Exhibit 10(bb)**THE POTASH CORPORATION OF SASKATCHEWAN INC.****DEFERRED SHARE UNIT PLAN FOR NON-EMPLOYEE DIRECTORS****Section 1** **Purpose**The Potash Corporation of Saskatchewan Inc. Deferred Share Unit Plan for Non-Employee Directors(the “Plan”) is intended to enhance the Corporation’s ability to attract and retain highlyqualified individuals to serve as members of the Board and to promote a greater alignment ofinterests between non-employee members of the Board and the shareholders of the Corporation.**Section 2** **Definitions**In this Plan, the following expressions shall have the following meanings: (a) Aggregate Purchase Price” has the meaning assigned thereto in Section 8 hereof;  (b) “Agreement” means the agreement, in the form recommended by the Committee andas approved by the Board, as it may be amended from time to time, entered into by theCorporation and an Eligible Director pursuant to Section 6 hereof in connection withall of the Share Units which shall be credited to a Participant’s account under thePlan and setting forth the related rights and obligations of the Corporation and of theEligible Director;  (c) “Annual Retainer Fee” means the amount, expressed in dollars, of the annualretainer fee which would, but for the Plan, be payable in cash by the Corporation to anEligible Director for one year of service as a member of the Board, beginning on thedate of the annual general meeting of the Corporation at which an Eligible Director iselected and ending on the date immediately preceding the date of the following annualgeneral meeting of the Corporation, and for greater certainty, Annual Retainer Feeshall exclude any other fee which may be payable by the Corporation to the EligibleDirector.  (d) “Board” means the Board of Directors of the Corporation;  (e) “Broker” means a broker who is independent from the Corporation and who is amember of the stock exchange which is relevant for determining the value of the ShareUnits;  (f) “Committee” means the committee of directors of the Corporation generallyresponsible for compensation related matters;  (g) “Common Share” means a common share without nominal or par value of theCorporation;  (h) “Corporation” means Potash Corporation of Saskatchewan Inc.;  (i) “Effective Date” has the meaning assigned thereto in Section 11 hereof;  (j) “Elected Percentage” has the meaning assigned thereto in Section 5 hereof;  (k) “Election Expiry Date” has the meaning assigned thereto in Section 5 hereof;  (l) “Eligible Director” has the meaning assigned thereto in Section 4 hereof;
 

 
 (m) “Entitlement Date” has the meaning assigned thereto in Section 8 hereof;  (n) “Market Value” on any particular day means the market value of one Common Shareon such day which, (1) for Eligible Directors resident in Canada, shall be calculatedon the basis of the closing price for a board lot of Common Shares on The Toronto StockExchange on that day, or if at least one board lot of Common Shares shall not have beentraded on The Toronto Stock Exchange on that day, on the immediately preceding day forwhich at least one board lot was so traded, and (2) for all other Eligible Directors,shall be calculated on the basis of the closing price for a round lot of Common Shareson the New York Stock Exchange on that day, or if at least one round lot of CommonShares shall not have been traded on the New York Stock Exchange on that day, on theimmediately preceding day for which at least one round lot was so traded; or if, at anytime, the Common Shares are no longer listed on such stock exchange, then the MarketValue shall be calculated on the basis of the closing price, on the aforesaid day, fora board or round lot of Common Shares on the stock exchange on which the Common Sharesare listed and had the greatest volume of trading on that particular day;  (o) “Participant” means an Eligible Director who has been awarded or paid ShareUnits under the Plan;  (p) “Payout Market Value” on any particular day means the market value of oneCommon Share on such day which, (1) for Eligible Directors resident in Canada, shall becalculated on the basis of the simple average of the closing prices of the CommonShares on The Toronto Stock Exchange, during the ten trading days prior to that date,(or if no trades occur on a particular day, the average of the bid and asked prices onThe Toronto Stock Exchange on that day shall be used), and (2) for all other EligibleDirectors, shall be calculated on the basis of the simple average of the closing pricesof the Common Shares on the New York Stock Exchange, during the ten trading days priorto that date, (or if no trades occur on a particular day, the average of the bid andasked prices on the New York Stock Exchange on that day shall be used), or if, at anytime, the Common Shares are no longer listed on such stock exchange, then the PayoutMarket Value shall be calculated on the foregoing basis for the stock exchange on whichthe Common Shares are listed and had the greatest volume of trading during the last tentrading days;  (q) “Plan” means The Potash Corporation of Saskatchewan Inc. Deferred Share UnitPlan for Non-Employee Directors, as amended from time to time;  (r) “Price per Common Share” has the meaning assigned thereto in Section 8 hereof;  (s) “Quarter” means any of the four quarters, of any financial year, of theCorporation, currently ending on March 31, June 30, September 30 and December 31;  (t) “Quarterly Retainer Payment” means the amount, expressed in dollars,representing twenty-five percent (25%) of the Annual Retainer Fee which would, but forthe Plan, be payable in cash on the last day of each Quarter by the Corporation to anEligible Director, or if, with respect to any Quarter, an Eligible Director has servedduring the applicable term as a member of the Board of Directors for a number of daysthat is less than the full Quarter, the amount, expressed in dollars, which is theproduct of: (1) the quotient determined by dividing: (A) the number of days in theparticular Quarter during the term in which the Eligible Director served as a member ofthe Board, by (B) the aggregate number of days in the particular Quarter; and (2) theamount, expressed in dollars, of the Quarterly Retainer Payment which would otherwisehave been payable for such Quarter had the Eligible Director served as a member of theBoard for the full Quarter or the applicable term during which the Eligible Directorserved as a member of the Board been extended for the full Quarter.
 

 
 (u) “Reference Date”, with respect to any Quarter, means the date which shall beused to determine, on a quarterly basis, the Market Value of a Common Share forpurposes of determining the number of Share Units to be credited, for such Quarter, toa Participant’s account pursuant to Section 5 hereof, which date shall be, unlessotherwise determined by the Committee and approved by the Board, the last trading dayof such Quarter on which the Market Value of a Common Share may be determined or, if aParticipant’s Termination of Board Service occurs during the Quarter prior to such lasttrading date, the date of Termination of Board Service of the Participant, providedthat if the date of Termination of Board Service is not a trading day on which theMarket Value of a Common Share may be determined, the Reference Date shall be theimmediately preceding trading day on which such Market Value may be determined.  (v) “Share Unit” means a unit credited by means of a bookkeeping entry on the booksof the Corporation to a Participant’s account in accordance with the terms andconditions of the Plan;  (w) “Subsidiary” means any corporation a majority of whose shares normally entitledto vote in electing directors is owned directly or indirectly by the Corporation; and  (x) “Termination of Board Service” shall mean the earliest date on which both ofthe following conditions are met: (1) the Participant has ceased to be a member of theBoard or of the Board of Directors of any Subsidiary of the Corporation for any reasonwhatsoever, including the death of a Participant; and (2) the Participant is neither anemployee of the Corporation or of a Subsidiary of, nor a member of the Board ofDirectors of the Corporation or of the Board of Directors of any Subsidiary of theCorporation.**Section 3** **Administration of the Plan**Subject to Section 5, Section 6, Section 8, Section 10 and Section 12 hereof, the Plan shall beadministered by the Committee, the whole subject to applicable corporate and securities lawrequirements and the Committee shall have full and complete authority to interpret the Plan, toprescribe such rules and regulations (including those with respect to the holding of meetings bytelephone and/or video conference) and to make such other determinations as it deems necessary ordesirable for the administration of the Plan. All actions taken and decisions made by theCommittee shall, subject to confirmation by the Board where required, be final, conclusive andbinding on all parties concerned, including, but not limited to, a Participant and suchParticipant’s beneficiaries and legal representatives, the Corporation and its Subsidiaries, theiremployees and shareholders. All expenses of administration of the Plan shall be borne by theCorporation, including any reasonable brokerage fees relating to the purchase of Common Sharesunder the Plan.**Section 4** **Eligibility**The Plan shall apply to all members of the Board who, at the time of any discretionary grantdescribed in Section 5(a) below or at the time of execution of the Agreement and at all timesthereafter while they continue to serve as a member of the Board, as the case may be, are notemployees of the Corporation or of any Subsidiary of the Corporation (“Eligible Directors”).A Participant who becomes an employee of the Corporation or a Subsidiary of the Corporation shallno longer be eligible to receive Share Units under the Plan. In that case, starting with theQuarter in which the Participant became such an employee, all of his or her future QuarterlyRetainer Payments, if any, shall be paid in cash. However, Share Units already credited to suchperson’s account shall remain governed by the Plan for so long as there has been no Termination ofBoard Service with respect to such person.
 

 
**Section 5** **Discretionary Grant of Deferred Share Units and Election for Deferral of Annual Retainer Fee**Share Units may be awarded or paid to an Eligible Director in the following circumstances and onthe following conditions: *(a)* *Discretionary Grant of Deferred Share Units*    Subject to confirmation by the Board, the Committee may recommend that ShareUnits be awarded to an Eligible Director and shall recommend the number ofShare Units to be awarded to such Eligible Director. The Committee shall,subject to confirmation by the Board, recommend the effective date of eachgrant of Share Units and each grant shall be confirmed in writing by theCorporation to a Participant.  *(b)* *Election for Deferral of Annual Retainer Fees*    An Eligible Director may elect, with respect to any particular calendaryear, to be paid up to one hundred percent (100%) of the Annual RetainerFees otherwise payable to such Eligible Director in cash in that calendaryear in the form of Share Units. In order to elect to participate in thePlan with respect to any particular calendar year, an Eligible Directorshall, on or before the date that is the last business day of the calendaryear ending immediately before the particular calendar year to which theAnnual Retainer Fees relate (the “Election Expiry Date”), complete anddeliver to the Corporation a written election specifying, in percentage form(the “Elected Percentage”), the extent to which such Eligible Directorelects to participate in the Plan for the particular calendar year. Suchelection may be revoked or modified if written notification of suchrevocation or modification is received by the Corporation before theElection Expiry Date. Subject to confirmation by the Board, the Committeemay substitute a new date for the Election Expiry Date, provided that suchnew date shall apply solely to the Annual Retainer Fees earned for servicesrendered after such new date.    In order for an Eligible Director to participate in the Plan in the calendaryear in which such Eligible Director is first elected or appointed to theBoard, the Eligible Director shall, before the earlier of: (i) the date thatis thirty days after the date the Eligible Director is first elected orappointed to the Board; and (ii) the last business day of the particularQuarter in which the Eligible Director is first elected or appointed to theBoard, complete and deliver to the Corporation a written election specifyingthe Eligible Director’s Elected Percentage. Such election may be revoked ormodified if written notification of such revocation or modification isreceived by the Corporation before the earlier of (i) and (ii) above.    The number of Share Units (including fractional Share Units) to be creditedon a quarterly basis to an Eligible Director’s account under Section 9hereof with respect to any particular Quarter shall be equal to the quotientdetermined by dividing: (1) the Elected Percentage, expressed in Canadiandollars for Eligible Directors resident in Canada and expressed in U.S.dollars for all other Eligible Directors, of the Eligible Director’sQuarterly Retainer Payment which would, but for the Plan, have been paid incash with respect to such Quarter, by (2) the Market Value of a Common Shareon the Reference Date for such Quarter.
 

 
**Section 6** **Execution of Agreement**Each Eligible Director shall, as soon as practicable after the Effective Date, or, in the case ofEligible Directors who shall become members of the Board after such date, as soon as practicableafter the date on which his or her term as a member of the Board commenced, enter into an Agreementwith the Corporation. Such Agreement shall set out certain rights and obligations of the partiesthereto with respect to all of the Share Units which shall, under the Plan, be credited to theaccount of a Participant, and shall remain in full force and effect until all such Share Unitsshall have been cancelled.**Section 7** **Dividendlike Amounts**A Participant’s account shall, from time to time during the term of the Participant’s Agreement,including the period following the Participant’s Termination of Board Service and until theEntitlement Date referred to in Section 8 hereof, be credited with additional Share Units, thenumber of which shall be equal to the quotient determined by dividing: (1) the product determinedby multiplying: (a) one hundred percent (100%) of the amount of each dividend declared and paid bythe Corporation on its Common Shares, on a per share basis (excluding stock dividends, butincluding dividends which may be paid in cash or in shares at the option of the shareholder),converted into Canadian dollars for Participants resident in Canada, by (b) the number of ShareUnits recorded in the Participant’s account on the record date for the payment of such dividend, by(2) the Market Value of a Common Share on the payment date of such dividend, with fractionscomputed to four decimal places.**Section 8** **Payment of Share Units**Except as may be determined by the Committee, and approved by the Board, or except as set forthbelow in this Section 8, the entitlement date (“Entitlement Date”) of a Participant with respect towhom Termination of Board Service has occurred shall be the tenth (10th) trading dayfollowing the release of the Corporation’s quarterly or annual results immediately followingTermination of Board Service by the Participant. In no event shall the Entitlement Date occurlater than two and one half months after the beginning of the calendar year commencing immediatelyafter the Termination of Board Service by the Participant. A Participant shall receive no laterthan two and one half months after the beginning of the calendar year commencing immediately afterthe Termination of Board Service by the Participant, at the discretion of the Committee, and asapproved by the Board, in satisfaction of the number of Share Units recorded in the Participant’saccount on the Entitlement Date: (1) a number of Common Shares to be purchased on the open marketequal to the number of Share Units then recorded in the account of the Participant, or as may beadjusted pursuant to Section 19 hereof, and reduced by any applicable withholding taxes and othersource deductions reflected in the form of Share Units, required by law to be withheld by theCorporation in connection with the total payments made in satisfaction of the Participant’s ShareUnits; or (2) a cash payment equal to the product determined by multiplying: (a) the number ofShare Units then recorded in the account of the Participant, by (b) the Payout Market Value of aCommon Share on the Entitlement Date, net of applicable withholdings. No payment of Share Unitsshall be made by the Corporation to a Participant under the Plan until Termination of Board Servicehas occurred with respect to such Participant.Where the Corporation’s Common Shares are to be purchased on the open market, the Corporation shallnotify the Broker on the Entitlement Date as to the number of Common Shares to be purchased by theBroker on behalf of the Participant. As soon as practicable thereafter, the Broker shall purchaseon the open market the number of Common Shares which the Corporation has requested the Broker topurchase and notify the Participant and the Corporation of: (1) the aggregate purchase price(“Aggregate Purchase Price”) of the Common Shares, (2) the purchase price per Common Share or, ifthe Common Shares were purchased at different prices, the average purchase price (computed on aweighted average basis) per Common Share (“Price per Common Share”), (3) the amount of any relatedreasonable brokerage commission, and (4) the settlement date for the purchase of the Common Shares.On the settlement date, upon payment of the Aggregate Purchase Price and related reasonablebrokerage commission by the Corporation, the Broker shall deliver to the Participant or to hislegal representative the certificate representing the Common Shares. Regardless of whether a cashpayment or Common Shares of the Corporation are used to satisfy the Participant’s Share Unitentitlement, any entitlement to
 

 
fractional Share Units shall be paid in cash based on the Price per Common Share, net of applicablewithholdings.**Section 9** **Participant’s Account**The Corporation shall maintain in its books an account for each Plan Participant recording at alltimes the number of Share Units standing to the credit of the Participant. Upon payment insatisfaction of Share Units, such Share Units shall be cancelled. A written confirmation of thebalance in the account shall be mailed by the Corporation to the Participant at least annually.**Section 10** **Deferral of Other Fees**The Committee may, at its discretion, subject to confirmation by the Board, extend the Plan tocover fees other than Annual Retainer Fees and thereby allow an Eligible Director to elect toreceive such other fees which would otherwise be payable in cash in any particular calendar year,in the form of Share Units. In the event such extension should occur, the election shall be madeon or before the date that is the last business day of the calendar year ending immediately beforethe particular calendar year to which such fees relate. In order for an Eligible Director to makethe election in the calendar year in which such Eligible Director is first elected or appointed tothe Board, the Eligible Director shall complete and deliver to the Corporation his or her writtenelection, before the earlier of: (i) the date that is thirty days after the date the EligibleDirector is first elected or appointed to the Board; and (ii) the day the Eligible Director firstbecomes entitled to receive payment of such other fees. Any such payment in the form of ShareUnits shall be subject to such conditions as the Committee may impose.**Section 11** **Effective Date of the Plan**The effective date of the Plan (the “Effective Date”) shall be the date on which an advance incometax ruling is received from the Canada Customs and Revenue Agency confirming to the satisfaction ofthe Board that the Plan is “a prescribed plan or arrangement” as described in paragraph 6801(d) ofthe *Income Tax Regulations*.**Section 12** **Amendments to, Suspension or Termination of, the Plan**The Board may from time to time amend, suspend or terminate the Plan in whole or in part. However,any such amendment, suspension or termination shall not adversely affect the rights of anyParticipant under any Agreement existing at the time of such amendment, suspension or terminationwithout the consent of the affected Participant. Notwithstanding the foregoing, any amendment ortermination of the Plan shall be such that the Plan continuously satisfies the requirements ofRegulation 6801(d) of the Act or any successor provision thereto.If the Board terminates the Plan, prior awards of Share Units shall, at the discretion of theBoard, either (1) become immediately payable in accordance with the terms of the Plan in effect atsuch time, or (2) remain outstanding and in effect and paid in due course in accordance with theirapplicable terms and conditions.**Section 13** **Purchases on the Open Market**Where, pursuant to the Plan, the Corporation’s Common Shares are to be purchased in satisfaction ofa Participant’s Share Units, such purchases shall be made on the open market by a Broker. Upondesignation of a Broker or at any time thereafter, the Corporation may elect to provide thedesignated Broker with a letter agreement to be executed by the Broker and entered into with theParticipant and to which the Corporation would also be a party, setting forth, inter alia, (1) theBroker’s concurrence to being so designated, to acting for the Participant’s account in accordancewith customary usage of the trade with a view to obtaining the best share price for theParticipant, and to delivering to the Participant or his/her legal representative the sharecertificate for the Common Shares purchased upon payment by the Corporation of the purchase priceand related reasonable brokerage commission, and (2) the Corporation’s agreement to notify theBroker of the number of Common Shares to be purchased and to
 

 
pay the purchase price and the related reasonable brokerage commission, provided however that noterms of said letter agreement shall have the effect of making the Broker or deeming the Broker tobe an affiliate of (or not independent from) the Corporation for purposes of any applicablecorporate, securities or stock exchange requirement.**Section 14** **Rights of Participants**Except as specifically set out in the Plan or an Agreement, no Eligible Director, Participant orother person shall have any claim or right to any Common Shares deliverable in payment of ShareUnits granted pursuant to the Plan.Under no circumstances shall Share Units be considered Common Shares nor shall they entitle anyParticipant to exercise voting rights or any other rights attaching to the ownership of the CommonShares, nor shall any Participant be considered the owner of the Common Shares until after the dateof the purchase of such Common Shares on the open market.Neither the Plan nor any grant thereunder shall be construed as granting a Participant a right tobe retained as a member of the Board or as a member of the board of directors of any Subsidiary ora claim or right to any future grants of Share Units.**Section 15** **Death of Participant**In the event of a Participant’s death, any and all Share Units then credited to the Participant’saccount shall become payable to the Participant’s estate in accordance with Section 8 hereof.**Section 16** **Compliance with Applicable Laws**Any obligation of the Corporation with respect to its Common Shares pursuant to the terms of thePlan is subject to compliance with all applicable laws. The Participant shall comply with all suchlaws and furnish the Corporation with any and all information and undertakings as may be requiredto ensure compliance therewith.**Section 17** **Withholding Taxes**The Corporation shall be entitled to deduct any amount of withholding taxes and other withholdingsfrom any amount paid or credited hereunder.**Section 18** **Transferability**In no event may the rights or interests of a Participant under the Plan be assigned, encumbered,pledged, transferred or alienated in any way, except to the extent that certain rights may pass toa beneficiary or legal representative upon death of a Participant, by will or by the laws ofsuccession and distribution.**Section 19** **Alteration of Number of Share Units Subject to the Plan**In the event of the declaration of any dividend declared upon the Common Shares payable in CommonShares, a subdivision, stock-split, consolidation, reclassification, exchange, capitalreorganization or other change with respect to the Common Shares, or a merger, consolidation,spin-off or other distribution (other than ordinary course cash dividends) of the Corporation’sassets to its shareholders or similar business transaction affecting the Common Shares, the numberof Share Units then recorded in the Participant’s account shall be adjusted in such manner, if any,as the Board may in its discretion deem appropriate to reflect the event. However, no amount willbe paid to, or in respect of, an Eligible Director under the Plan or pursuant to any otherarrangement, and no Share Units will be granted to such Eligible Director to compensate for adownward fluctuation in the price of the Common Shares, nor will any other form of benefit beconferred upon, or in respect of, an Eligible Director for such purpose.
 

 
**Section 20** **Unfunded Plan**Unless otherwise determined by the Committee and approved by the Board, the Plan shall be unfundeduntil payment of the Share Units under Section 8 hereof.The Corporation’s obligations hereunder shall constitute general, unsecured obligations, payablesolely out of its general assets and no Participant or other person shall have any right to anyspecific assets of the Corporation. The Corporation shall not segregate any assets for the purposeof funding its obligations with respect to the Share Units credited hereunder and shall not bedeemed to be a trustee of any amounts to be distributed or paid pursuant to the Plan. No liabilityor obligation of the Corporation shall be deemed to be secured by any pledge of, or encumbrance on,any property of the Corporation.**Section 21** **Governing Law**The Plan shall be governed by and interpreted in accordance with the laws in force in the provinceof Saskatchewan.