##### 



Exhibit 10(ee)
 2007 Performance Option Plan
 1.   PURPOSE OF PLAN
  Potash Corporation of Saskatchewan Inc. (the
    Corporation) by resolution of its Board of Directors
    (the Board) has established, subject to shareholder
    approval at the Corporations 2007 Annual and Special
    Meeting of shareholders, this Potash Corporation of Saskatchewan
    Inc. 2007 Performance Option Plan (the Plan) to
    support the Corporations compensation philosophy of
    providing selected employees and officers with an opportunity
    to: promote the growth and profitability of the Corporation;
    align their interests with shareholders; and earn compensation
    commensurate with corporate performance. The Corporation
    believes this Plan will directly assist in supporting the
    Corporations compensation philosophy by providing
    participants with the opportunity through stock options, which
    will vest, if at all, based on corporate performance over a
    three-year period, to acquire Common Shares of the Corporation
    (Common Shares). 2.   DURATION OF THIS PLAN
  This Plan was adopted by the Board on February 20, 2007 to
    be effective as of January 1, 2007 (the Effective
    Date), subject to shareholder approval at the
    Corporations 2007 Annual and Special Meeting of
    shareholders, and shall remain in effect, unless sooner
    terminated as provided herein, until one (1) year from the
    Effective Date, at which time it will terminate. After this Plan
    is terminated, no stock options may be granted but stock options
    previously granted shall remain outstanding in accordance with
    their applicable terms and conditions and this Plans terms
    and conditions. 3.   ADMINISTRATION
  This Plan shall be administered by the Compensation Committee of
    the Board or any other committee designated by the Board to
    administer this Plan (the Committee). The Committee
    shall be responsible for administering this Plan, subject to
    this Section 3 and the other provisions of this Plan. The
    Committee may employ attorneys, consultants, accountants,
    agents, and other individuals, any of whom may be an employee,
    and the Committee, the Corporation, and its officers and
    directors shall be entitled to rely upon the advice, opinions,
    or valuations of any such individuals. All actions taken and all
    interpretations and determinations made by the Committee shall
    be made in the Committees sole discretion and shall be
    final and binding upon the participants, the Corporation, and
    all other interested individuals. To the extent applicable, the
    Plan shall be administered with respect to optionees subject to
    the laws of the U.S. so as to avoid the application of penalties
    pursuant to Section 409A of the Internal Revenue
    Code. 4.   AUTHORITY OF THE COMMITTEE
  The Committee shall have full and exclusive discretionary power
    to interpret the terms and the intent of this Plan and any Stock
    Option Award Agreement or other agreement or document ancillary
    to or in connection with this Plan, to determine eligibility for
    stock options and to adopt such rules, regulations, forms,
    instruments, and guidelines for administering this Plan as the
    Committee may deem necessary or proper. Such authority shall
    include adopting modifications and amendments to any Stock
    Option Award Agreement that are necessary to comply with the
    laws of the countries and other jurisdictions in which the
    Corporation and/or its subsidiaries operate. 5.   SHARES SUBJECT TO STOCK OPTIONS
  The aggregate number of Common Shares issuable after
    February 20, 2007 pursuant to stock options under this Plan
    may not exceed 1,000,000 Common Shares. The aggregate number of
    Common Shares in respect of which stock options have been
    granted to any one person pursuant to this Plan and which remain
    outstanding shall not at any time exceed 250,000. The authorized
    limits under this Plan shall be subject to adjustment under
    Sections 12 and 13.If any stock option granted under this Plan, or any portion
    thereof, expires or terminates for any reason without having
    been exercised in full, the Common Shares with respect to which
    such option has not been exercised shall again be available for
    further stock options under this Plan; provided, however, that
    any stock option that is granted under this Plan that does not
    vest as a result of a failure to satisfy the Performance
    Measures, shall not be again available for grant under this Plan. 6.   GRANT OF STOCK OPTIONS
  From time to time the Board may designate individual officers
    and employees of the Corporation and its subsidiaries eligible
    to be granted options to purchase Common Shares and the number
    of Common Shares which each such person will be granted a stock
    option to purchase; provided that the aggregate number of Common
    Shares subject to such stock options may not exceed the number
    provided for in Section 5 of this Plan. Non-employee
    directors and other non-employee contractors and third party
    vendors are not eligible to participate in this Plan.




---



##### 



7.   OPTION PRICE
  The option price for any option granted under this Plan to any
    optionee shall be fixed by the Board when the option is granted
    and shall be not less than the fair market value of the Common
    Shares at such time which, for optionees resident in the United
    States and any other optionees designated by the Board, shall be
    deemed to be the closing price per Common Share on the New York
    Stock Exchange on the last trading day immediately preceding the
    day the option is granted and, for all other optionees, shall be
    deemed to be the closing price per Common Share on the Toronto
    Stock Exchange on the last trading day immediately preceding the
    day the option is granted; provided that, in either case, if the
    Common Shares did not trade on such exchange on such day the
    option price shall be the closing price per share on such
    exchange on the last day on which the Common Shares traded on
    such exchange prior to the day the option is granted. 8.   VESTING OF STOCK OPTIONS
  Subject to achievement of Performance Measures as certified and
    approved by the Audit Committee of the Board, stock options
    granted under this Plan will vest no later than thirty
    (30) days after the audited financial statements for the
    applicable Performance Period have been approved by the Board. 9.   PERFORMANCE MEASURES FOR VESTING OF STOCK
OPTIONS
  (a)
    The Performance Measures which will be used to determine the
    degree to which stock options will vest over the three-year
    period beginning the first day of the fiscal year in which they
    are granted (the Performance Period) shall be cash
    flow return on investment (CFROI) and weighted
    average cost of debt and equity capital (WACC).  (i)
    CFROI is the ratio of after tax operating cash flow to average
    gross investment over the fiscal year, calculated as A divided
    by B, where (1) A equals operating income plus nonrecurring
    or unusual items plus accrued incentive awards plus depreciation
    and amortization less cash taxes, and (2) B equals the
    average of total assets plus accumulated depreciation plus
    accumulated amortization less cash and cash equivalents less non
    interest bearing current liabilities.(ii)
    WACC is the weighted average cost of debt and equity capital,
    calculated as [A times the product of B divided by C] plus
    [D times the product of E divided by C], where
    (1) A equals the after-tax market yield cost of debt,
    (2) B equals the market value of debt less cash and
    cash equivalents (3) C equals the market value of debt less
    cash and cash equivalents, plus the market value of equity,
    (4) D equals the cost of equity, and (5) E equals the
    market value of equity.  (b)
    In determining the number of stock options that will actually
    vest based on the degree to which the Performance Measures have
    been attained during the applicable Performance Period, the
    following chart shall be utilized which shows the three year
    average excess of CFROI being greater than WACC and the
    respective portion of the stock option that will vest: Performance Measure
    
    Vesting Scale3 year average excess of
    
    % of Stock OptionCFROI > WACC
    
    Grant Vesting<0%
    
    
    
    0%0.20%
    
    
    
    30%1.20%
    
    
    
    70%2.20%
    
    
    
    90%2.50%
    
    
    
    100%  (c)
    In assessing the portion of the stock options that shall vest in
    accordance with the above chart, the following shall be done:  (i)
    Each year, the CFROI and WACC will be calculated in accordance
    with the definitions herein, based on the audited financial
    statements and approved by the Audit Committee.(ii)
    In each Performance Period, the average of the three fiscal
    years shall be calculated by taking the simple average of the
    individual years results.(iii)
    The resulting three-year average will then be applied, using the
    scale above to determine the number of stock options, if any,
    that will vest as of the end of the Performance Period.(iv)
    For results falling between the reference points in the chart
    above, the level of vesting shall be mathematically interpolated
    between the reference points.




---



##### 



10. TERMS OF STOCK OPTIONS
  The period during which a stock option is exercisable may not
    exceed 10 years from the date the stock option is granted, and
    the Stock Option Award Agreement may contain provisions limiting
    the number of Common Shares with respect to which the stock
    option may be exercised in any one year. Each stock option
    agreement shall contain provisions to the effect that:  (a)
    if the employment of an optionee as an officer or employee of
    the Corporation or a subsidiary terminates, by reason of his or
    her death, or if an optionee who is a retiree pursuant to
    Section 10(b) dies, the legal personal representatives of
    the optionee will be entitled to exercise any unexercised vested
    options, including such stock options that may vest after the
    date of death, during the period ending at the end of the
    twelfth calendar month following the calendar month in which the
    optionee dies, failing which exercise the stock options
    terminate;(b)
    subject to the terms of Section 10(a) above, if the
    employment of an optionee as an officer or employee of the
    Corporation or a subsidiary terminates, by reason of retirement
    in accordance with the then prevailing retirement policy of the
    Corporation or subsidiary, the optionee will be entitled to
    exercise any unexercised vested stock options, including such
    stock options that may vest after the date of retirement, during
    the period ending at the end of the 36th month following
    the calendar month in which the optionee retires, failing which
    exercise the stock options terminate;(c)
    if the employment of an optionee as an officer or employee of
    the Corporation or a subsidiary terminates, for any reason other
    than as provided in Sections 10(a) or (b), the optionee
    will be entitled to exercise any unexercised vested stock
    options, to the extent exercisable at the date of such event,
    during the period ending at the end of the calendar month
    immediately following the calendar month in which the event
    occurs, failing which exercise the stock options terminate;(d)
    for greater certainty and for these purposes, an optionees
    employment with the Corporation or a subsidiary shall be
    considered to have terminated effective on the last day of the
    optionees actual and active employment with the
    Corporation or subsidiary whether such day is selected by
    agreement with the optionee or unilaterally by the Corporation
    or subsidiary and whether with or without advance notice to the
    optionee. For the avoidance of doubt, no period of notice that
    is given or ought to have been given under applicable law in
    respect of such termination of employment will be utilized in
    determining an optionees entitlement under the Plan. The
    employment of an optionee with the Corporation shall be deemed
    to have terminated for all purposes of the Plan if such person
    is employed by or provides services to a person that is a
    subsidiary of the Corporation and such person ceases to be a
    subsidiary of the Corporation, unless the Committee determines
    otherwise; and(e)
    each stock option is personal to the optionee and is not
    assignable, except (i) as provided in Section 10(a),
    and (ii) at the election of the Board, a stock option may
    be assignable to the spouse, children and grandchildren of the
    original optionee and to a trust, partnership or limited
    liability company, the entire beneficial interest of which is
    held by one or more of the foregoing.  Nothing contained in Sections 10(a), (b) or
    (c) shall extend the period during which a stock option may
    be exercised beyond its stipulated expiration date or the date
    on which it is otherwise terminated in accordance with the
    provisions of this Plan.If a stock option is assigned pursuant to
    Section 10(e)(ii), the references in Sections 10(a),
    (b) and (c) to the termination of employment or death
    of an optionee shall not relate to the assignee of a stock
    option but shall relate to the original optionee. In the event
    of such assignment, legal personal representatives of the
    original optionee shall not be entitled to exercise the assigned
    stock option, but the assignee of the stock option or the legal
    personal representatives of the assignee may exercise the stock
    option during the applicable specified period. 11. EXERCISE OF STOCK OPTIONS
  Subject to the provisions of this Plan, a vested stock option
    may be exercised from time to time by delivering to the
    Corporation at its registered office a written notice of
    exercise specifying the number of Common Shares with respect to
    which the stock option is being exercised and accompanied by
    payment in cash or certified cheque in full of the purchase
    price of the Common Shares then being purchased. 12. ADJUSTMENTS
  Appropriate adjustments to the authorized limits set forth in
    Section 5, in the number, class and/or type of Common
    Shares optioned and in the option price per share, both as to
    stock options granted or to be granted, shall be made by the
    Board to give effect to adjustments in the number of Common
    Shares which result from subdivisions, consolidations or
    reclassifications of the Common Shares, the payment of share
    dividends by the Corporation, the reconstruction, reorganization
    or recapitalization of the Corporation or other relevant changes
    in the capital of the Corporation.




---



##### 



13. MERGERS
  If the Corporation proposes to amalgamate or merge with another
    body corporate, the Corporation shall give written notice
    thereof to optionees in sufficient time to enable them to
    exercise outstanding vested stock options, to the extent they
    are otherwise exercisable by their terms, prior to the effective
    date of such amalgamation or merger if they so elect. The
    Corporation shall use its best efforts to provide for the
    reservation and issuance by the amalgamated or continuing
    corporation of an appropriate number of Common Shares, with
    appropriate adjustments, so as to give effect to the continuance
    of the stock options to the extent reasonably practicable. In
    the event that the Board determines in good faith that such
    continuance is not in the circumstances practicable, it may upon
    30 days notice to optionees terminate the stock
    options. 14. CHANGE OF CONTROL
  If a change of control of the Corporation occurs,
    each then outstanding stock option granted under this Plan may
    be exercised, in whole or in part, even if such option is not
    otherwise exercisable by its terms. For purposes of this Plan, a
    change of control of the Corporation shall be deemed to have
    occurred if any of the following occur, unless the Board adopts
    a plan after the Effective Date of this Plan that has a
    different definition (in which case such definition shall be
    applied), or the Committee decides to modify or amend the
    following definition through an amendment of this Plan:  (a)
    within any period of two consecutive years, individuals who at
    the beginning of such period constituted the Board and any new
    directors whose appointment by the Board or nomination for
    election by shareholders of the Corporation was approved by a
    vote of at least a majority of the directors then still in
    office who either were directors at the beginning of the period
    or whose appointment or nomination for election was previously
    so approved, cease for any reason to constitute a majority of
    the Board;(b)
    there occurs an amalgamation, merger, consolidation, wind-up,
    reorganization or restructuring of the Corporation with or into
    any other entity, or a similar event or series of such events,
    other than any such event or series of events which results in
    securities of the surviving or consolidated corporation
    representing 50% or more of the combined voting power of the
    surviving or consolidated corporations then outstanding
    securities entitled to vote in the election of directors of the
    surviving or consolidated corporation being beneficially owned,
    directly or indirectly, by the persons who were the holders of
    the Corporations outstanding securities entitled to vote
    in the election of directors of the Corporation prior to such
    event or series of events in substantially the same proportions
    as their ownership immediately prior to such event of the
    Corporations then outstanding securities entitled to vote
    in the election of directors of the Corporation;(c)
    50% or more of the fixed assets (based on book value as shown on
    the most recent available audited annual or unaudited quarterly
    consolidated financial statements) of the Corporation are sold
    or otherwise disposed of (by liquidation, dissolution, dividend
    or otherwise) in one transaction or series of transactions
    within any twelve month period;(d)
    any party, including persons acting jointly or in concert with
    that party, becomes (through a take-over bid or otherwise) the
    beneficial owner, directly or indirectly, of securities of the
    Corporation representing 20% or more of the combined voting
    power of the Corporations then outstanding securities
    entitled to vote in the election of directors of the
    Corporation, unless in any particular situation the Board
    determines in advance of such event that such event shall not
    constitute a change of control; or(e)
    the Board approves and/or recommends that shareholders accept,
    approve or adopt any transaction that would constitute a change
    of control under clause (b), (c) or (d) above and
    determines that the change of control resulting from such
    transaction will be deemed to have occurred as of a specified
    date earlier than the date under (b), (c) or (d), as
    applicable. 15. AMENDMENT OR DISCONTINUANCE OF THIS PLAN
  The Board may amend or discontinue the Plan at any time, without
    obtaining the approval of shareholders of the Corporation unless
    required by the relevant rules of the Toronto Stock Exchange,
    provided that, subject to Sections 12, 13,
    and 14, no such amendment may increase the aggregate
    maximum number of Common Shares that may be subject to stock
    options under this Plan, change the manner of determining the
    minimum option price, extend the option period under any option
    beyond 10 years, expand the assignment provisions of the
    Plan, permit non-employee directors to participate in the Plan
    or, without the consent of the holder of the option, alter or
    impair any option previously granted to an optionee under this
    Plan; and, provided further, for greater certainty, that,
    without the prior approval of the Corporations
    shareholders, stock options issued under this Plan shall not be
    repriced, replaced, or regranted through cancellation, or by
    lowering the option price of a previously granted stock option.
    Pre-clearance of the Toronto Stock Exchange of amendments to the
    Plan will be required to the extent provided under the relevant
    rules of the Toronto Stock Exchange.




---



##### 



16. EVIDENCE OF STOCK OPTIONS
  Each stock option granted under this Plan shall be evidenced by
    a written stock option agreement between the Corporation and the
    optionee which shall give effect to the provisions of this Plan
    and include such other terms as the Committee shall determine
    (Stock Option Award Agreement). 17. WITHHOLDING
  To the extent that the Corporation is required to withhold
    federal, provincial, state, local or foreign taxes in connection
    with any payment made or benefit realized by an optionee or
    other person hereunder, and the amounts available to the
    Corporation for such withholding are insufficient, it shall be a
    condition to the receipt of such payment or the realization of
    such benefit that the optionee or such other person make
    arrangements satisfactory to the Corporation for payment of the
    balance of such taxes required to be withheld, which
    arrangements (in the discretion of the Board) may include
    relinquishment of a portion of such benefit. Participants shall
    also make such arrangements in connection with the disposition
    of Common Shares acquired upon the exercise of option rights
    with respect to this Plan.




---



##### 



(POTASH LOGO)
    
    Potash Corporation of Saskatchewan Inc.
 This certificate evidences and confirms the grant
to _______________________________ (the Optionee)
of options to purchase the number of Common Shares of the Corporation specified under Paragraph (1)
on the terms and subject to the conditions of the Potash Corporation of Saskatchewan Inc. 2007
Performance Option Plan (the 2007 Plan) and the terms and conditions set forth below. In the
event of any inconsistency between the terms of the 2007 Plan and those set forth below, the terms
of the 2007 Plan shall control. Capitalized terms used below that are not defined in this
certificate shall have the meanings specified in the 2007 Plan.
 1.
    
    Number of Shares:The Optionee is hereby granted options under the 2007 Plan to
Purchase _________________________ Common Shares.2.
    
    Option Exercise Price:The exercise price for each Common Share is
$____________________.3.
    
    Time and Conditions to Vesting:The options will become vested following the end of
the Performance Period January 1, 2007 through December 31, 2009 if, and to the extent,
the applicable Performance Measures for the Performance Period are achieved. Subject to
applicable conditions under the 2007 Plan with respect to continued employment during the
Performance Period and achievement of the minimum Performance Measures, the date for
vesting will be determined but will not be later than 30 days after the audited financial
statements of the Corporation for the 2009 fiscal year of the Corporation have been
approved by the Board. Upon vesting, the Optionee will have the right to purchase a
number of Common Shares covered by the option equal to the percentage determined in
accordance with the performance matrix and vesting scale provided under the 2007 Plan.4.
    
    Once vested, the options will continue to be exercisable until the expiry date for the
options of _______________.5.
    
    Notwithstanding the provisions of paragraph 4 above, this option will terminate as
provided in paragraph 10 of the 2007 Plan in the event that the actual and active
employment of the Optionee ceases. The option is personal to the Optionee and is not
assignable, except in accordance with the conditions attached hereto as Appendix I.6.
    
    Notice of exercise of the option is to be given in accordance with paragraph 11 of the
2007 Plan.7.
    
    Adjustments to the option may be made as provided in paragraph 12 of the 2007 Plan,
the provisions of paragraph 13 of the 2007 Plan shall apply in the event of a proposed
amalgamation or merger of the Corporation, and the provisions of paragraph 14 of the 2007
Plan will apply in the event of a change of control of the Corporation as defined in
that paragraph.8.
    
    This grant of option is subject to receipt of any necessary regulatory approvals and
shall be governed by the laws of Saskatchewan.
 Potash Corporation of Saskatchewan Inc.Date:
    
    
    By:President and Chief Executive Officer




---



##### 



2007 Performance Option Plan
 1. PURPOSE OF PLAN.
 2. DURATION OF THIS PLAN.
 3. ADMINISTRATION. Internal Revenue Code
 4. AUTHORITY OF THE COMMITTEE.
 5. SHARES SUBJECT TO STOCK OPTIONS.
 6. GRANT OF STOCK OPTIONS.
 7. OPTION PRICE.
 8. VESTING OF STOCK OPTIONS.
 9. PERFORMANCE MEASURES FOR VESTING OF STOCK OPTIONS.
 (a)
    
    The Performance Measures which will be used to determine the degree to which stock options
will vest over the three-year period beginning the first day of the fiscal year in which they
are granted (the Performance Period) shall be cash flow return on investment (CFROI) and
weighted average cost of debt and equity capital (WACC).
 (i)
    
    CFROI is the ratio of after tax operating cash flow to average gross investment over the
fiscal year, calculated as A divided by B, where (1) A equals operating income plus
nonrecurring or unusual items plus accrued incentive awards plus depreciation and
amortization less cash taxes, and (2) B equals the average of total assets plus accumulated
depreciation plus accumulated amortization less cash and cash equivalents less non interest
bearing current liabilities.(ii)
    
    WACC is the weighted average cost of debt and equity capital, calculated as [A times the
product of B divided by C] plus [D times the product of E divided by C], where (1) A equals
the after-tax market yield cost of debt, (2) B equals the market value of debt less cash and
cash equivalents (3) C equals the market value of debt less cash and cash equivalents, plus
the market value of equity, (4) D equals the cost of equity, and (5) E equals the market
value of equity.
 (b)
    
    In determining the number of stock options that will actually vest based on the degree to
which the Performance Measures have been attained during the applicable Performance Period,
the following chart shall be utilized which shows the three year average excess of CFROI being
greater than WACC and the respective portion of the stock option that will vest:
 Performance Measure
    
    Vesting Scale3 year average excess of
    
    % of Stock OptionCFROI > WACC
    
    Grant Vesting<0%
    
    
    
    0%0.20%
    
    
    
    30%1.20%
    
    
    
    70%2.20%
    
    
    
    90%2.50%
    
    
    
    100%
 (c)
    
    In assessing the portion of the stock options that shall vest in accordance with the above
chart, the following shall be done:
 (i)
    
    Each year, the CFROI and WACC will be calculated in accordance with the definitions
herein, based on the audited financial statements and approved by the Audit Committee.(ii)
    
    In each Performance Period, the average of the three fiscal years shall be calculated by
taking the simple average of the individual years results.(iii)
    
    The resulting three-year average will then be applied, using the scale above to
determine the number of stock options, if any, that will vest as of the end of the
Performance Period.(iv)
    
    For results falling between the reference points in the chart above, the level of vesting
shall be mathematically interpolated between the reference points.
 10. TERMS OF STOCK OPTIONS.
 (a)
    
    if the employment of an optionee as an officer or employee of the Corporation or a subsidiary
terminates, by reason of his or her death, or if an optionee who is a retiree pursuant to
Section 10(b) dies, the legal personal representatives of the optionee will be entitled to
exercise any unexercised vested options, including such stock options that may vest after the
date of death, during the period ending at the end of the twelfth calendar month following the
calendar month in which the optionee dies, failing which exercise the stock options terminate;
 (b)
    
    subject to the terms of Section 10(a) above, if the employment of an optionee as an officer
or employee of the Corporation or a subsidiary terminates, by reason of retirement in
accordance with the then prevailing retirement policy of the Corporation or subsidiary, the
optionee will be entitled to exercise any unexercised vested stock options, including such
stock options that may vest after the date of retirement, during the period ending at the end
of the 36(th) month following the calendar month in which the optionee retires, failing which
exercise the stock options terminate;(c)
    
    if the employment of an optionee as an officer or employee of the Corporation or a subsidiary
terminates, for any reason other than as provided in Sections 10(a) or (b), the optionee will
be entitled to exercise any unexercised vested stock options, to the extent exercisable at the
date of such event, during the period ending at the end of the calendar month immediately
following the calendar month in which the event occurs, failing which exercise the stock
options terminate;(d)
    
    for greater certainty and for these purposes, an optionees employment with the Corporation
or a subsidiary shall be considered to have terminated effective on the last day of the
optionees actual and active employment with the Corporation or subsidiary whether such day is
selected by agreement with the optionee or unilaterally by the Corporation or subsidiary and
whether with or without advance notice to the optionee. For the avoidance of doubt, no period
of notice that is given or ought to have been given under applicable law in respect of such
termination of employment will be utilized in determining an optionees entitlement under the
Plan. The employment of an optionee with the Corporation shall be deemed to have terminated
for all purposes of the Plan if such person is employed by or provides services to a person
that is a subsidiary of the Corporation and such person ceases to be a subsidiary of the
Corporation, unless the Committee determines otherwise; and(e)
    
    each stock option is personal to the optionee and is not assignable, except (i) as provided
in Section 10(a), and (ii) at the election of the Board, a stock option may be assignable to
the spouse, children and grandchildren of the original optionee and to a trust, partnership or
limited liability company, the entire beneficial interest of which is held by one or more of
the foregoing.Nothing contained in Sections 10(a), (b) or (c) shall extend the period during which a stock
option may be exercised beyond its stipulated expiration date or the date on which it is
otherwise terminated in accordance with the provisions of this Plan.If a stock option is assigned pursuant to Section 10(e)(ii), the references in Sections
10(a), (b) and (c) to the termination of employment or death of an optionee shall not relate
to the assignee of a stock option but shall relate to the original optionee. In the event of
such assignment, legal personal representatives of the original optionee shall not be
entitled to exercise the assigned stock option, but the assignee of the stock option or the
legal personal representatives of the assignee may exercise the stock option during the
applicable specified period.
 11. EXERCISE OF STOCK OPTIONS.
 12. ADJUSTMENTS.
 13. MERGERS.
 14. CHANGE OF CONTROL.
 (a)
    
    within any period of two consecutive years, individuals who at the beginning of such period
constituted the Board and any new directors whose appointment by the Board or nomination for
election by shareholders of the Corporation was approved by a vote of at least a majority of
the directors then still in office who either were directors at the beginning of the period or
whose appointment or nomination for election was previously so approved, cease for any reason
to constitute a majority of the Board;(b)
    
    there occurs an amalgamation, merger, consolidation, wind-up, reorganization or restructuring
of the Corporation with or into any other entity, or a similar event or series of such events,
other than any such event or series of events which results in securities of the surviving or
consolidated corporation representing 50% or more of the combined voting power of the
surviving or consolidated corporations then outstanding securities entitled to vote in the
election of directors of the surviving or consolidated corporation being beneficially owned,
directly or indirectly, by the persons who were the holders of the Corporations outstanding
securities entitled to vote in the election of directors of the Corporation prior to such
event or series of events in substantially the same proportions as their ownership immediately
prior to such event of the Corporations then outstanding securities entitled to vote in the
election of directors of the Corporation;(c)
    
    50% or more of the fixed assets (based on book value as shown on the most recent available
audited annual or unaudited quarterly consolidated financial statements) of the Corporation
are sold or otherwise disposed of (by liquidation, dissolution, dividend or otherwise) in one
transaction or series of transactions within any twelve month period;(d)
    
    any party, including persons acting jointly or in concert with that party, becomes (through a
take-over bid or otherwise) the beneficial owner, directly or indirectly, of securities of the
Corporation representing 20% or more of the combined voting power of the Corporations then
outstanding securities entitled to vote in the election of directors of the Corporation,
unless in any particular situation the Board determines in advance of such event that such
event shall not constitute a change of control; or(e)
    
    the Board approves and/or recommends that shareholders accept, approve or adopt any
transaction that would constitute a change of control under clause (b), (c) or (d) above and
determines that the change of control resulting from such transaction will be deemed to have
occurred as of a specified date earlier than the date under (b), (c) or (d), as applicable.
 15. AMENDMENT OR DISCONTINUANCE OF THIS PLAN.
 16. EVIDENCE OF STOCK OPTIONS.
 17. WITHHOLDING.




---



##### 



APPENDIX I
  1.
    
    No consideration may be paid in connection with the assignment.2.
    
    An assignment may be made only to one or more persons or entities included in
the following: the original Optionees spouse, children and grandchildren and a
trust, partnership or limited liability company, the entire beneficial interest of
which is held by one or more of the foregoing.3.
    
    Prior to any such assignment,
 (a)
    
    the assignor shall advise the Corporation, in a writing
delivered to Potash Corporation of Saskatchewan Inc., 122 1st
Avenue South, Saskatoon, Saskatchewan, Canada S7K 7G3, Attention: General
Counsel, of all pertinent information concerning the proposed assignment,
including the date of the assignment, the number of shares involved, the
relationship of the assignee to the original Optionee and the address and
telephone number of the assignee; and(b)
    
    the assignee shall agree in a writing so delivered to advise
the Corporation in writing of any change in the name, address or telephone
number of the assignee.