Adopted March 15, 2000
Amended January 1, 2008
Amended January 1, 2009
Amended January 1, 2010
 Short-Term Incentive Plan
   SignatureDate




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Contents
 Section 1Establishment of the Plan
    
    
    11.01
    
    Purpose
    
    
    11.02
    
    Effective Date
    
    
    1Section 2Definitions
    
    
    12.01
    
    Accrued Incentive Awards
    
    
    12.02
    
    Adjusted Cash Flow Return (ACFR)
    
    
    12.03
    
    Average Accumulated Amortization
    
    
    22.04
    
    Average Accumulated Depreciation
    
    
    22.05
    
    Average Assets
    
    
    22.06
    
    Average Non-Interest Bearing Current Liabilities
    
    
    22.07
    
    Award Payment
    
    
    32.08
    
    Award Percentage
    
    
    32.09
    
    Board
    
    
    32.10
    
    Cash Flow Return (CFR)
    
    
    32.11
    
    Current Taxes
    
    
    42.12
    
    CEO
    
    
    42.13
    
    Committee
    
    
    42.14
    
    Corporation
    
    
    42.15
    
    Depreciation and Amortization
    
    
    42.16
    
    Eligible Employee
    
    
    42.17
    
    Entitled Employee
    
    
    42.18
    
    Hourly Employee
    
    
    52.19
    
    Non-recurring/Unusual Items
    
    
    52.20
    
    Operating Income
    
    
    52.21
    
    PCS Inc.
    
    
    52.22
    
    Plan
    
    
    52.23
    
    Salary
    
    
    52.24
    
    Target CFR
    
    
    52.25
    
    Target Percentage
    
    
    52.26
    
    Unrealized Gains/Losses on Derivative Instruments Included in Net Income
    
    
    62.27
    
    Year
    
    
    6Section 3Participation
    
    
    63.01
    
    Participation Requirements
    
    
    6Section 4Award Payments
    
    
    64.01
    
    Eligibility
    
    
    64.02
    
    Calculation of Award Payment
    
    
    64.03
    
    Entitled Operations Employees
    
    
    74.04
    
    Limitation of Award Payments and General Discretion
    
    
    74.05
    
    Timing of Award Payments
    
    
    84.06
    
    Recoupment Policy
    
    
    8Section 5Administration of the Plan
    
    
    85.01
    
    Administration
    
    
    8
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Section 6Transfer of Employment
    
    
    96.01
    
    Transfer of Employment
    
    
    9Section 7General Provisions
    
    
    97.01
    
    Assignment or Alienation
    
    
    97.02
    
    Amendment or Termination
    
    
    97.03
    
    Effect of Amendment or Termination
    
    
    97.04
    
    No Enlargement of Contractual Rights
    
    
    107.05
    
    Interpretation
    
    
    107.06
    
    Withholding of Taxes
    
    
    107.07
    
    Binding on Successors
    
    
    107.08
    
    Currency
    
    
    10Appendix AAward Percentage
    
    
    11
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Section 1Establishment of the Plan
 1.01
    
    PurposeThis Annual Incentive Plan is established for the purpose of rewarding eligible employees on
an annual basis for their efforts and contributions in the attainment of certain performance
measures that contribute materially to the success of the business interests of Potash
Corporation of Saskatchewan Inc.1.02
    
    Effective DateSubject to Section 7.02 (Amendment or Termination), this Plan shall be effective on and
after January 1, 2000.The amendments made to the Plan effective April 30, 2007, including the addition of all
permanent salaried employees, shall only be effective on and after April 30, 2007.The amendments made to the Plan effective January 1, 2008, including the addition of all
permanent Canadian and US Hourly Employees, shall only be effective on and after January 1,
2008.The amendments made to the Plan effective January 1, 2009, including the addition of
specified Trinidad Employees with jobs valued at Hay Point Level 366 up to Hay Point Level
774, and all PCS Sales employees with jobs valued at Hay Point Level 775 and above who were
not previously eligible shall be included in this Plan effective on and after January 1,
2009.
 Section 2Definitions
  2.01
    
    Accrued Incentive AwardsAccrued Incentive Awards means the amounts accrued during the Year that represent expected
payments under this Plan, the Medium Term Incentive Plan, and other group incentive plans as
appropriate.2.02
    
    Adjusted Cash Flow Return (ACFR)Adjusted Cash Flow Return or ACFR means an amount derived from the following formula:
  and used in the table in Appendix A to calculate an Entitled Employees Award Percentage
for a given Year.
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2.03
    
    Average Accumulated AmortizationAverage Accumulated Amortization means the average consolidated accumulated amortization
of PCS Inc. during a given Year, calculated by dividing (a) by (b) where:
 (a)
    
    equals the sum of the consolidated accumulated amortization of
PCS Inc. at the beginning of the Year, the consolidated accumulated
amortization of PCS Inc. at the beginning of the second quarter of the Year,
the consolidated accumulated amortization of PCS Inc. at the beginning of the
third quarter of the Year, the consolidated accumulated amortization of PCS
Inc. at the beginning of the fourth quarter of the Year and the consolidated
accumulated amortization of PCS Inc. at the end of the Year; and,(b)
    
    equals five (5).
 2.04
    
    Average Accumulated DepreciationAverage Accumulated Depreciation means the average consolidated accumulated depreciation
of PCS Inc. during a given Year, calculated by dividing (a) by (b) where:
 (a)
    
    equals the sum of consolidated accumulated depreciation of PCS
Inc. at the beginning of the Year, the consolidated accumulated depreciation of
PCS Inc. at the beginning of the second quarter of the Year, the consolidated
accumulated depreciation of PCS Inc. at the beginning of the third quarter of
the Year, the consolidated accumulated depreciation of PCS Inc. at the
beginning of the fourth quarter of the Year and the consolidated accumulated
depreciation of PCS Inc. at the end of the Year; and,(b)
    
    equals five (5).
 2.05
    
    Average AssetsAverage Assets means the average book value of PCS Inc.s consolidated assets during a
given Year, calculated by dividing (a) by (b) where:
 (a)
    
    equals the sum of the book value of the consolidated assets of
PCS Inc. at the beginning of the Year, the book value of the consolidated
assets of PCS Inc. at the beginning of the second quarter of the Year, the book
value of the consolidated assets of PCS Inc. at the beginning of the third
quarter of the Year, the book value of the consolidated assets of PCS Inc. at
the beginning of the fourth quarter of the Year and the book value of the
consolidated assets of PCS Inc. at the end of the Year; and,(b)
    
    equals five (5).
 2.06
    
    Average Non-Interest Bearing Current LiabilitiesAverage Non-Interest Bearing Current Liabilities means the average consolidated
non-interest bearing current liabilities of PCS Inc. during a given Year, calculated by
dividing (a) by (b) where:
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(a)
    
    equals the sum of the consolidated non-interest bearing current
liabilities of PCS Inc. at the beginning of the Year, the consolidated
non-interest bearing current liabilities of PCS Inc. at the beginning of the
second quarter of the Year, the consolidated non-interest bearing current
liabilities of PCS Inc. at the beginning of the third quarter of the Year, the
consolidated non-interest bearing current liabilities of PCS Inc. at the
beginning of the fourth quarter of the Year and the consolidated non-interest
bearing current liabilities of PCS Inc. at the end of the Year; and,(b)
    
    equals five (5).
 2.07
    
    Award PaymentAward Payment means a cash payment to an Entitled Employee calculated pursuant to Section
4 (Award Payments).
 (a)
    
    Corporate Award Payment is the payment calculated based upon the Corporate ACFR
measure of CFR relative to Target CFR.(b)
    
    Operations Award Payment is the payment calculated based upon operations
performance factors as established in accordance with Section 4.03 for the benefit of
Entitled Operations Employees.
 2.08
    
    Award PercentageAward Percentage means the percentage of an Entitled Employees Salary derived from the
table contained in Appendix A. The Award Percentages applicable to an Entitled Employee,
as set out in the table in Appendix A, shall be recommended by the CEO and approved by the
Committee.2.09
    
    BoardBoard means the Board of Directors of PCS Inc.2.10
    
    Cash Flow Return (CFR)Cash Flow Return or CFR means the amount derived from the following formula:
 (a)
    
    Operating Income, plus/minusNon-recurring/Unusual Items, plus/minusChange in Unrealized Gains/Losses on Derivative Instruments Included in Net
Income, plusAccrued Incentive Awards, plusDepreciation and Amortization, minusCurrent Taxes
 DIVIDED BY
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(b)
    
    Average Assets (plus/minus the fair value adjustment for
investments in available-for-sale securities and minus the fair value of
derivative instrument assets), plusAverage Accumulated Depreciation, plusAverage Accumulated Amortization, minusAverage cash and cash equivalents, minusAverage Non-Interest Bearing Current Liabilities, excluding Derivatives,
 and used in the table at Appendix A to calculate an Entitled Employees Award Percentage
for a given Year.2.11
    
    Current TaxesCurrent Taxes means the current income taxes accrued for a given Year, less provision for
deferred income taxes as set out in the audited consolidated financial statements of PCS
Inc. for that Year.2.12
    
    CEOCEO means the Chief Executive Officer of PCS Inc.2.13
    
    CommitteeCommittee means the Compensation Committee of the Board.2.14
    
    CorporationCorporation means Potash Corporation of Saskatchewan Inc. and its direct and indirect
subsidiaries.2.15
    
    Depreciation and AmortizationDepreciation and Amortization means the depreciation and amortization expense for a given
Year, as set out in the audited consolidated financial statements of PCS Inc. for that Year.2.16
    
    Eligible EmployeeEligible Employee means an employee, including an Hourly Employee, who has satisfied the
eligibility requirements set out in Section 4.01 (Eligibility).2.17
    
    Entitled EmployeeEntitled Employee means an Eligible Employee who is recommended by the CEO and approved by
the Committee to participate in this Plan.
 (a)
    
    Entitled Operations EmployeeEntitled Operations Employee means an Entitled Employee who is attached to one of
the operating facilities of PCS Inc. or its direct or indirect subsidiaries.
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2.18
    
    Hourly EmployeeHourly Employee means an employee employed at either a Canadian or U.S. operation who is
paid on an hourly wage rate basis, including both employees who are and who are not covered
by a collective bargaining agreement.2.19
    
    Non-recurring/Unusual ItemsNon-recurring/Unusual Items means exceptional transactions that are considered
non-routine, unique, and not expected to be repeated in a normal course of the Corporations
operating cycle. Such items may result in a measurable charge or increase to income and may
or may not be triggered by a management decision.2.20
    
    Operating IncomeOperating Income means the operating income for a given Year, as set out in the audited
consolidated financial statements of PCS Inc. for that Year.2.21
    
    PCS Inc.PCS Inc. means Potash Corporation of Saskatchewan Inc.2.22
    
    PlanPlan means this Annual Incentive Plan, as amended from time to time.2.23
    
    SalarySalary means:
 (a)
    
    For Entitled Employees who are exempt from the overtime requirements of U.S.
wage and hour legislation, other than Canadian Hourly Employees, the annual base salary
in effect at the end of a given Year.(b)
    
    For Entitled Employees who are Canadian Hourly Employees, the actual total base
pay for the given Year, excluding, but not limited to, overtime, bonuses, shift
differentials and premiums.(c)
    
    For Entitled Employees who are U.S. employees and who are non-exempt from the
overtime requirements of U.S. wage and hour legislation, total earned income, including
overtime and shift differentials, for the given Year.
 2.24
    
    Target CFRTarget CFR means the CFR projected in the annual budget approved by the Board and used in
the table at Appendix A to calculate an Entitled Employees Award Percentage for a given
Year.2.25
    
    Target PercentageTarget Percentage means the percentage assigned to the Tier Level for Entitled Employees
within that Tier, as shown in the table contained in Appendix A.
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2.26
    
    Unrealized Gains/Losses on Derivative Instruments Included in Net IncomeUnrealized Gains/Losses on Derivative Instruments Included in Net Income means the mark to
market adjustments on the companys derivative instrument assets and liabilities, including
but not limited to, natural gas non-hedging and foreign exchange non-hedging, that are
required to be recognized under accounting standards for reporting purposes.2.27
    
    YearYear means the fiscal year of PCS Inc.
 Section 3Participation
 3.01
    
    Participation RequirementsParticipation in the Plan is limited to Eligible Employees.
 Section 4Award Payments
 4.01
    
    EligibilityA full-time permanent employee of the Corporation who:
 a)
    
    is employed for at least three months during a Year, and who is in the employ
of the Corporation at the end of a Year, andb)
    
    who is not a participant in another annual cash bonus plan sponsored by the
Corporation for the same period during the Year as covered by this Plan
 shall become an Eligible Employee.4.02
    
    Calculation of Award PaymentSubject to Section 4.04 (Limitation of Award Payments and General Discretion), an Entitled
Employee, other than Entitled Operations Employees, shall receive an Award Payment equal to
the Entitled Employees Award Percentage multiplied by his or her Salary.
 a)
    
    The Corporate Award Percentage is calculated as follows:
 If ACFR equals or exceeds 50% and up to 100%, the calculation is:
 Target Percentage X ACFR = Corporate Award Percentage
 If ACFR exceeds 100% and up to 150%, the calculation is:
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(Two times the Target Percentage multiplied by ACFR) minus Target Percentage =
Corporate Award Percentageb)
    
    The individual Award Payment calculated in accordance with this Section 4.02 is
subject to an adjustment of plus or minus 30% depending upon the Entitled Employees
job performance, as determined by his or her supervisor, and approved in accordance
with the provisions of this Plan.c)
    
    No Corporate Award Percentage is calculated for ACFR less than 50% and for
Corporate Award Percentage calculations, ACFR is limited to 150%.
 4.03
    
    Entitled Operations EmployeesSubject to Section 4.04 (Limitation of Award Payments and General Discretion), an Entitled
Operations Employee shall be entitled to an Award Payment equal to the sum of paragraphs (a)
and (b) below:
 (a)
    
    the award calculated pursuant to Section 4.02 (Calculation of Award Payment),
divided by two (2); and,(b)
    
    an amount equal to the Target Percentage of the Salary of the Entitled
Operations Employee, adjusted by applying a formula to be developed from time to time
by the CEO in consultation with the Senior Vice-President, Administration and the
appropriate subsidiary President which formula shall reasonably reflect the actual
results of the operating facility to which the employee is attached compared to the
approved target for that operating facility, subject to achieving a threshold of at
least 25% of the operating facilitys targets, and thereafter dividing such amount by
two (2).(c)
    
    The total individual Award Payment calculated in accordance with this Section
4.03, other than for Hourly Employees, is subject to an adjustment of plus or minus 30%
depending upon the Entitled Employees job performance, as determined by his or her
supervisor, and approved in accordance with the provisions of this Plan.(d)
    
    There will be no adjustment for job performance for Entitled Operations
Employees who are Hourly Employees.
 4.04
    
    Limitation of Award Payments and General Discretion
 (a)
    
    Generally, no Award Payment shall be granted under this Plan with respect to
any Year in which the CFR is less than 50% of the Target CFR. However, the Committee
may elect, in its discretion, to grant Award Payments in any Year, regardless of the
CFR.(b)
    
    The Award Payment for any Entitled Employee may exceed or be below the amount
calculated in accordance with this Section 4. Award Payments falling outside the
established range shall be reviewed and approved by the Board and Committee for the CEO
and the CEO and Committee for direct reports to the CEO. For all others, approval of
the CEO is required.
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(c)
    
    An Entitled Employee who has been employed by the Corporation for less than one
year shall have his or her Award Payment prorated in accordance with his or her period
of employment.(d)
    
    An employee who for part of the Year was a full-time active employee but for
part of the Year was on long-term disability or an approved or unpaid leave of absence,
may be considered an Entitled Employee and eligible for a pro-rata share of the Award
Payment based upon the fraction of the Year the employee was considered a full-time
active employee. However, in situations where the fractional portion of the Year
worked is less than one-twelfth, the employee will not be considered an Entitled
Employee unless the CEO recommends and the Committee approves the exception.(e)
    
    An Entitled Employee who was, during a Year, promoted or demoted from one Group
to another Group set forth in Appendix A, shall have his or her Award Payment
calculated on the basis of his or her Group as at the end of the Year.(f)
    
    Notwithstanding the Groups established in Appendix A, the Committee may on
the recommendation of the CEO, designate an Eligible Employee for inclusion in one of
such Groups when, but for such designation, the Eligible Employee would not otherwise
be included in such Group.
 4.05
    
    Timing of Award PaymentsThe Committee shall, on the recommendation of the CEO and within 30 days of the end of a
Year, approve the ACFR calculation and the amount of Award Payments for each Entitled
Employee who is a direct report to the CEO for any given Year. The CEOs Award Payment will
be approved by the Board. Following approval of the ACFR, final calculations for the
remaining Entitled Employees will be prepared. The Award Payments shall be paid to Entitled
Employees within 30 days of the Committees approval of the ACFR and no later than 2 1/2
months after the end of the Year.4.06
    
    Recoupment PolicyNotwithstanding any other provision under this Section, Entitled Employees who also
participate in the Corporations Medium-Term Incentive Plan shall be subject to the terms
and conditions of the Corporations Policy on Recoupment of Unearned Compensation (as
previously adopted and, from time to time, amended by the Board), a copy of which shall be
distributed to each such Entitled Employee upon participation in the Medium-Term Incentive
Plan.
 Section 5Administration of the Plan
 5.01
    
    AdministrationThe Committee shall conclusively interpret the provisions of this Plan and decide all
questions of fact arising in the application of the Plan. Determinations and interpretations
in individual cases may be made by the CEO with due regard to consistency with any prior
action by the Committee and such determination shall be binding and conclusive upon the
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individual employees concerned and persons claiming under them. The Committee shall be
advised of any such determination or interpretation made by the CEO. To the extent
applicable, the Plan shall be administered with respect to Entitled Employees subject to
U.S. law so as to avoid penalties pursuant to Section 409A of the Internal Revenue Code.
 Section 6Transfer of Employment
 6.01
    
    Transfer of EmploymentIf an Entitled Employees employment is transferred during a Year to a different location,
within the Corporation the Senior Vice-President, Administration and the CEO shall determine
whether the Entitled Employees Award Payment is calculated in accordance with Section 4.02
(Calculation of Award Payment), Section 4.03 (Entitled Operations Employees), or a
combination of those sections.
 Section 7General Provisions
 7.01
    
    Assignment or AlienationExcept as required by applicable laws, the right of an Entitled Employee to receive an Award
Payment under this Plan shall not be:
 (a)
    
    given as security;(b)
    
    subject to transfer, anticipation, commutation, alienation, sale, assignment,
encumbrance, charge, pledge, or hypothecation; or(c)
    
    subject to execution, attachment, levy or similar process or assignment by
operation of law,
 and any attempt to effect any such action shall be null and void and of no effect.7.02
    
    Amendment or TerminationSubject to Section 7.03 (Effect of Amendment or Termination), this Plan may be amended in
whole or in part from time to time or terminated by the Corporation. Any amendment or
termination shall be binding on the Corporation, Entitled Employees, Eligible Employees and
their respective beneficiaries.7.03
    
    Effect of Amendment or TerminationNotwithstanding Section 7.02 (Amendment or Termination), no amendment or termination of any
provision of this Plan shall directly or indirectly deprive any Entitled Employee or
beneficiary of all or any portion of an Award Payment earned with respect to any Year ending
prior to the date of the amendment or termination.
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7.04
    
    No Enlargement of Contractual RightsThis Plan shall not give any Entitled Employee or Eligible Employee the right to be retained
in the service of the Corporation nor shall it interfere with the right of the Corporation
to terminate the employment of the Entitled Employee or Eligible Employee. Participation in
this Plan shall not give any Entitled Employee or Eligible Employee any right or claim to
any benefit, except to the extent provided in this Plan.7.05
    
    InterpretationThis Plan shall be interpreted pursuant to the laws of the Province of Saskatchewan. Section
headings are for convenience only and shall not be considered provisions of the Plan. Words
in the singular shall include the plural, and vice versa, unless qualified by the context.7.06
    
    Withholding of TaxesThe Corporation shall withhold all applicable taxes from any amounts paid pursuant to this
Plan.7.07
    
    Binding on SuccessorsThis Plan shall be binding on any successor or successors of PCS Inc. whether by merger,
consolidation or otherwise.7.08
    
    CurrencyThe benefits payable pursuant to this Plan shall be paid in the same currency as the
Entitled Employee receives his or her Salary.
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Appendix AAward Percentage
 Award
    
    
    
    AwardPercentage
    
    Award Percentage
    
    Percentage atWhen CFR is
    
    When CFR Equals
    
    MaximumTarget
    
    Less Than
    
    or is Greater Than
    
    CFR (150% ofTier
    
    Group
    
    Percentage
    
    Target CFR
    
    Target CFR
    
    Target CFR)1
    
    Corporate President,
and CEO
    
    
    100
    %
    
    100% multiplied
by ACFR
    
    (200% multiplied
by ACFR) minus 100%
    
    
    200
    %2
    
    Exec Level 7
    
    
    70
    %
    
    70% multiplied by
ACFR
    
    (140% multiplied by
ACFR) minus 70%
    
    
    140
    %3
    
    Exec Level 6
    
    
    55
    %
    
    55% multiplied
by ACFR
    
    (110% multiplied
by ACFR) minus 55%
    
    
    110
    %4
    
    Exec Levels 3, 4 & 5
Staff Hay Points 1900 +
    
    
    40
    %
    
    40% multiplied by
ACFR
    
    (80% multiplied by
ACFR) minus 40%
    
    
    80
    %5
    
    Selected Corporate VPs
    
    
    35
    %
    
    35% multiplied by
ACFR
    
    (70% multiplied by
ACFR) minus 35%
    
    
    70
    %6
    
    Exec Level 2
Managing Dir., Trinidad 
Staff Hay Points 1600 to 1899
    
    
    30
    %
    
    30% multiplied
by ACFR
    
    (60% multiplied
by ACFR) minus 30%
    
    
    60
    %7
    
    Exec Level 1
Staff Hay Points 1300 to 1599
    
    
    25
    %
    
    25% multiplied
by ACFR
    
    (50% multiplied
by ACFR) minus 25%
    
    
    50
    %8
    
    Staff Hay Points 900 to 1299
    
    
    20
    %
    
    20% multiplied
by ACFR
    
    (40% multiplied
by ACFR) minus 20%
    
    
    40
    %9
    
    Staff Hay Points 650 to 899
    
    
    15
    %
    
    15% multiplied
by ACFR
    
    (30% multiplied
by ACFR) minus 15%
    
    
    30
    %10
    
    Staff Hay Points 366 to 649
    
    
    10
    %
    
    10% multiplied by
ACFR
    
    (20% multiplied by
ACFR) minus 10%
    
    
    20
    %11
    
    Staff Hay Points 0 to 365
Hourly employees
    
    
    5
    %
    
    5% multiplied by
ACFR
    
    (10% multiplied by
ACFR) minus 5%
    
    
    10
    %12
    
    Hourly Employees
(No Manager +/- discretion)
    
    
    5
    %
    
    5% multiplied by
ACFR
    
    (10% multiplied by
ACFR) minus 5%
    
    
    10
    %
 
 Notes:1.
    
    Where the ACFR is greater than 150 (i.e. the maximum CFR), the ACFR is deemed to be 150.2.
    
    Subject to Section 4.04 (Limitation of Award Payments and General Discretion) where the ACFR
is less than 50, the ACFR is deemed to be zero (0). 11