In addition to the duties and responsibilities set out in the Board of Directors Charter and any other applicable charter, mandate or position description, the Chair of the Board of Directors of Potash Corporation of Saskatchewan Inc. (the “Corporation”) has the duties and responsibilities described below.

The Chair of the Board of Directors shall:

1.	Board Leadership (a) Serve on and chair the Board of Directors. (b) Serve as a member of the Corporate Governance and Nominating Committee. (c) Provide the leadership necessary to ensure effective functioning of the Board of Directors. (d) Chair meetings of the Board of Directors. (e) Assist in setting meeting schedules. (f) Assist in setting meeting agendas. (g) Communicate with Directors between meetings. (h) Monitor meeting attendance. (i) Assist in Committee appointments and nominate Committee Chairs for approval by the Board of Directors. (j) Attend other Committee meetings where appropriate. (k) Consult with the Compensation Committee on Director compensation.
2.	Board Development (a) Lead in the performance assessment of the Board of Directors and continuous improvement of Board of Directors. (b) Assist the Corporate Governance and Nominating Committee in planning the composition of and nomination/succession to the Board of Directors and its Committees.
3.	Working With Management (a) Assist in effective communication among the Board of Directors and management, including follow-up of major items required by management. (b) Lead the Board of Directors in monitoring and influencing strategic management. (c) Build effective relationships with members of management. (d) Help define problems, challenges and opportunities. (e) Assist the Compensation Committee in monitoring and evaluating performance of the Chief Executive Officer (“CEO”) and senior officers of the Corporation. (f) Counsel with the CEO, as appropriate, including potential senior staff plans and changes. (g) Assist in representing shareholders, the Board of Directors and to management. (h) Assist in representing management to the Board of Directors and shareholders. (i) Lead the Board of Directors in maintaining accountability by management. (j) Lead the Board of Directors in ensuring succession plans are in place at senior management levels. (k) Attend key company functions.
4.	Management Shareholder Relations (a) Chair annual and special meetings of shareholders. (b) Meet with major shareholder groups. (c) Communicate with shareholders and potential shareholders as requested by the CEO.

Authority to make minor technical amendments to this position description is hereby delegated to the Secretary of the Corporation, who will report any amendments to the Board of Directors for consideration.

On an annual basis, this position description shall be reviewed and assessed, and any proposed changes shall be submitted to the Board of Directors for consideration.