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Exhibit 10(ii) RESOLUTION OF THE BOARD OF DIRECTORS
OF
POTASH CORPORATION OF SASKATCHEWAN INC.
(the Corporation) WHEREASthe Canada Business Corporation Actauthorizes the Corporation to
indemnify its directors and officers and persons who, at the Corporations
request, act as directors or officers of, or in a similar capacity to, other
entities (each, an Eligible Indemnitee); AND WHEREASthe by-laws of the Corporation require the Corporation to
indemnify its Eligible Indemnitees whenever required or permitted by law; NOW THEREFORE BE IT RESOLVED THAT:  1.
    
    the form of Agreement of Indemnification attached hereto as Schedule A
(the Agreement of Indemnification) be and it is hereby approved;2.
    
    any director or officer of the Corporation is hereby authorized from time
to time to execute and deliver Agreements of Indemnification for and in
the name of and on behalf of the Corporation with each person who is, or
who becomes, an Eligible Indemnitee, substantially in the form and on the
terms and subject to the conditions of the Agreement of Indemnification;3.
    
    any one officer or director of the Corporation is hereby authorized and
directed to do all such other acts and to execute, whether under the
corporate seal of the Corporation or otherwise, and deliver, for, on
behalf of, and in the name of the Corporation, all such other documents,
instruments or agreements and to take all such actions from time to time
as such officer or director may in his or her sole and absolute discretion
determine to be necessary or advisable to give and effect and carry out
the foregoing provisions of this resolution and the terms of the Agreement
of Indemnification, the doing of all such acts and things and the
execution and delivery of such documents, instruments and agreements being
conclusive evidence of such determination.




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Schedule A AGREEMENT OF INDEMNIFICATION THIS AGREEMENTmade the  day of 2004. BETWEEN:  POTASH CORPORATION OF SASKATCHEWAN INC.(a corporation continued under
the Canada Business Corporations Act, (the Corporation);  and    (the Indemnitee).  WHEREASit is essential to the Corporation to retain and attract as
directors and officers of the Corporation or other bodies corporate with
which the Corporation has a relationship and other individuals to act in
a similar capacity of other entities with which the Corporation has a
relationship (collectively the Included Entities) the most capable
persons available;AND WHEREAS, for that purpose, it is the policy of the Corporation to
indemnify its directors and officers and the persons who, at the
Corporations request, act as directors or officers of or in a similar
capacity for Included Entities (collectively the Eligible Indemnitees)
as permitted by law;AND WHEREAS, the bylaws of the Corporation require the Corporation to
indemnify its Eligible Indemnities whenever required or permitted by law;AND WHEREASthe Corporation has requested the Indemnitee to act or to
continue to act as a director or officer of, or to act in a similar
capacity for, one or more Included Entities;AND WHEREASthe Indemnitee has agreed to act or to continue to act as a
director or officer, or both, or to act in a similar capacity, of one or
more of the Included Entities upon the condition that the Corporation
executes and delivers this agreement of indemnification;NOW, THEREFORE, THIS AGREEMENT WITNESSETHthat in consideration of the
premises and the mutual covenants herein contained and for good and
valuable consideration, the receipt of which is hereby acknowledged by
both parties, the Corporation and Indemnitee agree as follows:




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1.
    
    Agreement to Serve:The Indemnitee agrees to act or to
continue to act as a director and/or officer of or in a similar
capacity for Included Entities for so long as [he or she]is duly
elected or appointed or until such time as he or she ceases to so
act, whether by resignation in writing or otherwise.2.
    
    Indemnity Right:To the extent permitted under applicable
law, and subject to the further terms and conditions of this
agreement, the Corporation hereby agrees to indemnify the Indemnitee
and [his/her]personal representatives against all costs, charges
and expenses, including, without limitation, any amount paid to
settle an action or satisfy a judgment, reasonably incurred by the
Indemnitee in respect of any civil, criminal, administrative,
investigative or other proceeding to which the Indemnitee by reason
of being or having been a director and/or officer or acting or
having acted in a similar capacity, is involved because of that
association with one or more Included Entities.3.
    
    Scope:The agreement extends to all acts, omissions,
circumstances and events, whether occurring before or after the date
of this agreement.4.
    
    Conditions Precedent:  (a)
    
    Notice:The Indemnitee shall, as soon as
reasonably practicable after becoming aware of any claim,
demand, action or proceeding which may give rise to
indemnification hereunder, give written notice to the
Corporation, directed to its corporate secretary, provided
however, that failure to give notice in a timely fashion shall
not disentitle the Indemnitee to the right to indemnity
hereunder except to the extent the Corporation suffers actual
prejudice by reason of the delay.(b)
    
    General Conditions:Notwithstanding anything
herein contained, and for greater certainty, the indemnity
provided by Section 2 is only available to the Indemnitee if:  (i)
    
    the Indemnitee acted honestly and
in good faith with a view to the best interests of the
Included Entity;(ii)
    
    in the case of a criminal or
administrative action or proceeding that is enforced by
a monetary penalty, the Indemnitee had reasonable
grounds for believing that the conduct in question was
lawful; and(iii)
    
    in respect of an action by or on
behalf of an Included Entity to procure a judgment in
its favour, to which the Indemnitee is made a party by
reason of the Indemnitees association with the
Included Entity, if a court of competent jurisdiction
gives its approval to the Corporation to indemnify the
Indemnitee.  (c)
    
    Defence Costs:The Corporation shall not be
liable for any defence costs (including without limitation,
any costs, charges and expenses to




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investigate, defend, or monitor any action or proceeding)
incurred without its prior express consent, which consent
shall not be unreasonably withheld. In considering the
reasonableness of any request by the Indemnitee that the
Corporation consent to the incurring of defence costs, the
Corporation may consider, without limitation, the proposed
choice of defence counsel, the terms of engagement or
proposed counsel and the extent to which the defence costs
may be controlled or limited through common efforts,
including the employment of common counsel, with other
directors and officers of the Included Entity, without the
creation of actual or perceived conflicts of interest.  (d)
    
    Settlements:The Corporation shall not be liable
for any costs, charges, or expenses incurred in connection
with any settlement in respect of any claim, demand, action or
proceeding against the Indemnitee which has been entered into
without the prior express consent of the Corporation. For
greater clarity, and without limiting in any way the
generality of the foregoing, in the event that the Indemnitee
enters into any such settlement without the prior express
consent of the Corporation, the Corporation shall not be
responsible for indemnifying the Indemnitee for any
compensation or other payment to be made under the settlement
or for costs of negotiating or implementing the settlement and
the Indemnitee shall not seek indemnity from the Corporation
in respect of any other costs, charges or expenses in
association with such settlement.  5.
    
    Further Exceptions:Nothwithstanding anything herein
contained, the indemnity proved by Section 2 shall not be applicable
to or in respect of any claim arising from:  (a)
    
    any act, omission, circumstance or event, in
respect of which it is proven that the Indemnitee has
improperly profited by the conduct which is the subject of the
claim, demand, action or proceeding, whether by trading
activities contrary to securities laws or otherwise;(b)
    
    failure of the Indemnitee to act in accordance
with specific and lawful instructions or directions of the
board of directors of the Corporation, or an officer of the
Corporation who is authorized to provide instruction or
directions to the Indemnitee.  6.
    
    Approvals:Where any indemnification sought pursuant to
Section 2 hereof is, under applicable law, subject to or conditional
upon the approval or consent of any court or of any governmental
body or regulatory authority, the Corporation agrees to make or
cause to be made all necessary applications and to use its
reasonable best efforts to obtain or assist in obtaining or
facilitating the obtaining of such approval or consent.7.
    
    Right to Resign and Survival:Nothing in this agreement
shall prevent the Indemnitee from resigning as a director or
officer, or both, of the Corporation or




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any other body corporate at any time. This agreement shall survive
any such resignation or any other circumstance by reason of which
the Indemnitee shall cease to be a director or officer of the
Corporation or any other body corporate.  8.
    
    Settlement for Corporation:Subject to the consent of the
Indemnitee, the Corporation may enter into a settlement or other
agreement to compromise a claim, demand, action or proceeding which
has given rise to a notice of claim for indemnity hereunder.If the Indemnitee refuses to give consent to the terms of a
proposed settlement or compromise which is otherwise acceptable to
the Corporation, any amount awarded against the Indemnitee in
excess of the amount for which settlement or compromise could have
been made by the Corporation shall not be recoverable under this
agreement, it being further agreed by the parties that in such
event the Corporation shall only be responsible for costs, charges
and expenses up to the time at which settlement could have been
made.9.
    
    Advance Payment of Defence Costs:Except as otherwise
expressly provided herein, in the event the Indemnitee is not in
fact receiving indemnification on a current basis from any other
source with respect to any matter for which indemnity is available
pursuant to this agreement except for the indemnities provided for
in Section 14 and in Section 15 hereof, the Corporation will advance
and pay all costs, charges and expenses reasonably incurred by the
Indemnitee in respect of any civil, criminal, administrative,
investigative, or other proceeding in which the Indemnitee, by
reason of being or having been a director and/or officer or acting
or having acted in any similar capacity, is involved because of that
association with one or more Included Entities, as such costs,
charges and expenses are incurred, provided however:  (a)
    
    that no such advancement shall be made unless and
until the Indemnitee has provided to the Corporation a written
affirmation of [his/her]good faith belief that [he/she]has
met the standard of conduct necessary for indemnification by the
Corporation as provided for in Section 4(b) hereof;(b)
    
    that no such advancement shall be made unless and
until the Indemnitee has provided to the Corporation a written
undertaking by or on behalf of the Indemnitee to repay all
amounts so advanced forthwith if it shall be determined that
the Indemnitee has not met the standard of conduct necessary
for indemnification by the Corporation as provided for in
Section 4(b) hereof;(c)
    
    that if the Indemnitee subsequently receives
indemnification or reimbursement for all or part of any costs,
charges or expenses from a source or sources other than the
Corporation, the amounts so advanced and paid by the
Corporation shall be repaid by the Indemnitee to the
Corporation forthwith upon request, to the extent that the
Indemnitee
receives indemnification or reimbursement from such other
source or sources.




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10.
    
    Subrogation:To the extent permitted by law, the Corporation
shall be subrogated to all rights which the Indemnitee may have
under all policies of insurance or other contracts pursuant to which
the Indemnitee may be entitled to reimbursement of, or
indemnification in respect of, all or any part of the costs, charges
and expenses which are borne by the Corporation pursuant to this
agreement.11.
    
    Proper Law and Attornment:This agreement shall be construed
in accordance with and governed by the laws of the Province of
Saskatchewan and the parties hereto attorn to the jurisdiction of
the courts of Saskatchewan in respect of any proceedings arising out
of this agreement.12.
    
    Severability:Each section, and each provision within each
section, of this agreement is severable, the one from the other, and
if for any reason any section or provision of this agreement is not
enforceable or is otherwise invalid at law, or would render invalid
or unenforceable any policy of insurance purchased by the
Corporation on behalf of or for the benefit of either the
Corporation or the Indemnitee, the same shall be severed from the
remainder of the agreement and the remainder of this agreement shall
nonetheless be given full force and effect in accordance with its
terms.13.
    
    Further Responsibilities and Assurances:The Indemnitee:  (a)
    
    shall attend diligently to, and assist in the
conduct of, the defence of any claim, demand, action or
proceeding, shall assist in enforcing any right of
contribution or indemnity against any person or organization
and shall attend hearings and trials and assist in securing
and giving and obtaining the attendance of witnesses;(b)
    
    shall not voluntarily make any payment, assume
any obligation or admit any liability in respect of any claim,
demand, action or proceeding without the prior express consent
of the Corporation; and(c)
    
    shall execute such further assurances and
document, give such consents and perform such further acts as
the Corporation may reasonable request in order that the
Corporation may enjoy the full benefits of this agreement in
accordance with its terms and for that purpose shall enter
into such assignments, powers of attorney and other documents
as may be reasonably required in the circumstances.  14.
    
    Further Indemnity: In addition to the other indemnities
provided for herein, the Corporation shall defend, indemnify and
hold Indemnitee harmless from any loss, liability, damage, or
expense, including reasonable attorneys fees, arising in connection
with or resulting from any breach or non-fulfillment or any agreement
on the part of the Corporation under this agreement.




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15.
    
    Payment:Any indemnification or advancement of expenses
required hereunder shall be made promptly upon, and in any event
within thirty (30) days after, a written request from the Indemnitee
to the Corporation. If the Corporation denies a written request for
indemnity or advancement of expenses, in whole or in part, or if
payment in full pursuant to such request is not made within thirty
(30) days of the date such request is received by the Corporation,
the Indemnitee may at any time bring suit against the Corporation in
any court of competent jurisdiction to establish the Indemnitees
right to indemnity or advancement of expenses. Indemnitees costs
and expenses incurred in connection with successfully establishing
his or her right to indemnification in any such action or proceeding
shall also be indemnified by the Corporation.16.
    
    Initiation of Claims:Notwithstanding anything in this
agreement to the contrary, except with respect to proceedings
initiated by Indemnitee to enforce rights of indemnification to
which Indemnitee is entitled under this agreement, the
Corporation shall indemnify Indemnitee in connection with a
proceeding (or part thereof) initiated by Indemnitee only if the
Initiation of such proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation.17.
    
    Enurement and Successors:This agreement is irrevocable and
enures to, and is binding upon, the parties hereto and their
respective heirs, successors, representatives and assigns.  IN WITNESS WHEREOFthe Corporation and the Indemnitee have executed this
Agreement as of the day and year first written above. POTASH CORPORATION OF
SASKATCHEWAN INC.By:Name:SIGNED, SEALED and DELIVERED
by                                in the presence ofWitness
    
    Name