##### Table of Contents



The Next Stage of Growth Potash Corporation of Saskatchewan Inc. Annual Report on Form 10-K
for the year ended December 31, 2010




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##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year
    ended December 31, 2010
    Commission file number 1-10351
      Potash Corporation of
    Saskatchewan Inc.
 (Exact name of the registrant as
    specified in its charter)
  Canada(State or other jurisdiction
    of
    incorporation or organization)

N/A(I.R.S. employer
    identification no.)   Suite 500, 122 
    1st

    Avenue South
    Saskatoon, Saskatchewan, Canada S7K 7G3306-933-8500 (Address and
    telephone number of the registrants principal executive
    offices)
  Securities registered pursuant
    to Section 12(b) of the Act:
  Title of each class

Name of exchange on which registeredCommon Shares, No Par Value

New York Stock Exchange   The Common Shares are also listed
    on the Toronto Stock Exchange in Canada
  Securities registered pursuant
    to Section 12(g) of the
    Act: None
  Securities
    Act þ o
  Act o þ
  Securities Exchange Act of 1934  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2 Exchange Act
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller reporting
    company o  Rule 12b-2 Act o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 










10
    ANNUAL REPORT
    ON
    FORM 10-K
    FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010  Table of
    Contents
   
 Forward-Looking Statements


1Part I


2Item 1.


Business


2General


2Potash Operations


3Phosphate Operations


7Nitrogen Operations


10Marketing


11Distribution and Transportation


13Competition


13Employees


14Royalties and Certain Taxes


14Environmental Matters


15Our Executive Officers


20Presentation of Financial Information


20Where You Can Find More Information


20Item 1A.


Risk Factors


21Item 1B.


Unresolved Staff Comments


23Item 2.


Properties


23Item 3.


Legal Proceedings


23Item 4.


Submission of Matters to a Vote of Security
    Holders


24Part II


25Item 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


25Item 6.


Selected Financial Data


25Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


26Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


26Item 8.


Financial Statements and Supplementary Data


26Item 9.


Changes In and Disagreements With Accountants on
    Accounting and Financial Disclosure


26Item 9A.


Controls and Procedures


26Item 9B.


Other Information


26Part III


28Item 10.


Directors, Executive Officers and Corporate
    Governance


28Item 11.


Executive Compensation


28Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


28Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


28Item 14.


Principal Accounting Fees and Services


28Part IV


29Item 15.


Exhibits and Financial Statement Schedules


29List of Documents Filed as Part of this
    Report


29Signatures


35Exhibit 10(r)Exhibit 10(y)Exhibit 10(z)Exhibit 10(aa)Exhibit 10(ff)Exhibit 10(jj)Exhibit 11Exhibit 12Exhibit 13Exhibit 21Exhibit 23Exhibit 31(a)Exhibit 31(b)Exhibit 32Exhibit 99(a)Exhibit 99(b)




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##### Table of Contents





Forward-Looking
    Statements
   US Private Securities Litigation
    Reform Act of 1995
    
    variances from our assumptions with respect to foreign exchange
    rates, expected growth, results of operations, performance,
    business prospects and opportunities, and effective tax rates;
    fluctuations in supply and demand for fertilizer, including
    fluctuations as a result of economic or political conditions in
    our markets, which, among other things, can cause volatility in
    the prices of our fertilizer products;
    volatility in the price of natural gas, which is the primary raw
    material used for our nitrogen products, and risks associated
    with our continued ability to manage natural gas costs in the
    United States through hedging activities;
    fluctuations in the prices and availability of other raw
    materials, including sulfur, which is a primary input in our
    phosphate operations;
    fluctuations in the cost and availability of transportation and
    distribution for our raw materials and products, including
    railcars and ocean freight;
    changes in competitive pressures, including pricing pressures;
    the results of sales contract negotiations with major markets;
    timing and amount of capital expenditures;
    changes in capital markets and corresponding effects on our
    investments, and changes in currency and exchange rates;
    unexpected or adverse weather conditions, which can impact
    demand for fertilizer and timing of fertilizer sales during the
    year;
    unexpected geological conditions, including water inflows;
    imprecision in reserve estimates;
    the outcome of legal proceedings;
    strikes or other forms of work stoppage or slowdown;
    changes in, and the effects of, government policy and
    regulations, including environmental regulations and regulations
    and actions affecting our transportation and sale of natural
    gas, which could increase our costs of compliance and otherwise
    affect our business;
    acquisitions we may undertake in the future; and
    earnings, exchange rates and the decisions of taxing
    authorities, all of which could affect our effective tax rates.  year-over-year
      PotashCorp 2010 Annual Report on
    Form 10-K  1




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##### Table of Contents



Part I
   Item 1. Business General



Potash Corporation of Saskatchewan Inc. is a corporation
    organized under the laws of Canada. As used in this document,
    the term PCS refers to Potash Corporation of
    Saskatchewan Inc. and the terms we, us,
    our, PotashCorp and the
    Company refer to PCS and its direct and indirect
    subsidiaries, individually or in any combination, as applicable.



We are the worlds largest integrated fertilizer and
    related industrial and feed products company by capacity. We are
    the largest producer of potash worldwide by capacity. In 2010,
    we estimate our potash operations represented 17% of global
    production and 20% of global potash
    capacity1.

    We are the third largest producer of phosphates worldwide by
    capacity. In 2010, we estimate our phosphate operations produced
    5% of world phosphoric acid production. We are the third largest
    nitrogen producer worldwide by ammonia capacity. In 2010, we
    estimate our nitrogen operations produced 2% of the worlds
    ammonia production.



We own and operate five potash mines in Saskatchewan and one in
    New Brunswick. We also hold mineral rights at the Esterhazy mine
    where potash is produced under a mining and processing agreement
    with a third party.



Our phosphate operations include the manufacture and sale of
    solid and liquid phosphate fertilizers, animal feed supplements
    and industrial acid, which is used in food products and
    industrial processes. We believe that our North Carolina
    facility is the worlds largest integrated phosphate mine
    and processing plant. We also have a phosphate mine and two
    mineral processing plant complexes in northern Florida and six
    phosphate feed plants in the United States. We can produce a
    variety of phosphate products at our Geismar, Louisiana facility.



Our nitrogen operations involve the production of nitrogen
    fertilizers and nitrogen feed and industrial products, including
    ammonia, urea, nitrogen solutions, ammonium nitrate and nitric
    acid. We have nitrogen facilities in Georgia, Louisiana, Ohio
    and Trinidad.



We are organized under the laws of Canada. Our principal
    executive offices are located at 122 
    1st Avenue

    South, Suite 500, Saskatoon, Saskatchewan, Canada S7K 7G3,
    and our telephone number is
    (306) 933-8500.





History



PCS is a corporation continued under the Canada Business
    Corporations Actand is the successor to a corporation
    without share capital established by the Province of
    Saskatchewan in 1975. Between 1976 and 1989 substantial
    interests in the Saskatchewan potash industry were acquired.
    These acquisitions included the purchase of the Cory mine in
    1976 and the Rocanville and Lanigan mines in 1977.



In 1989, the Province of Saskatchewan privatized PCS. While the
    Province initially retained an ownership interest in PCS, this
    interest had been reduced to zero by the end of 1993. Since the
    privatization of PCS, we have made the following acquisitions of
    significance to the development of our Company: 
    the Allan mine in 1990 through the acquisition of all of the
    outstanding shares of Saskterra Fertilizers Ltd.;
    the New Brunswick potash mine and port facilities and our
    Patience Lake solution mine in Saskatchewan in 1993;
    PCS Phosphate Company, Inc. (formerly Texasgulf Inc.) and White
    Springs Agricultural Chemicals, Inc., phosphate fertilizer and
    feed producers, in 1995;
    Arcadian Corporation, a producer of nitrogen fertilizer,
    industrial and feed products, in 1997;
    PCS Cassidy Lake, a potash mill facility located at Clover Hill,
    New Brunswick, in 1998;
    approximately 9% of the shares of Israel Chemicals Ltd.
    (ICL) pursuant to a public offering by the State of
    Israel in 1998. In transactions in June 2005 and October 2008,
    we acquired 35.3 million additional shares in ICL,
    increasing our ownership interest to 11%. In January and
    February of 2010, we acquired 32.4 million additional
    shares in ICL, increasing our ownership interest to
    approximately 14%;
    PCS Purified Phosphates (formerly a joint venture we had with
    Albright & Wilson Americas Inc.), a phosphoric acid
    joint venture, in 2000;
    20% of the shares of Sociedad Química y Minera de Chile
    S.A. (SQM), a Chilean specialty fertilizer, iodine
    and lithium company, in transactions in October 2001 and April
    and May of 2002. In 2004, we sold a portion of this investment
    and subsequently acquired ICLs entire interest in SQM,
    resulting in our ownership of approximately 25% of the
    outstanding equity of SQM. In October and December 2006 and July
    2007, we increased our ownership interest to 32%;
    26% of the shares of Arab Potash Company (APC) from
    Jordan Investment Corporation, an arm of the Jordanian
    government, in October of 2003. In June 2005, we acquired one
    million additional shares in APC and in April 2006, we acquired
    220,100 additional shares in APC, increasing our ownership
    interest to 28%; and    1
  2 PotashCorp
    2010 Annual Report on Form 10-K




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##### Table of Contents




    approximately 10% of the shares of Sinofert Holdings Limited
    (Sinofert), a fertilizer company and a subsidiary of
    Sinochem Corporation, in July 2005. In February 2006, we
    exercised an option to acquire an additional 10% of the shares
    of Sinofert, increasing our ownership interest to 20%. During
    July 2007, our ownership interest was diluted to approximately
    19% due to the issuance of shares by Sinofert. In 2008, we
    acquired a total of 385.9 million additional shares of
    Sinofert, increasing our ownership interest to 22%. Potash
    Operations   Properties
         PotashCorp 2010 Annual Report on
    Form 10-K  3




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##### Table of Contents



Production
   2 2
  2
       Annual


Annual


AnnualNameplate


Operational


OperationalCapacity


Capability


Capability2010(1)


2011(2)


2010(2)


2010 Production


2009 Production


2008 ProductionFinished


Finished


Finished








Finished








Finished








FinishedProduct


Product


Product


Ore





Product


Ore





Product


Ore





Product(Millions


(Millions


(Millions


(Millions


Grade


(Millions


(Millions


Grade


(Millions


(Millions


Grade


(Millionsof tonnes)


of tonnes)


of tonnes)


of tonnes)


%
    K2O


of tonnes)


of tonnes)


%
    K2O


of tonnes)


of tonnes)


%
    K2O


of tonnes)Lanigan


3.828



3.400



3.600



8.487



20.89



2.368



2.662



20.34



0.702



7.688



20.16



2.141Rocanville


3.044



2.800



2.800



6.580



23.74



2.183



2.912



23.29



0.949



8.086



24.81



2.834Allan


1.885



1.400



1.800



3.431



24.07



1.104



2.060



25.08



0.686



3.213



24.63



1.093Cory


1.361



1.500



0.800



1.927



24.03



0.551



1.707



23.03



0.416



1.680



22.49



0.420Patience
    Lake(3)


1.033



0.500



0.500











0.372











0.101











0.282Esterhazy(4)


1.313



0.943



0.943
(5)










0.855











0.276











1.125New Brunswick


0.800



0.800



0.800



2.010



22.38



0.645



0.872



23.34



0.275



2.452



23.01



0.802Totals


13.264



11.343



11.243



22.435







8.078



10.213







3.405



23.119







8.697    (1)
    Includes, where applicable, previously idled capacity that could
    be brought into operation with capital investment
    (debottlenecking projects).(2)
    Estimated annual achievable production level.(3)
    Solution mine.(4)
    Product tonnes received at Esterhazy are based on a mining and
    processing agreement with Mosaic.(5)
    Amount nominated by Company, but reduced amount of product taken
    due to force majeure conditions.    2
  4 PotashCorp
    2010 Annual Report on Form 10-K




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##### Table of Contents



Reserves
        TotalProven

Probable

Mineral ReservesMineral Reserves

Mineral Reserves

(Millions of tonnes

Average(Millions of tonnes

(Millions of tonnes

recoverable

Grade

Years of Remainingrecoverable ore)

recoverable ore)

ore)(1)(2)(3)

K2O
    Eq(4)(5)

Mine
    Life(6)Allan(7)


81



210



291



25.8
%


100Cory(7)


52



169



221



24.7
%


125Lanigan(7)


103



432



535



21.5
%


85Rocanville


137



297



434



23.5
%


74Patience
    Lake(8)


















Esterhazy(9)


8







8



24.5
%


3New Brunswick


191







191



24.6
%


107    (1)
    Mineral reserves include proven and probable reserves. There has
    been no third party review of reserve estimates within the last
    three years.(2)
    The extraction ratio of recoverable ore to in-place material for
    each mine is as follows: Allan 0.33, Cory 0.27, Lanigan 0.26,
    Rocanville 0.32 and New Brunswick 0.46.(3)
    The concentration of recoverable ore tonnes to finished product
    (KCl) for each of the divisions is as follows (three-year
    running average): Allan 3.02, Cory 3.83, Lanigan 3.62,
    Rocanville 2.95 and New Brunswick 3.10.(4)
    From in-mine samples.(5)
    While the term potash refers to a wide variety of
    potassium-bearing minerals, at our deposits the predominant
    potash mineralization is sylvinite, which is comprised mainly of
    the minerals sylvite (KCl/potassium salt) and halite (NaCl/rock
    salt) with minor amounts of carnallite (KCl
    MgCl2
    6
    H2O) and
    water insolubles. Potash fertilizer is concentrated, nearly pure
    KCl (i.e. with a purity greater than 95%), but ore-grade is
    traditionally reported on a
    K2O
    basis. The
    K2O
    equivalent gives a standard measurement of the nutrient
    value of different potassium-bearing rocks and minerals. To
    convert from
    K2O
    equivalent tonnes to actual KCl tonnes, multiply by 1.63.(6)
    Estimates are based upon proven and probable reserves and annual
    mining rates (million tonnes of ore hoisted per year) equal to
    the three-year running average for each of the divisions as
    follows: Allan 2.90, Cory 1.77, Lanigan 6.28, Rocanville 5.86
    and New Brunswick 1.77. Mining rates are constrained by the
    equipment and manpower we utilize at each mine so that our
    production capacity at each mine depends, in part, on the ore
    concentration ratio encountered at each mine. Years of remaining
    mine life, in the case of the Saskatchewan mines, do not include
    any announced expansions and, in the case of the New Brunswick
    mines, are based upon applying the current annual mining rate to
    the expanded reserves.(7)
    At each of the Allan, Cory and Lanigan operations, potash
    mineralization occurs in two separate horizons (A Zone and B
    Zone). To date, at each of Allan, Cory and Lanigan we have
    defined mineral reserves in only one zone (where most mining has
    occurred at that operation). At Allan and Cory the mineral
    reserves are in A Zone, and at Lanigan the mineral reserves are
    in B Zone.(8)
    Given the characteristics of the solution mining method employed
    at the Patience Lake mine, it is not possible to estimate
    reliably the recoverable ore reserve from this operation. In
    solution mining, the potash is dissolved in warm brine and
    pumped to the surface for processing. Chemical compositions and
    volumes of brine pumped into and out of the underground
    mineralized zone are known, but the precise nature of the
    solution mining process is not. Estimates are made utilizing the
    surfaces available for dissolution in the abandoned mine
    workings, the concentration of the circulated brine recovered
    from the mine, annual crystallization rates in the ponds and the
    annual volume of KCl recovered from the ponds. The extent of the
    Patience Lake potash resource is given in the next table. The
    Patience Lake operation accounted for only 4.6% of the
    Companys potash production in 2010.  PotashCorp 2010 Annual Report on
    Form 10-K  5




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##### Table of Contents



(9)
    At Esterhazy, mine operator Mosaic mines potash for which the
    Company holds mineral rights. Production is carried out under a
    mining and processing agreement with Mosaic. The Esterhazy
    mineral reserve tonnage presented here, subject to the
    litigation described below, is the current estimate of mineable
    tonnes remaining in the Companys lands after
    reconciliation of historic tonnes mined and product received
    from Mosaic. Since the tonnage of product to be received by the
    Company is based on an agreement with Mosaic, the entire tonnage
    available is placed in the Proven Mineral Reserves
    (Millions of tonnes recoverable ore) category. The
    Years of Remaining Mine Life reported for Esterhazy
    assumes that the Company will receive approximately 943,000
    tonnes for 2011 and the maximum amount of product under the
    agreement for subsequent years, and is subject to adjustment
    based on the outcome of the legal proceedings subsequently
    described. Mosaic and the Company are currently in litigation
    concerning the remaining amount of potash that the Company is
    entitled to receive from Mosaic pursuant to the mining and
    processing agreement. See Legal Proceedings under
    Item 3 for additional information.   Resources
     
    areas of detailed, physical exploration through actual drilling
    or mine sampling, near existing underground workings, and within
    a mining lease are reported in the measured mineral resource
    category;
    areas of sparse exploration, such as areas with 3D surface
    seismic coverage, little or no drilling, and at some distance
    from underground workings, and within a mining lease are
    reported in the indicated mineral resource category;
    areas of limited exploration, such as areas that have been
    investigated through regional geological studies, or areas with
    2D regional surface seismic coverage, little or no drilling, and
    at some distance from underground workings, and still within a
    mining lease or exploration permit area are reported in the
    inferred mineral resource category.      
    areas with many drillhole intersections within a seismically
    defined area and with consistent stratigraphy, mineralogy and
    potash quality are reported in the measured mineral resource
    category;
    areas with few drill intersections within a seismically defined
    area, or with structurally modified (folded) and less consistent
    mineralogy, but still exhibiting good quality potash
    intersections, are reported in the indicated mineral resource
    category; and
    areas with little or no drilling, complex geology, partial
    seismic coverage
    and/or
    inconsistent potash quality in drill intersections are reported
    in the inferred mineral resource category.       Mineral ResourceMeasured Resource

Indicated Resource

Inferred Resource

Grade(Millions of tonnes

(Millions of tonnes

(Millions of tonnes

%K20in-place)

in-place)

in-place)

Eq(1)Allan(2)

    (A Zone)



211



245



1,455



25.8(B Zone)



1,177



246



1,462



21.5Cory(2)

    (A Zone)



223



443



986



24.7(B Zone)



1,136



476



961



21.5Lanigan(2)

    (A Zone)



1,965



572



1,512



25.2(B Zone)



426



747



2,046



21.5Rocanville



369



580



2,017



23.5Patience
    Lake(3)















Esterhazy(4)















New Brunswick







153



319



24.6    (1)
    See footnote 5 to table under Potash
    Operations  Reserves.(2)
    See footnote 7 to table under Potash
    Operations  Reserves.  6 PotashCorp
    2010 Annual Report on Form 10-K




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##### Table of Contents



(3)
    Given the characteristics of the solution mining method employed
    at the Patience Lake mine as described in footnote 8 in the
    Mineral Reserve table, it is not possible to
    estimate reliably the resource tonnage from this operation at
    present.(4)
    Since mining at Esterhazy is carried out under an agreement with
    mine operator Mosaic, all potash tonnes anticipated from this
    operation are reported in the Mineral Reserve table.
    The Company reports no mineral resource tonnage over and above
    the reported reserve at Esterhazy.  43-101.
    
    annual review of underground potash sample information
    (boreholes and in-mine ore samples);
    annual review of surface geophysical exploration results (3D and
    2D seismic data);
    annual cross-checking of mined tonnages reported by minesite
    technical staff with tonnages estimated from mine survey
    information; and
    annual cross-checking of reserve and resource computations
    carried out by senior mine technologists.   Phosphate
    Operations   Properties
 2 5
      
    
    animal feed plants in Marseilles, Illinois; Weeping Water,
    Nebraska; and Joplin, Missouri;
    a technical and food grade phosphate plant in Cincinnati,
    Ohio; and
    a terminal facility at Morehead City, North Carolina.  PotashCorp 2010 Annual Report on
    Form 10-K  7




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##### Table of Contents



Plant Locations

Primary Products ProducedAurora, North Carolina

DAP, MAP, SPA, animal feed, liquid fertilizer, purified acid,
    merchant grade phosphoric acid (MGA), STF, HFSAWhite Springs,
    Florida(1)

SPA, MAP,
    MGA(2),

    animal feedCincinnati, Ohio

Blended purified acid productsGeismar,
    Louisiana(3)

MGAMarseilles, Illinois

Animal feedWeeping Water, Nebraska

Animal feedJoplin, Missouri

Animal feed    (1)
    In 2005, production of DFP at this location was suspended
    indefinitely.(2)
    All of the MGA is consumed internally in the production of
    downstream products.(3)
    In 2006, production of superphosphoric acid and ammonium
    polyphosphate products at this location was suspended
    indefinitely.   Production
             Phosphate Rock(Millions of tonnes)Annual


2010


2009


2008Capacity


Production


%
    P2O5


Production


%
    P2O5


Production


%
    P2O5Aurora, NC


6.0



4.068



27.29



4.198



27.36



4.027



27.35White Springs, FL


3.6



1.783



30.11



2.499



30.35



3.025



29.88Total


9.6



5.851







6.697







7.052    8 PotashCorp
    2010 Annual Report on Form 10-K




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##### Table of Contents



Phosphoric Acid(Millions of tonnes
    P2O5)Annual


2010


2009


2008Capacity


Production


Production


ProductionAurora, NC


1.202



1.146



0.932



1.054White Springs, FL


0.966



0.705



0.433



0.741Geismar, LA


0.202



0.136



0.140



0.147Total


2.370



1.987



1.505



1.942     Reserves
 2 5
    43-101,
  2 5
  Tonnes ofPhosphate Rock(Millions of tonnes)Stated Average Grade 30.66%
    P205Proven


Probable


TotalReserves


Reserves


ReservesAuroraPermitted



59.4



1.0



60.4To Be Permitted



53.8



6.8



60.6White SpringsPermitted



36.8







36.8To Be Permitted



3.6







3.6Total



153.6



7.8



161.4        Resources
   PotashCorp 2010 Annual Report on
    Form 10-K  9




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##### Table of Contents




    measured mineral resource  areas with mineral deposit
    continuity based on 50% of range drill hole distances
    (2,250 feet) in the geostatistical model;
    indicated mineral resource  areas with mineral
    deposit continuity based on at-range drill hole distances
    (4,500 feet) in the geostatistical model; and
    inferred mineral resource  areas with mineral deposit
    continuity based on 150% of range drill hole distances
    (6,750 feet) in the geostatistical model.      Mineral Resource (30.66%
    P205)(1)Measured

Indicated

InferredResource

Resource

Resource(Millions of

(Millions of

(Millions oftonnes

tonnes

tonnesin-place)

in-place)

in-place)Aurora



172.3



4.6



White Springs



76.3







    (1)
    Resources are different from Reserves and are not additive.
    Resources are defined as tonnes in situ before recovery factors
    have been applied.  43-101.
    
    existing reserve areas for ownership status and mining
    parameters;
    drill hole database;
    excluded reserve areas;
    the calculated area of drill hole influence; and
    input and output parameters for analysis in geostatistical
    three-dimensional modeling software developed by a third-party
    vendor. Nitrogen
    Operations   Properties
   Plant Locations

Nitrogen Products ProducedAugusta, Georgia

Ammonia, urea, nitric acid, ammonium nitrate and nitrogen
    solutionsGeismar,
    Louisiana(1)

Nitric acid and nitrogen solutionsLima, Ohio

Ammonia, urea, nitric acid and nitrogen solutionsPoint Lisas, Trinidad

Ammonia and urea    (1)
    Since 2003, we have not produced ammonia at Geismar. In February
    2011, we announced plans to resume ammonia production at our
    Geismar plant and we currently anticipate resuming ammonia
    production at Geismar in the 4th quarter of 2012.  Production
     Ammonia(1)(Millions of Tonnes)Annual


2010


2009


2008Capacity


Production


Production


ProductionTrinidad


2.177



2.194



1.858



1.785Augusta, GA


0.713



0.693



0.690



0.674Lima, OH


0.599



0.482



0.555



0.538Total


3.489



3.369



3.103



2.997    (1)
    A substantial portion is upgraded to value added products.  10 PotashCorp
    2010 Annual Report on Form 10-K




---



##### Table of Contents



Raw
    Materials
  Marketing   2010


2009


2008PotashCanada

$
138.5


$
64.0


$
150.6United States


1,315.4



538.3



1,353.1Canpotex(1)


1,272.6



613.7



2,257.1Other


274.1



99.8



307.3Total

$
3,000.6


$
1,315.8


$
4,068.1PhosphatesCanada

$
100.3


$
114.8


$
200.3United States


1,148.7



860.3



1,640.6PhosChem(1)


395.5



242.0



713.6Other


177.1



157.3



326.2Total

$
1,821.6


$
1,374.4


$
2,880.7NitrogenCanada

$
2.7


$
5.3


$
9.9United States


1,562.4



1,126.2



2,251.1Other


151.3



155.0



236.7Total

$
1,716.4


$
1,286.5


$
2,497.7    (1)
    See discussion below for information regarding Canpotex Limited
    (Canpotex) and Phosphate Chemicals Export
    Association, Inc. (PhosChem) sales.        US Webb-Pomerene Act,
  North
    American Marketing
     PotashCorp 2010 Annual Report on
    Form 10-K  11




---



##### Table of Contents



Offshore
    Marketing
       2010


2009


2008China


14%



6%



13%India


14



32



16Other Asian countries


41



43



39Latin America


25



13



25Other countries


6



6



7Total


100%



100%



100%      2 5
      2010


2009


2008India


58%



61%



57%China


2



1



Other Asian countries


9



9



11Latin America


20



19



21Other countries


11



10



11Total


100%



100%



100%    12 PotashCorp
    2010 Annual Report on Form 10-K




---



##### Table of Contents



Distribution and
    Transportation   Potash
    Products
       Phosphate
    Products
       Nitrogen
    Products
    Competition   PotashCorp 2010 Annual Report on
    Form 10-K  13




---



##### Table of Contents



just-in-time
   Employees     Collective BargainingPlant Location

Agreement Expiry DateAllan, Saskatchewan

April 30, 2011Cory, Saskatchewan

April 30, 2011Patience Lake, Saskatchewan

April 30, 2011Lanigan, Saskatchewan

January 31, 2012Rocanville, Saskatchewan

May 31, 2012Cincinnati, Ohio

November 1, 2015Lima, Ohio

October 1, 2012White Springs, Florida

December 2, 2013       Royalties and
    Certain Taxes The Mineral Taxation Act, 1983 The
    Corporation Capital Tax Act of Saskatchewan
    14 PotashCorp
    2010 Annual Report on Form 10-K




---



##### Table of Contents



Income
    Taxes
       
    In 2010, a current tax expense of $81.4 million and a
    future tax recovery of $45.7 million to adjust the 2009
    income tax provision to the income tax returns filed during 2010;
    In 2009, a future tax recovery of $119.2 million for a tax
    rate reduction resulting from an internal restructuring;
    A current tax recovery of $47.6 million in 2009 that
    related to an increase in permanent deductions in the US from
    prior years; and
    In 2009, a future tax expense of $24.4 million related to a
    functional currency election by the parent company for Canadian
    income tax purposes. Environmental
    Matters         Environmental
    Requirements, Permits and Regulatory Approvals
   Air Emissions.
  Climate Change.
  PotashCorp 2010 Annual Report on
    Form 10-K  15




---



##### Table of Contents



USEPA Phosphate Initiative.
  USEPA Clean Air Act Initiative.
  16 PotashCorp
    2010 Annual Report on Form 10-K




---



##### Table of Contents



Aurora Facility Permits.
  Florida Nutrient Rules for Water Quality.
  Asset
    Retirement Obligations
 clean-up
      PotashCorp 2010 Annual Report on
    Form 10-K  17




---



##### Table of Contents



Site
    Assessment and Remediation
 Comprehensive Environmental Response,
    Compensation and Liability Act of 1980
  clean-up
  Lakeland, Florida Location.
  Planters Property.
  Ward Superfund Site. and/or
  18 PotashCorp
    2010 Annual Report on Form 10-K




---



##### Table of Contents



Augusta, Georgia Location.
  White Springs Sinkhole.
  and/or
  Facility
    and Product Security
   PotashCorp 2010 Annual Report on
    Form 10-K  19




---



##### Table of Contents



Our Executive
    Officers   ServedName

Age


Since


Position HeldWilliam J. Doyle


60



1987


President and Chief Executive OfficerWayne R. Brownlee


58



1988


Executive Vice President, Treasurer and Chief Financial OfficerG. David Delaney


50



1997


Executive Vice President and Chief Operating OfficerRobert A. Jaspar


52



1997


Senior Vice President, Information TechnologyJoseph A. Podwika


48



1997


Senior Vice President, General Counsel and SecretaryStephen F. Dowdle


60



1999


President, PCS SalesGarth W. Moore


62



1982


President, PCS PotashThomas J. Regan,
    Jr.(1)


66



1995


President, PCS Phosphate and PCS NitrogenDaphne J. Arnason


55



1988


Vice President, Internal AuditKaren G.
    Chasez(2)


57



2000


Vice President, ProcurementJohn R.
    Hunt(3)


52



1997


Vice President, Safety, Health and EnvironmentLee M. Knafelc


43



1998


Vice President, Human Resources and AdministrationDenis A. Sirois


55



1978


Vice President and Corporate ControllerDenita C. Stann


42



2006


Vice President, Investor and Public Relations    (1)
    Mr. Regan is retiring effective March 1, 2011. Brent
    Heimann has been appointed to succeed Mr. Regan as
    President, PCS Phosphate and PCS Nitrogen.(2)
    Ms. Chasez is retiring effective March 1, 2011. Darryl
    Stann has been appointed to succeed Ms. Chasez as Vice
    President, Procurement.(3)
    Mr. Hunt is leaving the employment of the Company
    April 1, 2011. Mark Fracchia has been appointed to succeed
    Mr. Hunt as Vice President, Safety, Health and Environment.    Name

Dates of Service

Position HeldG. David Delaney

March 2000  July 2010

President, PCS SalesStephen F. Dowdle

December 2005  July 2010

Senior Vice President, Fertilizer Sales, PCS SalesThomas J. Regan, Jr.

August 1999  January 2007

President, PCS PhosphateLee M. Knafelc

April 2004  August 2007

Director, Industrial Relations & People DevelopmentSeptember 2007  December 2010

Senior Director, Human ResourcesDenita C. Stann

September 2006  December 2006

Manager, SustainabilityJanuary 2007  December 2008

Director, Investor RelationsJanuary 2009  December 2010

Senior Director, Investor Relations    Presentation of
    Financial Information Form 10-K.
  Form 10-K,
   Where You Can
    Find More Information 1-800-SEC-0330
  20 PotashCorp
    2010 Annual Report on Form 10-K




---



##### Table of Contents



http://www.sec.gov
  http://www.potashcorp.com, Form 10-K, Form 10-Q, Form 8-K, Securities Exchange Act of
    1934 Form 10-K.
 Item 1A. Risk
    Factors       Global
    demand for our products that differs from expectations could
    adversely affect the results of future operations.
     New
    product supply can create a structural market imbalance, which
    could reduce our profits.
     We
    rely heavily upon railcars, ocean freightliners, warehouse and
    port storage facilities to transport and distribute product to
    our customers.
 just-in-time
    PotashCorp 2010 Annual Report on
    Form 10-K  21




---



##### Table of Contents



The
    Company is subject to risks associated with international
    operations.
     Water
    inflows in our potash mines, or potash mines in which we have an
    interest, could result in increased costs and could lead to the
    abandonment of a mine, either of which could adversely affect
    the results of our operations.
 and/or
  The
    Company may be adversely affected by changing anti-trust laws to
    which it is subject.
   Strikes
    or other forms of work stoppage or slowdown could disrupt our
    business and lead to increased costs.
   Damage
    to our reputation could negatively affect our
    performance.
   Deliberate,
    malicious acts involving our products or facilities or
    downstream product mishaps may expose employees, contractors or
    the public to extensive injury, cause property damage or affect
    the Companys reputation.
   Increasing
    regulation of greenhouse gas emissions could impact our
    business.
   Other
    events may hurt our operating results.
   22 PotashCorp
    2010 Annual Report on Form 10-K




---



##### Table of Contents



Item 1B. Unresolved
    Staff Comments  Item 2. Properties  Item 3. Legal
    Proceedings  Antitrust
    Litigation
           Mosaic
    Litigation
   PotashCorp 2010 Annual Report on
    Form 10-K  23




---



##### Table of Contents



Form 10-Q
        BHP
    Litigation
   Shareholder
    Litigation
 Securities Exchange Act of 1934 Canada Business Corporations Act
  General
   Environmental
    Proceedings
  Item 4. Submission
    of Matters to a Vote of Security Holders   24 PotashCorp
    2010 Annual Report on Form 10-K




---



##### Table of Contents



Part II
   Item 5. Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities   three-for-one
  Form 10-K,
    Income Tax Act W-9 back-up Income Tax
    Act
  Securities Exchange Act of 1934
  (c) Total Number of

(d) Maximum Number(b) Average Price

Shares Purchased as Part

of Shares that May(a) Total Number of

Paid per

of Publicly Announced

Yet Be PurchasedPeriod

Shares Purchased

Share(1)

Programs(2)

Under the ProgramsOct. 1, 2010  Oct. 31, 2010


n/a



n/a



n/a



n/aNov. 1, 2010  Nov. 30, 2010


34,932,582



$47.22



34,932,582Dec. 1, 2010  Dec. 31, 2010


7,257,438



$47.40



42,190,020Total


42,190,020



$47.40



42,190,020    (1)
    Average price paid per share includes cash paid for commissions.(2)
    On November 16, 2010, the Company announced that its Board
    of Directors had approved a share repurchase program authorizing
    up to US$2 billion in repurchases of the Companys
    outstanding common shares through a normal course issuer bid.
    Purchasing under the program was permitted from
    November 18, 2010 until November 17, 2011. The Company
    completed the repurchase program by December 31, 2010. Item 6. Selected
    Financial Data   US GAAP

2010

2009(1)

2008(1)

2007(1)

2006(1)(In millions of US dollars, except per-share amounts)Net income


1,727.8



989.0



3,365.9



1,061.9



600.9Net income per share  basic


1.95



1.12



3.65



1.12



0.64Total assets


14,986.9



12,468.8



9,889.4



9,483.6



7,038.9Long-term obligations


3,755.9
(2)


3,356.2



1,758.0



1,358.3



1,339.8    (1)
    Corrected as described in Note 32 to the Companys
    consolidated financial statements.(2)
    Represents long-term debt obligations and does not include
    unamortized costs. (See Note 13 to the Companys
    consolidated financial statements for a description of such
    amounts.)  PotashCorp 2010 Annual Report on
    Form 10-K  25




---



##### Table of Contents



Item 7. Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Item 7A. Quantitative
    and Qualitative Disclosures About Market Risk  Item 8. Financial
    Statements and Supplementary Data  Item 9. Changes
    In and Disagreements With Accountants on Accounting and
    Financial Disclosure  Item 9A. Controls
    and Procedures Securities Exchange Act of 1934
   Item 9B. Other
    Information  Mine
    Safety Practices
     Section 1503
    of Dodd-Frank Wall Street Reform and Consumer Protection Act:
    Reporting Requirements Regarding Coal or Other Mine
    Safety
   26 PotashCorp
    2010 Annual Report on Form 10-K




---



##### Table of Contents



Year Ended December 31, 2010Aurora,


Weeping


WhiteNorth


Water,


Springs,Carolina


Nebraska


Florida(a)

the total number of alleged violations of mandatory health or
    safety standards that could significantly or substantially
    contribute to the cause and effect of a coal or other mine
    safety or health hazard under Section 104 of the Act for which a
    citation was received from the Mine Safety and Health
    Administration (MSHA);


5



2



9(b)

the total number of orders issued under Section 104(b) of the
    Act;


0



0



0(c)

the total number of citations received and orders issued under
    Section 104(d) of the Act for alleged unwarrantable failures of
    the Company to comply with mandatory health or safety standards;


0



0



0(d)

the total number of alleged flagrant violations under Section
    110(b)(2) of the Act;


0



0



0(e)

the total number of imminent danger orders issued under Section
    107(a) of the Act;


1



0



0(f)

the total dollar value of proposed assessments from the MSHA
    under the Act;

$
39,246.00
(1)

$
263.00


$
9,227.00(g)

the total number of mining-related fatalities; and


0



0



0(h)

the total number of legal actions pending before the Federal
    Mine Safety and


1



1



3Health Review Commission as of December 31, 2010.    (1)
    Of this amount, the Company has contested one proposed penalty
    of $33,400.      Three Months Ended December 31, 2010Aurora,


Weeping


WhiteNorth


Water,


Springs,Carolina


Nebraska


Florida(a)

the total number of alleged violations of mandatory health or
    safety standards that could significantly or substantially
    contribute to the cause and effect of a coal or other mine
    safety or health hazard under Section 104 of the Act for which a
    citation was received from the MSHA;


0



1



0(b)

the total number of orders issued under Section 104(b) of the
    Act;


0



0



0(c)

the total number of citations received and orders issued under
    Section 104(d) of the Act for alleged unwarrantable failures of
    the Company to comply with mandatory health or safety standards;


0



0



0(d)

the total number of alleged flagrant violations under Section
    110(b)(2) of the Act;


0



0



0(e)

the total number of imminent danger orders issued under Section
    107(a) of the Act;


0



0



0(f)

the total dollar value of proposed assessments from the MSHA
    under the Act;

$
1,550.00


$
0.00


$
3,757.00(g)

the total number of mining-related fatalities; and


0



0



0(h)

the total number of legal actions pending before the Federal
    Mine Safety and Health Review Commission as of December 31, 2010.


1



1



3        PotashCorp 2010 Annual Report on
    Form 10-K  27




---



##### Table of Contents



Part III
    Item 10. Directors,
    Executive Officers and Corporate Governance
 Form 10-K.
  http://www.potashcorp.com,
 Item 11. Executive
    Compensation  Item 12. Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Item 13. Certain
    Relationships and Related Transactions, and Director Independence  Item 14. Principal
    Accounting Fees and Services   28 PotashCorp
    2010 Annual Report on Form 10-K




---



##### Table of Contents



Part IV
   Item 15. Exhibits
    and Financial Statement Schedules
 List of Documents
    Filed as Part of this Report  1.
    Consolidated
    Financial Statements in Annual Report   Reports of Independent Registered Chartered Accountants


84-85Consolidated Statements of Financial Position


86Consolidated Statements of Operations and Retained Earnings


87Consolidated Statements of Cash Flow


88Consolidated Statements of Comprehensive Income


89Consolidated Statements of Accumulated Other Comprehensive Income


89Notes to the Consolidated Financial Statements


90-141   2.
    Schedules   REPORT OF
    INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
        Independent Registered Chartered Accountants
     PotashCorp 2010 Annual Report on
    Form 10-K  29




---



##### Table of Contents



Potash
    Corporation of Saskatchewan Inc.
    Schedule II  Valuation and Qualifying
    Accounts
    (in millions of US dollars)
    (audited)
  AdditionsBalance at


Charged toBeginning of


Costs and





Balance atDescription

Year


Expenses


Deductions


End of YearAllowance for doubtful trade accounts receivable2010


8.4



0.1



0.3



8.22009


7.7



1.3



0.6



8.42008


5.9



5.0



3.2



7.7Allowance for inventory valuation2010


16.9



2.2



10.2



8.92009


97.3



4.9



85.3



16.92008


6.3



93.1



2.1



97.3Allowance for deferred income tax assets2010


37.5



4.3



0.8



41.02009


72.9







35.4



37.52008


10.4



64.5



2.0



72.9    3.
    Exhibits Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

End Date

(if different)3(a)

Articles of Continuance of the registrant dated May 15, 2002.



10-Q



6/30/20023(b)

Bylaws of the registrant effective May 15, 2002.



10-Q



6/30/20024(a)

Term Credit Agreement between The Bank of Nova Scotia and other
    financial institutions and the registrant dated September 25,
    2001.



10-Q



9/30/20014(b)

Syndicated Term Credit Facility Amending Agreement between The
    Bank of Nova Scotia and other financial institutions and the
    registrant dated as of September 23, 2003.



10-Q



9/30/20034(c)

Syndicated Term Credit Facility Second Amending Agreement
    between The Bank of Nova Scotia and other financial institutions
    and the registrant dated as of September 21, 2004.



8-K



9/24/20044(d)

Syndicated Term Credit Facility Third Amending Agreement between
    The Bank of Nova Scotia and other financial institutions and the
    registrant dated as of September 20, 2005.



8-K



9/22/2005



4(a
)4(e)

Syndicated Term Credit Facility Fourth Amending Agreement
    between The Bank of Nova Scotia and other financial institutions
    and the registrant dated as of September 27, 2006.



10-Q



9/30/20064(f)

Syndicated Term Credit Facility Fifth Amending Agreement between
    the Bank of Nova Scotia and other financial institutions and the
    registrant dated as of October 19, 2007.



8-K



10/22/2007



4(a
)4(g)

Indenture dated as of June 16, 1997, between the registrant and
    The Bank of Nova Scotia Trust Company of New York.



8-K



6/18/1997



4(a
)4(h)

Indenture dated as of February 27, 2003, between the registrant
    and The Bank of Nova Scotia Trust Company of New York.



10-K



12/31/2002



4(c
)  30 PotashCorp
    2010 Annual Report on Form 10-K




---



##### Table of Contents



Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

End Date

(if different)4(i)

Form of Note relating to the registrants offering of
    $600,000,000 principal amount of 7.75% Notes due May 31,
    2011.



8-K



5/17/2001



44(j)

Form of Note relating to the registrants offering of
    $250,000,000 principal amount of 4.875% Notes due March 1,
    2013.



8-K



2/28/2003



44(k)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.875% Notes due December
    1, 2036.



8-K



11/30/2006



4(a
)4(l)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.25% Notes due May 15,
    2014.



8-K



5/1/2009



4(a
)4(m)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 6.50% Notes due May 15,
    2019.



8-K



5/1/2009



4(b
)4(n)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 3.75% Notes due September
    30, 2015.



8-K



9/25/2009



4(a
)4(o)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 4.875% Notes due March 30,
    2020.



8-K



9/25/2009



4(b
)4(p)

Revolving Term Credit Facility Agreement between The Bank of
    Nova Scotia and other financial institutions and the registrant
    dated December 11, 2009.



8-K



12/15/2009



4(a
)4(q)

Shareholder Rights Plan Agreement, dated August 16, 2010,
    between the registrant and CIBC Mellon Trust Company, as Rights
    Agent.



8-K/A



8/23/2010



4.14(r)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 3.25% Notes due December
    1, 2017.



8-K



11/29/2010



4(a
)4(s)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.625% Notes due December
    1, 2040.



8-K



11/29/2010



4(b
)     Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

End Date

(if different)10(a)

Sixth Voting Agreement dated April 22, 1978, between Central
    Canada Potash, Division of Noranda, Inc., Cominco Ltd.,
    International Minerals and Chemical Corporation (Canada)
    Limited, PCS Sales and Texasgulf Inc.


F-1
    (File No.
    33-31303)


9/28/1989



10(f
)10(b)

Canpotex Limited Shareholders Seventh Memorandum of Agreement
    effective April 21, 1978, between Central Canada Potash,
    Division of Noranda Inc., Cominco Ltd., International Minerals
    and Chemical Corporation (Canada) Limited, PCS Sales, Texasgulf
    Inc. and Canpotex Limited as amended by Canpotex S&P
    amending agreement dated November 4, 1987.


F-1
    (File No.
    33-31303)


9/28/1989



10(g
)10(c)

Producer Agreement dated April 21, 1978, between Canpotex
    Limited and PCS Sales.


F-1
    (File No.
    33-31303)


9/28/1989



10(h
)10(d)

Canpotex/PCS Amending Agreement, dated as of October 1, 1992.


10-K


12/31/1995



10(f
)10(e)

Canpotex PCA Collateral Withdrawing/PCS Amending Agreement,
    dated as of October 7, 1993.


10-K


12/31/1995



10(g
)10(f)

Canpotex Producer Agreement amending agreement dated as of July
    1, 2002.


10-Q


6/30/2004



10(g
)10(g)

Esterhazy Restated Mining and Processing Agreement dated January
    31, 1978, between International Minerals & Chemical
    Corporation (Canada) Limited and the registrants
    predecessor.


F-1
    (File No.
    33-31303)


9/28/1989



10(e
)  PotashCorp 2010 Annual Report on
    Form 10-K  31




---



##### Table of Contents



Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

End Date

(if different)10(h)

Agreement dated December 21, 1990, between International
    Minerals & Chemical Corporation (Canada) Limited and the
    registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978.


10-K


12/31/1990



10(p
)10(i)

Agreement effective August 27, 1998, between International
    Minerals & Chemical (Canada) Global Limited and the
    registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978 (as amended).


10-K


12/31/1998



10(l
)10(j)

Agreement effective August 31, 1998, among International
    Minerals & Chemical (Canada) Global Limited, International
    Minerals & Chemical (Canada) Limited Partnership and the
    registrant assigning the interest in the Esterhazy Restated
    Mining and Processing Agreement dated January 31, 1978 (as
    amended) held by International Minerals & Chemical (Canada)
    Global Limited to International Minerals & Chemical
    (Canada) Limited Partnership.


10-K


12/31/1998



10(m
)10(k)

Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Directors, as amended.


10-K


12/31/2006



10(l
)10(l)

Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Officers and Employees, as amended.


10-K


12/31/2006



10(m
)10(m)

Short-Term Incentive Plan of the registrant effective
    January 1, 2000, as amended.


10-Q


9/30/200910(n)

Resolution and Forms of Agreement for Supplemental Executive
    Retirement Income Plan, for officers and key employees of the
    registrant.


10-K


12/31/1995



10(o
)10(o)

Amending Resolution and revised forms of agreement regarding
    Supplemental Retirement Income Plan of the registrant.


10-Q


6/30/1996



10(x
)10(p)

Amended and restated Supplemental Executive Retirement Income
    Plan of the registrant and text of amendment to existing
    supplemental income plan agreements.


10-Q


9/30/2000



10(mm
)10(q)

Amendment, dated February 23, 2009, to the amended and restated
    Supplemental Executive Retirement Income Plan.


10-K


12/31/2008



10(r
)10(r)

Amendment, dated December 29, 2010, to the amended and restated
    Supplemental Executive Retirement Income Plan.10(s)

Form of Letter of amendment to existing supplemental income plan
    agreements of the registrant.


10-K


12/31/2002



10(cc
)10(t)

Amended and restated agreement dated February 20, 2007, between
    the registrant and William J. Doyle concerning the Supplemental
    Executive Retirement Income Plan.


10-K


12/31/2006



10(s
)10(u)

Amendment, dated December 24, 2008, to the amended and restated
    agreement, dated February 20, 2007, between the registrant and
    William J. Doyle concerning the Supplemental Executive
    Retirement Income Plan.


10-K


12/31/2008



10(u
)10(v)

Amendment, dated February 23, 2009, to the amended and restated
    agreement, dated February 20, 2007, between the registrant and
    William J. Doyle concerning the Supplemental Executive
    Retirement Income Plan.


10-K


12/31/2008



10(v
)10(w)

Amendment, dated February 23, 2009, to the amended and restated
    agreement, dated August 2, 1996, between the registrant and
    Wayne R. Brownlee concerning the Supplemental Executive
    Retirement Income Plan.


10-K


12/31/2008



10(w
)10(x)

Amendment, dated February 23, 2009, to the amended and restated
    agreement, dated August 2, 1996, between the registrant and
    Garth W. Moore concerning the Supplemental Executive Retirement
    Income Plan.


10-K


12/31/2008



10(x
)  32 PotashCorp
    2010 Annual Report on Form 10-K




---



##### Table of Contents



Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

End Date

(if different)10(y)

Amendment, dated December 29, 2010, to the amended and
    restated agreement, dated February 20, 2007, between the
    registrant and William J. Doyle concerning the Supplemental
    Executive Retirement Income Plan.10(z)

Amendment, dated December 29, 2010, to the amended and
    restated agreement, dated August 2, 1996, between the registrant
    and Wayne R. Brownlee concerning the Supplemental Executive
    Retirement Income Plan.10(aa)

Amendment, dated December 29, 2010, to the amended and
    restated agreement, dated August 2, 1996, between the registrant
    and Garth W. Moore concerning the Supplemental Executive
    Retirement Income Plan.10(bb)

Supplemental Retirement Benefits Plan for U.S. Executives dated
    effective January 1, 1999.


10-Q


6/30/2002



10(aa
)10(cc)

Amendment No. 1, dated December 24, 2008, to the Supplemental
    Retirement Plan for U.S. Executives.


10-K


12/31/2008



10(z
)10(dd)

Amendment No. 2, dated February 23, 2009, to the Supplemental
    Retirement Plan for U.S. Executives.


10-K


12/31/2008



10(aa
)10(ee)

Forms of Agreement dated December 30, 1994, between the
    registrant and certain officers of the registrant.


10-K


12/31/1995



10(p
)10(ff)

Amendment, dated December 31, 2010, to the Agreement, dated
    December 30, 1994 between the registrant and William J. Doyle.10(gg)

Form of Agreement of Indemnification dated August 8, 1995,
    between the registrant and certain officers and directors of the
    registrant.


10-K


12/31/1995



10(q
)10(hh)

Resolution and Form of Agreement of Indemnification dated
    January 24, 2001.


10-K


12/31/2000



10(ii
)10(ii)

Resolution and Form of Agreement of Indemnification 
    July 21, 2004.


10-Q


6/30/2004



10(ii
)10(jj)

Chief Executive Officer Medical and Dental Benefits.10(kk)

Deferred Share Unit Plan for Non-Employee Directors, as amended.


10-Q


3/31/2008



10(bb
)10(ll)

U.S. Participant Addendum No. 1 to the Deferred Share Unit Plan
    for Non-Employee Directors.


10-K


12/31/2008



10(jj
)10(mm)

Potash Corporation of Saskatchewan Inc. 2005 Performance Option
    Plan and Form of Option Agreement, as amended.


10-K


12/31/2006



10(cc
)10(nn)

Potash Corporation of Saskatchewan Inc. 2006 Performance Option
    Plan and Form of Option Agreement, as amended.


10-K


12/31/2006



10(dd
)10(oo)

Potash Corporation of Saskatchewan Inc. 2007 Performance Option
    Plan and Form of Option Agreement.


10-Q


3/31/2007



10(ee
)10(pp)

Potash Corporation of Saskatchewan Inc. 2008 Performance Option
    Plan and Form of Option Agreement.


10-Q


3/31/2008



10(ff
)10(qq)

Potash Corporation of Saskatchewan Inc. 2009 Performance Option
    Plan and Form of Option Agreement.


10-Q


3/31/2009



10(mm
)10(rr)

Potash Corporation of Saskatchewan Inc. 2010 Performance Option
    Plan and Form of Option Agreement.


8-K


5/7/2010



10.110(ss)

Medium-Term Incentive Plan of the registrant effective
    January 1, 2009.


10-K


12/31/2008



10(qq
)11

Statement re Computation of Per Share Earnings.12

Computation of Ratio of Earnings to Fixed Charges.13

2010 Financial Review Annual Report. The 2010 Financial Review
    Annual Report, except for those portions that are expressly
    incorporated by reference, is furnished for the information of
    the Commission and is not to be deemed filed as part
    of or otherwise form part of this filing.  PotashCorp 2010 Annual Report on
    Form 10-K  33




---



##### Table of Contents



Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

End Date

(if different)21

Subsidiaries of the registrant.23

Consent of Deloitte & Touche LLP.31(a)

Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.31(b)

Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.32

Certification pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.99(a)

2011 Notice of Meeting, Proxy Circular and Form of Proxy. The
    2011 Notice of Meeting, Proxy Circular and Form of Proxy, except
    for those portions thereof that are expressly incorporated by
    reference, are furnished for the information of the Commission
    and are not to be deemed filed as part of or
    otherwise form part of this filing.99(b)

2010 Summary Accountability Report. The 2010 Summary
    Accountability Report is furnished for the information of the
    Commission and is not to be deemed filed as part of
    or otherwise form part of this filing.   34 PotashCorp
    2010 Annual Report on Form 10-K




---



##### Table of Contents



Signatures
   Securities Exchange Act of 1934
    By:
    /s/  WILLIAM
    J. DOYLE   President and Chief Executive Officer
 February 25, 2011
  Securities Exchange Act
    of 1934
  Signature

Title

Date/s/  Dallas
    J. HoweDallas
    J. Howe

Chair of the Board

February 25, 2011/s/  Wayne
    R. BrownleeWayne
    R. Brownlee

Executive Vice President, Treasurer and Chief Financial
    Officer
    (Principal financial and accounting officer)

February 25, 2011/s/  William
    J. DoyleWilliam
    J. Doyle

President and Chief Executive Officer and Director (Principal
    executive officer)

February 25, 2011/s/  Christopher
    M. BurleyChristopher
    M. Burley

Director

February 25, 2011/s/  John
    W. EsteyJohn
    W. Estey

Director

February 25, 2011/s/  C.
    Steven HoffmanC.
    Steven Hoffman

Director

February 25, 2011/s/  Alice
    D. LabergeAlice
    D. Laberge

Director

February 25, 2011/s/  Keith
    G. MartellKeith
    G. Martell

Director

February 25, 2011/s/  Jeffrey
    J. McCaigJeffrey
    J. McCaig

Director

February 25, 2011/s/  Mary
    MogfordMary
    Mogford

Director

February 25, 2011/s/  Paul
    J. SchoenhalsPaul
    J. Schoenhals

Director

February 25, 2011/s/  E.
    Robert Stromberg, Q.C.E.
    Robert Stromberg, Q.C.

Director

February 25, 2011/s/  Elena
    Viyella de PalizaElena
    Viyella de Paliza

Director

February 25, 2011   PotashCorp 2010 Annual Report on
    Form 10-K  35




---



##### Table of Contents



EXHIBIT INDEX Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

End Date

(if different)3(a)

Articles of Continuance of the registrant dated May 15, 2002.



10-Q



6/30/20023(b)

Bylaws of the registrant effective May 15, 2002.



10-Q



6/30/20024(a)

Term Credit Agreement between The Bank of Nova Scotia and other
    financial institutions and the registrant dated September 25,
    2001.



10-Q



9/30/20014(b)

Syndicated Term Credit Facility Amending Agreement between The
    Bank of Nova Scotia and other financial institutions and the
    registrant dated as of September 23, 2003.



10-Q



9/30/20034(c)

Syndicated Term Credit Facility Second Amending Agreement
    between The Bank of Nova Scotia and other financial institutions
    and the registrant dated as of September 21, 2004.



8-K



9/24/20044(d)

Syndicated Term Credit Facility Third Amending Agreement between
    The Bank of Nova Scotia and other financial institutions and the
    registrant dated as of September 20, 2005.



8-K



9/22/2005



4(a
)4(e)

Syndicated Term Credit Facility Fourth Amending Agreement
    between The Bank of Nova Scotia and other financial institutions
    and the registrant dated as of September 27, 2006.



10-Q



9/30/20064(f)

Syndicated Term Credit Facility Fifth Amending Agreement between
    the Bank of Nova Scotia and other financial institutions and the
    registrant dated as of October 19, 2007.



8-K



10/22/2007



4(a
)4(g)

Indenture dated as of June 16, 1997, between the registrant and
    The Bank of Nova Scotia Trust Company of New York.



8-K



6/18/1997



4(a
)4(h)

Indenture dated as of February 27, 2003, between the registrant
    and The Bank of Nova Scotia Trust Company of New York.



10-K



12/31/2002



4(c
)




---



##### Table of Contents



Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

End Date

(if different)4(i)

Form of Note relating to the registrants offering of
    $600,000,000 principal amount of 7.75% Notes due May 31,
    2011.



8-K



5/17/2001



44(j)

Form of Note relating to the registrants offering of
    $250,000,000 principal amount of 4.875% Notes due March 1,
    2013.



8-K



2/28/2003



44(k)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.875% Notes due December
    1, 2036.



8-K



11/30/2006



4(a
)4(l)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.25% Notes due May 15,
    2014.



8-K



5/1/2009



4(a
)4(m)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 6.50% Notes due May 15,
    2019.



8-K



5/1/2009



4(b
)4(n)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 3.75% Notes due September
    30, 2015.



8-K



9/25/2009



4(a
)4(o)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 4.875% Notes due March 30,
    2020.



8-K



9/25/2009



4(b
)4(p)

Revolving Term Credit Facility Agreement between The Bank of
    Nova Scotia and other financial institutions and the registrant
    dated December 11, 2009.



8-K



12/15/2009



4(a
)4(q)

Shareholder Rights Plan Agreement, dated August 16, 2010,
    between the registrant and CIBC Mellon Trust Company, as Rights
    Agent.



8-K/A



8/23/2010



4.14(r)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 3.25% Notes due December
    1, 2017.



8-K



11/29/2010



4(a
)4(s)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.625% Notes due December
    1, 2040.



8-K



11/29/2010



4(b
)     Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

End Date

(if different)10(a)

Sixth Voting Agreement dated April 22, 1978, between Central
    Canada Potash, Division of Noranda, Inc., Cominco Ltd.,
    International Minerals and Chemical Corporation (Canada)
    Limited, PCS Sales and Texasgulf Inc.


F-1
    (File No.
    33-31303)


9/28/1989



10(f
)10(b)

Canpotex Limited Shareholders Seventh Memorandum of Agreement
    effective April 21, 1978, between Central Canada Potash,
    Division of Noranda Inc., Cominco Ltd., International Minerals
    and Chemical Corporation (Canada) Limited, PCS Sales, Texasgulf
    Inc. and Canpotex Limited as amended by Canpotex S&P
    amending agreement dated November 4, 1987.


F-1
    (File No.
    33-31303)


9/28/1989



10(g
)10(c)

Producer Agreement dated April 21, 1978, between Canpotex
    Limited and PCS Sales.


F-1
    (File No.
    33-31303)


9/28/1989



10(h
)10(d)

Canpotex/PCS Amending Agreement, dated as of October 1, 1992.


10-K


12/31/1995



10(f
)10(e)

Canpotex PCA Collateral Withdrawing/PCS Amending Agreement,
    dated as of October 7, 1993.


10-K


12/31/1995



10(g
)10(f)

Canpotex Producer Agreement amending agreement dated as of July
    1, 2002.


10-Q


6/30/2004



10(g
)10(g)

Esterhazy Restated Mining and Processing Agreement dated January
    31, 1978, between International Minerals & Chemical
    Corporation (Canada) Limited and the registrants
    predecessor.


F-1
    (File No.
    33-31303)


9/28/1989



10(e
)




---



##### Table of Contents



Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

End Date

(if different)10(h)

Agreement dated December 21, 1990, between International
    Minerals & Chemical Corporation (Canada) Limited and the
    registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978.


10-K


12/31/1990



10(p
)10(i)

Agreement effective August 27, 1998, between International
    Minerals & Chemical (Canada) Global Limited and the
    registrant, amending the Esterhazy Restated Mining and
    Processing Agreement dated January 31, 1978 (as amended).


10-K


12/31/1998



10(l
)10(j)

Agreement effective August 31, 1998, among International
    Minerals & Chemical (Canada) Global Limited, International
    Minerals & Chemical (Canada) Limited Partnership and the
    registrant assigning the interest in the Esterhazy Restated
    Mining and Processing Agreement dated January 31, 1978 (as
    amended) held by International Minerals & Chemical (Canada)
    Global Limited to International Minerals & Chemical
    (Canada) Limited Partnership.


10-K


12/31/1998



10(m
)10(k)

Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Directors, as amended.


10-K


12/31/2006



10(l
)10(l)

Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Officers and Employees, as amended.


10-K


12/31/2006



10(m
)10(m)

Short-Term Incentive Plan of the registrant effective January 1, 2000, as amended.


10-Q


9/30/200910(n)

Resolution and Forms of Agreement for Supplemental Executive
    Retirement Income Plan, for officers and key employees of the
    registrant.


10-K


12/31/1995



10(o
)10(o)

Amending Resolution and revised forms of agreement regarding
    Supplemental Retirement Income Plan of the registrant.


10-Q


6/30/1996



10(x
)10(p)

Amended and restated Supplemental Executive Retirement Income
    Plan of the registrant and text of amendment to existing
    supplemental income plan agreements.


10-Q


9/30/2000



10(mm
)10(q)

Amendment, dated February 23, 2009, to the amended and restated
    Supplemental Executive Retirement Income Plan.


10-K


12/31/2008



10(r
)10(r)

Amendment, dated December 29, 2010, to the amended and restated
    Supplemental Executive Retirement Income Plan.10(s)

Form of Letter of amendment to existing supplemental income plan
    agreements of the registrant.


10-K


12/31/2002



10(cc
)10(t)

Amended and restated agreement dated February 20, 2007, between
    the registrant and William J. Doyle concerning the Supplemental
    Executive Retirement Income Plan.


10-K


12/31/2006



10(s
)10(u)

Amendment, dated December 24, 2008, to the amended and restated
    agreement, dated February 20, 2007, between the registrant and
    William J. Doyle concerning the Supplemental Executive
    Retirement Income Plan.


10-K


12/31/2008



10(u
)10(v)

Amendment, dated February 23, 2009, to the amended and restated
    agreement, dated February 20, 2007, between the registrant and
    William J. Doyle concerning the Supplemental Executive
    Retirement Income Plan.


10-K


12/31/2008



10(v
)10(w)

Amendment, dated February 23, 2009, to the amended and restated
    agreement, dated August 2, 1996, between the registrant and Wayne
    R. Brownlee concerning the Supplemental Executive Retirement
    Income Plan.


10-K


12/31/2008



10(w
)10(x)

Amendment, dated February 23, 2009, to the amended and restated
    agreement, dated August 2, 1996, between the registrant and
    Garth W. Moore concerning the Supplemental Executive Retirement
    Income Plan.


10-K


12/31/2008



10(x
)




---



##### Table of Contents



Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

End Date

(if different)10(y)

Amendment, dated December 29, 2010, to the amended and
    restated agreement, dated February 20, 2007, between the
    registrant and William J. Doyle concerning the Supplemental
    Executive Retirement Income Plan.10(z)

Amendment, dated December 29, 2010, to the amended and
    restated agreement, dated August 2, 1996, between the registrant
    and Wayne R. Brownlee concerning the Supplemental Executive
    Retirement Income Plan.10(aa)

Amendment, dated December 29, 2010, to the amended and
    restated agreement, dated August 2, 1996, between the registrant
    and Garth W. Moore concerning the Supplemental Executive
    Retirement Income Plan.10(bb)

Supplemental Retirement Benefits Plan for U.S. Executives dated
    effective January 1, 1999.


10-Q


6/30/2002



10(aa
)10(cc)

Amendment No. 1, dated December 24, 2008, to the Supplemental
    Retirement Plan for U.S. Executives.


10-K


12/31/2008



10(z
)10(dd)

Amendment No. 2, dated February 23, 2009, to the Supplemental
    Retirement Plan for U.S. Executives.


10-K


12/31/2008



10(aa
)10(ee)

Forms of Agreement dated December 30, 1994, between the
    registrant and certain officers of the registrant.


10-K


12/31/1995



10(p
)10(ff)

Amendment, dated December 31, 2010, to the Agreement, dated
    December 30, 1994 between the registrant and William J. Doyle.10(gg)

Form of Agreement of Indemnification dated August 8, 1995,
    between the registrant and certain officers and directors of the
    registrant.


10-K


12/31/1995



10(q
)10(hh)

Resolution and Form of Agreement of Indemnification dated
    January 24, 2001.


10-K


12/31/2000



10(ii
)10(ii)

Resolution and Form of Agreement of Indemnification 
    July 21, 2004.


10-Q


6/30/2004



10(ii
)10(jj)

Chief Executive Officer Medical and Dental Benefits.10(kk)

Deferred Share Unit Plan for Non-Employee Directors, as amended.


10-Q


3/31/2008



10(bb
)10(ll)

U.S. Participant Addendum No. 1 to the Deferred Share Unit Plan
    for Non-Employee Directors.


10-K


12/31/2008



10(jj
)10(mm)

Potash Corporation of Saskatchewan Inc. 2005 Performance Option
    Plan and Form of Option Agreement, as amended.


10-K


12/31/2006



10(cc
)10(nn)

Potash Corporation of Saskatchewan Inc. 2006 Performance Option
    Plan and Form of Option Agreement, as amended.


10-K


12/31/2006



10(dd
)10(oo)

Potash Corporation of Saskatchewan Inc. 2007 Performance Option
    Plan and Form of Option Agreement.


10-Q


3/31/2007



10(ee
)10(pp)

Potash Corporation of Saskatchewan Inc. 2008 Performance Option
    Plan and Form of Option Agreement.


10-Q


3/31/2008



10(ff
)10(qq)

Potash Corporation of Saskatchewan Inc. 2009 Performance Option
    Plan and Form of Option Agreement.


10-Q


3/31/2009



10(mm
)10(rr)

Potash Corporation of Saskatchewan Inc. 2010 Performance Option
    Plan and Form of Option Agreement.


8-K


5/7/2010



10.110(ss)

Medium-Term Incentive Plan of the registrant effective January 1, 2009.


10-K


12/31/2008



10(qq
)11

Statement re Computation of Per Share Earnings.12

Computation of Ratio of Earnings to Fixed Charges.13

2010 Financial Review Annual Report. The 2010 Financial Review
    Annual Report, except for those portions that are expressly
    incorporated by reference, is furnished for the information of
    the Commission and is not to be deemed filed as part
    of or otherwise form part of this filing.




---



##### Table of Contents



Incorporated By ReferenceExhibit






Filing Date/Period

Exhibit NumberNumber

Description of Document


Form

End Date

(if different)21

Subsidiaries of the registrant.23

Consent of Deloitte & Touche LLP.31(a)

Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.31(b)

Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.32

Certification pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.99(a)

2011 Notice of Meeting, Proxy Circular and Form of Proxy. The
    2011 Notice of Meeting, Proxy Circular and Form of Proxy, except
    for those portions thereof that are expressly incorporated by
    reference, are furnished for the information of the Commission
    and are not to be deemed filed as part of or
    otherwise form part of this filing.99(b)

2010 Summary Accountability Report. The 2010 Summary
    Accountability Report is furnished for the information of the
    Commission and is not to be deemed filed as part of
    or otherwise form part of this filing.