A full version of PotashCorp's Statement of Core Values and Code of Business Conduct is available on our website at:

www.potashcorp.com/governance/code_of_conduct.

Any employee who has a good faith belief that another employee, representative or director of PotashCorp, or any joint venture partner has contravened the Code, is asked to report it immediately. We will strive to protect the anonymity of anyone who in good faith reports suspected Code infractions.

No retaliation will be taken against any employee for raising any concern, question or complaint in good faith. We wish to encourage an open culture where all concerns expressed in good faith will be investigated and, if appropriate, acted upon.

WHY DO WE NEED A CODE?

PotashCorp's most important assets are our employees, customers, shareholders, suppliers and the communities in which we operate. It is critical that we maintain the trust of each. The Code helps us fulfill our commitment to them by providing guidelines for high standards of ethical professional behavior.

TO WHOM DOES THE CODE APPLY?

The Code applies to all directors, officers, employees and representatives of PotashCorp. Each of us is personally responsible for making sure that our business decisions and actions comply at all times with the letter and spirit of this Code.

HOW DO I APPLY THE CODE IN MY BUSINESS DEALINGS?

The Code sets minimum standards that each of us is expected to meet or exceed in our business dealings and provides guidelines to help us address new situations. As always, each of us will be expected to use our best judgment and common sense, keeping in mind that we are required to comply with the spirit, as well as the written words, of the Code.

If you encounter a situation for which the Code does not provide specific guidance, asking yourself the following questions may help you determine how to apply the Code.

• Is this fair?
• Is this legal?
• Am I confident that PotashCorp would not be embarrassed if this situation became public knowledge?
• Would I approve of this situation if I were a fellow employee, a supplier, a customer, a shareholder or a member of the community affected by this action?

We should be able to answer Yes to each of these questions.