Notice of Annual and Special Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the "Meeting") of shareholders of Potash Corporation of Saskatchewan Inc. (the "Corporation"), a corporation organized under the laws of Canada, will be held on:

for the following purposes:

1. to receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2008 and the report of the auditors thereon;
2. to elect the Board of Directors for 2009;
3. to appoint auditors for 2009;
4. to consider and, if deemed appropriate, adopt, with or without variation, a resolution (the full text of which is reproduced in Appendix B to the accompanying Management Proxy Circular) authorizing the Corporation to implement a new performance option plan, which is in Appendix C to the accompanying Management Proxy Circular;
5. to consider the shareholder proposal in Appendix D to the accompanying Management Proxy Circular; and
6. to transact such other business as may properly come before the Meeting or any adjournments thereof.

DATED at Saskatoon, Saskatchewan this 20^th day of February, 2009.

BY ORDER OF THE BOARD OF DIRECTORS

JOSEPH A. PODWIKA
Secretary