exv4wb






Exhibit 4(b)




          This Security is in global form within the meaning of the Indenture hereinafter referred to
and is registered in the name of The Depository Trust Company, a New York corporation (“DTC”), or a
nominee of DTC, which may be treated by the Company, the Trustee and any agent thereof as owner and
holder of this Security for all purposes.




          Unless this certificate is presented by an authorized representative of DTC to the Company or
its agent for registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.




          Unless and until it is exchanged in whole or in part for Securities in definitive form in the
limited circumstances referred to in the Indenture, this global Security may not be transferred
except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of
DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor
depositary.




	 	 	 

	Registered

	 	Principal Amount: $500,000,000
	CUSIP No. 73755L AK3
	 	 






POTASH CORPORATION OF SASKATCHEWAN INC.




5.625% Notes due December 1, 2040



          POTASH CORPORATION OF SASKATCHEWAN INC., a Canadian corporation (hereinafter called the
“Company,” which term shall include any successor entity under the Indenture), for value received,
hereby promises to pay to Cede & Co., as nominee for DTC, or registered assigns, upon presentation,
the principal sum of FIVE HUNDRED MILLION DOLLARS ($500,000,000) on December 1, 2040 and to pay
interest thereon from November 30, 2010 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually in arrears on June 1 and December 1 in
each year, commencing June 1, 2011, at the rate of 5.625% per annum, until the entire principal
amount hereof is paid or made available for payment.




          The interest so payable, and punctually paid or duly provided for on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest, which shall be May 15 or November 15 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may
either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the






 









 







payment of Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not more than 15 days and not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the Indenture.




          Payment of the principal of, interest on and Additional Amounts, if any, with respect to this
global Security will be paid to DTC for the purpose of permitting DTC to credit the principal and
interest received by it in respect of this global Security to the accounts of the beneficial owners
thereof; provided, however, that if this Security is not a global Security, payment of the
principal of, interest on and Additional Amounts, if any, with respect to this Security will be
made at the office or agency of the Trustee in The City of New York, or elsewhere as provided in
the Indenture, in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; and provided, further, that at the option
of the Company payment of interest may be made by (a) check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (b) transfer to an
account of the Person entitled thereto located inside the United States.




          Additional provisions of this Security are set forth following the signature page hereof,
which provisions shall for all purposes have the same effect as if set forth at this place.








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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed this
30th day of November, 2010.



	 	 	 	 	 
	 	POTASH CORPORATION OF SASKATCHEWAN INC.


 	 
	 	By:  	 	 
	 	 	Name:  	Wayne R. Brownlee 	 
	 	 	Title:  	Executive Vice President, Treasurer

and Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	

 	 
	 	 	Name:  	Joseph A. Podwika 	 
	 	 	Title:  	Senior Vice President, General

Counsel and Secretary 	 



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TRUSTEE’S CERTIFICATE OF AUTHENTICATION





     This is one or all of the Securities of the series designated “5.625% Notes due December 1,
2040” pursuant to the within-mentioned Indenture.



	 	 	 	 	 
	THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK,

as Trustee



 	 
	By:  	 	 
	 	Authorized Signatory 	 
	 	 	 	 



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5.625% Notes due December 1, 2040




          This Security is one or all of a duly authorized issue of securities of the Company (herein
called the “Securities”) issued and to be issued in one or more series under an Indenture, dated as
of February 27, 2003 (herein called the “Indenture”), between the Company and The Bank of Nova
Scotia Trust Company of New York, as trustee (herein called the “Trustee”, which term includes any
successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitation of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and delivered. This Security is
one or all of the series designated as the “5.625% Notes due December 1, 2040.”




          The Securities in this series are redeemable, in whole or in part, at the Company’s option at
any time and from time to time at a Redemption Price equal to the greater of (i) 100% of the
principal amount of the Securities to be redeemed and (ii) the sum of the present values of the
Remaining Scheduled Payments discounted to the relevant Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25
basis points, together with, in each case, accrued interest on the principal amount of the
Securities to be redeemed to the Redemption Date.




          In connection with such optional redemption, the following defined terms apply:




          “Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal
to the semi-annual equivalent yield to maturity (computed as of the third Business Day immediately
preceding that Redemption Date) or interpolated (on a day count basis) of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for that Redemption Date.




          “Comparable Treasury Issue” means the United States Treasury security or securities selected
by the Independent Investment Banker that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Securities of this series.




          “Comparable Treasury Price” means, with respect to any Redemption Date, (a) the average of the
Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and
lowest of such Reference Treasury Dealer Quotations, or (b) if the Independent Investment Banker
for the Securities obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.




          “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company to act as the “Independent Investment Banker.”




          “Reference Treasury Dealer” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman,
Sachs & Co. and Morgan Stanley & Co. Incorporated and their respective successors and one other
nationally recognized investment banking firm that is a primary U.S. Government securities dealer
in New York City (herein called a “Primary Treasury Dealer”) specified from






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time to time by the Company; provided, however, that if any of the foregoing shall cease to be
a Primary Treasury Dealer, the Company shall substitute therefor another nationally recognized
investment banking firm that is a Primary Treasury Dealer.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Independent Investment Banker, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker by such Reference
Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding that
Redemption Date.




          “Remaining Scheduled Payments” means, with respect to each Security to be redeemed, the
remaining scheduled payments of the principal thereof and interest thereon that would be due after
the related Redemption Date but for such redemption; provided, however, that, if that Redemption
Date is not an Interest Payment Date with respect to such Security, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued
thereon to that Redemption Date.




          Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder of the Securities in this series to be redeemed. On and after any
Redemption Date, interest will cease to accrue on the Securities in this series or any portion
thereof called for redemption. On or before any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent money sufficient to pay the Redemption Price of and accrued interest
on the Securities in this series to be redeemed on such date. If less than all the Securities in
this series are to be redeemed, the Securities to be redeemed shall be selected by the Trustee at
the Company’s direction by such method as the Company and the Trustee shall deem fair and
appropriate. The Redemption Price shall be calculated by the Independent Investment Banker, and the
Company, the Trustee and any Paying Agent for the Securities of this series shall be entitled to
rely on such calculation.




          If a Change of Control Triggering Event occurs, unless the Company has exercised its right to
redeem the Securities as described above, it will be required to make an offer to repurchase all,
or any part (equal to $1,000 or an integral multiple thereof), of each Holder’s Securities pursuant
to the offer described below (the “Change of Control Offer”) on the terms set forth herein. In the
Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the
aggregate principal amount of Securities repurchased plus accrued and unpaid interest, if any, on
the Securities repurchased, to the date of purchase (the “Change of Control Payment”).




          Within 30 days following any Change of Control Triggering Event, the Company will be required
to mail a notice to Holders of Securities describing the transaction or transactions that
constitute the Change of Control Triggering Event and offering to repurchase the Securities on the
date specified in the notice, which date will be no earlier than 30 days and no later than 60 days
from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the
procedures required herein and described in such notice. The Company must comply with the
requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and any other securities laws and regulations thereunder to the extent those






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laws and regulations are applicable in connection with the repurchase of the Securities as a result
of a Change of Control Triggering Event. To the extent that the provisions of any applicable
securities laws or regulations conflict with the Change of Control provisions herein, the Company
will be required to comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under the Change of Control provisions herein by virtue of
such conflicts.




          On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:




          (a) accept for payment all Securities or portions of Securities properly tendered pursuant to
the Change of Control Offer;




          (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect
of all Securities or portions of Securities properly tendered; and




          (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together
with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of
Securities being purchased by the Company.




          The Paying Agent will be required to mail promptly to each Holder who properly tendered
Securities the purchase price for such Securities and the Trustee will be required to authenticate
and mail (or cause to be transferred by book entry) promptly to each such Holder a new Security
equal in principal amount to any unpurchased portion of the Securities surrendered, if any;
provided that each new Security will be in a principal amount of $1,000 or an integral multiple
thereof.




          For purposes of the foregoing discussion of a repurchase at the option of Holders, the
following definitions are applicable:




          “Below Investment Grade Rating Event” means the rating on the Securities is changed from an
Investment Grade Rating to below an Investment Grade Rating by each of the Rating Agencies (as
defined below) on any date from the date of the public notice of an arrangement that could result
in a Change of Control until the end of the 60-day period following public notice of the occurrence
of the Change of Control (which 60-day period shall be extended so long as the rating of the
Securities is under publicly announced consideration for possible downgrade by any of the Rating
Agencies).




          “Change of Control” means the occurrence of any of the following: (1) the direct or indirect
sale, transfer, conveyance or other disposition (other than by way of merger, amalgamation,
arrangement or consolidation), in one or a series of related transactions, of all or substantially
all of the Company’s properties or assets and those of its subsidiaries taken as a whole to any
Person other than the Company or one of its subsidiaries; (2) the consummation of any transaction
(including, without limitation, any merger, amalgamation, arrangement or consolidation) the result
of which is that any Person becomes the beneficial owner, directly or indirectly, of more than 50%
of the total voting power in the aggregate of all classes of the






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Company’s voting stock normally entitled to vote in elections of directors; or (3) the first day on
which a majority of the members of the Company’s Board of Directors are not Continuing Directors.




          “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Below Investment Grade Rating Event.




          “Continuing Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who (1) was a member of such Board of Directors on November 22, 2010; or (2) was
nominated for election or elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of such nomination or
election (either by a specific vote or by approval of the Company’s proxy statement in which such
member was named as a nominee for election as a director, without objection to such nomination).




          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P.




          “Moody’s” means Moody’s Investors Service, Inc.




          “Person” means any individual, partnership, corporation, limited liability company, joint
stock company, business trust, trust, unincorporated association, joint venture or other entity, or
a government or political subdivision or agency thereof.




          “Rating Agencies” means (1) each of Moody’s and S&P; and (2) if either Moody’s or S&P ceases
to rate the Securities or fails to make a rating of the Securities publicly available for reasons
outside of the Company’s control, a “nationally recognized statistical rating organization” within
the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as
certified by a resolution of its Board of Directors) as a replacement agency for Moody’s or S&P, or
both of them, as the case may be.




          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.




          The failure by the Company to comply with its obligations in the event of a Change of Control
Triggering Event described above will constitute an Event of Default with respect to the
Securities.




          The Indenture contains provisions for defeasance of (a) the entire indebtedness of the Company
on this Security and (b) certain restrictive covenants and the related defaults and Events of
Default applicable to the Company, in each case, upon compliance by the Company with certain
conditions set forth in the Indenture, which provisions apply to this Security. This Security is
not subject to repayment at the Holder’s option.




          If an Event of Default with respect to the Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the






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manner and with the effect provided in the Indenture. Notwithstanding the previous sentence,
if an Event of Default occurs as a result of the failure by the Company to comply with its
obligations in the event of a Change of Control Triggering Event as described above, the principal
of, and any premium and accrued interest on the Notes will become immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder of the Securities.




          As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default and offered the Trustee reasonable
indemnity and the Trustee shall not have received from the Holders of a majority in principal
amount of the Securities of this series at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the
Holder of this Security for the enforcement of any payment of principal hereof or any interest on
or after the respective due dates expressed herein.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in principal amount of the Outstanding Securities. The
Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Securities at the time Outstanding, on behalf of the Holders of all Securities, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.




          No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.




          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any Place of Payment where
the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar for
the Securities duly executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of authorized denomination and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.








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          The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations set forth therein, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.




          No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.




          Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and none of the Company, the Trustee or any such agent shall be affected by notice to the
contrary.




          The obligations of the Company under the Indenture and this Security and all documents
delivered in the name of the Company in connection herewith and therewith do not and shall not
constitute personal obligations of the directors, officers, employees, agents or shareholders of
the Company or any of them, and shall not involve any claim against or personal liability on the
part of any of them, and all persons including the Trustee shall look solely to the assets of the
Company for the payment of any claim thereunder or for the performance thereof and shall not seek
recourse against such directors, officers, employees, agents or shareholders of the Company or any
of them or any of their personal assets for such satisfaction. The performance of the obligations
of the Company under the Indenture and this Security and all documents delivered in the name of the
Company in connection therewith shall not be deemed a waiver of any rights or powers of the Company
or its directors or its shareholders under the Company’s Articles of Continuance.




          All terms used in this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




          The Indenture and the Securities, including this Security, shall be governed by and construed
in accordance with the law of the State of New York.




          Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused “CUSIP” numbers to be printed on the Securities as a convenience
to the Holders of the Securities. No representation is made as to the correctness or accuracy of
such CUSIP numbers as printed on the Securities, and reliance may be placed only on the other
identification numbers printed hereon.




          Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.







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ASSIGNMENT FORM




FOR VALUE RECEIVED, the undersigned hereby

sells, assigns and transfers unto



PLEASE INSERT SOCIAL

SECURITY OR OTHER IDENTIFYING

NUMBER OF ASSIGNEE




 





 





(Please Print or Typewrite Name and Address, including Zip Code, of Assignee)



 





the within Security of Potash Corporation of Saskatchewan Inc. and hereby does irrevocably constitute and appoint                               







 





Attorney to transfer said Security on the books of the within-named Company
with full power of substitution in the premises




	 	 	 
	 
	Dated:
	 	 
	 

	 	 





	 	 	 

	 
	Signature
	 	 
	 

	 	 
	NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Security in every particular, without
alteration or enlargement or any change whatever.






	 	 	 

	 
	Signature Guaranteed:
	 	 
	 

	 	 
	NOTICE: Signature(s) must be guaranteed by an “eligible guarantor institution”
that is a member or participant in a “signature guarantee program” (e.g., the
Securities Transfer Agents Medallion Program, the Stock Exchange Medallion
Program and the New York Stock Exchange Medallion Program).







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