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, 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 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 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 20, 2009 and their overall board and committee meeting attendance.

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


CHRISTOPHER M. BURLEY Age: 47 Calgary, Alberta, Canada Independent ⁽¹⁾	Mr. Burley recently retired as Managing Director and Vice Chairman Energy of Merrill Lynch Canada Inc., an investment banking firm, after more than 21 years in the investment banking business. He is a graduate of the Institute of Corporate Directors' Education Program.
	Principal Areas of Expertise/Experience:	Value of At-Risk Holdings ⁽²⁾:
	Finance Investment Banking Governance	February 2009 ⁽³⁾: $839,600
	Board Committee Membership:	Board & Committee Attendance ⁽⁴⁾:
	n/a	n/a


WILLIAM J. DOYLE Age: 58 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 a career 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.
	Principal Areas of Expertise/Experience:	Value of At-Risk Holdings ⁽²⁾:
	Fertilizer/Mining/Chemical Industry Global Agriculture/International Commerce Global Senior Executive Management	February 2009 ⁽³⁾: $40,419,507
	Board Committee Membership:	Board & Committee Attendance ⁽⁴⁾:
	none	100%


JOHN W. ESTEY Age: 58 Glenview, Illinois, USA Director since 2003 Independent ⁽¹⁾	Mr. Estey is President and Chief Executive Officer of S&C Electric Company. He is a member of the Board of Governors of the National Electrical Manufacturers Association, a director of the Executives' Club of Chicago, a member of the Dean's Advisory Board at the Kellogg School of Management at Northwestern University 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 Business Management Compensation	February 2009 ⁽³⁾: $2,453,387
	Board Committee Membership:	Board & Committee Attendance ⁽⁴⁾:
	Compensation (chair) Safety, Health and Environment	100%


C. STEVEN HOFFMAN Age: 60 Lincolnshire, Illinois, USA Director since 2008 Independent ⁽¹⁾	Mr. Hoffman is an export consultant and 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 Global Agriculture/International Commerce Business Management	February 2009 ⁽³⁾: $244,328
	Board Committee Membership:	Board & Committee Attendance ⁽⁴⁾:
	Audit Safety, Health and Environment	100%


DALLAS J. HOWE Age: 64 Calgary, Alberta, Canada Director since 1991 Independent ⁽¹⁾	Mr. Howe is owner and Chief Executive Officer of DSTC Ltd., a technology investment company, and a director of Advanced Data Systems Ltd. and Viterra (formerly Saskatchewan Wheat Pool). 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 e-Commerce/Technology Governance	February 2009 ⁽³⁾: $8,918,611
	Board Committee Membership:	Board & Committee Attendance ⁽⁴⁾:
	Board Chair Corporate Governance and Nominating	100%


ALICE D. LABERGE Age: 52 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 and is a director of the Royal Bank of Canada, Russel Metals Inc., the United Way of the Lower Mainland and St. Paul's Hospital Foundation in Vancouver. She is a trustee of the Healthcare Benefit Trust and a member of the Faculty Advisory Board, Sauder School of Business, University of British Columbia.
	Principal Areas of Expertise/Experience:	Value of At-Risk Holdings ⁽²⁾:
	e-Commerce/Technology Finance Accounting	February 2009 ⁽³⁾: $1,843,317
	Board Committee Membership:	Board & Committee Attendance ⁽⁴⁾:
	Audit (chair) Corporate Governance and Nominating	100%


KEITH G. MARTELL Age: 46 Saskatoon, Saskatchewan, Canada Director since 2007 Independent ⁽¹⁾	Mr. Martell is Executive Chairman of First Nations Bank of Canada. He is a director of the Public Sector Pension Investment Board of Canada, The North West Company Inc. and Saskatoon Friendship Inn. 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 First Nations Business Management	February 2009 ⁽³⁾: $215,649
	Board Committee Membership:	Board & Committee Attendance ⁽⁴⁾:
	Audit Compensation	100%


JEFFREY J. MCCAIG Age: 57 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 Orbus Pharma Inc., The Standard Life Assurance Company of Canada and a director and co-owner of the Calgary Flames Hockey Club.
	Principal Areas of Expertise/Experience:	Value of At-Risk Holdings ⁽²⁾:
	Transportation Industry Legal Business Management	February 2009 ⁽³⁾: $2,661,563
	Board Committee Membership:	Board & Committee Attendance ⁽⁴⁾:
	Audit Compensation	100%


MARY MOGFORD Age: 64 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 the SickKids Foundation. She is a Fellow of the Institute of Corporate Directors (ICD) and an accredited director under the ICD/Rotman School of Business Directors' Education Program.
	Principal Areas of Expertise/Experience:	Value of At-Risk Holdings ⁽²⁾:
	Finance Public Policy Governance	February 2009 ⁽³⁾: $3,138,766
	Board Committee Membership:	Board & Committee Attendance ⁽⁴⁾:
	Corporate Governance and Nominating (chair) Audit	96%


PAUL J. SCHOENHALS Age: 67 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 Business Management	February 2009 ⁽³⁾: $1,969,695
	Board Committee Membership:	Board & Committee Attendance ⁽⁴⁾:
	Safety, Health and Environment (chair) Compensation	85%


E. ROBERT STROMBERG, Q.C. Age: 67 Jackfish Lake, Saskatchewan, Canada Director since 1991 Non-independent ⁽¹⁾	Mr. Stromberg 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 Legal	February 2009 ⁽³⁾: $4,250,546
	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: 54 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 Finance/Business Management Global/International Commerce	February 2009 ⁽³⁾: $2,079,722
	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.

Wade Fetzer III, who has served since 2002 will retire from the Board on May 7, 2009.

(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 $83.96 on February 20, 2009.
(4)	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.