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                                                                  Exhibit 10(ii)

                    POTASH CORPORATION OF SASKATCHEWAN INC.
                              ("THE CORPORATION")

                             DIRECTORS' RESOLUTION

WHEREAS the bylaws of the Corporation require the Corporation to indemnify
directors and officers of the Corporation and each person who acts at the
Corporation's request as a director or officer of a body corporate of which the
Corporation is a shareholder or creditor against all costs reasonably incurred
by him or her in respect of any civil, criminal or administrative proceeding to
which he or she is made party by reason of being or having been a director or
officer of the Corporation or such body corporate;

AND WHEREAS such indemnification is permitted under the laws of the Province of
Saskatchewan;

AND WHEREAS the laws of the Province of Saskatchewan permit each director of the
Corporation to vote on a resolution approving a contract to which he or she is a
party if the contract is one for indemnification under section 119 of The
Business Corporation's Act;

AND WHEREAS it is considered to be in the best interests of the Corporation that
such contracts of indemnification be entered into, as appropriate, with
officers, former officers, directors and former directors of the Corporation and
with each person who acts or has acted at the Corporation's request as a
director or officer of a body corporate of which the Corporation is or was a
shareholder or creditor;

THEREFORE, BE IT RESOLVED THAT:

The Senior Vice President, General Counsel and Secretary or in his absence any
officer or director of the Corporation be and is hereby authorized on a
continuing basis to enter into a contract of indemnity, substantially in the
form set out in SCHEDULE I to this resolution, with each officer and director of
the Corporation and with each person who acts or has acted at the Corporation's
request as a director or officer of a body corporate of which the Corporation is
or was a shareholder or creditor, as such directors or officers may be elected
or appointed from time-to-time.
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                                                                      SCHEDULE I

                          AGREEMENT OF INDEMNIFICATION

THIS AGREEMENT made the    --   day of 200 -- .

BETWEEN:
            POTASH CORPORATION OF SASKATCHEWAN INC. (a corporation
            incorporated under The Business Corporations Act (Saskatchewan),
                                                            (the "Corporation");

                                - and -

            (INDEMNITEE'S NAME) of the City of ________, in the  ______________,
                                                             (the "Indemnitee").

WHEREAS it is essential to the Corporation and to the bodies corporate of which
the Corporation is a shareholder or creditor (collectively the "Included
Corporations") to retain and attract as directors and officers the most capable
persons available;

AND WHEREAS, for that purpose, it is the policy of the Corporation to indemnify
its directors and officers and the persons who, at the Corporation's request,
act as directors or officers of bodies corporate in which the Corporation is a
shareholder or creditor (collectively the "Eligible Indemnitees") as permitted
by law;

AND WHEREAS, the bylaws of the Corporation require the Corporation to indemnify
its Eligible Indemnitees whenever required or permitted by law;

AND WHEREAS the Corporation has requested the Indemnitee to act or to continue
to act as a director or officer, or both of one or more or the Included
Corporations;

AND WHEREAS the Indemnitee has agreed to act or to continue to act as a director
or officer, or both, of one or more of the Included Corporations upon the
condition that the Corporation executes and delivers this agreement of
indemnification;

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the premises
and the mutual covenants herein contained and for good and valuable
consideration, the receipt of which is hereby acknowledged by both parties, the
Corporation and Indemnitee agree as follows:

1.   AGREEMENT TO SERVE: The Indemnitee agrees to act or to continue to act as a
     director an/or officer of one or more or the Included Corporations for so
     long as he or she is duly elected or appointed or until such time as he or
     she ceases to be a director or officer, whether by resignation in writing
     or otherwise.

2.   INDEMNITY RIGHT: To the extent permitted under applicable law, and subject
     to the further terms and conditions of this agreement, the Corporation
     hereby agrees to indemnify the Indemnitee against all costs, charges and
     expenses, including any amount paid to settle an action or satisfy a
     judgment, reasonably incurred by the Indemnitee in respect of any civil,
     criminal or administrative action or proceeding to which the Indemnitee is
     made a party by reason of being or having been a director or officer, or
     both, of one or more of the Included Corporations.

3.  SCOPE: The agreement extends to all acts, omissions, circumstances and
    events, whether occurring before or after the date of this agreement.

4.   CONDITIONS PRECEDENT:

        a)  NOTICE: The indemnitee shall, as soon as reasonably practicable
            after becoming aware of any claim, demand, action or proceeding
            which may give rise to indemnification hereunder, give written
            notice to the Corporation, directed to its corporate secretary,
            provided however, that failure to give notice in a timely fashion
            shall not disentitle the Indemnitee to the right to indemnity
            hereunder except to the extent the Corporation suffers actual
            prejudice by reason of the delay.
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        b)  GENERAL CONDITIONS: Notwithstanding anything herein contained, and
            for greater certainty, the indemnity provided by Section 2 is only
            available to the Indemnitee if:

            i)    the Indemnitee acted honestly and in good faith with a view to
                  the best interests of the Included Corporations; and

            ii)   in the case of a criminal or administrative action or
                  proceeding that is enforced by a monetary penalty, the
                  Indemnitee had reasonable grounds for believing that the
                  conduct in question was lawful; and

            iii)  in respect of an action by or on behalf of an Included
                  Corporation to procure a judgment in its favour, to which the
                  Indemnitee is made a party by reason of being or having been a
                  director or officer of the Included Corporation, a court of
                  competent jurisdiction gives its approval to the Included
                  Corporation to indemnify the Indemnitee.

        c)  DEFENCE COSTS: The Corporation shall not be liable for any defence
            costs (including without limitation, any costs, charges and expenses
            to investigate, defend, or monitor any action or proceeding)
            incurred without its prior express consent, which consent shall not
            be unreasonably withheld. In considering the reasonableness of any
            request by the Indemnitee that the Corporation consent to the
            incurring of defence costs, the Corporation may consider, without
            limitation, the proposed choice of defence counsel, the terms of
            engagement or proposed counsel and the extent to which the defence
            costs may be controlled or limited through common efforts, including
            the employment of common counsel, with other directors and officers
            of the Included Corporation, without the creation of actual or
            perceived conflicts of interest.

        d)  SETTLEMENTS: The Corporation shall not be liable for any costs,
            charges, or expenses incurred in connection with any settlement in
            respect of any claim, demand, action or proceeding against the
            Indemnitee which has been entered into without the prior express
            consent of the Corporation. For greater clarity, and without
            limiting in any way the generality of the foregoing, in the event
            that the Indemnitee enters into any such settlement without the
            prior express consent of the Corporation, the Corporation shall not
            be responsible for indemnifying the Indemnitee for any compensation
            or other payment to be made under the settlement or for costs of
            negotiating or implementing the settlement and the Indemnitee shall
            not seek indemnity from the Corporation in respect of any other
            costs, charges or expenses in association with such settlement.

        e)  OTHER INDEMNIFICATION: The parties hereto contemplate that insurance
            may be purchased that my provide indemnification or reimbursement to
            the Indemnitee for costs, charges and/or expenses in some or all of
            the circumstances described in Section 2 hereof. It is a condition
            of this indemnity that the Corporation is only liable to indemnify
            the Indemnitee if, and to the extent that, the Indemnitee has not in
            fact received from any other person, indemnification or
            reimbursement for the costs, charges and expenses in respect of
            which indemnification is ought by the Indemnitee from the
            Corporation, including by reason of or through any policy of
            insurance.

     5. FURTHER EXCEPTIONS: Notwithstanding anything herein contained, the
        indemnity proved by Section 2 shall not be applicable to or in respect
        of any claim arising from:

        a)   any act, omission, circumstance or event, in respect of which it is
             proven that the Indemnitee has improperly profited by the conduct
             which is the subject of the claim, demand, action or proceeding,
             whether by trading activities contrary to securities laws or
             otherwise;

        b)   failure of the Indemnitee to act in accordance with specific and
             lawful instructions or directions of the board of directors, or an
             officer who is entitled to provide instruction or directions to the
             Indemnitee, of the Included Corporation.
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     6.   APPROVALS: Where any indemnification sought pursuant to Section 2
          hereof is, under applicable law, subject to or conditional upon the
          approval or consent of any court or of any governmental body or
          regulatory authority, the Corporation agrees to make or cause to be
          made all necessary applications and to use its reasonable best efforts
          to obtain or assist in obtaining or facilitating the obtaining of such
          approval or consent.

     7.   RIGHT TO RESIGN AND SURVIVAL: Nothing in this agreement shall prevent
          the Indemnitee from resigning as a director or officer, or both, of
          the Corporation or any other body corporate at any time. This
          agreement shall survive any such resignation or any other circumstance
          by reason of which the Indemnitee shall cease to be a director or
          officer of the Corporation or any other body corporate.

     8.   SETTLEMENT FOR CORPORATION: Subject to the consent of the Indemnitee,
          the Corporation may enter into a settlement or other agreement to
          compromise a claim, demand, action or proceeding which has given rise
          to a notice of claim for indemnity hereunder.

          If the Indemnitee refuses to give consent to the terms of a proposed
          settlement or compromise which is otherwise acceptable to the
          Corporation, any amount awarded against the Indemnitee in excess of
          the amount for which settlement or compromise could have been made by
          the Corporation shall not be recoverable under this agreement, it
          being further agreed by the parties that in such event the Corporation
          shall only be responsible for costs, charges and expenses up to the
          time at which settlement could have been made.

     9.   ADVANCE PAYMENT OF DEFENCE COSTS: Except as otherwise expressly
          provided herein, it is contemplated by the parties that in the event
          the Indemnitee is not receiving indemnification from any other source
          during the course of any action or proceeding for which indemnity is
          available pursuant to this agreement, the Corporation will advance and
          pay all costs, charges and expenses associated with the defence and
          appeal of the claim, demand, action or proceeding as they are
          incurred, provided however that if:

          a)   it is subsequently is demonstrated that the Indemnitee is not
               entitled to indemnity for any reason the amounts so advanced and
               paid by the Corporation shall be repaid by the Indemnitee to the
               Corporation forthwith upon request;

          b)   The Indemnitee subsequently receives indemnification or
               reimbursement for all or part of any costs, charges or expenses
               from a source or sources other than the Corporation, the amounts
               so advanced and paid by the Corporation shall be repaid by the
               Indemnitee to the Corporation forthwith upon request, to the
               extent that the Indemnitee receives indemnification or
               reimbursement from such other source or sources.

     10.  SUBROGATION: To the extent permitted by law, the Corporation shall be
          subrogated to all rights which the Indemnitee may have under all
          policies of insurance or other contracts pursuant to which the
          Indemnitee may be entitled to reimbursement of, or indemnification in
          respect of, all or any part of the costs, charges and expenses which
          are borne by the Corporation pursuant to this agreement.

     11.  PROPER LAW AND ATTORNMENT: This agreement shall be construed in
          accordance with an governed by the laws of the Province of
          Saskatchewan and the parties hereto attorn to the jurisdiction of the
          courts of Saskatchewan in respect of any proceedings arising out of
          this agreement.

     12.  SEVERABILITY: Each section and each provision within each section, of
          this agreement is severable, the one from the other, and if for any
          reason any section or provision of this agreement is not enforceable
          or is otherwise invalid at law, or would render invalid or
          unenforceable any policy of insurance purchased by the Corporation on
          behalf of or for the benefit of either the Corporation or the
          Indemnitee, the same shall be severed from the remainder of the
          agreement and the remainder of this agreement shall nonetheless be
          given full force and effect in accordance with its terms.
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     13.  FURTHER RESPONSIBILITIES AND ASSURANCES: The Indemnitee:

          a)   shall attend diligently to, and assist in the conduct of, the
               defence of any claim, demand, action or proceeding, shall assist
               in enforcing any right of contribution or indemnity against any
               person or organization and shall attend hearings and trials and
               assist in securing and giving of evidence and obtaining the
               attendance of witnesses;

          b)   shall not voluntarily make any payment, assume any obligation or
               admit any liability in respect of any claim, demand, action or
               proceeding without the prior express consent of the Corporation;
               and

          c)   shall execute such further assurances and documents, give such
               consents and perform such further acts as the Corporation may
               reasonable request in order that the Corporation may enjoy the
               full benefits of this agreement in accordance with its terms and
               for that purpose shall enter into such assignments, powers of
               attorney and other documents as may be reasonably required in the
               circumstances.

     14.  AMENDMENT: This agreement may be amended only by written instrument
          executed by the Corporation and the Indemnitee.

     15.  ENUREMENT AND SUCCESSORS: This agreement is irrevocable and enures to,
          and is binding upon, the parties hereto and their respective heirs,
          successors, representatives and assigns.

IN WITNESS WHEREOF the Corporation and the Indemnitee have executed this
Agreement as of the day and year first written above.

                                     POTASH CORPORATION OF SASKATCHEWAN INC.

                                     By:
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                                     By:
                                       -----------------------------------------

<TABLE>
<S>                                              <C>
SIGNED in the presence of

----------------------------------     -----------------------------------------
Witness                                          (Indemnitee Name)
</TABLE>