2010
	Exercise of Options		25,000	$10.16	May 27, 2010
	Exercise of Options		9,300	$10.16	May 28, 2010
	Exercise of Options		10,700	$10.16	June 2, 2010
	Exercise of Options		8,500	$10.16	June 7, 2010
	Exercise of Options		20,000	$10.16	June 9, 2010
	Exercise of Options		20,000	$10.16	June 11, 2010
	Exercise of Options		19,300	$10.16	June 14, 2010
	Exercise of Options		10,000	$10.16	June 15, 2010
	Exercise of Options		22,400	$10.16	June 17, 2010
	Exercise of Options		100	$10.16	June 18, 2010
	Exercise of Options		8,600	$10.16	June 21, 2010
	Exercise of Options		6,600	$10.16	June 22, 2010
Michael Hogan	Exercise of Options		2,430	Cdn.$17.17	June 11, 2009
	Exercise of Options		4,500	Cdn.$36.64	June 11, 2009
Dallas J. Howe	Exercise of Options		21,600	Cdn.$10.70	September 28, 2009
Barbara Jane Irwin	Exercise of Options		15,000	$10.16	September 28, 2009
	Exercise of Options		18,400	$10.50	June 9, 2010
Jeffrey J. McCaig	Exercise of Options		4,850	Cdn.$16.36	December 21, 2009
Bernie Rock	Exercise of Options		1,500	$13.17	November 4, 2008
	Exercise of Options		2,500	$13.17	May 4, 2009
	Exercise of Options		3,500	$13.17	May 20, 2009
	Exercise of Options		4,416	$13.17	February 18, 2010
	Exercise of Options		10,000	$29.41	March 15, 2010

Notes:

(1)	Under the PotashCorp Shareholder Rights Plan (the “Plan”), one right was issued in respect of each Common Shares then outstanding, including those held by directors and officers of the Corporation, and have been issued with each Common Share issued subsequent to the adoption of the Plan.
(2)	In U.S. dollars unless otherwise noted.

D-1

Options

	No. of Options
Name	Granted		Exercise Price(1)	Date Granted	Expiry Date
Daphne J. Arnason		6,900	Cdn.$111.95	May 7, 2009	May 7, 2019
		4,600	Cdn.$105.01	May 6, 2010	May 6, 2020
Clark Bailey		6,900	$96.04	May 7, 2009	May 7, 2019
		4,600	$102.14	May 6, 2010	May 6, 2020
Wayne R. Brownlee		31,000	Cdn.$111.95	May 7, 2009	May 7, 2019
		20,100	Cdn.$105.01	May 6, 2010	May 6, 2020
Karen G. Chasez		6,900	$96.04	May 7, 2009	May 7, 2019
		4,600	$102.14	May 6, 2010	May 6, 2020
G. David Delaney		15,500	$96.04	May 7, 2009	May 7, 2019
		10,000	$102.14	May 6, 2010	May 6, 2020
Stephen F. Dowdle		6,900	$96.04	May 7, 2009	May 7, 2019
		4,600	$102.14	May 6, 2010	May 6, 2020
William J. Doyle		115,000	$96.04	May 7, 2009	May 7, 2019
		75,200	$102.14	May 6, 2010	May 6, 2020
Michael Hogan		6,900	Cdn.$111.95	May 7, 2009	May 7, 2019
		4,600	Cdn.$105.01	May 6, 2010	May 6, 2020
John R. Hunt		6,900	$96.04	May 7, 2009	May 7, 2019
		4,600	$102.14	May 6, 2010	May 6, 2020
Barbara Jane Irwin		15,500	$96.04	May 7, 2009	May 7, 2019
		10,000	$102.14	May 6, 2010	May 6, 2020
Robert A. Jaspar		6,900	Cdn.$111.95	May 7, 2009	May 7, 2019
		4,600	Cdn.$105.01	May 6, 2010	May 6, 2020
Garth W. Moore		15,500	Cdn.$111.95	May 7, 2009	May 7, 2019
		10,000	Cdn.$105.01	May 6, 2010	May 6, 2020
Joseph A. Podwika		15,500	$96.04	May 7, 2009	May 7, 2019
		10,000	$102.14	May 6, 2010	May 6, 2020
Thomas J. Regan, Jr.		15,500	$96.04	May 7, 2009	May 7, 2019
		10,000	$102.14	May 6, 2010	May 6, 2020
Bernard Rock		6,900	$96.04	May 7, 2009	May 7, 2019
		4,600	$102.14	May 6, 2010	May 6, 2020
Denis A. Sirois		6,900	Cdn.$111.95	May 7, 2009	May 7, 2019
		4,600	Cdn.$105.01	May 6, 2010	May 6, 2020

Notes:

(1)  In U.S. dollars unless otherwise noted.

D-2

QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE INFORMATION IN
THIS DOCUMENT SHOULD BE DIRECTED TO THE INFORMATION AGENTS:

In Canada:	In the United States (and elsewhere outside of Canada):
100 University Avenue 11th Floor, South Tower Toronto, Ontario M5J 2Y1 North American Toll Free Number: 1-866-425-8527	501 Madison Avenue, 20th Floor New York, New York 10022 USA Shareholders Call Toll-free in the United States: 1-877-717-3923 Free phone in the E.U.: 00-800-7710-9970 Banks, Brokers and from Other Locations Call: 1-212-750-5833

The Director’s Circular Contains a UNANIMOUS Recommendation by the Board of Directors of PotashCorp that Shareholders REJECT the BHP Offer andNOT TENDERtheir Common Shares to the Inadequate BHP Offer.

EX-99.A.7

Exhibit (a)(7)

August 23, 2010

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
REJECT BHP BILLITON’S UNSOLICITED OFFER AND NOT TENDER YOUR SHARES

Dear Fellow PotashCorp Shareholder:

On August 20, 2010, BHP Billiton announced that it had filed documents with the Canadian and United States securities regulators related to its unsolicited bid to acquire, on the terms and conditions described in the BHP Offer, all of the issued and outstanding common shares of Potash Corporation of Saskatchewan Inc. for US$130 per share in cash.

After carefully considering the BHP Offer, with the benefit of advice from its independent financial and legal advisors, your Board unanimously determined that the BHP Offer is not in the best interests of PotashCorp, its shareholders or other stakeholders. Your Board voted unanimously to REJECT the unsolicited BHP Offer and unanimously recommends that you NOT TENDER your shares into the BHP Offer.

In reaching its conclusion, your Board carefully considered all aspects of the BHP Offer. In making your decision regarding the BHP Offer, you should consider your Board’s beliefs that:

•  PotashCorp is a uniquely valuable asset.

•  The BHP Offer fails to reflect PotashCorp’s prospects for continued growth and shareholder value creation.

•  The BHP Offer is timed to deprive PotashCorp shareholders of full value.

•  The BHP Offer represents a wholly-inadequate premium for control.

•  The consideration offered under the BHP Offer represents a 13.1% DISCOUNT to the closing price of the common shares on August 20, 2010, the last trading day prior to the date of this letter.

•  PotashCorp’s financial advisors have each provided a written opinion to the Board that, as of the date of such opinions, the consideration being offered pursuant to the BHP Offer was inadequate, from a financial point of view, to PotashCorp shareholders (other than BHP and any of its affiliates).

•  Superior offers or other alternatives are expected to emerge.

•  The BHP Offer is coercive and not a “permitted bid” under PotashCorp’s shareholder rights plan.

•  The BHP Offer is highly conditional.

Your Board considers all of the foregoing to be compelling reasons to support its UNANIMOUS recommendation that shareholders REJECT BHP’s inadequate and opportunistic offer.

We strongly encourage you to carefully review the full explanation of the reasons for your Board’s recommendation in the enclosed Directors’ Circular, including the opinions, dated August 22, 2010, from each of our financial advisors, BofA Merrill Lynch, Goldman, Sachs & Co. and RBC Capital Markets to the effect that, on the basis of the assumptions, limitations and qualifications set forth in the opinion delivered by each of them, as of the date of such opinion, the consideration being offered under the BHP Offer was inadequate, from a financial point of view, to PotashCorp shareholders (other than BHP and any of its affiliates). The opinions were provided for the information and assistance of the Board in connection with its consideration of the BHP Offer. The opinions do not constitute a recommendation to shareholders as to whether they should tender their shares to the BHP Offer.

None of the directors or senior officers of PotashCorp has accepted or intends to accept the BHP Offer.

To reject the BHP Offer you need not do anything. If you have already tendered your Common Shares, you can withdraw them.

If you have any questions concerning how to withdraw your common shares or with respect to PotashCorp’s Directors’ Circular or Schedule 14D-9, or if you require additional copies of PotashCorp’s publicly filed materials, you should contact Georgeson or Innisfree, our information agents, using the contact information below:

100 University Avenue
11th Floor, South Tower
Toronto, Ontario
M5J 2Y1

North American Toll Free Number:
1-866-425-8527
501 Madison Avenue, 20th Floor
New York, New York 10022 USA

Shareholders Call Toll-free in the
United States: 1-877-717-3923

Free phone in the E.U.:
00-800-7710-9970

Banks, Brokers and from Other Locations
Call: 1-212-750-5833

On behalf of the Board, we thank you for your continued support.

Sincerely,

Dallas J. Howe	William J. Doyle
Chairman of the Board of Directors	President, Chief Executive Officer and Director

Important Information

This letter is neither an offer to purchase nor the solicitation of an offer to sell any securities. On August 23, 2010, PotashCorp filed a solicitation/recommendation statement on Schedule 14D-9 with the Securities and Exchange Commission (the “SEC”) with respect to the offer to purchase commenced by BHP Billiton Development 2 (Canada) Limited, a wholly-owned subsidiary of BHP Billiton Plc. Investors and security holders of PotashCorp are urged to read the solicitation/recommendation statement and any other relevant documents filed with the SEC, because they contain important information.

Investors and security holders may obtain a free copy of the solicitation/recommendation statement and other documents that PotashCorp files with the SEC through the website maintained by the SEC at www.sec.gov and through the website maintained by PotashCorp at www.potashcorp.com. In addition, the solicitation/recommendation statement and other documents filed by PotashCorp with the SEC may be obtained from PotashCorp free of charge by directing a request to Potash Corporation of Saskatchewan Inc., 122 – 1st Avenue South, Suite 500, Saskatoon, Saskatchewan, Canada S7K 7G3, (306) 933-8500.

EX-99.A.8

Exhibit (a)(8)

news           RELEASE
For Immediate Release August 23, 2010 Listed: TSX, NYSE	Symbol: POT

POTASHCORP BOARD OF DIRECTORS REJECTS BHP BILLITON’S UNSOLICITED OFFER

Deems US$130 Per Share Offer Wholly Inadequate

Urges Shareholders Not to Tender Their Shares

Saskatoon, Saskatchewan — Potash Corporation of Saskatchewan Inc. (“PotashCorp”) today announced that its Board of Directors, after careful consideration with the assistance of its independent financial and legal advisors, voted unanimously to reject the unsolicited offer by BHP Billiton Development 2 (Canada) Limited, an indirect wholly-owned subsidiary of BHP Billiton Plc (LSE:BLT/JSE:BIL/NYSE:BBL) (“BHP Billiton”), to acquire all of the outstanding shares of PotashCorp for US$130 per share in cash. The Board unanimously recommends that PotashCorp shareholders reject the BHP Billiton offer and not tender their shares.

The basis for the PotashCorp Board’s recommendation with respect to the BHP Billiton offer is set forth in PotashCorp’s Directors’ Circular and Schedule 14D-9, which were filed today with the Canadian and U.S. securities regulatory authorities and are being mailed to shareholders.

“The PotashCorp Board of Directors is unanimous in its belief that the BHP Billiton offer substantially undervalues PotashCorp and fails to reflect both the value of our premier position in a strategically vital industry and our unparalleled future growth prospects,” said PotashCorp President and Chief Executive Officer Bill Doyle. “The Board thoroughly reviewed the formal offer documents in connection with BHP Billiton’s unsolicited offer and concluded that the offer is wholly inadequate and is not in the best interests of the Company, its shareholders or other stakeholders. We strongly urge shareholders to reject BHP Billiton’s opportunistic offer and not tender their shares.”

The reasons for the PotashCorp Board’s recommendation to reject BHP Billiton’s offer are detailed in the Directors’ Circular and the Schedule 14D-9, and include, among other things, the Board’s belief that:

•

PotashCorp is a uniquely valuable asset.

The PotashCorp Board believes that the Company is uniquely positioned as the premier global potash producer with unparalleled assets in an industry where supply is characterized by substantial barriers to entry, few producers, low government ownership and no known product substitutes. At the same time, demand-side drivers are strong and irrefutable. The Company believes that PotashCorp is uniquely positioned to benefit from these dynamics and that the BHP Billiton offer fails to adequately compensate Shareholders for this strategic position and scarcity value. In addition, PotashCorp believes that the BHP Billiton offer does not reflect PotashCorp’s substantial recent and ongoing investments to increase capacity, the value of PotashCorp’s strategic equity investments in China, Chile, Jordan and Israel and PotashCorp’s unmatched ability to meet the needs of North American customers and growing offshore potash markets.

•	The BHP Billiton offer fails to reflect PotashCorp’s prospects for continued growth and shareholder value creation.
	PotashCorp is poised to deliver strong earnings growth as agricultural fundamentals continue to strengthen and demand for its products rises. The Company believes that the potash market is approaching an inflection point, characterized by increasing global demand for potash and higher prices. Along with its significant portfolio of high-quality, low-cost assets in Canada, its strategic investments in other potash businesses uniquely position PotashCorp to capture a disproportionate share of demand and earnings growth in the coming years. PotashCorp’s Board and management team are highly confident that the Company can continue its strong track record of success, realize upon the growth opportunities available to it in the current market environment, and deliver more value to shareholders than the inadequate BHP Billiton offer.
•	The BHP Billiton offer is timed to deprive shareholders of full value.
	The PotashCorp Board believes that the timing of the BHP Billiton offer is highly opportunistic, that it represents an ill-disguised attempt to exploit an anomaly in the equity market valuation of PotashCorp and that BHP Billiton is opportunistically attempting to transfer the upside value in PotashCorp to its own shareholders at the expense of PotashCorp shareholders. The Company believes that BHP intentionally launched the BHP Billiton offer just as the fertilizer industry is emerging from an unprecedented demand decline associated with the global economic downturn, in order to seize the value that PotashCorp is poised to create. PotashCorp is uniquely positioned to capitalize on growth opportunities present in its industry. Given the demand growth and margin potential anticipated in the months and years ahead, the PotashCorp Board believes that the continued execution of PotashCorp’s strategic plan will deliver substantially more value to shareholders than the BHP Billiton offer.
•	The BHP Billiton offer represents a wholly inadequate premium for control.
	At US$130 per share, BHP Billiton is proposing a premium of only 16% over PotashCorp’s closing stock price on August 16, 2010, the day before PotashCorp’s announcement of BHP Billiton’s unsolicited proposal. This low premium does not, in PotashCorp’s view, reflect the strategic importance, scarcity value or quality of PotashCorp’s assets, nor the unique investment opportunity PotashCorp affords to BHP Billiton or any other potential acquiror. The premium being offered is substantially inferior to control premiums paid for other marquee Canadian-based resource companies.
•	The consideration offered under the BHP Billiton offer represents a 13.1% discount to the closing price of PotashCorp common shares on August 20, 2010, the last trading day prior to filing the Directors’ Circular and Schedule 14D-9.
	Since the announcement of BHP Billiton’s unsolicited approach on August 17, 2010, the PotashCorp common shares have consistently traded above the offer price. PotashCorp believes that the performance of the common shares during this period is a strong indicator that the market believes that the BHP Billiton offer undervalues the common shares.
•	PotashCorp’s financial advisors have each provided a written opinion to the Board that the consideration being offered pursuant to the BHP Billiton offer was, as of the date of such opinions, inadequate, from a financial point of view, to shareholders (other than BHP Billiton and any of its affiliates).
	The PotashCorp Board has received written opinions dated August 22, 2010 from each of BofA Merrill Lynch, Goldman, Sachs & Co. and RBC Capital Markets to the effect that, as of such date and based upon and subject to the assumptions, limitations and qualifications stated in their respective opinions, the consideration offered by BHP Billiton under the BHP Billiton offer was inadequate, from a financial point of view, to shareholders (other than BHP Billiton and any of its affiliates). Copies of the opinions are set forth in PotashCorp’s Directors’ Circular and Schedule 14D-9. 1

¹ Shareholders are urged to read each opinion carefully and in its entirety for a description of the procedures followed, matters considered and limitations on the review undertaken. The opinions were provided for the information and assistance of the PotashCorp Board in connection with its consideration of the BHP Billiton offer. The opinions do not constitute a recommendation to shareholders as to whether they should tender their common shares to the BHP Billiton offer.

•	Superior offers or other alternatives are expected to emerge.
	Since August 12, 2010, the date that BHP Billiton first approached PotashCorp in respect of the BHP Billiton offer, the PotashCorp Board, together with PotashCorp’s management team and financial and legal advisors, have been working to evaluate a range of strategic alternatives that may enhance shareholder value. PotashCorp has been approached by, and has initiated contact with, a number of third parties who have expressed an interest in considering alternative transactions. Discussions are being pursued with several of these third parties in order to generate value enhancing alternatives.
•	The BHP Billiton offer is coercive and not a “Permitted Bid” under PotashCorp’s Shareholder Rights Plan.
	PotashCorp’s Shareholder Rights Plan enables potential acquirors to make a “Permitted Bid” without the approval of the PotashCorp Board. Among other things, a Permitted Bid provides the PotashCorp Board with additional time for the exploration, development and pursuit of alternatives that could enhance shareholder value. A Permitted Bid also makes it more likely that holders of common shares have sufficient time to consider all appropriate alternatives and do not feel compelled to accept a bid for fear that other shareholders would tender and they would remain as minority shareholders in a corporation with a new controlling shareholder, and with significantly less liquidity and the absence of any takeover premium. BHP Billiton was able to make a Permitted Bid as the Shareholder Rights Plan was adopted and announced, and a copy publicly filed, prior to the BHP Billiton offer being mailed, but BHP Billiton chose not to make a Permitted Bid. On August 22, 2010, the PotashCorp Board decided to defer the “separation time” of the rights under the Shareholder Rights Plan.
•	The BHP Billiton offer is highly conditional.
	The PotashCorp Board is concerned about the fact that the BHP Billiton offer is highly conditional, to the benefit of BHP Billiton. There are conditions which are not subject to a materiality threshold or other objective criteria but rather provide BHP Billiton with a broad range of grounds upon which it may decline to proceed with the BHP Billiton offer, with the result that the tendering of common shares to the BHP Billiton offer could, under certain circumstances, effectively constitute little more than the grant of an option to BHP Billiton to acquire common shares.

PotashCorp shareholders are urged not to tender into the BHP Billiton offer and to carefully review the Directors’ Circular and the Schedule 14D-9 in their entirety. These documents will be available free of charge on SEDAR at www.sedar.com, on the SEC’s website at www.sec.gov and on PotashCorp’s website at www.potashcorp.com.

BofA Merrill Lynch, Goldman, Sachs & Co. and RBC Capital Markets are acting as financial advisors to PotashCorp and Jones Day and Stikeman Elliott LLP are acting as its legal advisors.

About PotashCorp

Potash Corporation of Saskatchewan Inc. is the world’s largest fertilizer enterprise by capacity producing the three primary plant nutrients and a leading supplier to three distinct market categories: agriculture, with the largest capacity in the world in potash, third largest in each of nitrogen and phosphate; animal nutrition, with the world’s largest capacity in phosphate feed ingredients; and industrial chemicals, as the largest global producer of industrial nitrogen products and the world’s largest capacity for production of purified industrial phosphoric acid. PotashCorp’s common shares are listed on the Toronto Stock Exchange and the New York Stock Exchange.

For further information, please contact:

Investors	Media
Denita Stann	Bill Johnson
Senior Director, Investor Relations	Director, Public Affairs
Phone: (847) 849-4277	Phone: (306) 933-8849
Email: ir@potashcorp.com	Email: pr@potashcorp.com
In Canada:	Eric Brielmann / Jamie Moser / Andrew Siegel
Georgeson	Joele Frank, Wilkinson Brimmer Katcher
(866) 425-8527	Phone: (212) 355-4449
In the U.S. (and elsewhere outside of Canada):
Innisfree M&A Incorporated
In the U.S.: (877) 717-3923
In the E.U.: 00-800-7710-9970
Banks, Brokers and from Other Locations:
(212) 750-5833

Web Site: www.potashcorp.com

This release contains forward-looking statements or forward-looking information (forward-looking statements). These statements are based on certain factors and assumptions including foreign exchange rates, expected growth, results of operations, performance, business prospects, evaluations and opportunities and effective income tax rates. While the company considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Several factors could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to: future actions taken by BHP Billiton in connection with its unsolicited offer; fluctuations in supply and demand in fertilizer, sulfur, transportation and petrochemical markets; changes in competitive pressures, including pricing pressures; the recent global financial crisis and conditions and changes in credit markets; the results of sales contract negotiations with China and India; timing and amount of capital expenditures; risks associated with natural gas and other hedging activities; changes in capital markets and corresponding effects on the company’s investments; changes in currency and exchange rates; unexpected geological or environmental conditions, including water inflow; strikes and other forms of work stoppage or slowdowns; changes in and the effects of, government policy and regulations; and earnings, exchange rates and the decisions of taxing authorities, all of which could affect our effective tax rates. Additional risks and uncertainties can be found in our Form 10-K for the fiscal year ended December 31, 2009 under captions “Forward-Looking Statements” and “Item 1A — Risk Factors” and in our other filings with the US Securities and Exchange Commission and Canadian provincial securities commissions. Forward-looking statements are given only as at the date of this release and the company disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Important Information

This press release is neither an offer to purchase nor the solicitation of an offer to sell any securities. On August 23, 2010, PotashCorp filed a solicitation/recommendation statement on Schedule 14D-9 with the Securities and Exchange Commission (the “SEC”) with respect to the offer to purchase commenced by BHP Billiton Development 2 (Canada) Limited, a wholly-owned subsidiary of BHP Billiton Plc. Investors and security holders of PotashCorp are urged to read the solicitation/recommendation statement and any other relevant documents filed with the SEC, because they contain important information.

Investors and security holders may obtain a free copy of the solicitation/recommendation statement and other documents that PotashCorp files with the SEC through the website maintained by the SEC at www.sec.gov and through the website maintained by PotashCorp at www.potashcorp.com. In addition, the solicitation/recommendation statement and other documents filed by PotashCorp with the SEC may be obtained from PotashCorp free of charge by directing a request to Potash Corporation of Saskatchewan Inc., 122 — 1st Avenue South, Suite 500, Saskatoon, Saskatchewan, Canada S7K 7G3, (306) 933-8500.

EX-99.E.1

Exhibit (e)(1)

EXCERPTS FROM THE POTASH CORPORATION OF SASKATCHEWAN INC.
MANAGEMENT PROXY CIRCULAR DATED FEBRUARY 19, 2010

Board of Directors

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

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

Nominees

The 12 directors being nominated for election in 2010 are:

Christopher M. Burley	Keith G. Martell
William J. Doyle	Jeffrey J. McCaig
John W. Estey	Mary Mogford
C. Steven Hoffman	Paul J. Schoenhals
Dallas J. Howe	E. Robert Stromberg
Alice D. Laberge	Elena Viyella de Paliza

The Corporate Governance and Nominating Committee is of the view that these directors represent an appropriate mix of expertise and qualities required for the Board. See page 6 for their biographies.

Independent Board

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

Executive Sessions

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

Meeting Attendance

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

Retirement

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

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

Director Compensation

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

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

“At Risk” Investment

By the time a director has served on the Board for 5 years, he or she must own Shares and/or Deferred Share Units with a value at least five times the annual retainer paid to directors. One-half of the ownership threshold is required to be achieved within 21/2 years.

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

See page 19 for details.

MANAGEMENT PROXY CIRCULAR ï Board of Directors Page  5

Nominees for Election to the Board of Directors

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

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

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

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

CHRISTOPHER M. BURLEY

Age: 48

Calgary, Alberta, Canada

Director since 2009

Independent⁽¹⁾

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

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

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

WILLIAM J. DOYLE

Age: 59

Winnetka, Illinois, USA

Director since 1989

Non-independent⁽¹⁾

Mr. Doyle is President and Chief Executive Officer of the Corporation. He joined PotashCorp as President of PCS Sales in 1987, after holding various positions with International Minerals and Chemical Corporation. He is Chairman of Canpotex Limited, on the boards of The Fertilizer Institute and International Plant Nutrition Institute, as well as a member of the Executive Management group of the International Fertilizer Industry Association. Mr. Doyle is a graduate of Georgetown University in Washington, DC and is a member of its Board of Directors as well as a director of the Executives’ Club of Chicago.

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

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

MANAGEMENT PROXY CIRCULAR ï Board of Directors Page  6

JOHN W. ESTEY

Age: 59
Glenview, Illinois, USA
Director since 2003

Independent⁽¹⁾

Mr. Estey is President and Chief Executive Officer of S&C Electric Company, a global provider of equipment and services for electric power systems. He is a member of the Board of Governors of the National Electrical Manufacturers Association, a director of the Executives’ Club of Chicago, and a member of the Board of Trustees of the Adler Planetarium.

Principal Areas of Expertise/Experience:	Value of At-Risk Holdings(2):
Global/International Commerce	February 2010(3): $2,971,771
Business Management
Compensation

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

C. STEVEN HOFFMAN

Age: 61
Lincolnshire, Illinois, USA
Director since 2008

Independent⁽¹⁾

Mr. Hoffman is a former senior executive of IMC Global Inc. With over 22 years of global fertilizer sales and marketing management experience, he retired as Senior Vice President and President, Sales and Marketing of IMC Global upon completion of the IMC Global and Cargill Fertilizer merger, creating the Mosaic Company. He is a former Chairman and President of the Phosphate Chemicals Export Association, Inc. (“PhosChem”) and a former Chairman of Canpotex Limited.

Principal Areas of Expertise/Experience:	Value of At-Risk Holdings(2):
Fertilizer/Mining/Chemical Industry	February 2010(3): $510,711
Global Agriculture/International Commerce
Business Management

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

DALLAS J. HOWE

Age: 65
Calgary, Alberta, Canada
Director since 1991

Independent⁽¹⁾

Mr. Howe is owner and Chief Executive Officer of DSTC Ltd., a technology investment company. He is a director of Advanced Data Systems Ltd., Viterra (formerly Saskatchewan Wheat Pool), the C.D. Howe Institute and a Fellow of the Institute of Corporate Directors. A director of Potash Corporation of Saskatchewan, the Crown corporation, from 1982 to 1989, he joined the Corporation’s Board in 1991 and was elected Chair in 2003.

Principal Areas of Expertise/Experience:	Value of At-Risk Holdings(2):
Agriculture	February 2010(3): $12,247,794
e-Commerce/Technology
Governance

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

ALICE D. LABERGE

Age: 53

Vancouver, British
Columbia, Canada
Director since 2003

Independent⁽¹⁾

Ms. Laberge is a Corporate Director and the former President and Chief Executive Officer of Fincentric Corporation, a global provider of software solutions to financial institutions. She was previously Senior Vice President and Chief Financial Officer of MacMillan Bloedel Limited. She is a director of the Royal Bank of Canada, Russel Metals Inc. and St. Paul’s Hospital Foundation in Vancouver and has served as a director of Catalyst Paper Corporation. She is a trustee of the Healthcare Benefit Trust and a member of the Board of Governors of the University of British Columbia.

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

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

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KEITH G. MARTELL

Age: 47
Saskatoon, Saskatchewan, Canada
Director since 2007

Independent⁽¹⁾

Mr. Martell is Chairman and Chief Executive Officer of First Nations Bank of Canada, a national leading aboriginal financial institution providing financial services for aboriginal people. He is a director of The North West Company Inc. and Saskatoon Friendship Inn and a former director of the Public Sector Pension Investment Board of Canada. He is a trustee of The North West Company Fund and Primrose Lake Trust.

Principal Areas of Expertise/Experience:	Value of At-Risk Holdings(2):
Finance/Accounting	February 2010(3): $471,414
First Nations
Business Management

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

JEFFREY J. MCCAIG

Age: 58
Calgary, Alberta, Canada
Director since 2001

Independent⁽¹⁾

Mr. McCaig is Chairman and Chief Executive Officer of the Trimac Group of Companies, a North American provider of bulk trucking and third-party logistics services. Prior to that, he practiced law, specializing in corporate financing and securities. He is a director of The Standard Life Assurance Company of Canada and a director and co-owner of the Calgary Flames Hockey Club⁽⁵⁾.

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

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

MARY MOGFORD

Age: 65
Newcastle, Ontario, Canada
Director since 2001

Independent⁽¹⁾

Ms. Mogford is a Corporate Director and a former Ontario Deputy Minister of Finance and Deputy Minister of Natural Resources. She is a director of MDS Inc. and an honorary member of the boards of the Hospital For Sick Children and Trent University. She is a Fellow of the Institute of Corporate Directors and an accredited director under the ICD/Rotman School of Business Directors’ Education Program. She has also served as a director of Falconbridge, Sears Canada and six other public company boards.

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

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

PAUL J. SCHOENHALS

Age: 68
Calgary, Alberta, Canada
Director since 1992

Independent⁽¹⁾

Mr. Schoenhals is a retired President and Chief Executive Officer of Enform, a petroleum industry safety and training service. He is a former Member of the Legislative Assembly and Cabinet Minister in Saskatchewan and was Chairman of Potash Corporation of Saskatchewan, the Crown corporation, from 1987 to 1989.

Principal Areas of Expertise/Experience:	Value of At-Risk Holdings(2):
Public Policy	February 2010(3): $2,686,824
Business Management

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

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E. ROBERT STROMBERG, Q.C.

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

Non-independent⁽¹⁾

Mr. Stromberg is retired and was formerly associated with the Saskatchewan law firm Robertson Stromberg Pedersen. He is a director of NorSask Forest Products Inc. and Hitachi Canadian Industries Ltd. and holds the rank of Honorary Lieutenant-Colonel of the North Saskatchewan Regiment.

Principal Areas of Expertise/Experience:	Value of At-Risk Holdings(2):
Global/International Commerce	February 2010(3): $5,837,875
Legal

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

Mr. Stromberg is not considered independent because of a business relationship in a company in which Mr. Stromberg’s sons are associated but in which Mr. Stromberg has no interest. This relationship is described in greater detail below.

ELENA VIYELLA DE PALIZA

Age: 55
Dominican Republic
Director since 2003

Non-independent⁽¹⁾

Ms. Viyella de Paliza is President of Inter-Quimica, S.A., a chemicals importer and distributor, Monte Rio Power Corp. and Indescorp, S.A. She is a member of the board of the Inter-American Dialogue and Past President of the Dominican Business Council, the Dominican Stock Exchange, Dominican Manufacturers Association and the National Agribusiness Board.

Principal Areas of Expertise/Experience:	Value of At-Risk Holdings(2):
Fertilizer Industry	February 2010(3): $2,858,886
Finance/Business Management
Global/International Commerce

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

Ms. Paliza is not considered independent because of a business relationship in a company in which Ms. Paliza’s father and brother are interested parties but in which Ms. Paliza has no interest. This relationship is described in greater detail below.

(1)	See “Director Independence and Other Relationships”.
(2)	See “At Risk Investments and Year Over Year Changes” for additional detail.
(3)	Based on the closing price per Share on the New York Stock Exchange of $115.14 on February 19, 2010.
(4)	See “Attendance of Directors” for additional detail.
(5)	Mr. McCaig was a director of TCT Logistics Inc. (TCT) from June 2001 to January 2002. In January 2002, a receiver was appointed over the business and assets of TCT by a creditor of TCT.
(6)	See “Attendance of Directors” for additional detail.

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

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Board Tenure

as at February 19, 2010

The Corporation’s average Board tenure is 10.2 years.

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

Director Independence and Other Relationships

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

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

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

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

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

a)  A Director will not be considered independent if, currently or within the preceding three years, as applicable:

i)	the Director is, or was, an employee or executive officer of the Corporation, including any affiliated entity of the Corporation;
ii)	an immediate family member of the Director is, or was, an executive officer of the Corporation, including any affiliated entity of the Corporation;
iii)	the Director is, or was, a partner of, employed by or affiliated with any of the Corporation’s present or former internal or external auditors;
iv)	an immediate family member of the Director is, or was, a partner of any of the Corporation’s present or former internal or external auditors;
v)	an immediate family member of the Director is an employee of the Corporation’s internal or external auditors and participates in its audit, assurance or tax compliance (but not tax planning) practice, or is or was employed or affiliated with any of the Corporation’s present or former internal or external auditors and personally works or worked on the Corporation’s audit within such time; or
vi)	an executive officer of the Corporation serves or served on the compensation committee of an entity which, in turn, employs or employed either (a) the particular Director as an executive officer or (b) an immediate family member of such Director as an executive officer.

b)

A Director will not be considered independent if the Director received any direct compensation, or an immediate family member of the Director received more than Cdn$75,000 in direct compensation, during any 12 month period within the past three fiscal years from the Corporation, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided that such compensation is not contingent in any way on continued service).

c)

A Director will not be considered independent if the Director has any of the following commercial or charitable relationships:

(i)

the Director currently serves as an executive officer or employee of, or any of his or her immediate family members currently serves as an executive officer of, another company that makes payments to, or receives payments from, the Corporation for property or services in an amount that, in any one of the three most recent fiscal years, exceeds the greater of (x) US$1,000,000 or (y) 2 percent of the annual consolidated gross revenues of the company for which such Director, or any of his or her immediate family members, serves as an executive officer (or as an employee in the case of the Director); or

(ii)

the Director currently serves as an officer, director or trustee of a charitable organization, and the Corporation’s discretionary charitable contributions to that organization (or in the case of a foundation, the foundation together with the organization or entity to which the foundation supports) exceeds the greater of (x) US$1,000,000 or (y) 2 percent of that organization’s total annual

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consolidated gross revenues within any one of the three most recent fiscal years (provided that the Corporation’s matching of employee charitable contributions will not be included in the amount of the Corporation’s contributions for this purpose).

d)  Where a relationship exists as a result of a Director who is a limited partner, a non-managing member or who occupies a similar position in an entity that does business with the Corporation, or who has a shareholding in such entity which is not significant, and who, in each case, has no active role in sales to, purchases from, or in providing services to the Corporation and derives no direct material benefit from same, such relationship shall be considered not to be material.

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

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

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

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

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

Board/Director Assessment

Annual Board Assessment by All Members of the Board

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

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

Annual Assessment of Each Committee by Members of That Committee

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

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

Annual Assessment of the Board Chair by Members of the Board

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

Annual Assessment of Each Committee Chair by Members of Each Committee

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

Annual Assessment of Individual Directors

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

Management Board Survey

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

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Attendance of Directors

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

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

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

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

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

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Director Compensation

2009 Director Compensation Package

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

Cash Compensation

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

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

Stock-Based Compensation

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

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

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

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

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

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Stock Ownership Guidelines

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

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

Other Benefits

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

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

2009 Director Compensation⁽¹⁾

(see explanatory notes)

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

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

(1)	Those amounts that were paid in Canadian dollars have been converted to United States dollars using the average exchange rate for the month prior to the date of payment.
(2)	The following table sets forth each director’s annual retainer, meeting and other fees for fiscal year 2009 that were received in the form of cash or deferred in the form of DSUs.

MANAGEMENT PROXY CIRCULAR ï Board of Directors Page  16

Remuneration of Directors

For the Fiscal Year Ended December 31, 2009

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

(3)

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

(4)

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

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

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

MANAGEMENT PROXY CIRCULAR ï Board of Directors Page  17

⁽⁵⁾  As of December 31, 2009, none of the outside directors held outstanding options except as follows: Mr. Fetzer, 9,000; Mr. Howe, 39,600; Mr. McCaig, 73,150; Ms. Mogford, 18,000; and Mr. Stromberg, 39,600. The following table provides information relating to outstanding stock options held by each of our outside directors as of December 31, 2009 and stock option exercises by each of our outside directors during 2009.

									Value Realized
							Number of Shares		Upon Exercise of
	Number of Securities						Acquired on		Stock
	Underlying				Option		Exercise of		Options During
	Unexercised Options		Option		Expiration		Stock Options		2009
Name	Exercisable(a)		Exercise Price		Date		During 2009(b)		($)(c)
Wade Fetzer III		9,000	$	11.00		11/20/2012		—		—
		21,600	Cdn$	15.88		11/21/2010
Dallas J. Howe		9,000	Cdn$	16.65		11/20/2011		21,600		1,682,507
		9,000	Cdn$	17.44		11/20/2012
		55,150	Cdn$	16.36		1/23/2011
Jeffrey J. McCaig		9,000	Cdn$	16.65		11/20/2011		4,850		420,588
		9,000	Cdn$	17.44		11/20/2012
Mary Mogford		9,000	Cdn$	16.65		11/20/2011		—		—
		9,000	Cdn$	17.44		11/20/2012
		21,600	Cdn$	15.88		11/21/2010
E. Robert Stromberg, Q.C.		9,000	Cdn$	16.65		11/20/2011		—		—
		9,000	Cdn$	17.44		11/20/2012

(a)	As of December 31, 2009, the aggregate before tax value of unexercised options that are currently exercisable held by each outside director was as follows: Mr. Fetzer, $877,500; Mr. Howe, $3,399,059; Mr. McCaig, $6,271,191; Ms. Mogford, $1,535,007; and Mr. Stromberg, $3,399,059. The aggregate value of unexercised options held by Mr. Howe, Mr. McCaig, Ms. Mogford and Mr. Stromberg was converted to U.S. dollars using the average Canadian exchange rate of 1.1415 for fiscal year 2009.
(b)	Neither Mr. Howe or Mr. McCaig retained any Shares acquired upon the exercise of stock options during 2009.
(c)	The value realized upon exercise was converted to U.S. dollars using the average Canadian exchange rate of 1.1415 for fiscal year 2009.

(6)	Reports the cost of tax gross-ups for taxable benefits and life insurance premiums paid for the benefit of each director.
(7)	As CEO, any compensation Mr. Doyle receives is disclosed in the Summary Compensation Table for Named Executive Officers. See “Executive Compensation — Summary Compensation Table”.

MANAGEMENT PROXY CIRCULAR ï Board of Directors Page  18

“At Risk” Investment and Year Over Year Changes

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

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

(1)	Deferred Share Units do not carry any voting rights. The number of Deferred Share Units held by each director has been rounded down to the nearest whole number.
(2)	Based on the closing price per Share on the NYSE of $83.96 on February 20, 2009 and $115.14 on February 19, 2010.
(3)	By the time a director has served on the Board for 5 years, he or she must own Shares and/or Deferred Share Units with a value at least five times the annual retainer paid to directors. One-half of the ownership threshold is required to be achieved within 21/2 years. If a director’s Share ownership falls below the minimum guidelines due to a decline in the Share price, such director will have three years to restore compliance. For purposes of determining compliance during the three-year period, the director’s Shares will be valued at the higher of cost or market value.
(4)	For 2010, the number of Shares indicated above as deemed to be beneficially owned by the nominated directors includes Shares purchasable by such directors within 60 days of February 19, 2010 through the exercise of options granted by the Corporation, as follows: William J. Doyle 2,958,536 Shares; Dallas J. Howe 39,600 Shares; Jeffrey J. McCaig 73,150 Shares; Mary Mogford 18,000 Shares; and E. Robert Stromberg 39,600 Shares. No stock options have been granted to the Corporation’s non-employee directors since November 2002.

For 2009, the number of Shares indicated above as deemed to be beneficially owned by the nominated directors includes Shares purchasable by such directors within 60 days of February 20, 2009 through the exercise of options granted by the Corporation, as follows: William J. Doyle 2,622,536 Shares; Dallas J. Howe 61,200 Shares; Jeffrey J. McCaig 78,000 Shares; Mary Mogford 18,000 Shares; and E. Robert Stromberg 39,600 Shares.

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

MANAGEMENT PROXY CIRCULAR ï Board of Directors Page  19

Securities Authorized for Issuance Under Equity Compensation Plans

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

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

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

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

Equity Compensation Plan Information

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

(1)

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

(2)

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

MANAGEMENT PROXY CIRCULAR ï Adoption of 2010 Performance Option Plan Page  29

Compensation

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

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

Members of the Compensation Committee for 2009

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

Role of the Compensation Committee

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

Compensation Committee Interlocks and Insider Participation

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

Compensation Discussion and Analysis

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

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

Share Ownership Guidelines

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

Chief Executive Officer Compensation

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

MANAGEMENT PROXY CIRCULAR ï Compensation Page  36

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

Report of the Compensation Committee and
Compensation Committee Responsibilities and Procedures

Composition of the Compensation Committee

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

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

Compensation Committee Responsibilities and Procedures

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

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

1.	Review and approve on an annual basis the corporate goals and objectives relevant to the compensation of our CEO. The Committee evaluates at least once a year the CEO’s performance in light of established goals and objectives and, based on such evaluation, together with all other independent members of the Board, determines and approves the CEO’s annual compensation, including, as appropriate, salary, bonus, incentive and equity compensation;
2.	Review and approve on an annual basis the evaluation process and compensation structure for our executive officers, including an annual Executive Salary Administration Program under which the parameters for salary adjustments for officers are established;
3.	Review and make recommendations to the Board with respect to the adoption, amendment and termination of our management incentive-compensation and equity-compensation plans, oversee their administration and discharge any duties imposed on the Committee by any of those plans;
4.	Assess the competitiveness and appropriateness of our policies relating to the compensation of the executive officers;
5.	Participate in the long-range planning for executive development and succession, and develop a CEO succession plan;
6.	Develop the Committee’s annual report on executive compensation for inclusion in our proxy statement, in accordance with applicable rules and regulations, and review and approve, prior to publication, the compensation sections of the proxy statement;
7.	Review the general design and make-up of our broadly applicable benefit programs as to their general adequacy, competitiveness, internal equity and cost effectiveness;
8.	Annually review the performance of our pension and other retirement benefit plans;

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9.	Review periodically executive officer transactions in our securities and approve such transactions as appropriate for their exemption from short-swing profit liability under Section 16(b) of the Exchange Act;
10.	Annually review and recommend to the Board a compensation package for our directors. In considering the director compensation package, the Committee may take into consideration the relative responsibilities of directors in serving on the Board and its various Committees. The Committee may request that management report to the Committee periodically on the status of the compensation package of the Board in relation to other similarly situated companies. Directors who are our employees shall not be compensated for their services as directors. The Committee shall review annually any stock ownership guidelines applicable to directors and shall recommend to the Board revisions to any such guidelines as appropriate; and
11.	Perform other review functions relating to management compensation and human resources policies as the Committee deems appropriate.

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

CEO Succession Planning

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

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

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

2009 Compensation Committee Work Plan

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

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Compensation Approval Process

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

Compensation Risk Analysis

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

Compensation Committee Interlocks and Insider Participation

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

Report of the Compensation Committee

The following report has been submitted by the Committee:

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

By the Compensation Committee:

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

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Compensation Discussion and Analysis

Executive Summary

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

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

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

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

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

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

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

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

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

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Compensation Structure and Policies

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

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

Compensation Principles

•  To emphasize performance-based compensation, for each position studied, we maintain total cash compensation levels (salary and annual short-term incentive targets) at the median (50th percentile) of the relevant group of comparable companies.

•  We determine competitive and median levels of compensation with the assistance of independent compensation consultants that prepare, at least annually, analyses of external competitive compensation. Such analyses currently consist of (1) a group of publicly traded U.S. and Canadian companies with similar industry characteristics, revenues and market capitalization, which we refer to herein as the “Comparator Group”, and (2) additional executive compensation surveys of U.S.-based companies with similar industry and revenue size, which we refer to herein as the “Additional Surveys”. We refer to the Comparator Group and the Additional Surveys collectively as the “Comparative Compensation Information”. See “— Compensation Consultants and Comparator Groups”.

•  We provide the opportunity to achieve compensation above the median through medium-term and long-term incentive plans (performance units and stock options) if our performance exceeds the median performance of comparable companies. We design these plans, including our performance-based option plans, with measures (total shareholder return and internal performance measures historically linked with total shareholder return) that require company performance above the median, relative to other basic materials companies, to deliver total compensation above the median. For 2008 and the six preceding years, we used the total shareholder return of the Dow Jones U.S. Basic Materials Index, which we refer to herein as the “DJUSBMI” as a benchmark for determining the relative performance of our company. In 2009, we replaced the DJUSBMI with the DAXglobal Agribusiness Index, which we refer to herein as the “DAX Ag”, as a benchmark for determining relative performance. We believe the companies that make up the DAX Ag more directly measure the performance of the agribusiness sector, including some of our direct competitors, and the global nature of our business.

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

Elements of Executive Compensation: Overview

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

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

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

Our CEO Compensation	CEO Compensation of Comparator Group

Our NEO Compensation	NEO Compensation of Comparator Group

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

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

			Performance
Current Compensation	Form	Eligibility	Period
Base salary •   For executive officers, we set base salary targets at the median of the Comparative Compensation Information, adjusted to reflect individual performance and internal equity.	Cash	All salaried employees	Annual
Short-term incentives •   We base awards on achievement of predetermined goals for corporate performance or a combination of corporate and operating group performance. •   We establish targets at the median of the Comparative Compensation Information. •   Individual awards may be adjusted (±30%) to recognize individual performance, provided the total adjusted awards approximate the total awards at mid-point.	Cash	All executives and most salaried staff and union and non-union hourly employees	1 year
Medium-term incentives •   As of January 1, 2009, we issued units at a price equal to the average closing price of our common stock for the last 30 trading days of 2008. •   Each award vests and is paid out at the end of the three-year performance period (December 31, 2011). One-half of the units vest based on our total shareholder return, or TSR, and one-half of the units vest based on our TSR relative to the TSR of the DAX Ag. •   The value at payout equals the number of vested units multiplied by the average closing price of our common stock for the last 30 trading days of 2011, subject to a maximum value per unit of three times the average closing price of our common stock for the last 30 trading days of 2008.	Performance Share Units	All executives and senior management (approximately 71 individuals)	3 years
Long-term incentives •   Options granted under our Performance Option Plans vest based on the amount by which our cash flow return on investment exceeds the weighted average cost of capital during the three-year performance period. •   The value of vested options is based on appreciation of our common stock during the ten-year option period. •   We make one option grant per year following shareholder approval of the Performance Option Plan at the annual meeting of shareholders. We have determined not to make off-cycle option grants during the year. •   The number of options that the Board grants annually is that number of options that will result in the appropriate total compensation for each management level as determined by reference to the Comparative Compensation Information. See “Compensation Principles” above.	Performance Options	All executives, senior management and other selected managers (approximately 267 individuals)	3 year vesting 10 year option term

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			Measurement
Post-Retirement and Termination Compensation	Form	Eligibility	Period
Retirement Benefits
Canadian Pension Plan •   Benefits are based on the participant’s required contributions (up to 5.5% of earnings) and equivalent matching contributions by our company.	Cash	All Canadian salaried staff and certain union and non-union hourly employees	Pensionable service period
Canadian Supplemental Retirement Income Plan •   Benefits are based on 2% of the average of the participant’s three highest consecutive years’ earnings multiplied by years of pensionable service, minus the benefit payable under the Canadian Pension Plan. Certain senior executives’ benefits are calculated differently. See “— Retirement Benefits” below. •   No benefits are payable if the participant is not at least age 55 at retirement; benefits are reduced if the participant is not at least age 62 at retirement.	Cash	Selected senior executives (23 individuals)	Pensionable service period to a maximum of 35 years
U.S. Pension Plan •   Benefits are based on 1.5% of the participant’s final average compensation, which is calculated using the highest paid 60 consecutive months of service out of the last 120 months, multiplied by years of service accrued after December 31, 1998. Participants with service accrued prior to January 1, 1999 under previous plans will have a portion of their benefit calculated pursuant to such plans. See “— Retirement Benefits” below. •   Benefits are reduced if the participant is not at least age 65, or age 62 with 20 years of service, at termination.	Cash	All U.S. salaried and non-union hourly employees	Pensionable service period to a maximum of 35 years
U.S. Supplemental Plan •   Benefits are intended to provide participants with the same aggregate benefits they would have received under the U.S. Pension Plan had there been no legal limitations on those benefits. •   No benefits are payable if the participant is not at least age 55 at termination.	Cash	Eligible U.S. salaried and non-union hourly employees	Pensionable service period to a maximum of 35 years
Severance Benefits
Change in control severance benefits •   Benefits are awarded in connection with termination within two years of a change of control. •   Termination includes ceasing to be employed for any reason, including constructive dismissal, except by reason of death, disability, resignation or voluntary retirement, or dismissal for dishonest or willful misconduct.	Cash, Insurance and Other Benefits	Selected senior executives (3 individuals)	Upon termination of employment
General severance benefits •   Benefits are generally awarded in connection with termination without cause. •   Benefits are generally based on two weeks of salary for each complete year of service, subject to a minimum of 4 weeks and a maximum of 52 weeks.	Cash	All salaried employees	Upon termination of employment

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

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

Elements of Executive Compensation: Purpose and Details

Salary

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

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

Incentive Plan Compensation

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

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

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

— Short-Term Incentive Plan

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

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

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

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

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

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

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

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

(1)	For a description of how cash flow return is calculated under the Short-Term Incentive Plan, see “— Summary Compensation Table — Non-Equity Incentive Plan Compensation”.
(2)	Due to rounding, dividing actual cash flow return by the cash flow return target may not result in the exact adjusted cash flow return ratio.

— Medium-Term Incentive Plan

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

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

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

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

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

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

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

— Long-Term Incentives (Performance Stock Options)

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

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

We make one option grant per year following shareholder approval of the Performance Option Plan at the annual meeting of shareholders. We have determined not to make off-cycle option grants during the year. The number of options that the Board grants annually is that number of options that will result in the appropriate total compensation for each management level, as determined by company performance and by reference to the Comparative Compensation Information. Options not granted are cancelled at the end of the calendar year in which the Performance Option Plan is approved by shareholders.

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

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

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

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

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

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

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

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

⁽¹⁾  Actual CFROI-WACC reflects the average of the annual CFROI-WACC for the three years during the applicable performance period. For a description of how CFROI-WACC is calculated and for the full Performance Option Plan vesting schedule, see “Grants of Plan-Based Awards — Option Awards”.

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

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

Post-Retirement and Termination Compensation

— Retirement Benefits

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

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

MANAGEMENT PROXY CIRCULAR ï Compensation Page  48

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

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

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

— Severance Benefits

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

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

— Change in Control Agreements

Purpose: Historical agreements with certain senior executives.

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

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

•  a lump-sum payment of three times the executive’s current base salary and average bonus for the last three years;

•  a lump-sum payment of the pro-rata target bonus for the year in which the termination occurs;

•  immediate vesting and cash out of all outstanding Medium-Term Incentive Plan awards;

•  a credit of three additional years of service under the Canadian Supplemental Plan;

•  a three-year continuation of medical, disability and group term life insurance, provided that these benefits terminate upon obtaining similar coverage from a new employer or upon commencement of retiree benefits; and

•  financial or outplacement counseling to a maximum of Cdn$10,000.

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

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

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

Policy on Recoupment of Unearned Compensation

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

Compensation Consultants and Comparator Groups

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

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

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

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

(1)

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

(2)

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

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

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

Air Products and Chemicals, Inc.
Agrium Inc.
Arch Coal Inc.
Ashland Inc.
Barrick Gold Corporation
Cameco Corporation
CF Industries Holdings, Inc.  Eastman Chemical Company
Ecolab Inc.
Martin Marietta Materials, Inc.
Monsanto Company
The Mosaic Company
Newmont Mining Corporation
Nova Chemicals Corporation Peabody Energy Corporation
PPG Industries, Inc.
Praxair, Inc.
The Valspar Corporation
Vulcan Materials Company

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

Executive Share Ownership Guidelines

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

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

The Guidelines are:

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

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

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

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

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Chief Executive Officer Compensation

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

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

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

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

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

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

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

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n Achieved        ◘ Partially Achieved       o Did Not Achieve

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

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

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Executive Compensation

Summary Compensation Table⁽¹⁾

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

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

(1)

Those amounts that were paid in Canadian dollars have been converted to United States dollars using the average exchange rate for the month prior to the date of payment.

(2)

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

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

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

(3)

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

(4)

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

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⁽⁵⁾  Reports the aggregate annual change in the actuarial present value of each Named Executive Officer’s accumulated benefit under the Canadian Supplemental Plan, the U.S. Pension Plan and the U.S. Supplemental Plan, as set forth in the below table.

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

⁽⁶⁾  The following table sets forth the amounts attributable to each of the compensation items included in “All Other Compensation” for each Named Executive Officer.

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

(a)	For 2009, includes $14,036 in contributions to the 401(k) Plan on behalf of Mr. Dietz and $7,686 that exceeds the 401(k) Plan statutory limit and is therefore immediately taxable and paid to Mr. Dietz in cash. For 2008, includes $13,435 in contributions to the 401(k) Plan on behalf of Mr. Dietz and $7,140 that exceeds the 401(k) Plan statutory limit and is therefore immediately taxable and paid to Mr. Dietz in cash. For 2007, includes $13,289 in contributions to the 401(k) Plan on behalf of Mr. Dietz and $6,750 that exceeds the 401(k) Plan statutory limit and is therefore immediately taxable and paid to Mr. Dietz in cash.
(b)	For 2009, includes $14,250 in contributions to the 401(k) Plan on behalf of Mr. Delaney and $5,093 that exceeds the 401(k) Plan statutory limit and is therefore immediately taxable and paid to Mr. Delaney in cash. For 2008, includes $13,650 in contributions to the 401(k) Plan on behalf of Mr. Delaney and $4,500 that exceeds the 401(k) Plan statutory limit and is therefore immediately taxable and paid to Mr. Delaney in cash. For 2007, includes $13,350 in contributions to the 401(k) Plan on behalf of Mr. Delaney and $3,840 that exceeds the 401(k) Plan statutory limit and is therefore immediately taxable and paid to Mr. Delaney in cash.
(c)	For 2009, includes $14,250 in contributions to the 401(k) Plan on behalf of Ms. Irwin and $4,728 that exceeds the 401(k) Plan statutory limit and is therefore immediately taxable and paid to Ms. Irwin in cash. For 2008, includes $13,650 in contributions to the 401(k) Plan on behalf of Ms. Irwin and $4,425 that exceeds the 401(k) Plan statutory limit and is therefore immediately taxable and paid to Ms. Irwin in cash. For 2007, includes $13,350 in contributions to the 401(k) Plan on behalf of Ms. Irwin and $4,170 that exceeds the 401(k) Plan statutory limit and is therefore immediately taxable and paid to Ms. Irwin in cash.
(d)	Perquisites include, for Mr. Doyle, country club memberships, financial and tax planning services, spousal/family travel benefits (while accompanying the executive on corporation business) and parking; for Mr. Brownlee, country club memberships, spousal travel benefits (while accompanying the executive on corporation business) and parking; and for Mr. Dietz and Mr. Delaney, country club memberships and spousal travel benefits (while accompanying the executive on corporation business). The aggregate incremental cost of the financial and tax planning services paid for the benefit of Mr. Doyle was $52,063 in 2009, $38,222 in 2008 and $29,506 in 2007. The aggregate incremental cost of spousal/family travel benefits paid for the benefit of Mr. Doyle was $27,585 in 2009 and $51,407 in 2008.

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Salary and Bonus

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

Stock Awards

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

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

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

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

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

Option Awards

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

Non-Equity Incentive Plan Compensation

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

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

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

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

Total Compensation

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

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

Employment Agreements

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

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Grants of Plan-Based Awards

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

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

(1)

The amounts in columns (c), (d) and (e) set forth the threshold, target and maximum values of the 2009 Short-Term Incentive Plan awards based on respective cash flow returns of 50%, 100% and 150% of target cash flow return for 2009. The actual amount of each Named Executive Officer’s 2009 Short-Term Incentive Plan award is set forth in column (g) of the Summary Compensation Table above.

(2)

Pursuant to the terms of the plan, options under the 2009 Performance Option Plan were granted with an exercise price equal to the closing market price per Share on the NYSE for Mr. Doyle, Mr. Dietz, Mr. Delaney and Ms. Irwin and on the TSX for Mr. Brownlee, in each case on the trading day prior to the grant date. As is our practice, options under the 2009 Performance Option Plan were granted following shareholder approval of the plan at the 2009 Annual Meeting on May 7, 2009.

Option Awards

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

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

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

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

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

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

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

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Outstanding Equity Awards at Fiscal Year-End

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

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

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

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

Outstanding Stock Options

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

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

Option Exercises and Stock Vested

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

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

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

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Pension Benefits

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

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

(1)	The present value of accumulated benefit assumes retirement at the earliest age that does not require a reduction in benefits. For the Canadian Supplemental Plan, such age is 62. For the U.S. Pension Plan and U.S. Supplemental Plan, such age is 65 or age 62 with 20 years of service.
(2)	Mr. Brownlee’s years of credited service includes 11.6 years of service, from May 1977 to December 1988, with the government of Saskatchewan prior to the privatization of our company in 1989 and 21.1 years of service, from December 1988 to the present, with our company and our predecessors.
(3)	The differences in Mr. Dietz’s and Mr. Delaney’s years of credited service under the U.S. Pension Plan and the U.S. Supplemental Plan relate to the plans’ differing treatment of Mr. Dietz’s and Mr. Delaney’s years of credited service under the Nitrogen Pension Plan, a predecessor to the U.S. Pension Plan.

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

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

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

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

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

Pension Plans

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

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

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

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

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

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

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

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

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

MANAGEMENT PROXY CIRCULAR ï Compensation Page  65

Estimated Termination Payments and Benefits

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

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

(1)	Supplemental Plan refers to the Canadian Supplemental Plan for Mr. Doyle and Mr. Brownlee and to the U.S. Supplemental Plan for Mr. Dietz, Mr. Delaney and Ms. Irwin. The Supplemental Plan benefits set forth for each Named Executive Officer reflect the incremental value of benefits for each termination event that exceeds the present value of benefits set forth in the “Pension Benefits” table above.
(2)	As of December 31, 2009, Mr. Delaney was age 48 and ineligible to receive benefits under the U.S. Supplemental Plan, and Ms. Irwin was age 54 and ineligible to receive benefits under the U.S. Supplemental Plan. No benefits are payable if the participant is not at least age 55 at termination.
(3)	The aggregate value of Mr. Brownlee’s stock options was converted to U.S. dollars using the December 31, 2009 Canadian exchange rate of 1.0501.

Payments Made Upon Involuntary Termination or Termination Without Cause

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

Payments Made Upon Termination Following a Change in Control

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

MANAGEMENT PROXY CIRCULAR ï Compensation Page  66

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

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

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

Payments Made Upon Death or Disability

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

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

Payments Made Upon Retirement

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

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

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

MANAGEMENT PROXY CIRCULAR ï Compensation Page  67

Performance Graphs

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

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

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

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

* TSX

MANAGEMENT PROXY CIRCULAR ï Compensation Page  68

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

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

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

MANAGEMENT PROXY CIRCULAR ï Compensation Page  69

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

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

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Directors’ and Officers’

Liability Insurance

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

MANAGEMENT PROXY CIRCULAR ï Ownership of Shares Page  72