Appendix D – Shareholder Proposal

The following shareholder proposal (the "Proposal") has been submitted by a shareholder for consideration at the Meeting. This Proposal and its supporting statements represent the views of the submitting shareholder. The Corporation is legally required to include the Proposal in this Management Proxy Circular. For the reasons set out below, the Board and management oppose the Proposal.

The submitting shareholder is Meritas Financial ("Meritas"), 410 Hespeler Road, Unit 5, Cambridge, Ontario N1R 6J6. The Proposal and Meritas's supporting statement are set out verbatim below in italics.

Proposal

RESOLVED, that shareholders of Potash Corporation of Saskatchewan Inc. urge the board of directors to adopt a policy that Potash Corporation of Saskatchewan Inc.'s shareholders be given the opportunity at each annual meeting of shareholders to vote on an advisory resolution, to be proposed by Potash Corporation of Saskatchewan Inc.'s management, to ratify the compensation of the Named Executive Officers set forth in the proxy statement. The proposal submitted to shareholders should ensure that shareholders understand that the vote is non-binding and would not affect any compensation paid or awarded to any Named Executive Officer.

SUPPORTING STATEMENT:

Ever-improving executive compensation disclosure allows shareholders to become better informed with respect to the amounts to be paid to executives, the circumstances under which payments will be made, and the reasons for specific decisions about compensation structure. However disclosure, no matter how detailed, does not allow shareholders to provide any input on the decisions that have been made.

Shareholders are seeking assurance that directors are making serious efforts to ensure that executive compensation is linked to corporate performance. Many are also concerned about the arrangements made with executives under pension schemes and severance packages. An advisory vote will provide shareholders with an opportunity to register their views on all elements of executive compensation.

For many years, shareholders of Canadian Issuers have had the opportunity to consider and vote on the adoption of stock-based compensation plans and many types of amendments made to them after they are adopted. Most other elements of executive compensation are not subject to a direct shareholder vote.

Currently, shareholders who do not support some or all aspects of the corporation's executive compensation package can only register this view through the relatively imprecise methods of withholding votes from the entire board or the directors on the compensation committee. An advisory vote will allow shareholders to clearly express their views of executive compensation by voting on the matter directly.

An advisory vote on compensation was introduced in the United Kingdom in 2002. According to research compiled by Deloitte, in reported vote results from U.K. shareholder meetings held between 2002 and 2007, only 64 of 593 companies indicated that more than 20% of shareholders did not support the directors' executive compensation report. Yet significant positive changes to executive compensation have been noted. According to corporate governance expert Stephen Davis, Deloitte & Touche found that there has been a significant increase in the amount of total incentive pay "with meaningful performance conditions attached" in the advent of the institution of the advisory vote In the U.K.*

The Institution of an advisory vote on executive compensation implicitly acknowledges the expertise of the directors charged with making decisions regarding compensatory matters while allowing shareholders to provide Issuers with their views of those decisions.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST THE PROPOSAL FOR THE FOLLOWING REASONS:

This proposal seeks to solicit a non-binding vote from shareholders regarding the compensation provided to the Named Executive Officers. For the reasons explained below, the Board believes that adopting this proposal would not be in the best interests of the Corporation and its shareholders.

We are aware that executive compensation is a matter of importance to shareholders. As a result, in July of 2008, a joint session of the Compensation and Corporate Governance Committees thoroughly reviewed and considered the latest "Say on Pay" developments and concluded against implementation of a shareholder vote on executive compensation. This matter was again fully reviewed and considered upon receipt of this proposal. While we understand the sentiment expressed by the proposal, we do not believe, from a governance perspective, that a shareholder vote on executive compensation is an efficient or appropriate vehicle to address shareholder concerns regarding executive compensation. Simply stated, a vote of this nature blurs the distinction between shareholders and boards of directors and their respective roles and responsibilities. Rather than promoting good corporate governance, we are concerned that such a vote pulls in the opposite direction.

We believe that it is the role of the Compensation Committee to establish appropriate levels of executive compensation that align the interests of shareholders and management. Matters relating to executive compensation are highly specialized. The Corporation, through the Compensation Committee, spends a significant amount of time and resources to ensure that our executive compensation is appropriate and meaningfully performance based. In particular, the Compensation Committee is charged with formulating and making recommendations to the Board in respect of compensation issues, including reviewing and approving on an annual basis the evaluation process and compensation structure for our executive officers. Accordingly, an advisory vote on executive compensation would place shareholders into a highly specialized area and ask them to make an overall judgment on all the components of the compensation package with a simple yes or no vote.

Furthermore, the Compensation Committee and the Board take very seriously their responsibilities to shareholders to ensure that appropriate levels of compensation are paid to the persons charged with the responsibility of ensuring our long-term success. To reinforce the integrity of the Compensation Committee, all members are independent and in arriving at its conclusions, the Compensation Committee seeks input from independent external consultants, including analyses of external competitive compensation.

The Compensation Committee promotes shareholder interests by adhering to its "pay for performance" philosophy. Consistent with this philosophy, the Compensation Committee sets our senior executives' annual base salary at median levels per survey data from the Committee's independent compensation consultant and puts a significant proportion of their cash compensation at risk through performance-based awards under our annual short-term incentive plan and triennial medium-term incentive plan. By placing a significant amount of compensation at risk, the Compensation Committee rewards executives for superior performance and ensures that our executives' compensation is aligned with shareholder interests (see "Compensation Discussion and Analysis — Elements of Executive Compensation" for additional detail). In addition, we have, for a number of years, provided our shareholders with a significant voice in our compensation plans through an annual vote on our performance option plan, a key component of our pay for performance compensation.

We believe our executive compensation is strongly aligned with our "pay for performance" philosophy, and third-party studies support this alignment. A 2008 study conducted by the Committee's executive compensation consultant found that, 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 the Corporation relative to our peer group. A similar study of chief executive officer compensation at companies comprising the S&P/TSX 60 Index that was conducted in 2007 by the Hay Group, an independent executive compensation consulting group, found similar results for the compensation of our CEO.

We do not believe that the advisory vote called for in the proposal is the most effective mechanism for shareholders to communicate with the Corporation. The advisory vote is general and would not provide the Board meaningful insight. If shareholders do not ratify compensation decisions, the Board will understand that shareholders are dissatisfied, but the source of shareholder dissatisfaction, much less what actions should be taken to address the dissatisfaction, will not necessarily be clear.

We believe that the best and most constructive means shareholders have of expressing concerns regarding executive compensation, or any other matter of interest to shareholders, is through direct communication with our management and the Board, including members of the Compensation Committee. Our investor relations department and senior management are in frequent contact with many of our shareholders, including at investor conferences and meetings. The process by which shareholders can contact the Board is described in the section entitled "Disclosure Regarding the Ability of Shareholders to Communicate With the Board of Directors" appearing in "Corporate Governance and Nominating Committee Report" of this Management Proxy Circular. The Board believes that direct communication facilitates a sharing of shareholder views and is ultimately more meaningful and useful to management and the Board than a non-binding advisory vote.

The proposal also would subject the Corporation to an advisory vote requirement without any assurance that other public companies, particularly our industry peers, would be subject to a similar requirement. The proponent urges adoption of an advisory vote on executive compensation based on its purported success in the United Kingdom. However the advisory vote process in both the UK and Australia is mandated by law and applies to all public companies. The vast majority of U.S. companies do not have an advisory vote on executive compensation and, to our knowledge, no Canadian companies have an advisory vote on executive compensation. The U.S. legislature has proposed legislation that would require companies filing reports with the Securities and Exchange Commission to adopt an advisory vote on executive compensation. In light of these ongoing developments, it would be prudent to await the outcome of the debate on the U.S. legislation before adopting an advisory vote proposal. This would permit the Corporation to review the requirements of any such legislation to ensure that any practices adopted by the Corporation do not conflict with the legislation.

As indicated above, we are sensitive to the sentiments expressed by this proposal. We will continue to monitor this issue and specifically revisit it with our Compensation and Corporate Governance Committees later this year.

For the reasons described above, the Board believes that this proposal is not in the best interests of the Corporation and our shareholders.

The Board recommends that shareholders vote AGAINST this proposal.