Potash Corporation of Saskatchewan Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions-issuer granted exemptions from the prospectus requirement in connection with trades of Commercial Paper/Short-Term Debt-sufficient to obtain one credit rating at or above a prescribed standard from one approved credit rating agency, subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53, 74(1).

February 15, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

SASKATCHEWAN AND ONTARIO

(THE JURISDICTIONS)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

POTASH CORPORATION

OF SASKATCHEWAN INC.

(THE FILER)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Makers) have received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that trades of negotiable promissory notes or commercial paper, maturing not more than one year from the date of issue, of the Filer (Commercial Paper) be exempt from the prospectus requirement of the Legislation (the Requested Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Saskatchewan Financial Services Commission, Securities Division, is the principal regulator for this application;

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (the Passport Jurisdictions); and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 -- Definitions and MI 11-102 have the same meanings in this decision, unless otherwise defined.

In this decision:

"Asset-backed Short-term Debt" means short-term debt that is backed, secured or serviced by or from, a discrete pool of mortgages, receivables or other financial assets or interests designed to ensure the servicing or timely distribution of proceeds to holders of that short-term debt;

"NI 31-103" means National Instrument 31-103 -- Registration Requirements and Exemptions;

"NI 45-106" means National Instrument 45-106 -- Prospectus and Registration Exemptions; and

"NI 81-102" means National Instrument 81-102 -- Mutual Funds.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation organized under the Canada Business Corporations Act. The head office of the Filer is located at Suite 500, 122 -- 1st Avenue South, Saskatoon, Saskatchewan S7K 7G3.

2. The Filer is a reporting issuer in the Jurisdictions and the Passport Jurisdictions. The Filer is also a foreign private issuer in the United States. The Filer is not (to its knowledge) in default of its reporting issuer obligations under the Legislation or the securities legislation of the Jurisdictions and the Passport Jurisdictions.

3. The Filer is also a registrant with the Securities and Exchange Commission (the SEC) in the United States and is subject to the requirements of the United States Securities Exchange Act of 1934 (the 1934 Act).

4. The Filer's securities are listed on the Toronto Stock Exchange (the TSX) and the New York Stock Exchange under the trading symbol "POT".

5. Subsection 2.35(b) of NI 45-106 provides that an exemption from the prospectus requirement of the Legislation for short-term debt (the Commercial Paper Exemption) is available only where such short-term debt "has an approved credit rating from an approved credit rating organization." NI 45-106 incorporates by reference the definitions for "approved credit rating" and "approved credit rating organization" that are used in NI 81-102.

6. The definition of "approved credit rating" in NI 81-102, requires, among other things, that (a) the rating assigned to such debt must be "at or above" certain prescribed short-term ratings, and (b) such debt must not have been assigned a rating by any "approved credit rating organization" that is not an "approved credit rating."

7. The Commercial Paper of the Filer currently has an "R-1 (low)" rating from DBRS Limited and an "A-1 (Low)" rating from Standard & Poor's both of which meet the prescribed threshold in NI 81-102; however, in light of the similar relief granted to other issuer's of commercial paper in Canada, it is appropriate that the Filer be granted the Requested Relief.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided that:

1. The Commercial Paper:

(a) matures not more than one year from the date of issue;

(b) is not convertible or exchangeable into or accompanied by a right to purchase another security other than Commercial Paper;

(c) is not Asset-backed Short-term Debt; and

(d) has a rating issued by one of the following rating organizations, or any of their successors, at or above one of the following rating categories or a rating category that replaces a category listed below:

Rating Organization	Rating
DBRS Limited	R-1 (low)
Fitch Ratings Ltd.	F2
Moody's Investors Service	P-2
Standard & Poor's	A-2

2. Each trade of Commercial Paper to a resident in a jurisdiction in Canada by the Filer in reliance on this exemption is made: (i) through an agent who is a registered dealer, registered in a category that permits the trade; (ii) through a bank listed in Schedule I, II or III to the Bank Act (Canada) trading in reliance on an exemption from registration available in the circumstances in the jurisdiction or jurisdictions in which the trade occurs; or (iii) through a dealer permitted to rely on the "international dealer exemption" contained in section 8.18 of NI 31-103;

3. For each jurisdiction of Canada, the Requested Relief will terminate on the earlier of:

(a) 90 days after the coming into force of any rule, other regulation or blanket order or ruling under the securities legislation of that jurisdiction of Canada that amends the conditions of the prospectus exemption contained in Section 2.35 of NI 45-106 or provides an alternate exemption; and

(b) January 31, 2013.