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Exhibit 10(l)
 POTASH CORPORATION OF SASKATCHEWAN INC.
STOCK OPTION PLAN  DIRECTORS
 1.
    
    Purpose of PlanPotash Corporation of Saskatchewan Inc. (the Corporation) by resolution of its Board of
Directors (the Board) has established this Plan to encourage directors of the Corporation
to promote the growth and profitability of the Corporation by providing them with the
opportunity through options to acquire Common Shares of the Corporation (Common Shares).2.
    
    AdministrationThis Plan shall be administered by the Board.3.
    
    Grant of OptionsFrom time to time the Board may designate individual directors of the Corporation to be
granted options to purchase Common Shares and the number of Common Shares which each such
person will be granted an option to purchase; provided that the aggregate number of Common
Shares subject to such options may not exceed the number provided for in paragraph 4 of this
Plan.4.
    
    Shares Subject to OptionThe aggregate number of Common Shares issuable after January 24, 1995 pursuant to options
under this Plan may not exceed 456,000 shares. The number of Common Shares issuable
pursuant to options under this Plan shall be subject to adjustment under paragraphs 8 and 9.The aggregate number of Common Shares in respect of which options have been granted to any
one person and which remain outstanding shall not at any time exceed 5% of the number of
issued and outstanding Common Shares (on a non-diluted basis) at that time.If any option granted under this Plan, or any portion thereof, expires or terminates for any
reason without having been exercised in full, the Common Shares with respect to which such
option has not been exercised shall again be available for further options under this Plan.




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5.
    
    Option PriceThe option price under this Plan to any optionee shall be the fair market value of the
Common Shares at such time which, for optionees resident in the United States and any other
optionees designated by the Board, shall be deemed to be the closing price per share of the
Common Shares on the New York Stock Exchange on the last trading day immediately preceding
the day the option is granted and, for all other optionees, shall be deemed to be the
closing price per share of the Common Shares on The Toronto Stock Exchange on the last
trading day immediately preceding the day the option is granted; provided that, in either
case, if the Common Shares did not trade on such exchange on such day the option price shall
be the closing price per share on such exchange on the last day on which the Common Shares
traded on such exchange prior to the day the option is granted.6.
    
    Terms of OptionThe period during which an option is exercisable may not exceed 10 years from the date the
option is granted. The option agreement may contain provisions limiting the number of
Common Shares with respect to which the option may be exercised in any one year. Each
option agreement shall contain provisions to the effect that:
 a.
    
    if an optionee ceases to be a director of the Corporation by reason of his or
her death or an optionee who is a retiree pursuant to clause b below dies, the legal
personal representatives of the optionee will be entitled to exercise any unexercised
options, including such options that may vest after the date of death, during the
period ending at the end of the twelfth calendar month following the calendar month in
which the optionee dies, failing which exercise the options terminate;b.
    
    subject to the terms of clause a above, if an optionee ceases to be a director
of the Corporation by reason of retirement in accordance with the then prevailing
retirement policy of the Corporation, the optionee will be entitled to exercise any
unexercised options, including such options as may vest after the date of retirement,
until the expiry date of such options or the date on which such options are otherwise
terminated in accordance with the provisions of this Plan, failing which exercise the
options terminate;c.
    
    if an optionee ceases to be a director of the Corporation for any reason other
than as provided in the preceding clauses a. or b., the optionee will be entitled to
exercise any unexercised options, to the extent exercisable at the date of such event,
during the period ending at the end of the calendar month immediately following the
calendar month in which the event occurs, failing which exercise the options terminate;
andd.
    
    each option is personal to the optionee and is not assignable, except (i) as
provided in the preceding clause a, and (ii) at the election of the Board, an option
may be assignable to the spouse, children and grandchildren of the original optionee
and to a trust, partnership or limited liability company, the entire beneficial
interest of which is held by one or more of the foregoing.
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Nothing contained in the preceding clauses a, b or c shall extend the period during which an
option may be exercised beyond its stipulated expiry date or the date on which it is
otherwise terminated in accordance with the provisions of this Plan.If an option is assigned pursuant to the preceding subclause (ii) of clause d, the
references in the preceding clauses a, b and c to ceasing to be a director or death of an
optionee shall not relate to the assignee of an option but shall relate to the original
optionee. In the event of such assignment, legal personal representatives of the original
optionee shall not be entitled to exercise the assigned option, but the assignee of the
option or the legal personal representatives of the assignee may exercise the option during
the applicable specified period.7.
    
    Exercise of OptionsSubject to the provisions of this Plan, an option may be exercised from time to time by
delivering to the Corporation at its registered office a written notice of exercise
specifying the number of shares with respect to which the option is being exercised and
accompanied by payment in cash or certified cheque in full of the
purchase price of the shares then being purchased.8.
    
    AdjustmentsAppropriate adjustments to the authorized limits set forth in paragraph 4, in the number,
class and/or type of shares optioned and in the option price per share, both as to options
granted or to be granted, shall be made by the Board to give effect to adjustments in the
number of Common Shares which result from subdivisions, consolidations or reclassifications
of the Common Shares, the payment of share dividends by the Corporation, the reconstruction,
reorganization or recapitalization of the Corporation or other relevant changes in the
capital of the Corporation. If the Corporation sells all or substantially all of its assets
as an entirety or substantially as an entirety, options under this Plan may be exercised, in
whole or in part, at any time up to and including (but not after) a date 30 days following
the date of completion of such sales or prior to the close of business on the date the
option expires, whichever is earlier.9.
    
    MergersIf the Corporation proposes to amalgamate or merge with another body corporate, the
Corporation shall give written notice thereof to optionees in sufficient time to enable them
to exercise outstanding options, to the extent they are otherwise exercisable by their
terms, prior to the effective date of such amalgamation or merger if they so elect. The
Corporation shall use its best efforts to provide for the reservation and issuance by the
amalgamated or continuing corporation of an appropriate number of shares, with appropriate
adjustments, so as to give effect to the continuance of the options to the extent reasonably
practicable. In the event that the Board determines in good faith that such continuance is
not in the circumstances practicable, it may upon 30 days notice to optionees terminate the
options.
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10.
    
    Change of ControlIf a change of control of the Corporation occurs, each then outstanding option granted
under this Plan may be exercised, in whole or in part, even if such option is not otherwise
exercisable by its terms. For purposes of this paragraph 10, a change of control of the
Corporation shall be deemed to have occurred if:
 a.
    
    within any period of two consecutive years, individuals who at the beginning of
such period constituted the Board and any new directors whose appointment by the Board
or nomination for election by shareholders of the Corporation was approved by a vote of
at least a majority of the directors then still in office who either were directors at
the beginning of the period or whose appointment or nomination for election was
previously so approved, cease for any reason to constitute a majority of the Board;b.
    
    there occurs an amalgamation, merger, consolidation, wind-up, reorganization or
restructuring of the Corporation with or into any other entity, or a similar event or
series of such events, other than any such event or series of events which results in
securities of the surviving or consolidated corporation representing 50% or more of the
combined voting power of the surviving or consolidated corporations then outstanding
securities entitled to vote in the election of directors of the surviving or
consolidated corporation being beneficially owned, directly or indirectly, by the
persons who were the holders of the Corporations outstanding securities entitled to
vote in the election of directors of the Corporation prior to such event or series of
events in substantially the same proportions as their ownership immediately prior to
such event of the Corporations then outstanding securities entitled to vote in the
election of directors of the Corporation;c.
    
    50% or more of the fixed assets (based on book value as shown on the most
recent available audited annual or unaudited quarterly consolidated financial
statements) of the Corporation are sold or otherwise disposed of (by liquidation,
dissolution, dividend or otherwise) in one transaction or series of transactions within
any twelve month period;d.
    
    any party, including persons acting jointly or in concert with that party,
becomes (through a take-over bid or otherwise) the beneficial owner, directly or
indirectly, of securities of the Corporation representing 20% or more of the combined
voting power of the Corporations then outstanding securities entitled to vote in the
election of directors of the Corporation, unless in any particular situation the Board
determines in advance of such event that such event shall not constitute a change of
control; ore.
    
    the Board approves and/or recommends that shareholders accept, approve or adopt
any transaction that would constitute a change of control under clause b, c or d above.
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11.
    
    Amendment or Discontinuance of this PlanThe Board may amend or discontinue the Plan at any time, without obtaining the approval of
shareholders of the Corporation unless required by the relevant rules of the Toronto Stock
Exchange, provided that, subject to paragraphs 8, 9, and 10, no such amendment may increase
the aggregate maximum number of Common Shares that may be subject to stock options under
this Plan, change the manner of determining the minimum option price, extend the option
period under any option beyond 10 years, expand the assignment provisions of the Plan or,
without the consent of the holder of the option, alter or impair any option previously
granted to an optionee under this Plan; and, provided further, for greater certainty, that,
without the prior approval of the Corporations shareholders, stock options issued under
this Plan shall not be repriced, replaced, or regranted through cancellation, or by lowering
the option price of a previously granted stock option. Pre-clearance of the Toronto Stock
Exchange of amendments to the Plan will be required to the extent provided under the
relevant rules of the Toronto Stock Exchange.12.
    
    Evidence of OptionsEach option granted under this Plan shall be embodied in a written option agreement between
the Corporation and the optionee which shall give effect to the provisions of this Plan.
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