##### Table of Contents
















Form 10-K


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934









Potash Corporation of Saskatchewan Inc.


(Exact name of the registrant as specified in its charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Canada                                                             |  | N/A                                     
|(State or other jurisdiction of
    incorporation or organization) |  | (I.R.S. employer
    identification no.)

Suite 500, 122 
1st
Avenue South


Saskatoon, Saskatchewan, Canada S7K 7G3


306-933-8500


(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 registered
|                            |  |                                     
|Common Shares, No Par Value |  | New York Stock Exchange             



Securities registered pursuant to Section 12(g) of the
Act:


Securities Act


þ o


Act


o þ


Securities Exchange Act of 1934


þ o


S-K 10-K 10-K. þ


12b-2 Exchange Act


þ o o


12b-2 Act


o þ




DOCUMENTS INCORPORATED BY REFERENCE














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##### 










POTASH CORPORATION OF SASKATCHEWAN INC.


10-K






Table of Contents


|                                                                             |          |  |                                                                                                    |  |  |    | 
|---------------------------------------------------------------------------- | -------- |  | -------------------------------------------------------------------------------------------------- |  |  | -- | 
|FORWARD-LOOKING STATEMENTS                                                   |          |  | 1                                                                                                  | 
|PART I                                                                       |          |  | 2                                                                                                  | 
|                                                                             | Item 1.  |  | Business                                                                                           |  |  | 2  | 
|                                                                             | Item 1A. |  | Risk Factors                                                                                       |  |  | 22 | 
|                                                                             | Item 1B. |  | Unresolved Staff Comments                                                                          |  |  | 25 | 
|                                                                             | Item 2.  |  | Properties                                                                                         |  |  | 25 | 
|                                                                             | Item 3.  |  | Legal Proceedings                                                                                  |  |  | 25 | 
|                                                                             | Item 4.  |  | Submission of Matters to a Vote of Security
    Holders                                            |  |  | 25 | 
|PART II                                                                      |          |  | 26                                                                                                 | 
|                                                                             | Item 5.  |  | Market for Registrants Common Equity
    and Related Stockholder Matters                          |  |  | 26 | 
|                                                                             | Item 6.  |  | Selected Financial Data                                                                            |  |  | 26 | 
|                                                                             | Item 7.  |  | Managements Discussion and Analysis
    of Financial Condition and Results of Operations          |  |  | 26 | 
|                                                                             | Item 7A. |  | Quantitative and Qualitative Disclosures
    About Market Risk                                     |  |  | 26 | 
|                                                                             | Item 8.  |  | Financial Statements and Supplementary
    Data                                                    |  |  | 26 | 
|                                                                             | Item 9.  |  | Changes In and Disagreements With
    Accountants on Accounting and Financial Disclosure           |  |  | 27 | 
|                                                                             | Item 9A. |  | Controls and Procedures                                                                            |  |  | 27 | 
|                                                                             | Item 9B. |  | Other Information                                                                                  |  |  | 27 | 
|                                                                            
|PART III                                                                     |          |  | 28                                                                                                 | 
|                                                                             | Item 10. |  | Directors, Executive Officers and Corporate
    Governance of the Registrant                       |  |  | 28 | 
|                                                                             | Item 11. |  | Executive Compensation                                                                             |  |  | 28 | 
|                                                                             | Item 12. |  | Security Ownership of Certain Beneficial
    Owners and Management and Related Stockholder Matters |  |  | 28 | 
|                                                                             | Item 13. |  | Certain Relationships and Related
    Transactions, and Director Independence                      |  |  | 28 | 
|                                                                             | Item 14. |  | Principal Accounting Fees and Services                                                             |  |  | 28 | 
|                                                                            
|PART IV                                                                      |          |  | 29                                                                                                 | 
|                                                                             | Item 15. |  | Exhibits and Financial Statement
    Schedules                                                     |  |  | 29 | 
|                                                                            
|SIGNATURES                                                                   |          |  | 34                                                                                                 | 
|Stock Option Plan - Directors                                               
|Stock Option Plan - Officers and Employees                                  
|Amended and Restated Agreement Between Registrant and William J. Doyle      
|International Agency Agreement Dated Effective December 15, 2006            
|2005 Performance Option Plan and Form of Option Agreement                   
|2006 Performance Option Plan and Form of Option Agreement                   
|Statement Re Computation of Per Share Earnings                              
|Computation of Ratio Earnings to Fixed Charges                              
|2006 Financial Review Annual Report                                         
|Subsidaries of the Registrant                                               
|Consent of Deloitte & Touche LLP                                            
|Certificate of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|Certificate of CFO Pursuant to Section 302 of the Surbanes-Oxley Act of 2002
|Certificate of Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    
|2007 Notice of Meeting, Proxy Circular and Form of Proxy                    
|2006 Summary Annual Report                                                  









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##### Table of Contents









Forward-Looking Statements


U.S. Private Securities Litigation
Reform Act of 1995






|  |                                                                                                                                                                                                                                                   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | variances from our assumptions with respect to foreign exchange
    rates, expected growth, results of operations, performance and
    business prospects and opportunities;                                                                      
| | 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;    
| | changes in competitive pressures, including pricing pressure;                                                                                                                                                                                     
| | unexpected or adverse weather conditions, which can impact
    demand for fertilizer and timing of fertilizer sales during the
    year;                                                                                                          
| | 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 ocean
    freight;                                                                                                 
| | unexpected geological conditions, including water inflows;                                                                                                                                                                                        
| | imprecision in reserve estimates;                                                                                                                                                                                                                 
| | changes in capital markets and in currency and exchange rates;                                                                                                                                                                                    
| | the outcome of legal proceedings;                                                                                                                                                                                                                 
| | changes in government regulations, including environmental
    regulations, which could increase our costs of compliance and
    otherwise affect our business; and                                                                               
| | acquisitions we may undertake in the future.                                                                                                                                                                                                      















---



##### Table of Contents









Part I





Item 1.      Business.


General














st


History


Canada Business
Corporations Act






|  |                                                                                                          
|- | ---------------------------------------------------------------------------------------------------------
| | the New Brunswick potash mine and port facilities and our
    Patience Lake mine in Saskatchewan in 1993;









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##### Table of Contents



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 outstanding shares of Israel Chemicals
    Ltd. (ICL) pursuant to a public offering by the
    State of Israel in 1998. In June 2005, we acquired twenty-one
    million additional shares in ICL, increasing our ownership
    interest to 10%;                                                                                                                                                                                                                                                                                                                
| | PCS Purified Phosphates (formerly a joint venture we had with
    Albright & Wilson Americas Inc.), a phosphoric acid joint
    venture, in 2000;                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 20% of the total outstanding equity 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 indirect interest in SQM, resulting in an indirect
    holding of 24.99% of the outstanding equity of SQM. In October
    and December 2006, we increased our investments in SQM,
    increasing our ownership interest to 31.62% of SQMs
    outstanding equity;
| | 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 approximately 28%; and                                                                                                                                                                                                                              
| | 9.99% of the shares of Sinofert Holdings Limited
    (Sinofert), a vertically-integrated fertilizer
    company and a subsidiary of Sinochem Corporation, in July 2005.
    In February 2006, we exercised an option to acquire an
    additional 10.01% of the shares of Sinofert, increasing our
    ownership interest to 20%.                                                                                                                                                                                                                                                       

Potash Operations




Properties
















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##### Table of Contents












Production




2 2












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##### Table of Contents









| |  |                      |  |  |                 |  |          |                 |        |         |                 |          |       |            |  |  |          |         |  |            |        |  |            |  |       |         |  |  |            |  |  |  |        |  |  |  |       |  |  |  |       |  |  | 
| |  | -------------------- |  |  | --------------- |  | -------- | --------------- | ------ | ------- | --------------- | -------- | ----- | ---------- |  |  | -------- | ------- |  | ---------- | ------ |  | ---------- |  | ----- | ------- |  |  | ---------- |  |  |  | ------ |  |  |  | ----- |  |  |  | ----- |  |  | 
|
| |  | Annual               |  |  |                 |  |          |                 |        |         |                
| |  | Capacity             |  |  | 2006 Production |  |          | 2005 Production |        |         | 2004 Production |          |       |           
| |  |                      |  |  |                 |  |          |                 |        |         |                 |          |       |           
| |  | Finished             |  |  |                 |  | Finished |                 |        |         |                 | Finished |       |            |  |  | Finished |         |  |           
| |  | Product              |  |  | Ore             |  |          |                 |        | Product |                 |          | Ore   |            |  |  |          | Product |  |            | Ore    |  |            |  |       | Product |  |  |           
| |  | (Millions            |  |  | (Millions       |  |          | Grade           |        |         | (Millions       |          |       | (Millions  |  |  | Grade    |         |  | (Millions  |        |  | (Millions  |  |       | Grade   |  |  | (Millions  |  |  | 
| |  | of tonnes)           |  |  | of tonnes)      |  |          | % K2O           |        |         | of tonnes)      |          |       | of tonnes) |  |  | % K2O    |         |  | of tonnes) |        |  | of tonnes) |  |       | % K2O   |  |  | of tonnes) |  |  | 
| |  |                      |  |  |                 |  |          |                 |        |         |                 |          |       |            |  |  |          |         |  |            |        |  |            |  |       |         |  |  |            |  |  |  |        | 
| |  | Lanigan              |  |  | 3.828           |  |          |                 | 5.416  |         |                 |          | 20.16 |            |  |  | 1.471    |         |  |            | 7.439  |  |            |  | 20.33 |         |  |  | 2.023      |  |  |  | 7.372  |  |  |  | 20.11 |  |  |  | 2.025 |  |  | 
| |  | Rocanville           |  |  | 3.044           |  |          |                 | 5.675  |         |                 |          | 23.99 |            |  |  | 1.897    |         |  |            | 7.519  |  |            |  | 24.70 |         |  |  | 2.573      |  |  |  | 5.334  |  |  |  | 24.25 |  |  |  | 1.833 |  |  | 
| |  | Allan                |  |  | 1.885           |  |          |                 | 2.984  |         |                 |          | 25.14 |            |  |  | 0.992    |         |  |            | 4.323  |  |            |  | 24.19 |         |  |  | 1.431      |  |  |  | 3.862  |  |  |  | 25.22 |  |  |  | 1.344 |  |  | 
| |  | Cory                 |  |  | 1.361           |  |          |                 | 2.545  |         |                 |          | 25.12 |            |  |  | 0.772    |         |  |            | 2.753  |  |            |  | 24.90 |         |  |  | 0.826      |  |  |  | 2.531  |  |  |  | 24.95 |  |  |  | 0.738 |  |  | 
| |  | Patience
    Lake(1) |  |  | 1.033           |  |          |                 |       |         |                 |          |      |            |  |  | 0.190    |         |  |            |       |  |            |  |      |         |  |  | 0.251      |  |  |  |       |  |  |  |      |  |  |  | 0.239 |  |  | 
| |  | Esterhazy(2)         |  |  | 0.953           |  |          |                 |       |         |                 |          |      |            |  |  | 0.953    |         |  |            |       |  |            |  |      |         |  |  | 0.953      |  |  |  |       |  |  |  |      |  |  |  | 0.953 |  |  | 
| |  | New Brunswick        |  |  | 0.785           |  |          |                 | 2.273  |         |                 |          | 23.03 |            |  |  | 0.743    |         |  |            | 2.284  |  |            |  | 23.37 |         |  |  | 0.759      |  |  |  | 2.371  |  |  |  | 23.24 |  |  |  | 0.782 |  |  | 
| |  |                      |  |  |                 |  |          |                 |        |         |                 |          |       |            |  |  |          |         |  |            |        |  |            |  |       |         |  |  |            |  |  |  |        | 
| |  | Totals               |  |  | 12.889          |  |          |                 | 18.893 |         |                 |          |       |            |  |  | 7.018    |         |  |            | 24.318 |  |            |  |       |         |  |  | 8.816      |  |  |  | 21.470 |  |  |  |       |  |  |  | 7.914 |  |  | 
| |  |                      |  |  |                 |  |          |                 |        |         |                 |          |       |            |  |  |          |         |  |            |        |  |            |  |       |         |  |  |            |  |  |  |        | 
|



| |     |                                                                                                      | 
| | --- | ---------------------------------------------------------------------------------------------------- | 
| | (1) | Solution mine.                                                                                       | 
| | (2) | Product tonnes received at Esterhazy are based on a mining and
    processing agreement with Mosaic. | 



Reserves






| |  |                           |  |  |         |  |  |                    |       |  |  |  |    |  |  | 
| |  | ------------------------- |  |  | ------- |  |  | ------------------ | ----- |  |  |  | -- |  |  | 
|
| |  | Mineral Reserves          |  |  | Average |  |  |                   
| |  | (Millions of tonnes       |  |  | Grade   |  |  | Years of Remaining |       |  | 
| |  | recoverable ore)(1)(2)(3) |  |  | K2O     |  |  | Mine Life(4)       |       |  | 
| |  |                           |  |  |         |  |  |                    |       |  |  |  |   
| |  | Allan                     |  |  | 288     |  |  |                    | 25.9% |  |  |  | 77 |  |  | 
| |  | Cory                      |  |  | 209     |  |  |                    | 25.1% |  |  |  | 80 |  |  | 
| |  | Lanigan                   |  |  | 427     |  |  |                    | 22.0% |  |  |  | 63 |  |  | 
| |  | Rocanville                |  |  | 382     |  |  |                    | 22.5% |  |  |  | 62 |  |  | 
| |  | Patience
    Lake(5)      |  |  |        |  |  |                    |      |  |  |  |   |  |  | 
| |  | Esterhazy(6)              |  |  | 21      |  |  |                    | 24.5% |  |  |  | 7  |  |  | 
| |  | New Brunswick             |  |  | 71      |  |  |                    | 25.6% |  |  |  | 30 |  |  | 
|









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##### Table of Contents





| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (1) | Mineral reserves include proven and probable reserves. There has
    been no third party review of reserve estimates within the last
    three years. Current estimates reflect refinements and
    adjustments to the analysis conducted during 2006 using
    methodology described in the body of this report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
| | (2) | The extraction ratio of recoverable ore to in-place material for
    each mine is as follows: Allan 0.32, Cory 0.26, Lanigan 0.30,
    Rocanville 0.33 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 2.96, Cory 3.35, Lanigan 3.67,
    Rocanville 2.94 and New Brunswick 3.03.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| | (4) | 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 3.72, Cory 2.61, Lanigan 6.74, Rocanville 6.18
    and New Brunswick 2.31. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
| | (5) | Given the characteristics of the solution mining method employed
    at the Patience Lake mine, it is not possible to estimate
    reliably the productive capacity of or 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. However, this inability to properly
    describe details of the mining process precludes reporting of an
    ore reserve for Patience Lake. The extent of the Patience Lake
    potash resource is given in the next table. The Patience Lake
    operation accounted for only 2.7% of the Companys potash
    production in 2006. | 
| | (6) | 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 is the current estimate
    of mineable tonnes remaining in the Companys lands after
    reconciliation of historic tonnes mined and product received
    from Mosaic. Lands agreed to be not mineable by both Mosaic and
    the Company have been removed. 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 Mineral
    Reserves (Millions of tonnes recoverable ore) category.
    The Years of Remaining Mine Life reported for
    Esterhazy assumes that the maximum amount of product possible
    under the agreement, exclusive of participation in the proposed
    expansion of the Esterhazy mine discussed above, will be
    received by the Company.                                                                                                                                     | 

Resources








|  |                                                                                                                                                                          
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | areas with detailed exploration coverage (drilling, seismic,
    close to underground workings) are reported in the measured
    mineral resource category;              
| | areas with sparse exploration coverage (usually seismic coverage
    only) and far from underground workings are reported in the
    indicated mineral resource category;
| | areas with limited exploration coverage, but still within the
    mining lease, 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 fewer 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;









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##### Table of Contents



|  |                                                                                                                                                                                                    
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | areas with sparse drilling, complex geology, partial seismic
    coverage and/or inconsistent potash quality in drill
    intersections are reported in the inferred mineral resource
    category.





| |  |                      |  |  |                    |  |  |                     |       |  |  |  |       |  |  | 
| |  | -------------------- |  |  | ------------------ |  |  | ------------------- | ----- |  |  |  | ----- |  |  | 
|
| |  | Mineral Resource     |  |  |                   
| |  |                      |  |  |                   
| |  | Measured Resource    |  |  | Indicated Resource |  |  | Inferred Resource   |       |  | 
| |  | (Millions of tonnes  |  |  | Millions of tonnes |  |  | (Millions of tonnes |       |  | 
| |  | in-place)            |  |  | in-place)          |  |  | in-place)           |       |  | 
| |  |                      |  |  |                    |  |  |                     |       |  |  |  |      
| |  | Allan                |  |  | 1,013              |  |  |                     |      |  |  |  | 3,776 |  |  | 
| |  | Cory                 |  |  | 889                |  |  |                     | 138   |  |  |  | 2,887 |  |  | 
| |  | Lanigan              |  |  | 1,108              |  |  |                     | 2,338 |  |  |  | 1,643 |  |  | 
| |  | Rocanville           |  |  |                   |  |  |                     |      |  |  |  | 1,096 |  |  | 
| |  | Patience
    Lake(1) |  |  |                   |  |  |                     |      |  |  |  |      |  |  | 
| |  | Esterhazy(2)         |  |  |                   |  |  |                     |      |  |  |  |      |  |  | 
| |  | New
    Brunswick(3) |  |  | 296                |  |  |                     | 93    |  |  |  |      |  |  | 
|



| |     |                                                                                                                                                                                                                                                                                                                                 | 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (1) | Given the characteristics of the solution mining method employed
    at the Patience Lake mine as described in footnote 5 in the
    Mineral Reserve table, it is not possible to
    estimate reliably the resource tonnage from this operation. The
    Patience Lake mining lease covers 299.7
    km2.                    | 
| | (2) | 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 holds no mineral resource tonnage over and above the
    reported reserve at Esterhazy.                           | 
| | (3) | In New Brunswick, the layer of mineralized material varies in
    thickness and geology is complex. The Company has identified an
    area of 25.1
    km2
    where this layer of mineralized material is likely to occur.
    Further exploration drilling is required to define a mineral
    resource tonnage in this area. | 







|  |                                                                                                                                 
|- | --------------------------------------------------------------------------------------------------------------------------------
| | reviewing underground potash sample information (boreholes and
    in-mine ore samples);                                        
| | reviewing surface geophysical exploration results (3D and 2D
    seismic data);                                                 
| | cross-checking mined-tonnages reported by minesite technical
    staff with tonnages estimated from mine survey information; and
| | cross-checking reserve and resource computations carried out by
    senior mine technologists.                                  

Phosphate Operations




Properties


2 5










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##### Table of Contents
















|  |                                                                                                                     
|- | --------------------------------------------------------------------------------------------------------------------
| | animal feed plants in Marseilles, Illinois; Weeping Water,
    Nebraska; Joplin, Missouri; and Sao Vincente, Brazil;
| | a technical and food grade phosphate plant in Cincinnati, Ohio;
    and                                             
| | terminal facilities at Morehead City, North Carolina and
    Savannah, Georgia.                                     

| |  |                           |  |                                                                                                          |  | 
| |  | ------------------------- |  | -------------------------------------------------------------------------------------------------------- |  | 
|
| |  | Plant Locations           |  | Phosphate Products Produced                                                                              |  | 
| |  |                           |  |                                                                                                          |  | 
| |  | Aurora, North Carolina    |  | DAP, MAP, SPA, animal feed, liquid fertilizer, purified acid,
    merchant grade phosphoric acid (MGA) |  | 
| |  | White Springs, Florida    |  | SPA, DAP, MAP, MGA, animal feed                                                                          |  | 
| |  | Cincinnati, Ohio          |  | Blended purified acid products                                                                           |  | 
| |  | Geismar,
    Louisiana(1) |  | MGA                                                                                                      |  | 
| |  | Marseilles, Illinois      |  | Animal feed                                                                                              |  | 
| |  | Weeping Water, Nebraska   |  | Animal feed                                                                                              |  | 
| |  | Joplin, Missouri          |  | Animal feed                                                                                              |  | 
| |  | Sao Vincente, Brazil      |  | Animal feed                                                                                              |  | 
|



| |     |                                                                                                                                          | 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------- | 
| | (1) | In July 2006, we indefinitely suspended production of
    superphosphoric acid and ammonium polyphosphate products at this
    location. | 

Production












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Phosphate Rock




| |  |                   |  |  |            |  |  |        |       |  |            |  |       |        |  |  |            |  |  |        |       |  |  |  |       |  |  |  |       |  |  | 
| |  | ----------------- |  |  | ---------- |  |  | ------ | ----- |  | ---------- |  | ----- | ------ |  |  | ---------- |  |  | ------ | ----- |  |  |  | ----- |  |  |  | ----- |  |  | 
|
| |  | 2006              |  |  | 2005       |  |  | 2004   |       |  |           
| |  | Annual            |  |  |            |  |  |        |       |  |            |  |       |       
| |  | Capacity          |  |  | Production |  |  | % P2O5 |       |  | Production |  |       | % P2O5 |  |  | Production |  |  | % P2O5 |       |  | 
| |  |                   |  |  |            |  |  |        |       |  |            |  |       |        |  |  |            |  |  |        |       |  |  |  |      
| |  | Aurora, NC        |  |  | 6.0        |  |  |        | 4.577 |  |            |  | 27.62 |        |  |  | 4.417      |  |  |        | 27.68 |  |  |  | 3.964 |  |  |  | 27.49 |  |  | 
| |  | White Springs, FL |  |  | 3.6        |  |  |        | 3.114 |  |            |  | 29.79 |        |  |  | 3.186      |  |  |        | 30.28 |  |  |  | 2.745 |  |  |  | 30.96 |  |  | 
| |  | Geismar, LA       |  |  |           |  |  |        |      |  |            |  |      |        |  |  |           |  |  |        |      |  |  |  |      |  |  |  |      |  |  | 
| |  |                   |  |  |            |  |  |        |       |  |            |  |       |        |  |  |            |  |  |        |       |  |  |  |      
| |  | Total             |  |  | 9.6        |  |  |        | 7.691 |  |            |  |       |        |  |  | 7.603      |  |  |        |       |  |  |  | 6.709 |  |  |  |       |  |  | 
| |  |                   |  |  |            |  |  |        |       |  |            |  |       |        |  |  |            |  |  |        |       |  |  |  |      
|









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##### Table of Contents



Phosphoric Acid


2 5


| |  |                   |  |  |            |  |  |            |       |  |            |  |       |  |  |  |       |  |  | 
| |  | ----------------- |  |  | ---------- |  |  | ---------- | ----- |  | ---------- |  | ----- |  |  |  | ----- |  |  | 
|
| |  | Annual            |  |  | 2006       |  |  | 2005       |       |  | 2004       |  |       | 
| |  | Capacity          |  |  | Production |  |  | Production |       |  | Production |  |       | 
| |  |                   |  |  |            |  |  |            |       |  |            |  |       |  |  | 
| |  | Aurora, NC        |  |  | 1.202      |  |  |            | 1.080 |  |            |  | 1.048 |  |  |  | 1.018 |  |  | 
| |  | White Springs, FL |  |  | 0.966      |  |  |            | 0.881 |  |            |  | 0.865 |  |  |  | 0.773 |  |  | 
| |  | Geismar, LA       |  |  | 0.202      |  |  |            | 0.147 |  |            |  | 0.184 |  |  |  | 0.171 |  |  | 
| |  |                   |  |  |            |  |  |            |       |  |            |  |       |  |  | 
| |  | Total             |  |  | 2.370      |  |  |            | 2.108 |  |            |  | 2.097 |  |  |  | 1.962 |  |  | 
| |  |                   |  |  |            |  |  |            |       |  |            |  |       |  |  | 
|

Reserves


2 5








2 5


| |  |                      |  |  |               |  |  |  |       |  |  | 
| |  | -------------------- |  |  | ------------- |  |  |  | ----- |  |  | 
|
| |  | Tonnes of            |  |  |              
| |  | Phosphate Rock       |  |  | Average Grade |  |  | 
| |  | (Millions of tonnes) |  |  | % P2O5        |  |  | 
| |  |                      |  |  |               |  |  |  |       | 
| |  | Aurora               |  |  | 350           |  |  |  | 30.7% |  |  | 
| |  | White Springs        |  |  | 50            |  |  |  | 30.7% |  |  | 
| |  |                      |  |  |               |  |  |  |       | 
| |  | Total                |  |  | 400           |  |  |  |       |  |  | 
| |  |                      |  |  |               |  |  |  |       | 
|











---



##### Table of Contents





43-101.






|  |                                                                                                                     
|- | --------------------------------------------------------------------------------------------------------------------
| | existing reserve areas for ownership status and mining
    parameters;                                              
| | drill hole database;                                                                                                
| | surveyed areas mined, sterilized, acquired or deleted;                                                              
| | the calculated area of drill hole influence; and                                                                    
| | the calculation of the in situ tonnes of
    P2O5
    depleted or added as summarized in monthly and annual reports.





|  |                                                                                                                                          
|- | -----------------------------------------------------------------------------------------------------------------------------------------
| | existing reserve areas for ownership status and mine geometry
    parameters;                                                            
| | existing and new drill hole data;                                                                                                        
| | input and output parameters for analysis in geostatistical
    three-dimensional modeling software developed by a third-party
    vendor;
| | mined-tonnage reported by mine operations staff with tonnages
    forecast by Mine Planning staff; and                                   
| | reserve computations carried out by senior staff geologist.                                                                              

Nitrogen Operations




Properties




| |  |                           |  |                                                                         |  | 
| |  | ------------------------- |  | ----------------------------------------------------------------------- |  | 
|
| |  | Plant Locations(1)        |  | Nitrogen Products Produced                                              |  | 
| |  |                           |  |                                                                         |  | 
| |  | Augusta, Georgia          |  | Ammonia, urea, nitric acid, ammonium nitrate and nitrogen
    solutions |  | 
| |  | Geismar,
    Louisiana(2) |  | Ammonia, nitric acid and nitrogen solutions                             |  | 
| |  | Lima,
    Ohio(3)         |  | Ammonia, urea, nitric acid and nitrogen solutions                       |  | 
| |  | Point Lisas, Trinidad     |  | Ammonia and urea                                                        |  | 
|



| |     |                                                                                                                                                                                                                                           | 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (1) | In September 2006, we permanently discontinued ammonia and urea
    production at our Memphis, Tennessee facility, which had been in
    indefinite shutdown since June 2003.                                                             | 
| | (2) | In June 2003, we suspended production of ammonia and nitrogen
    solutions at Geismar due to high U.S. natural gas costs and low
    product margins. On September 15, 2005, nitrogen solutions
    production in Geismar was restarted. | 
| | (3) | INEOS USA LLC operates the Lima facility under an operating
    agreement with the Company.                                                                                                                                               | 

Production












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##### Table of Contents



Raw Materials




Marketing




| |  |            |               |                       |      |         |  |      |   |         |  |  |   |         |  |  | 
| |  | ---------- | ------------- | --------------------- | ---- | ------- |  | ---- | - | ------- |  |  | - | ------- |  |  | 
|
| |  | 2006       |               |                       | 2005 |         |  | 2004 |   |         | 
| |  |            |               |                       |      |         |  |      |   |         |  |  |  
| |  |            |               | (millions of dollars) |      |         | 
| |  | Potash     |               |                       |      |         |  |      |   |         |  |  |   |         |  | 
| |  |            | Canada        |                       | $    | 65.7    |  |      | $ | 69.3    |  |  | $ | 48.3    |  |  | 
| |  |            | United States |                       |      | 557.6   |  |      |   | 576.6   |  |  |   | 445.8   |  |  | 
| |  |            | Canpotex(1)   |                       |      | 467.1   |  |      |   | 577.1   |  |  |   | 421.9   |  |  | 
| |  |            | Other         |                       |      | 137.1   |  |      |   | 118.1   |  |  |   | 140.1   |  |  | 
| |  |            |               |                       |      |         |  |      |   |         |  |  |  
| |  |            | Total         |                       | $    | 1,227.5 |  |      | $ | 1,341.1 |  |  | $ | 1,056.1 |  |  | 
| |  |            |               |                       |      |         |  |      |   |         |  |  |  
| |  | Nitrogen   |               |                       |      |         |  |      |   |         |  |  |   |         |  | 
| |  |            | Canada        |                       | $    | 13.9    |  |      | $ | 16.8    |  |  | $ | 5.0     |  |  | 
| |  |            | United States |                       |      | 1,185.1 |  |      |   | 1,262.1 |  |  |   | 1,116.2 |  |  | 
| |  |            | Other         |                       |      | 85.1    |  |      |   | 89.9    |  |  |   | 89.2    |  |  | 
| |  |            |               |                       |      |         |  |      |   |         |  |  |  
| |  |            | Total         |                       | $    | 1,284.1 |  |      | $ | 1,368.8 |  |  | $ | 1,210.4 |  |  | 
| |  |            |               |                       |      |         |  |      |   |         |  |  |  
| |  | Phosphates |               |                       |      |         |  |      |   |         |  |  |   |         |  | 
| |  |            | Canada        |                       | $    | 78.1    |  |      | $ | 89.1    |  |  | $ | 82.5    |  |  | 
| |  |            | United States |                       |      | 799.9   |  |      |   | 754.3   |  |  |   | 680.6   |  |  | 
| |  |            | PhosChem(1)   |                       |      | 232.2   |  |      |   | 166.7   |  |  |   | 140.4   |  |  | 
| |  |            | Other         |                       |      | 144.9   |  |      |   | 127.2   |  |  |   | 74.4    |  |  | 
| |  |            |               |                       |      |         |  |      |   |         |  |  |  
| |  |            | Total         |                       | $    | 1,255.1 |  |      | $ | 1,137.3 |  |  | $ | 977.9   |  |  | 
| |  |            |               |                       |      |         |  |      |   |         |  |  |  
|



| |     |                                                                                                                                                           | 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (1) | See discussion below for information regarding Canpotex Limited
    (Canpotex) and Phosphate Chemicals Export
    Association, Inc. (PhosChem) sales. | 















---



##### Table of Contents



U.S. Webb-Pomerene Act,


North American Marketing












Offshore Marketing














---



##### Table of Contents





| |  |               |  |  |      |  |  |      |      |  |  |  |      |  |  | 
| |  | ------------- |  |  | ---- |  |  | ---- | ---- |  |  |  | ---- |  |  | 
|
| |  | 2006          |  |  | 2005 |  |  | 2004 |      |  | 
| |  |               |  |  |      |  |  |      |      |  |  |  |     
| |  | Asia          |  |  | 70%  |  |  |      | 73%  |  |  |  | 69%  |  |  | 
| |  | Latin America |  |  | 22   |  |  |      | 19   |  |  |  | 22   |  |  | 
| |  | Oceania       |  |  | 5    |  |  |      | 6    |  |  |  | 6    |  |  | 
| |  | Europe        |  |  | 3    |  |  |      | 2    |  |  |  | 3    |  |  | 
| |  |               |  |  |      |  |  |      |      |  |  |  |     
| |  | Total         |  |  | 100% |  |  |      | 100% |  |  |  | 100% |  |  | 
| |  |               |  |  |      |  |  |      |      |  |  |  |     
|



2 5






| |  |               |  |  |      |  |  |      |      |  |  |  |      |  |  | 
| |  | ------------- |  |  | ---- |  |  | ---- | ---- |  |  |  | ---- |  |  | 
|
| |  | 2006          |  |  | 2005 |  |  | 2004 |      |  | 
| |  |               |  |  |      |  |  |      |      |  |  |  |     
| |  | Asia          |  |  | 71%  |  |  |      | 79%  |  |  |  | 78%  |  |  | 
| |  | Latin America |  |  | 23   |  |  |      | 16   |  |  |  | 10   |  |  | 
| |  | Oceania       |  |  | 4    |  |  |      | 4    |  |  |  | 7    |  |  | 
| |  | Other         |  |  | 2    |  |  |      | 1    |  |  |  | 5    |  |  | 
| |  |               |  |  |      |  |  |      |      |  |  |  |     
| |  | Total         |  |  | 100% |  |  |      | 100% |  |  |  | 100% |  |  | 
| |  |               |  |  |      |  |  |      |      |  |  |  |     
|





Distribution and Transportation












---



##### Table of Contents





Potash Products








Phosphate Products








Nitrogen Products






Competition












---



##### Table of Contents



















Employees














---



##### Table of Contents





Royalties and Certain Taxes


The Mineral Taxation Act, 1983 .


The Corporation Capital Tax
Act of Saskatchewan New Brunswick Income Tax
Act






Income Taxes








Environmental Matters
















---



##### Table of Contents





Environmental Requirements, Permits and Regulatory
Approvals




Clean Air Act




Resource Conservation and Recovery Act


Clean Water
Act,












---



##### Table of Contents





Asset Retirement Obligations










Site Assessment and Remediation


Comprehensive Environmental Response,
Compensation and Liability Act of 1980












---



##### Table of Contents























---



##### Table of Contents



Facility and Product Security




Our Executive Officers




| |  |                      |  |     |    |  |       |  |      |               |  |                                                                 |  | 
| |  | -------------------- |  | --- | -- |  | ----- |  | ---- | ------------- |  | --------------------------------------------------------------- |  | 
|
| |  | Served               |  |     |   
| |  | Name                 |  | Age |    |  | Since |  |      | Position Held |  |                                                                
| |  |                      |  |     |    |  |       |  |      |               |  |                                                                
| |  | William J. Doyle     |  |     | 56 |  |       |  | 1987 |               |  | President and Chief Executive Officer                           |  | 
| |  | Wayne R. Brownlee    |  |     | 54 |  |       |  | 1988 |               |  | Executive Vice President, Treasurer and Chief Financial Officer |  | 
| |  | James F. Dietz       |  |     | 60 |  |       |  | 1997 |               |  | Executive Vice President and Chief Operating Officer            |  | 
| |  | Barbara Jane Irwin   |  |     | 51 |  |       |  | 2000 |               |  | Senior Vice President, Administration                           |  | 
| |  | Robert A. Jaspar     |  |     | 48 |  |       |  | 1997 |               |  | Senior Vice President, Information Technology                   |  | 
| |  | Joseph A. Podwika    |  |     | 44 |  |       |  | 1997 |               |  | Senior Vice President, General Counsel and Secretary            |  | 
| |  | G. David Delaney     |  |     | 46 |  |       |  | 1997 |               |  | President, PCS Sales                                            |  | 
| |  | Garth W. Moore       |  |     | 58 |  |       |  | 1982 |               |  | President, PCS Potash                                           |  | 
| |  | Thomas J. Regan, Jr. |  |     | 62 |  |       |  | 1995 |               |  | President, PCS Phosphate and PCS Nitrogen                       |  | 
| |  | Stephen F. Dowdle    |  |     | 56 |  |       |  | 1999 |               |  | Senior Vice President, Fertilizer Sales, PCS Sales              |  | 
| |  | Daphne J. Arnason    |  |     | 51 |  |       |  | 1988 |               |  | Vice President, Internal Audit                                  |  | 
| |  | Karen G. Chasez      |  |     | 53 |  |       |  | 2000 |               |  | Vice President, Procurement                                     |  | 
| |  | John R. Hunt         |  |     | 48 |  |       |  | 1997 |               |  | Vice President, Safety, Health and Environment                  |  | 
| |  | Denis A. Sirois      |  |     | 51 |  |       |  | 1978 |               |  | Vice President and Corporate Controller                         |  | 
|



| |  |                      |  |                              |  |                                                              |  | 
| |  | -------------------- |  | ---------------------------- |  | ------------------------------------------------------------ |  | 
|
| |  | Name                 |  | Dates of Service             |  | Position Held                                                |  | 
| |  |                      |  |                              |  |                                                              |  | 
| |  | Wayne R. Brownlee    |  | July 1999  December 2005    |  | Senior Vice President, Treasurer and Chief Financial Officer |  | 
| |  | Robert A. Jaspar     |  | December 2000  June 2003    |  | Vice President, Internal Audit                               |  | 
| |  | Joseph A. Podwika    |  | January 2005  December 2005 |  | Vice President, General Counsel and Secretary                |  | 
| |  |                      |  | March 2002  December 2004   |  | Senior Counsel, U.S.                                         |  | 
| |  | Thomas J. Regan, Jr. |  | August 1999  January 2007   |  | President, PCS Phosphate                                     |  | 
| |  | Stephen F. Dowdle    |  | July 2000  December 2005    |  | Vice President, Fertilizer Sales, PCS Sales                  |  | 
| |  | Daphne J. Arnason    |  | November 2000  June 2002    |  | Senior Director, Taxation                                    |  | 
| |  | John R. Hunt         |  | November 2003  January 2005 |  | Senior Director, Operations Development                      |  | 
| |  |                      |  | March 2000  October 2003    |  | General Manager, Memphis Plant                               |  | 
|

Presentation of Financial Information












---



##### Table of Contents



10-K.


10-K,




Where You Can Find More Information




10-K, 10-Q, 8-K, Securities Exchange Act of
1934 10-K.





Item 1A. Risk Factors.






Global demand for our products that differs from
expectations or that is higher or lower than our excess capacity
could adversely affect the results of future operations.














---



##### Table of Contents



Inflows of water into our potash mines, or potash mines in
which we have an interest, could result in increased costs and
could require us to abandon a mine, either of which could
adversely affect the results of our operations.




The Company may be adversely affected by changing
anti-trust laws to which it is subject.




New product supply can create a structural market
imbalance, which could reduce our profits.




Potash




Phosphate




Nitrogen




Cyclicality in supply and demand can result in unfavorable
market conditions and lower profits.












---



##### Table of Contents





The Company is subject to risks associated with
international operations, which could negatively affect sales to
customers in foreign countries as well as the operations and
assets in such countries.






A shortage of railcars and bulk ships for carrying our
products and increased transit time could result in customer
dissatisfaction, loss of sales and higher
transportation costs.






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.




Damage to our reputation could negatively affect our
performance.












---



##### Table of Contents



Other risks may hurt our operating results.







Item 1B. Unresolved Staff Comments.







Item 2. Properties.







Item 3. Legal Proceedings.


General




Environmental Proceedings







Item 4. Submission of Matters to a Vote of Security
Holders.












---



##### Table of Contents









Part II





Item 5. Market for Registrants Common Equity
and Related Stockholder Matters.






Income Tax Act Income Tax Act


Securities Exchange Act of 1934.





Item 6. Selected Financial Data.




| |  |                                                         |  |      |         |  |      |  |         |      |  |  |         |  |  |      |         |   |  |  |         |  |  | 
| |  | ------------------------------------------------------- |  | ---- | ------- |  | ---- |  | ------- | ---- |  |  | ------- |  |  | ---- | ------- | - |  |  | ------- |  |  | 
|
| |  | (in millions of U.S. dollars, except per-share amounts) |  |      |        
| |  |                                                         |  |      |        
| |  | U.S. GAAP                                               |  | 2006 |         |  | 2005 |  |         | 2004 |  |  | 2003    |  |  | 2002 |         |   | 
| |  |                                                         |  |      |         |  |      |  |         |      |  |  |         |  |  |      |         |   | 
| |  | Net income (loss)                                       |  |      | 625.8   |  |      |  | 532.7   |      |  |  | 290.5   |  |  |      | (84.2   | ) |  |  | 60.4    |  |  | 
| |  | Net income (loss) per share  basic                     |  |      | 6.02    |  |      |  | 4.91    |      |  |  | 2.69    |  |  |      | (0.81   | ) |  |  | 0.58    |  |  | 
| |  | Total assets                                            |  |      | 7,038.9 |  |      |  | 5,841.8 |      |  |  | 5,202.7 |  |  |      | 4,520.0 |   |  |  | 4,511.0 |  |  | 
| |  | Long-term obligations                                   |  |      | 1,339.8 |  |      |  | 1,257.6 |      |  |  | 1,258.6 |  |  |      | 1,268.6 |   |  |  | 1,019.9 |  |  | 
|




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.












---



##### Table of Contents








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.












---



##### Table of Contents









Part III





Item 10. Directors, Executive Officers and Corporate
Governance of the Registrant.









Item 11. Executive Compensation.


Exhibit 99(a)





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.












---



##### 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




|                                                            |  |  |       | 
|----------------------------------------------------------- |  |  | ----- | 
|Report of Independent Registered Chartered Accountants      |  |  | 54-55 | 
|Consolidated Statements of Financial Position               |  |  | 56    | 
|Consolidated Statements of Operations and Retained Earnings |  |  | 57    | 
|Consolidated Statements of Cash Flow                        |  |  | 58    | 
|Notes to the Consolidated Financial Statements              |  |  | 59-87 | 

2.     Schedules




REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS








Independent Registered Chartered Accountants














---



##### Table of Contents



Potash Corporation of Saskatchewan Inc.


Schedule II  Valuation and Qualifying
Accounts








AdditionsBalance at
    
    Charged toBeginning of
    
    Costs and
    
    
    
    Balance atDescription
    
    Year
    
    Expenses
    
    Deductions
    
    End of YearAllowance for doubtful trade accounts receivable2006
    
    
    5.1
    
    
    
    0.7
    
    
    
    1.1
    
    
    
    4.72005
    
    
    4.6
    
    
    
    0.5
    
    
    
    
    
    
    
    5.12004
    
    
    4.9
    
    
    
    0.7
    
    
    
    1.0
    
    
    
    4.6Allowance for inventory valuation2006
    
    
    12.9
    
    
    
    2.4
    
    
    
    6.4
    
    
    
    8.92005
    
    
    14.5
    
    
    
    7.1
    
    
    
    8.7
    
    
    
    12.92004
    
    
    11.9
    
    
    
    5.1
    
    
    
    2.5
    
    
    
    14.5Allowance for deferred income tax assets2006
    
    
    45.5
    
    
    
    11.2
    
    
    
    3.6
    
    
    
    53.12005
    
    
    29.4
    
    
    
    16.1
    
    
    
    
    
    
    
    45.52004
    
    
    11.4
    
    
    
    18.4
    
    
    
    0.4
    
    
    
    29.4


3.  Exhibits


|        |      |  |                         |                                                                                                                                                                                                                                                                                                                                                                         
|------- | ---- |  | ----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |  |                        
|Number  |      |  | Description of Document
|        |      |  |                        
|        | 3(a) |  |                         | Articles of Continuance of the registrant dated May 15,
    2002, incorporated by reference to Exhibit 3(a) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 2002 (the Second Quarter 2002
    Form 10-Q).                                                                                                                     
|        | 3(b) |  |                         | Bylaws of the registrant effective May 15, 2002,
    incorporated by reference to Exhibit 3(b) to the Second
    Quarter 2002 Form 10-Q.                                                                                                                                                                                                                                
|        | 4(a) |  |                         | Term Credit Agreement between The Bank of Nova Scotia and other
    financial institutions and the registrant dated
    September 25, 2001, incorporated by reference to
    Exhibit 4(a) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2001.                                                                            
|        | 4(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, incorporated by
    reference to Exhibit 4(b) to the registrants report
    on Form 10-Q for the quarterly period ended
    September 30, 2003 (the Third Quarter 2003
    Form 10-Q).
|        | 4(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,
    incorporated by reference to Exhibit 4(c) to the
    registrants report on Form 8-K dated
    September 21, 2004.                                                            
|        | 4(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, incorporated by
    reference to Exhibit 4(a) to the registrants report
    on Form 8-K dated September 22, 2005.                                                                 
|        | 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,
    incorporated by reference to Exhibit 4(e) to the
    registrants report on Form 10-Q for the quarterly
    period ended September 30, 2006.                                  
|        | 4(f) |  |                         | Indenture dated as of June 16, 1997, between the registrant
    and The Bank of Nova Scotia Trust Company of New York,
    incorporated by reference to Exhibit 4(a) to the
    registrants report on Form 8-K dated June 18,
    1997 (the 1997 Form 8-K).                                                                                                          
|        | 4(g) |  |                         | Indenture dated as of February 27, 2003, between the
    registrant and The Bank of Nova Scotia Trust Company of New
    York, incorporated by reference to Exhibit 4(c) to the
    registrants report on Form 10-K for the year ended
    December 31, 2002 (the 2002 Form 10-K).                                                                                   
|        | 4(h) |  |                         | Form of Notes relating to the registrants offering of
    $400,000,000 principal amount of 7.125% Notes due June 15,
    2007, incorporated by reference to Exhibit 4(b) to the 1997
    Form 8-K.                                                                                                                                                                     









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##### Table of Contents



|        |      |  |                         |                                                                                                                                                                                                                                                    
|------- | ---- |  | ----------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |  |                        
|Number  |      |  | Description of Document
|        |      |  |                        
|        | 4(i) |  |                         | Form of Notes relating to the registrants offering of
    $600,000,000 principal amount of 7.75% Notes due May 31,
    2011, incorporated by reference to Exhibit 4 to the
    registrants report on Form 8-K dated May 17,
    2001.            
|        | 4(j) |  |                         | Form of Note relating to the registrants offering of
    $250,000,000 principal amount of 4.875% Notes due March 1,
    2013, incorporated by reference to Exhibit 4 to the
    registrants report on Form 8-K dated
    February 28, 2003.      
|        | 4(k) |  |                         | Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.875% Notes due
    December 1, 2036, incorporated by reference to
    Exhibit 4(a) to the registrants report on
    Form 8-K dated November 29, 2006.



|        |       |  |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- | ----- |  | ----------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |  |                        
|Number  |       |  | Description of Document
|        |       |  |                        
|        | 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., incorporated by reference
    to Exhibit 10(f) to the registrants registration
    statement on Form F-1 (File No. 33-31303) (the
    F-1 Registration Statement).                                                                                                                                                 
|        | 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, incorporated by
    reference to Exhibit 10(g) to the F-1 Registration
    Statement.                                                                                        
|        | 10(c) |  |                         | Producer Agreement dated April 21, 1978, between Canpotex
    Limited and PCS Sales, incorporated by reference to
    Exhibit 10(h) to the F-1 Registration Statement.                                                                                                                                                                                                                                                                                                                                                                                 
|        | 10(d) |  |                         | Canpotex/ PCS Amending Agreement, dated as of October 1,
    1992, incorporated by reference to Exhibit 10(f) to the
    registrants report on Form 10-K for the year ended
    December 31, 1995 (the 1995 Form 10-K).                                                                                                                                                                                                                                                                                                                             
|        | 10(e) |  |                         | Canpotex PCA Collateral Withdrawing/ PCS Amending Agreement,
    dated as of October 7, 1993, incorporated by reference to
    Exhibit 10(g) to the 1995 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                    
|        | 10(f) |  |                         | Canpotex Producer Agreement amending agreement dated as of
    January 1, 1999, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 2000 (the
    2000 Form 10-K).                                                                                                                                                                                                                                                                                                            
|        | 10(g) |  |                         | Canpotex Producer Agreement amending agreement dated as of
    July 1, 2002, incorporated by reference to
    Exhibit 10(g) to the registrants report on
    Form 10-Q for the quarterly period ended June 30, 2004
    (the Second Quarter 2004 Form 10-Q).                                                                                                                                                                                                                                                                                        
|        | 10(h) |  |                         | Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978, between International Minerals &
    Chemical Corporation (Canada) Limited and the registrants
    predecessor, incorporated by reference to Exhibit 10(e) to
    the F-1 Registration Statement.                                                                                                                                                                                                                                                                      
|        | 10(i) |  |                         | 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, incorporated
    by reference to Exhibit 10(p) to the registrants
    report on Form 10-K for the year ended December 31,
    1990.                                                                                                                                                                                 
|        | 10(j) |  |                         | 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),
    incorporated by reference to Exhibit 10(l) to the 1998
    Form 10-K.                                                                                                                                                                                                                                  
|        | 10(k) |  |                         | 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, incorporated by reference to Exhibit 10(m) to
    the 1998 Form 10-K.









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##### Table of Contents



|        |        |  |                         |                                                                                                                                                                                                                                                                                                                                                  
|------- | ------ |  | ----------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |  |                        
|Number  |        |  | Description of Document
|        |        |  |                        
|        | 10(l)  |  |                         | Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Directors, as amended.                                                                                                                                                                                                                                                           
|        | 10(m)  |  |                         | Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Officers and Employees, as amended.                                                                                                                                                                                                                                              
|        | 10(n)  |  |                         | Short-Term Incentive Plan of the registrant effective January
    2000, as amended March 10, 2005, incorporated by reference
    to Exhibit 10(x) to the Form 10-K for the year ended
    December 31, 2004.                                                                                                                                     
|        | 10(o)  |  |                         | Resolution and Forms of Agreement for Supplemental Retirement
    Income Plan, for officers and key employees of the registrant,
    incorporated by reference to Exhibit 10(o) to the 1995
    Form 10-K.                                                                                                                                       
|        | 10(p)  |  |                         | Amending Resolution and revised forms of agreement regarding
    Supplemental Retirement Income Plan of the registrant,
    incorporated by reference to Exhibit 10(x) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 1996.                                                                             
|        | 10(q)  |  |                         | Amended and restated Supplemental Retirement Income Plan of the
    registrant and text of amendment to existing supplemental income
    plan agreements, incorporated by reference to
    Exhibit 10(mm) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2000 (the Third Quarter 2000 Form 10-Q).
|        | 10(r)  |  |                         | Form of Letter of amendment to existing supplemental income plan
    agreements of the registrant dated November 4, 2002,
    incorporated by reference to Exhibit 10(cc) to the 2002
    Form 10-K.                                                                                                                                             
|        | 10(s)  |  |                         | Amended and restated agreement dated February 20, 2007,
    between the registrant and William J. Doyle concerning the
    Supplemental Retirement Income Plan.                                                                                                                                                                                  
|        | 10(t)  |  |                         | Supplemental Retirement Benefits Plan for U.S. Executives dated
    effective January 1, 1999, incorporated by reference to
    Exhibit 10(aa) to the Second Quarter 2002 Form 10-Q.                                                                                                                                                             
|        | 10(u)  |  |                         | Forms of Agreement dated December 30, 1994, between the
    registrant and certain officers of the registrant, concerning a
    change in control of the registrant, incorporated by reference
    to Exhibit 10(p) to the 1995 Form 10-K.                                                                                                       
|        | 10(v)  |  |                         | Form of Agreement of Indemnification dated August 8, 1995,
    between the registrant and certain officers and directors of the
    registrant, incorporated by reference to Exhibit 10(q) to
    the 1995 Form 10-K.                                                                                                                            
|        | 10(w)  |  |                         | Resolution and Form of Agreement of Indemnification dated
    January 24, 2001, incorporated by reference to
    Exhibit 10(ii) to the 2000 Form 10-K.                                                                                                                                                                                           
|        | 10(x)  |  |                         | Resolution and Form of Agreement of
    Indemnification  July 21, 2004,
    incorporated by reference to Exhibit 10(ii) to the Second
    Quarter 2004 Form 10-Q.                                                                                                                                                                               
|        | 10(y)  |  |                         | Chief Executive Officer Medical and Dental Benefits,
    incorporated by reference to Exhibit 10(jj) to the
    Form 10-K for the year ended December 31, 2004.                                                                                                                                                                                  
|        | 10(z)  |  |                         | Second Amended and Restated Membership Agreement dated
    January 1, 1995, among Phosphate Chemicals Export
    Association, Inc. and members of such association, including
    Texasgulf Inc., incorporated by reference to Exhibit 10(t)
    to the 1995 Form 10-K.                                                                          
|        | 10(aa) |  |                         | International Agency Agreement dated effective December 15,
    2006, between Phosphate Chemicals Export Association, Inc. and
    PCS Sales (USA), Inc.                                                                                                                                                                                         
|        | 10(bb) |  |                         | Deferred Share Unit Plan for Non-Employee Directors,
    incorporated by reference to Exhibit 4.1 to the
    registrants Form S-8 (File No. 333-75742) filed
    December 21, 2001.                                                                                                                                                             
|        | 10(cc) |  |                         | Potash Corporation of Saskatchewan Inc. 2005 Performance Option
    Plan and Form of Option Agreement, as amended.                                                                                                                                                                                                                               
|        | 10(dd) |  |                         | Potash Corporation of Saskatchewan Inc. 2006 Performance Option
    Plan and Form of Option Agreement, as amended.                                                                                                                                                                                                                               
|        | 10(ee) |  |                         | Medium Term Incentive Plan of the registrant effective January
    2006, incorporated by reference to Exhibit 10(dd) to the
    registrants report on Form 10-K for the year ended
    December 31, 2005.                                                                                                                                       
|        | 11     |  |                         | Statement re Computation of Per Share Earnings.                                                                                                                                                                                                                                                                                                  
|        | 12     |  |                         | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                               
|        | 13     |  |                         | 2006 Financial Review Annual Report. The 2006 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.                                       
|        | 21     |  |                         | Subsidiaries of the registrant.                                                                                                                                                                                                                                                                                                                  
|        | 23     |  |                         | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                                









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##### Table of Contents



|        |       |  |                         |                                                                                                                                                                                                                                                                                                                                                                   
|------- | ----- |  | ----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |  |                        
|Number  |       |  | Description of Document
|        |       |  |                        
|        | 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) |  |                         | 2007 Notice of Meeting, Proxy Circular and Form of Proxy. The
    2007 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) |  |                         | 2006 Summary Annual Report. The 2006 Summary Annual 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.                                                                                                                                                       









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##### Table of Contents









Signatures


Securities Exchange Act of 1934




| |                                         | 
| | --------------------------------------- | 
| | POTASH CORPORATION OF SASKATCHEWAN INC. | 



| |     |                                                                                                                    | 
| | --- | ------------------------------------------------------------------------------------------------------------------ | 
| | By: | /s/ WILLIAM J. DOYLE                                                                                               | 
| |     | ____________________________________ 
     William J. Doyle President and Chief Executive OfficerFebruary 27, 2007 | 

Securities Exchange Act
of 1934


|                                             |  |                                                                                                                      |  |                   |  | 
|-------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------- |  | ----------------- |  | 
|Signature                                    |  | Title                                                                                                                |  | Date             
|                                             |  |                                                                                                                      |  |                  
|                                            
|/s/ DALLAS J. HOWEDallas
    J. Howe         |  | Chair of the Board                                                                                                   |  | February 27, 2007
|                                            
|/s/ WAYNE R. BROWNLEEWayne
    R. Brownlee   |  | Executive Vice President, Treasurer and
    Chief Financial Officer (Principal financial and accounting
    officer) |  | February 27, 2007
|                                            
|/s/ WILLIAM J. DOYLEWilliam
    J. Doyle     |  | President and Chief Executive Officer                                                                                |  | February 27, 2007
|                                            
|/s/ FREDERICK J. BLESIFrederick
    J. Blesi |  | Director                                                                                                             |  | February 27, 2007
|                                            
|/s/ JOHN W. ESTEYJohn
    W. Estey           |  | Director                                                                                                             |  | February 27, 2007
|                                            
|/s/ WADE FETZER IIIWade
    Fetzer III       |  | Director                                                                                                             |  | February 27, 2007
|                                            
|/s/ ALICE D. LABERGEAlice
    D. Laberge     |  | Director                                                                                                             |  | February 27, 2007
|                                            
|/s/ JEFFREY J. MCCAIGJeffrey
    J. McCaig   |  | Director                                                                                                             |  | February 27, 2007
|                                            
|/s/ MARY MOGFORDMary
    Mogford             |  | Director                                                                                                             |  | February 27, 2007
|                                            
|/s/ PAUL J. SCHOENHALSPaul
    J. Schoenhals |  | Director                                                                                                             |  | February 27, 2007









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##### Table of Contents



|                                                               |  |          |  |                   |  | 
|-------------------------------------------------------------- |  | -------- |  | ----------------- |  | 
|Signature                                                      |  | Title    |  | Date             
|                                                               |  |          |  |                  
|                                                              
|/s/ E. ROBERT STROMBERG,
    Q.C.E.
    Robert Stromberg, Q.C. |  | Director |  | February 27, 2007
|                                                              
|/s/ JACK G. VICQJack
    G. Vicq                               |  | Director |  | February 27, 2007
|                                                              
|/s/ ELENA VIYELLA DE
    PALIZAElena
    Viyella de Paliza     |  | Director |  | February 27, 2007









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##### Table of Contents



EXHIBIT INDEX


|        |      |  |                         |                                                                                                                                                                                                                                                                                                                                                                         
|------- | ---- |  | ----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |  |                        
|Number  |      |  | Description of Document
|        |      |  |                        
|        | 3(a) |  |                         | Articles of Continuance of the registrant dated May 15,
    2002, incorporated by reference to Exhibit 3(a) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 2002 (the Second Quarter 2002
    Form 10-Q).                                                                                                                     
|       
|        | 3(b) |  |                         | Bylaws of the registrant effective May 15, 2002,
    incorporated by reference to Exhibit 3(b) to the Second
    Quarter 2002 Form 10-Q.                                                                                                                                                                                                                                
|       
|        | 4(a) |  |                         | Term Credit Agreement between The Bank of Nova Scotia and other
    financial institutions and the registrant dated
    September 25, 2001, incorporated by reference to
    Exhibit 4(a) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2001.                                                                            
|       
|        | 4(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, incorporated by
    reference to Exhibit 4(b) to the registrants report
    on Form 10-Q for the quarterly period ended
    September 30, 2003 (the Third Quarter 2003
    Form 10-Q).
|       
|        | 4(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,
    incorporated by reference to Exhibit 4(c) to the
    registrants report on Form 8-K dated
    September 21, 2004.                                                            
|       
|        | 4(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, incorporated by
    reference to Exhibit 4(a) to the registrants report
    on Form 8-K dated September 22, 2005.                                                                 
|       
|        | 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,
    incorporated by reference to Exhibit 4(e) to the
    registrants report on Form 10-Q for the quarterly
    period ended September 30, 2006.                                  
|       
|        | 4(f) |  |                         | Indenture dated as of June 16, 1997, between the registrant
    and The Bank of Nova Scotia Trust Company of New York,
    incorporated by reference to Exhibit 4(a) to the
    registrants report on Form 8-K dated June 18,
    1997 (the 1997 Form 8-K).                                                                                                          
|       
|        | 4(g) |  |                         | Indenture dated as of February 27, 2003, between the
    registrant and The Bank of Nova Scotia Trust Company of New
    York, incorporated by reference to Exhibit 4(c) to the
    registrants report on Form 10-K for the year ended
    December 31, 2002 (the 2002 Form 10-K).                                                                                   
|       
|        | 4(h) |  |                         | Form of Notes relating to the registrants offering of
    $400,000,000 principal amount of 7.125% Notes due June 15,
    2007, incorporated by reference to Exhibit 4(b) to the 1997
    Form 8-K.                                                                                                                                                                     
|       
|        | 4(i) |  |                         | Form of Notes relating to the registrants offering of
    $600,000,000 principal amount of 7.75% Notes due May 31,
    2011, incorporated by reference to Exhibit 4 to the
    registrants report on Form 8-K dated May 17,
    2001.                                                                                                                                 
|       
|        | 4(j) |  |                         | Form of Note relating to the registrants offering of
    $250,000,000 principal amount of 4.875% Notes due March 1,
    2013, incorporated by reference to Exhibit 4 to the
    registrants report on Form 8-K dated
    February 28, 2003.                                                                                                                           
|       
|        | 4(k) |  |                         | Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.875% Notes due
    December 1, 2036, incorporated by reference to
    Exhibit 4(a) to the registrants report on
    Form 8-K dated November 29, 2006.                                                                                                                     



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##### Table of Contents





|        |       |  |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- | ----- |  | ----------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |  |                        
|Number  |       |  | Description of Document
|        |       |  |                        
|        | 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., incorporated by reference
    to Exhibit 10(f) to the registrants registration
    statement on Form F-1 (File No. 33-31303) (the
    F-1 Registration Statement).                                                                                                                                                 
|       
|        | 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, incorporated by
    reference to Exhibit 10(g) to the F-1 Registration
    Statement.                                                                                        
|       
|        | 10(c) |  |                         | Producer Agreement dated April 21, 1978, between Canpotex
    Limited and PCS Sales, incorporated by reference to
    Exhibit 10(h) to the F-1 Registration Statement.                                                                                                                                                                                                                                                                                                                                                                                 
|       
|        | 10(d) |  |                         | Canpotex/ PCS Amending Agreement, dated as of October 1,
    1992, incorporated by reference to Exhibit 10(f) to the
    registrants report on Form 10-K for the year ended
    December 31, 1995 (the 1995 Form 10-K).                                                                                                                                                                                                                                                                                                                             
|       
|        | 10(e) |  |                         | Canpotex PCA Collateral Withdrawing/ PCS Amending Agreement,
    dated as of October 7, 1993, incorporated by reference to
    Exhibit 10(g) to the 1995 Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                    
|       
|        | 10(f) |  |                         | Canpotex Producer Agreement amending agreement dated as of
    January 1, 1999, incorporated by reference to
    Exhibit 10(f) to the registrants report on
    Form 10-K for the year ended December 31, 2000 (the
    2000 Form 10-K).                                                                                                                                                                                                                                                                                                            
|       
|        | 10(g) |  |                         | Canpotex Producer Agreement amending agreement dated as of
    July 1, 2002, incorporated by reference to
    Exhibit 10(g) to the registrants report on
    Form 10-Q for the quarterly period ended June 30, 2004
    (the Second Quarter 2004 Form 10-Q).                                                                                                                                                                                                                                                                                        
|       
|        | 10(h) |  |                         | Esterhazy Restated Mining and Processing Agreement dated
    January 31, 1978, between International Minerals &
    Chemical Corporation (Canada) Limited and the registrants
    predecessor, incorporated by reference to Exhibit 10(e) to
    the F-1 Registration Statement.                                                                                                                                                                                                                                                                      
|       
|        | 10(i) |  |                         | 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, incorporated
    by reference to Exhibit 10(p) to the registrants
    report on Form 10-K for the year ended December 31,
    1990.                                                                                                                                                                                 
|       
|        | 10(j) |  |                         | 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),
    incorporated by reference to Exhibit 10(l) to the 1998
    Form 10-K.                                                                                                                                                                                                                                  
|       
|        | 10(k) |  |                         | 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, incorporated by reference to Exhibit 10(m) to
    the 1998 Form 10-K.
|       
|        | 10(l) |  |                         | Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Directors, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       
|        | 10(m) |  |                         | Potash Corporation of Saskatchewan Inc. Stock Option
    Plan  Officers and Employees, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       
|        | 10(n) |  |                         | Short-Term Incentive Plan of the registrant effective January
    2000, as amended March 10, 2005, incorporated by reference
    to Exhibit 10(x) to the Form 10-K for the year ended
    December 31, 2004.                                                                                                                                                                                                                                                                                                                                           
|       
|        | 10(o) |  |                         | Resolution and Forms of Agreement for Supplemental Retirement
    Income Plan, for officers and key employees of the registrant,
    incorporated by reference to Exhibit 10(o) to the 1995
    Form 10-K.                                                                                                                                                                                                                                                                                                                                             
|       
|        | 10(p) |  |                         | Amending Resolution and revised forms of agreement regarding
    Supplemental Retirement Income Plan of the registrant,
    incorporated by reference to Exhibit 10(x) to the
    registrants report on Form 10-Q for the quarterly
    period ended June 30, 1996.                                                                                                                                                                                                                                                                                   
|       
|        | 10(q) |  |                         | Amended and restated Supplemental Retirement Income Plan of the
    registrant and text of amendment to existing supplemental income
    plan agreements, incorporated by reference to
    Exhibit 10(mm) to the registrants report on
    Form 10-Q for the quarterly period ended September 30,
    2000 (the Third Quarter 2000 Form 10-Q).                                                                                                                                                                                                      
|       
|        | 10(r) |  |                         | Form of Letter of amendment to existing supplemental income plan
    agreements of the registrant dated November 4, 2002,
    incorporated by reference to Exhibit 10(cc) to the 2002
    Form 10-K.                                                                                                                                                                                                                                                                                                                                                   
|       
|        | 10(s) |  |                         | Amended and restated agreement
    dated February 20, 2007, between the registrant
    and William J. Doyle concerning the Supplemental Retirement
    Income Plan.                                                                                                                                                                                                                                                                                                                                                                                    



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##### Table of Contents



|        |        |  |                         |                                                                                                                                                                                                                                                                                                                                                                   
|------- | ------ |  | ----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |  |                        
|Number  |        |  | Description of Document
|        |        |  |                        
|       
|        | 10(t)  |  |                         | Supplemental Retirement Benefits Plan for U.S. Executives dated
    effective January 1, 1999, incorporated by reference to
    Exhibit 10(aa) to the Second Quarter 2002 Form 10-Q.                                                                                                                                                                              
|       
|        | 10(u)  |  |                         | Forms of Agreement dated December 30, 1994, between the
    registrant and certain officers of the registrant, concerning a
    change in control of the registrant, incorporated by reference
    to Exhibit 10(p) to the 1995 Form 10-K.                                                                                                                        
|       
|        | 10(v)  |  |                         | Form of Agreement of Indemnification dated August 8, 1995,
    between the registrant and certain officers and directors of the
    registrant, incorporated by reference to Exhibit 10(q) to
    the 1995 Form 10-K.                                                                                                                                             
|       
|        | 10(w)  |  |                         | Resolution and Form of Agreement of Indemnification dated
    January 24, 2001, incorporated by reference to
    Exhibit 10(ii) to the 2000 Form 10-K.                                                                                                                                                                                                            
|       
|        | 10(x)  |  |                         | Resolution and Form of Agreement of
    Indemnification  July 21, 2004,
    incorporated by reference to Exhibit 10(ii) to the Second
    Quarter 2004 Form 10-Q.                                                                                                                                                                                                
|       
|        | 10(y)  |  |                         | Chief Executive Officer Medical and Dental Benefits,
    incorporated by reference to Exhibit 10(jj) to the
    Form 10-K for the year ended December 31, 2004.                                                                                                                                                                                                   
|       
|        | 10(z)  |  |                         | Second Amended and Restated Membership Agreement dated
    January 1, 1995, among Phosphate Chemicals Export
    Association, Inc. and members of such association, including
    Texasgulf Inc., incorporated by reference to Exhibit 10(t)
    to the 1995 Form 10-K.                                                                                           
|       
|        | 10(aa) |  |                         | International Agency Agreement dated effective December 15,
    2006, between Phosphate Chemicals Export Association, Inc. and
    PCS Sales (USA), Inc.                                                                                                                                                                                                          
|       
|        | 10(bb) |  |                         | Deferred Share Unit Plan for Non-Employee Directors,
    incorporated by reference to Exhibit 4.1 to the
    registrants Form S-8 (File No. 333-75742) filed
    December 21, 2001.                                                                                                                                                                              
|       
|        | 10(cc) |  |                         | Potash Corporation of Saskatchewan Inc. 2005 Performance Option
    Plan and Form of Option Agreement, as amended.                                                                                                                                                                                                                                                
|       
|        | 10(dd) |  |                         | Potash Corporation of Saskatchewan Inc. 2006 Performance Option
    Plan and Form of Option Agreement, as amended.                                                                                                                                                                                                                                                
|       
|        | 10(ee) |  |                         | Medium Term Incentive Plan of the registrant effective January
    2006, incorporated by reference to Exhibit 10(dd) to the
    registrants report on Form 10-K for the year ended
    December 31, 2005.                                                                                                                                                        
|       
|        | 11     |  |                         | Statement re Computation of Per Share Earnings.                                                                                                                                                                                                                                                                                                                   
|       
|        | 12     |  |                         | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                
|       
|        | 13     |  |                         | 2006 Financial Review Annual Report. The 2006 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.                                                        
|       
|        | 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)  |  |                         | 2007 Notice of Meeting, Proxy Circular and Form of Proxy. The
    2007 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)  |  |                         | 2006 Summary Annual Report. The 2006 Summary Annual 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.