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Exhibit 10(m)
 POTASH CORPORATION OF SASKATCHEWAN INC.
STOCK OPTION PLAN  OFFICERS AND EMPLOYEES
 1.
    
    Purpose of PlanPotash Corporation of Saskatchewan Inc. (the Corporation) by resolution of its Board of
Directors (the Board) has established this Plan to encourage officers and employees of the
Corporation and its subsidiaries to promote the growth and profitability of the Corporation
by providing them with the opportunity through options to acquire Common Shares of the
Corporation (Common Shares).2.
    
    AdministrationThis Plan shall be administered by the Board.3.
    
    Grant of OptionsFrom time to time the Board may designate individual officers and employees of the
Corporation and its subsidiaries eligible to be granted options to purchase Common Shares
and the number of Common Shares which each such person will be granted an option to
purchase; provided that the aggregate number of Common Shares subject to such options may
not exceed the number provided for in paragraph 4 of this Plan.4.
    
    Shares Subject to OptionThe aggregate number of Common Shares issuable after February 3, 1998 pursuant to options
under this Plan may not exceed 6,926,125 shares. The number of Common Shares issuable
pursuant to options under this Plan shall be subject to adjustment under paragraphs 8 and 9.The aggregate number of Common Shares in respect of which options have been granted to any
one person and which remain outstanding shall not at any time exceed 5% of the number of
issued and outstanding Common Shares (on a non-diluted basis) at that time.If any option granted under this Plan, or any portion thereof, expires or terminates for any
reason without having been exercised in full, the Common Shares with respect to which such
option has not been exercised shall again be available for further options under this Plan.




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5.
    
    Option PriceThe option price under this Plan to any optionee shall be fixed by the Board when the option
is granted and shall be not less than the fair market value of the Common Shares at such
time which, for optionees resident in the United States and any other optionees designated
by the Board, shall be deemed to be the closing price per share of the Common Shares on the
New York Stock Exchange on the last trading day immediately preceding the day the option is
granted and, for all other optionees, shall be deemed to be the closing price per share of
the Common Shares on The Toronto Stock Exchange on the last trading day immediately
preceding the day the option is granted; provided that, in either case, if the Common Shares
did not trade on such exchange on such day the option price shall be the closing price per
share on such exchange on the last day on which the Common Shares traded on such exchange
prior to the day the option is granted.6.
    
    Terms of OptionThe period during which an option is exercisable may not exceed 10 years from the date the
option is granted, and the option agreement may contain provisions limiting the number of
Common Shares with respect to which the option may be exercised in any one year. Each
option agreement shall contain provisions to the effect that:
 a.
    
    if the employment of an optionee as an officer or employee of the Corporation
or a subsidiary terminates, by reason of his or her death, or if an optionee who is a
retiree pursuant to clause b below dies, the legal personal representatives of the
optionee will be entitled to exercise any unexercised options, including such options
that may vest after the date of death, during the period ending at the end of the
twelfth calendar month following the calendar month in which the optionee dies, failing
which exercise the options terminate;b.
    
    subject to the terms of clause a above, if the employment of an optionee as an
officer or employee of the Corporation or a subsidiary terminates, by reason of
retirement in accordance with the then prevailing retirement policy of the Corporation
or subsidiary, the optionee will be entitled to exercise any unexercised options,
including such options as may vest after the date of retirement, until the expiry date
of such options or the date on which such options are otherwise terminated in
accordance with the provisions of this Plan, failing which exercise the options
terminate. Notwithstanding the foregoing, the Board may, at the time of grant,
prescribe such shorter period of time for exercise following retirement as it deems
appropriate;c.
    
    if the employment of an optionee as an officer or employee of the Corporation
or a subsidiary terminates, for any reason other than as provided in the preceding
clauses a or b, the optionee will be entitled to exercise any unexercised options, to
the extent exercisable at the date of such event, during the period ending at the end
of the calendar month immediately following the calendar month in which the event
occurs, failing which exercise the options terminate.




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For greater certainty and for these purposes, an optionees employment with the
Corporation or a subsidiary shall be considered to have terminated effective on the
last day of the optionees actual and active employment with the Corporation or
subsidiary whether such day is selected by agreement with the optionee or
unilaterally by the Corporation or subsidiary and whether with or without advance
notice to the optionee. For the avoidance of doubt, no period of notice that is
given or ought to have been given under applicable law in respect of such
termination of employment will be utilized in determining an optionees entitlement
under the Plan; andd.
    
    each option is personal to the optionee and is not assignable, except (i) as
provided in the preceding clause a, and (ii) at the election of the Board, an option
may be assignable to the spouse, children and grandchildren of the original optionee
and to a trust, partnership or limited liability company, the entire beneficial
interest of which is held by one or more of the foregoing.
 Nothing contained in the preceding clauses a, b, or c shall extend the period during which
an option may be exercised beyond its stipulated expiry date or the date on which it is
otherwise terminated in accordance with the provisions of this Plan.If an option is assigned pursuant to the preceding subclause (ii) of clause d, the
references in the preceding clauses a, b and c to the termination of employment or death of
an optionee shall not relate to the assignee of an option but shall relate to the original
optionee. In the event of such assignment, legal personal representatives of the original
optionee shall not be entitled to exercise the assigned option, but the assignee of the
option or the legal personal representatives of the assignee may exercise the option during
the applicable specified period.7.
    
    Exercise of OptionsSubject to the provisions of this Plan, an option may be exercised from time to time by
delivering to the Corporation at its registered office a written notice of exercise
specifying the number of shares with respect to which the option is being exercised and
accompanied by payment in cash or certified cheque in full of the purchase price of the
shares then being purchased.8.
    
    AdjustmentsAppropriate adjustments to the authorized limits set forth in paragraph 4, in the
number, class and/or type of shares optioned and in the option price per share, both as to
options granted or to be granted, shall be made by the Board to give effect to adjustments
in the number of Common Shares which result from subdivisions, consolidations or
reclassifications of the Common Shares, the payment of share dividends by the Corporation,
the reconstruction, reorganization or recapitalization of the Corporation or other relevant
changes in the capital of the Corporation. If the Corporation sells all or substantially
all of its assets as an entirety or substantially as an entirety, options under this Plan
may be exercised, in whole or in part, at any time up to and
including (but not after) a date 30 days following the date of completion of such sales or
prior to the close of business on the date the option expires, whichever is earlier.




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9.
    
    MergersIf the Corporation proposes to amalgamate or merge with another body corporate, the
Corporation shall give written notice thereof to optionees in sufficient time to enable them
to exercise outstanding options, to the extent they are otherwise exercisable by their
terms, prior to the effective date of such amalgamation or merger if they so elect. The
Corporation shall use its best efforts to provide for the reservation and issuance by the
amalgamated or continuing corporation of an appropriate number of shares, with appropriate
adjustments, so as to give effect to the continuance of the options to the extent reasonably
practicable. In the event that the Board determines in good faith that such continuance is
not in the circumstances practicable, it may upon 30 days notice to optionees terminate the
options.10.
    
    Change of ControlIf a change of control of the Corporation occurs, each then outstanding option granted
under this Plan may be exercised, in whole or in part, even if such option is not otherwise
exercisable by its terms. For purposes of this paragraph 10, a change of control of the
Corporation shall be deemed to have occurred if:
 a.
    
    within any period of two consecutive years, individuals who at the beginning of
such period constituted the Board and any new directors whose appointment by the Board
or nomination for election by shareholders of the Corporation was approved by a vote of
at least a majority of the directors then still in office who either were directors at
the beginning of the period or whose appointment or nomination for election was
previously so approved, cease for any reason to constitute a majority of the Board;b.
    
    there occurs an amalgamation, merger, consolidation, wind-up, reorganization or
restructuring of the Corporation with or into any other entity, or a similar event or
series of such events, other than any such event or series of events which results in
securities of the surviving or consolidated corporation representing 50% or more of the
combined voting power of the surviving or consolidated corporations then outstanding
securities entitled to vote in the election of directors of the surviving or
consolidated corporation being beneficially owned, directly or indirectly, by the
persons who were the holders of the Corporations outstanding securities entitled to
vote in the election of directors of the Corporation prior to such event or series of
events in substantially the same proportions as their ownership immediately prior to
such event of the Corporations then outstanding securities entitled to vote in the
election of directors of the Corporation;c.
    
    50% or more of the fixed assets (based on book value as shown on the most recent
available audited annual or unaudited quarterly consolidated financial statements) of
the Corporation are sold or otherwise disposed of (by liquidation, dissolution,
dividend or otherwise) in one transaction or series of transactions within any twelve
month period;




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d.
    
    any party, including persons acting jointly or in concert with that party,
becomes (through a take-over bid or otherwise) the beneficial owner, directly or
indirectly, of securities of the Corporation representing 20% or more of the combined
voting power of the Corporations then outstanding securities entitled to vote in the
election of directors of the Corporation, unless in any particular situation the Board
determines in advance of such event that such event shall not constitute a change of
control; ore.
    
    the Board approves and/or recommends that shareholders accept, approve or adopt
any transaction that would constitute a change of control under clause b, c or d above.
 11.
    
    Amendment or Discontinuance of this PlanThe Board may amend or discontinue the Plan at any time, without obtaining the approval of
shareholders of the Corporation unless required by the relevant rules of the Toronto Stock
Exchange, provided that, subject to paragraphs 8, 9, and 10, no such amendment may increase
the aggregate maximum number of Common Shares that may be subject to stock options under
this Plan, change the manner of determining the minimum option price, extend the option
period under any option beyond 10 years, expand the assignment provisions of the Plan,
permit non-employee directors to participate in the Plan or, without the consent of the
holder of the option, alter or impair any option previously granted to an optionee under
this Plan; and, provided further, for greater certainty, that, without the prior approval of
the Corporations shareholders, stock options issued under this Plan shall not be repriced,
replaced, or regranted through cancellation, or by lowering the option price of a previously
granted stock option. Pre-clearance of the Toronto Stock Exchange of amendments to the Plan
will be required to the extent provided under the relevant rules of the Toronto Stock
Exchange.12.
    
    Evidence of OptionsEach option granted under this Plan shall be embodied in a written option agreement between
the Corporation and the optionee which shall give effect to the provisions of this Plan.