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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(State or other jurisdiction
    of
    incorporation or organization)

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

    South
 Saskatoon, Saskatchewan, Canada S7K 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
    registeredCommon 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
   Regulation S-K Form 10-K Form 10-K. þ
  Exchange Act.
  þ o
  o o
   Rule 12b-2 Act
 o þ
    DOCUMENTS INCORPORATED BY REFERENCE




---



##### 





POTASH
    CORPORATION OF SASKATCHEWAN INC. Form 10-K
    Annual Report
    For the Fiscal Year Ended December 31, 2008
  Table of
    Contents
  FORWARD-LOOKING STATEMENTS


1PART I


3Item 1.

Business


3General


3Potash Operations


4Phosphate Operations


9Nitrogen Operations


13Marketing


14Distribution and Transportation


16Competition


18Employees


18Royalties and Certain Taxes


19Environmental Matters


19Our Executive Officers


24Presentation of Financial
    Information


25Where You Can Find More
    Information


25Item 1A.

Risk Factors


25Item 1B.

Unresolved Staff Comments


28Item 2.

Properties


28Item 3.

Legal Proceedings


28Item 4.

Submission of Matters to a Vote of Security
    Holders


29PART II


30Item 5.

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


30Item 6.

Selected Financial Data


31Item 7.

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


31Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


31Item 8.

Financial Statements and Supplementary Data


31Item 9.

Changes In and Disagreements With Accountants on
    Accounting and Financial Disclosure


31Item 9A.

Controls and Procedures


32Item 9B.

Other Information


32PART III


34Item 10.

Directors, Executive Officers and Corporate
    Governance


34Item 11.

Executive Compensation


34Item 12.

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


34Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


34Item 14.

Principal Accounting Fees and Services


34PART IV


35Item 15.

Exhibits and Financial Statement Schedules


35List of Documents Filed as Part of
    this Report


35SIGNATURES


41EXHIBIT 10(N)EXHIBIT 10(R)EXHIBIT 10(U)EXHIBIT 10(V)EXHIBIT 10(W)EXHIBIT 10(X)EXHIBIT 10(Z)EXHIBIT 10(AA)EXHIBIT 10(JJ)EXHIBIT 10(PP)EXHIBIT 10(QQ)EXHIBIT 11EXHIBIT 12EXHIBIT 13EXHIBIT 21EXHIBIT 23EXHIBIT 31(A)EXHIBIT 31(B)EXHIBIT 32EXHIBIT 99(A)EXHIBIT 99(B)     (i)




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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,
    business prospects and opportunities, and effective income tax
    rates;
    fluctuations in supply and demand for fertilizer, including
    fluctuations as a result of economic or political conditions in
    our markets, which, among other things, can cause volatility in
    the prices of our fertilizer products;
    fluctuations in the prices and availability of other raw
    materials, including sulfur, which is a primary input in our
    phosphate operations;
    fluctuations in the cost and availability of transportation and
    distribution for our raw materials and products, including
    railcars and ocean freight;
    changes in competitive pressures, including pricing pressures;
    the current global financial crisis and conditions and changes
    in credit markets;
    the results of negotiations with China and India;
    timing and amount of capital expenditures;
    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;
    changes in capital markets and corresponding effects on our
    investments, including our investments in auction rate
    securities and changes in currency and exchange rates;
    unexpected or adverse weather conditions, which can impact
    demand for fertilizer and timing of fertilizer sales during the
    year;
    unexpected geological conditions, including water inflows;
    imprecision in reserve estimates;
    the outcome of legal proceedings;
    strikes or other forms of work stoppage or slowdown;
    changes in, and the effects of, government policy and
    regulations, including environmental regulations and regulations
    and actions affecting our transportation and sale of natural
    gas, which could increase our costs of compliance and otherwise
    affect our business;
    acquisitions we may undertake in the future; and
    earnings, exchange rates and the decisions of taxing
    authorities, all of which could affect our effective tax rates.    FORM
    10-K ï Forward-Looking
    Statements

Page  1




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FORM
    10-K ï Forward-Looking
    Statements

Page  2




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##### Table of Contents



Part I
   Item 1.
    Business  General
            st is (306) 933-8500.
  History
  Canada Business
    Corporations Act
    
    the New Brunswick potash mine and port facilities and our
    Patience Lake solution mine in Saskatchewan in 1993;
    PCS Phosphate Company, Inc. (formerly Texasgulf Inc.) and White
    Springs Agricultural Chemicals, Inc., phosphate fertilizer and
    feed producers, in 1995;
    Arcadian Corporation, a producer of nitrogen fertilizer,
    industrial and feed products, in 1997;  FORM
    10-K ï Part
    I

Page  3




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##### Table of Contents




    PCS Cassidy Lake, a potash mill facility located at Clover Hill,
    New Brunswick, in 1998;
    approximately 9% of the shares of Israel Chemicals Ltd.
    (ICL) pursuant to a public offering by the State of
    Israel in 1998. In June 2005, we acquired twenty-one million
    additional shares in ICL, increasing our ownership interest to
    10%. In October 2008, we acquired 14.3 million additional
    shares in ICL, increasing our ownership interest to 11%;
    PCS Purified Phosphates (formerly a joint venture we had with
    Albright & Wilson Americas Inc.), a phosphoric acid
    joint venture, in 2000;
    20% of the shares of Sociedad Química y Minera de Chile
    S.A. (SQM), a Chilean specialty fertilizer, iodine
    and lithium company, in transactions in October 2001 and April
    and May of 2002. In 2004, we sold a portion of this investment
    and subsequently acquired ICLs entire interest in SQM,
    resulting in our ownership of approximately 25% of the
    outstanding equity of SQM. In October and December 2006 and July
    2007, we increased our ownership interest to 32%;
    26% of the shares of Arab Potash Company (APC) from
    Jordan Investment Corporation, an arm of the Jordanian
    government, in October of 2003. In June 2005, we acquired one
    million additional shares in APC and in April 2006, we acquired
    220,100 additional shares in APC, increasing our ownership
    interest to 28%; and
    approximately 10% 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% of the shares of Sinofert, increasing our
    ownership interest to 20%. During July 2007, our ownership
    interest was diluted to approximately 19% due to the issuance of
    shares by Sinofert. In 2008, we acquired a total of
    385.9 million additional shares of Sinofert, increasing our
    ownership interest to 22%. Potash
    Operations    Properties
        FORM
    10-K ï Part
    I

Page  4




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##### Table of Contents



Production
    2 2
    FORM
    10-K ï Part
    I

Page  5




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##### Table of Contents



AnnualCapacity


2008 Production


2007 Production


2006 ProductionFinished








Finished








Finished








FinishedProduct


Ore





Product


Ore





Product


Ore





Product(Millions


(Millions


Grade


(Millions


(Millions


Grade


(Millions


(Millions


Grade


(Millionsof tonnes)


of tonnes)


%
    K2O


of tonnes)


of tonnes)


%
    K2O


of tonnes)


of tonnes)


%
    K2O


of tonnes)Lanigan


3.828



7.688



20.16



2.141



7.201



20.07



1.907



5.416



20.16



1.471Rocanville


3.044



8.086



24.81



2.834



7.657



24.26



2.647



5.675



23.99



1.897Allan


1.885



3.213



24.63



1.093



4.906



25.66



1.744



2.984



25.14



0.992Cory


1.361



1.680



22.49



0.420



2.672



24.20



0.768



2.545



25.12



0.772Patience
    Lake(1)


1.033











0.282











0.257











0.190Esterhazy(2)


1.313











1.125











1.043











0.953New Brunswick


0.785



2.452



23.01



0.802



2.427



22.89



0.793



2.273



23.03



0.743Totals


13.249



23.119







8.697



24.863







9.159



18.893







7.018
  (1)
    Solution mine.(2)
    Product tonnes received at Esterhazy are based on a mining and
    processing agreement with Mosaic.    Reserves
    FORM
    10-K ï Part
    I

Page  6




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##### Table of Contents



Mineral Reserves

Average(Millions of tonnes

Grade

Years of Remainingrecoverable
    ore)(1)(2)(3)

K2O

Mine
    Life(4)Allan


328



25.9%



89Cory


224



25.1%



97Lanigan


570



22.0%



84Rocanville


426



22.5%



60Patience
    Lake(5)










Esterhazy(6)


10



24.5%



3New Brunswick


193



24.6%



81
  (1)
    Mineral reserves include proven and probable reserves. There has
    been no third party review of reserve estimates within the last
    three years.(2)
    The extraction ratio of recoverable ore to in-place material for
    each mine is as follows: Allan 0.32, 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 2.90, Cory 3.52, Lanigan 3.68,
    Rocanville 2.90 and New Brunswick 3.06.(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 3.70, Cory 2.30, Lanigan 6.77, Rocanville 7.14
    and New Brunswick 2.38. Mining rates are constrained by the
    equipment and manpower we utilize at each mine so that our
    production capacity at each mine depends, in part, on the ore
    concentration ratio encountered at each mine. Years of remaining
    mine life, in the case of the Saskatchewan mines, do not include
    any announced expansions and, in the case of the New Brunswick
    mines, are based upon applying the current annual mining rate to
    the expanded reserves.(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 3.3% of the Companys potash
    production in 2008.(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. 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 nominated amount for 2009 and the maximum amount of product
    under the agreement for subsequent years will be received by the
    Company. However, Mosaic, has expressed a different view with
    respect to the remaining life under the agreement and Mosaic and
    the Company are currently in discussions regarding the extent of
    remaining Company reserves and by extension, the Years of
    Remaining Life for the Companys entitlement. The Company
    intends to continue to assert its position vigorously in such
    discussions with Mosaic.  Resources
    FORM
    10-K ï Part
    I

Page  7




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##### Table of Contents




    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 few drill intersections within a seismically defined
    area, or with structurally modified (folded) and less consistent
    mineralogy, but still exhibiting good quality potash
    intersections, are reported in the indicated mineral resource
    category; and
    areas with little or no drilling, complex geology, partial
    seismic coverage
    and/or
    inconsistent potash quality in drill intersections are reported
    in the inferred mineral resource category.      Mineral ResourceMeasured Resource

Indicated Resource

Inferred Resource(Millions of tonnes

(Millions of tonnes

(Millions of tonnesin-place)

in-place)

in-place)Allan


1,153







3,895Cory


958



266



2,950Lanigan


1,447



1,849



1,755Rocanville






419



616Patience
    Lake(1)










Esterhazy(2)










New Brunswick






153



319
  (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 at
    present.(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.  43-101.
  FORM
    10-K ï Part
    I

Page  8




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##### Table of Contents




    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
      
  FORM
    10-K ï Part
    I

Page  9




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##### Table of Contents




    animal feed plants in Marseilles, Illinois; Weeping Water,
    Nebraska; and Joplin, Missouri;
    a technical and food grade phosphate plant in Cincinnati, Ohio;
    and
    a terminal facility at Morehead City, North Carolina.  Plant Locations

Phosphate Products ProducedAurora, North Carolina

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

SPA, DAP, MAP,
    MGA(2),

    animal feedCincinnati, Ohio

Blended purified acid productsGeismar,
    Louisiana(3)

MGAMarseilles, Illinois

Animal feedWeeping Water, Nebraska

Animal feedJoplin, Missouri

Animal feed
  (1)
    In 2005, production of DFP at this location was suspended
    indefinitely.(2)
    All of the MGA is consumed internally in the production of
    downstream products.(3)
    In 2006, production of superphosphoric acid and ammonium
    polyphosphate products at this location was suspended
    indefinitely.  Production
          FORM
    10-K ï Part
    I

Page  10




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##### Table of Contents



Phosphate Rock(Millions of tonnes)Annual


2008


2007


2006Capacity


Production


%
    P2O5


Production


%
    P2O5


Production


%
    P2O5Aurora, NC


6.0



4.027



27.35



4.086



27.39



4.577



27.62White Springs, FL


3.6



3.025



29.88



3.226



29.87



3.114



29.79Geismar, LA


























Total


9.6



7.052







7.312







7.691
  Phosphoric Acid(Millions of tonnes
    P2O5)Annual


2008


2007


2006Capacity


Production


Production


ProductionAurora, NC


1.202



1.054



1.083



1.080White Springs, FL


0.966



0.741



0.925



0.881Geismar, LA


0.202



0.147



0.156



0.147Total


2.370



1.942



2.164



2.108
  Reserves
  2 5
      FORM
    10-K ï Part
    I

Page  11




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##### Table of Contents



2 5
  Tonnes ofPhosphate Rock


Average Grade(Millions of tonnes)


%
    P2O5Aurora


340



30.7%White Springs


49



30.7%Total


389
  20-year
    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.  FORM
    10-K ï Part
    I

Page  12




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##### Table of Contents



Nitrogen
    Operations    Properties
    Plant Locations

Nitrogen Products ProducedAugusta, Georgia

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

Nitric acid and nitrogen solutionsLima, Ohio

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

Ammonia and urea
  (1)
    Since 2003, we have not produced ammonia at Geismar.  Production
      Ammonia(1)(Millions of tonnes)Annual


2008


2007


2006Capacity


Production


Production


ProductionTrinidad


2.177



1.785



2.077



1.932Augusta, GA


0.713
(2)


0.674



0.610



0.633Lima, OH


0.588



0.538



0.531



0.339Total


3.478



2.997



3.218



2.904
  (1)
    A substantial portion is upgraded to value added products.(2)
    Ammonia capacity increased by 25,000 tonnes.  Raw
    Materials
    FORM
    10-K ï Part
    I

Page  13




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##### Table of Contents



Marketing    2008


2007


2006(millions of dollars)PotashCanada

$
150.6


$
88.0


$
65.7United States


1,353.1



764.7



557.5Canpotex(1)


2,257.1



782.7



467.1Other


307.3



161.8



137.2Total

$
4,068.1


$
1,797.2


$
1,227.5PhosphatesCanada

$
200.3


$
125.7


$
78.1United States


1,640.6



1,076.2



799.9PhosChem(1)


713.6



264.6



232.2Other


326.2



170.6



144.9Total

$
2,880.7


$
1,637.1


$
1,255.1NitrogenCanada

$
9.9


$
1.3


$
13.9United States


2,251.1



1,651.0



1,185.2Other


236.7



147.6



85.0Total

$
2,497.7


$
1,799.9


$
1,284.1
  (1)
    See discussion below for information regarding Canpotex Limited
    (Canpotex) and Phosphate Chemicals Export
    Association, Inc. (PhosChem) sales.      U.S. Webb-Pomerene Act,
  FORM
    10-K ï Part
    I

Page  14




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##### Table of Contents



North American
    Marketing
            Offshore
    Marketing
      FORM
    10-K ï Part
    I

Page  15




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##### Table of Contents



2008


2007


2006Asia


68
%



69
%



70
%Latin America


26




26




22Oceania


5




4




5Europe


1




1




3Total


100
%



100
%



100
%
    2 5
      2008


2007


2006Asia


81
%



62
%



71
%Latin America


15




34




23Oceania


4




3




4Other







1




2Total


100
%



100
%



100
%
     Distribution
    and Transportation    FORM
    10-K ï Part
    I

Page  16




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##### Table of Contents



Potash
    Products
        Phosphate
    Products
        Nitrogen
    Products
      FORM
    10-K ï Part
    I

Page  17




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##### Table of Contents



Competition            and/or
  just-in-time
   Employees    FORM
    10-K ï Part
    I

Page  18




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##### 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    FORM
    10-K ï Part
    I

Page  19




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##### Table of Contents



Environmental
    Requirements, Permits and Regulatory Approvals
    Air Emissions.
    FORM
    10-K ï Part
    I

Page  20




---



##### Table of Contents



USEPA Phosphate Initiative.
  USEPA Clean Air Act Initiative.
  Aurora Facility Permits.
  Asset
    Retirement Obligations
  clean-up
    FORM
    10-K ï Part
    I

Page  21




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##### Table of Contents



Site
    Assessment and Remediation
  Comprehensive Environmental
    Response, Compensation and Liability Act of 1980
  clean-up
  Lakeland, Florida Location.
  Planters Property.
  FORM
    10-K ï Part
    I

Page  22




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##### Table of Contents



Ward Superfund Site. and/or
  Augusta, Georgia Location.
  FORM
    10-K ï Part
    I

Page  23




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##### Table of Contents



and/or
  Facility and
    Product Security
   Our
    Executive Officers    ServedName

Age


Since


Position HeldWilliam J. Doyle


58



1987


President and Chief Executive OfficerWayne R. Brownlee


56



1988


Executive Vice President, Treasurer and Chief Financial OfficerJames F. Dietz


62



1997


Executive Vice President and Chief Operating OfficerBarbara Jane Irwin


53



2000


Senior Vice President, AdministrationRobert A. Jaspar


50



1997


Senior Vice President, Information TechnologyJoseph A. Podwika


46



1997


Senior Vice President, General Counsel and SecretaryG. David Delaney


48



1997


President, PCS SalesGarth W. Moore


60



1982


President, PCS PotashThomas J. Regan, Jr.


64



1995


President, PCS Phosphate and PCS NitrogenStephen F. Dowdle


58



1999


Senior Vice President, Fertilizer Sales, PCS SalesDaphne J. Arnason


53



1988


Vice President, Internal AuditKaren G. Chasez


55



2000


Vice President, ProcurementJohn R. Hunt


50



1997


Vice President, Safety, Health and EnvironmentDenis A. Sirois


53



1978


Vice President and Corporate Controller
    Name

Dates of Service

Position HeldWayne R. Brownlee

July 1999  December 2005

Senior Vice President, Treasurer and Chief Financial OfficerJoseph A. Podwika

January 2005  December 2005
    March 2002  December 2004

Vice President, General Counsel and Secretary
    Senior Counsel, U.S.Thomas J. Regan, Jr.

August 1999  January 2007

President, PCS PhosphateStephen F. Dowdle

July 2000  December 2005

Vice President, Fertilizer Sales, PCS SalesJohn R. Hunt

November 2003  January 2005

Senior Director, Operations Development
  FORM
    10-K ï Part
    I

Page  24




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##### Table of Contents



Presentation
    of Financial Information  Form 10-K.
  Form 10-K,
   Where
    You Can Find More Information  1-800-SEC-0330 http://www.sec.gov
  http://www.potashcorp.com, Form 10-K, Form 10-Q, Form 8-K, Securities Exchange Act of
    1934 Form 10-K.
 Item 1A. Risk
    Factors         Global demand
    for our products that differs from expectations could adversely
    affect the results of future operations.
    FORM
    10-K ï Part
    I

Page  25




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##### Table of Contents



New product
    supply can create a structural market imbalance, which could
    reduce our profits.
      We rely
    heavily upon railcars, ocean freightliners, warehouse and port
    storage facilities to transport and distribute product to our
    customers.
  just-in-time
      The Company is
    subject to risks associated with international
    operations.
      FORM
    10-K ï Part
    I

Page  26




---



##### Table of Contents



Water inflows
    in 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.
  and/or
  The Company
    may be adversely affected by changing anti-trust laws to which
    it is subject.
    Strikes or
    other forms of work stoppage or slowdown could disrupt our
    business and lead to increased costs.
    Damage to our
    reputation could negatively affect our
    performance.
    Deliberate,
    malicious acts involving our products or facilities or
    downstream product mishaps may expose employees, contractors or
    the public to extensive injury, cause property damage or affect
    the Companys reputation.
    Other risks
    may hurt our operating results.
    FORM
    10-K ï Part
    I

Page  27




---



##### Table of Contents



Item 1B. Unresolved
    Staff Comments   Item 2. Properties   Item 3. Legal
    Proceedings            FORM
    10-K ï Part
    I

Page  28




---



##### Table of Contents



General
    Environmental
    Proceedings
   Item 4. Submission
    of Matters to a Vote of Security Holders     FORM
    10-K ï Part
    I

Page  29




---



##### Table of Contents





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


(d) MaximumShares Purchased


Number of Shares(a) Total Number


(b) Average


as Part of Publicly


that May Yet Beof Shares


Price Paid


Announced


Purchased UnderPeriod

Purchased


per
    Share(1)


Programs(2,3)


the
    Programs(3)October 1, 2008  October 31, 2008


379,200


$
69.13



16,199,200



15,300,800November 1, 2008  November 30, 2008


3,100,000


$
69.48



19,299,200



12,200,800December 1, 2008  December 31, 2008


3,550,000


$
59.68



22,849,200



8,650,800Total


7,029,200


$
64.51



22,849,200



8,650,800
   (1)
    Average price paid per share includes cash paid for commissions.(2)
    On January 23, 2008, the Company announced that its Board
    of Directors had approved an open market repurchase program of
    approximately 5 percent of the Companys outstanding
    common shares, or approximately 15.82 million common
    shares, through a normal course issuer bid. Purchasing under the
    program was permitted from January 31, 2008 until
    January 30, 2009.(3)
    On September 11, 2008, the Company announced that its Board
    of Directors had approved an increase in the share repurchase
    program to authorize the purchase of up to an additional
    15.68 million common shares, or approximately
    5 percent of the Companys outstanding common shares,
    raising the ceiling of the share repurchase program to
    approximately 31.5 million common shares.  FORM
    10-K ï Part
    II

Page  30




---



##### Table of Contents



Item 6. Selected
    Financial Data
      (In millions of US dollars, except per-share amounts)U.S. GAAP

2008


2007


2006


2005


2004Net income


3,395.2



1,061.5



625.8



532.7



290.5Net income per share  basic


11.04



3.36



2.01



1.64



0.90Total assets


9,889.4



9,483.6



7,038.9



5,841.8



5,202.7Long-term
    obligations(1)


1,758.0



1,358.3



1,339.8



1,257.6



1,258.6
   (1)
    Represents long-term debt obligations and does not include
    unamortized costs. (See Note 13 to the Companys
    consolidated financial statements for a description of such
    amounts.)  Item 7. Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations
     Item 7A. Quantitative
    and Qualitative Disclosures About Market Risk    Item 8. Financial
    Statements and Supplementary Data     Item 9. Changes
    In and Disagreements With Accountants on Accounting and
    Financial Disclosure
      FORM
    10-K ï Part
    II

Page  31




---



##### Table of Contents



Item 9A. Controls
    and Procedures   Securities Exchange Act of 1934
   Item 9B. Other
    Information   Medium-Term
    Incentive Plan
            FORM
    10-K ï Part
    II

Page  32




---



##### Table of Contents



Supplemental
    Retirement Plans and Agreements
        FORM
    10-K ï Part
    II

Page  33




---



##### Table of Contents



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

Page  34




---



##### Table of Contents



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


66-67Consolidated Statements of Financial Position


68Consolidated Statements of Operations and Retained Earnings


69Consolidated Statements of Cash Flow


70Consolidated Statements of Comprehensive (Loss) Income


71Consolidated Statements of Accumulated Other Comprehensive Income


71Notes to the Consolidated Financial Statements


72-117
   2.
    Schedules    REPORT
    OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
      Deloitte &
    Touche LLP
  Independent Registered Chartered Accountants
    FORM
    10-K ï Part
    IV

Page  35




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##### Table of Contents



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


Charged toBeginning of


Costs and





Balance atDescription

Year


Expenses


Deductions


End of YearAllowance for doubtful trade accounts receivable2008


5.9



5.0



3.2



7.72007


4.7



1.9



0.7



5.92006


5.1



0.7



1.1



4.7Allowance for inventory valuation2008


6.3



93.1



2.1



97.32007


8.9



4.7



7.3



6.32006


12.9



2.4



6.4



8.9Allowance for deferred income tax assets2008


10.4



64.5



2.0



72.92007


53.1



0.3



43.0



10.42006


45.5



11.2



3.6



53.1
  3.
    Exhibits  Incorporated By ReferenceExhibit





Filing Date/Number

Description of Document

Form

Period End Date3
(a)

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


10-Q



6/30/20023
(b)

Bylaws of the registrant effective May 15, 2002.


10-Q



6/30/20024
(a)

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


10-Q



9/30/20014
(b)

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


10-Q



9/30/20034
(c)

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


8-K



9/24/20044
(d)

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


8-K



9/22/20054
(e)

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


10-Q



9/30/20064
(f)

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


8-K



10/22/20074
(g)

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


8-K



6/18/1997  FORM
    10-K ï Part
    IV

Page  36




---



##### Table of Contents



Incorporated By ReferenceExhibit





Filing Date/Number

Description of Document

Form

Period End Date4
(h)

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


10-K



12/31/20024
(i)

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


8-K



5/17/20014
(j)

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


8-K



2/28/20034
(k)

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


8-K



11/30/20064
(l)

Amended and Restated Revolving Term Credit Facility Agreement
    between the Bank of Nova Scotia and other financial institutions
    and the registrant dated as of January 21, 2009.


8-K



1/22/2009     Incorporated By ReferenceExhibit





Filing Date/Number

Description of Document

Form

Period End Date10
(a)

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

F-1 (File No.
    33-31303)


9/28/198910
(b)

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

F-1 (File No.
    33-31303)


9/28/198910
(c)

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

F-1 (File No.  33-31303)


9/28/198910
(d)

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

10-K


12/31/199510
(e)

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

10-K


12/31/199510
(f)

Canpotex Producer Agreement amending agreement dated as of
    January 1, 1999.

10-K


12/31/200010
(g)

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

10-Q


6/30/2004  FORM
    10-K ï Part
    IV

Page  37




---



##### Table of Contents



Incorporated By ReferenceExhibit





Filing Date/Number

Description of Document

Form

Period End Date10
(h)

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

F-1 (File No. 33-31303)


9/28/198910
(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.

10-K


12/31/199010
(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).

10-K


12/31/199810
(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.

10-K


12/31/199810
(l)

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

10-K


12/31/200610
(m)

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

10-K


12/31/200610
(n)

Short-Term Incentive Plan of the registrant effective January
    2000, as amended.10
(o)

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

10-K


12/31/199510
(p)

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

10-Q


6/30/199610
(q)

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

10-Q


9/30/200010
(r)

Amendment, dated February 23, 2009, to the amended and
    restated Supplemental Retirement Income Plan.10
(s)

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

10-K


12/31/200210
(t)

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

10-K


12/31/200610
(u)

Amendment, dated December 24, 2008, to the amended and
    restated agreement, dated February 20, 2007, between the
    registrant and William J. Doyle concerning the Supplemental
    Retirement Income Plan.  FORM
    10-K ï Part
    IV

Page  38




---



##### Table of Contents



Incorporated By ReferenceExhibit





Filing Date/Number

Description of Document

Form

Period End Date10
(v)

Amendment, dated February 23, 2009, to the amended and
    restated agreement, dated February 20, 2007, between the
    registrant and William J. Doyle concerning the Supplemental
    Retirement Income Plan.10
(w)

Amendment, dated February 23, 2009, to the amended and
    restated agreement dated August 2, 2006, between the
    registrant and Wayne R. Brownlee concerning the
    Supplemental Retirement Income Plan.10
(x)

Amendment, dated February 23, 2009, to the amended and
    restated agreement, dated August 2, 1996, between the
    registrant and Garth W. Moore concerning the Supplemental
    Retirement Income Plan.10
(y)

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

10-Q


6/30/200210
(z)

Amendment No. 1, dated December 24, 2008, to the
    Supplemental Retirement Plan for U.S. Executives.10
(aa)

Amendment No. 2, dated February 23, 2009, to the
    Supplemental Retirement Plan for U.S. Executives.10
(bb)

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

10-K


12/31/199510
(cc)

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

10-K


12/31/199510
(dd)

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

10-K


12/31/200010
(ee)

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

10-Q


6/30/200410
(ff)

Chief Executive Officer Medical and Dental Benefits.

10-K


12/31/200410
(gg)

Second Amended and Restated Membership Agreement dated
    January 1, 1995, among Phosphate Chemicals Export
    Association, Inc. and members of such association, including
    Texasgulf Inc.

10-K


12/31/199510
(hh)

International Agency Agreement dated effective December 15,
    2006, between Phosphate Chemicals Export Association, Inc. and
    PCS Sales (USA), Inc.

10-K


12/31/200610
(ii)

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

10-Q


3/31/200810
(jj)

U.S. Participant Addendum No. 1 to the Deferred Share Unit
    Plan for Non-Employee Directors.10
(kk)

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

10-K


12/31/200610
(ll)

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

10-K


12/31/200610
(mm)

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

10-Q


3/31/2007  FORM
    10-K ï Part
    IV

Page  39




---



##### Table of Contents



Incorporated By ReferenceExhibit





Filing Date/Number

Description of Document

Form

Period End Date10
(nn)

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

10-Q


3/31/200810
(oo)

Medium-Term Incentive Plan of the registrant effective January
    2006.

10-K


12/31/200510
(pp)

Amendment, dated December 24, 2008 to the Medium-Term
    Incentive Plan.10
(qq)

Medium-Term Incentive Plan of the registrant effective January
    2009.11


Statement re Computation of Per Share Earnings.12


Computation of Ratio of Earnings to Fixed Charges.13


2008 Financial Review Annual Report. The 2008 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)

2009 Notice of Meeting, Proxy Circular and Form of Proxy. The
    2009 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)

2008 Summary Annual Report. The 2008 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.   FORM
    10-K ï Part
    IV

Page  40




---



##### Table of Contents



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

Title

Date/s/  DALLAS
    J. HOWEDallas
    J. Howe

Chair of the Board

February 26, 2009/s/  WAYNE
    R. BROWNLEEWayne
    R. Brownlee

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

February 26, 2009/s/  WILLIAM
    J. DOYLEWilliam
    J. Doyle

President and Chief Executive Officer

February 26, 2009/s/  JOHN
    W. ESTEYJohn
    W. Estey

Director

February 26, 2009/s/  WADE
    FETZER IIIWade
    Fetzer III

Director

February 26, 2009/s/  C.
    STEVEN HOFFMANC.
    Steven Hoffman

Director

February 26, 2009/s/  ALICE
    D. LABERGEAlice
    D. Laberge

Director

February 26, 2009/s/  KEITH
    G. MARTELLKeith
    G. Martell

Director

February 26, 2009/s/  JEFFREY
    J. MCCAIGJeffrey
    J. McCaig

Director

February 26, 2009  FORM
    10-K ï Signatures

Page  41




---



##### Table of Contents



Signature

Title

Date/s/  MARY
    MOGFORDMary
    Mogford

Director

February 26, 2009/s/  PAUL
    J. SCHOENHALSPaul
    J. Schoenhals

Director

February 26, 2009/s/  E.
    ROBERT STROMBERG, Q.C.E.
    Robert Stromberg, Q.C.

Director

February 26, 2009/s/  ELENA
    VIYELLA DE PALIZAElena
    Viyella de Paliza

Director

February 26, 2009   FORM
    10-K ï Signatures

Page  42




---



##### Table of Contents



EXHIBIT
    INDEX
  Incorporated By ReferenceExhibit





Filing Date/Number

Description of Document

Form

Period End Date3
(a)

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


10-Q



6/30/20023
(b)

Bylaws of the registrant effective May 15, 2002.


10-Q



6/30/20024
(a)

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


10-Q



9/30/20014
(b)

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


10-Q



9/30/20034
(c)

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


8-K



9/24/20044
(d)

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


8-K



9/22/20054
(e)

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


10-Q



9/30/20064
(f)

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


8-K



10/22/20074
(g)

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


8-K



6/18/19974
(h)

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


10-K



12/31/20024
(i)

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


8-K



5/17/20014
(j)

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


8-K



2/28/20034
(k)

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


8-K



11/30/20064
(l)

Amended and Restated Revolving Term Credit Facility Agreement
    between the Bank of Nova Scotia and other financial institutions
    and the registrant dated as of January 21, 2009.


8-K



1/22/2009




---



##### Table of Contents



Incorporated By ReferenceExhibit





Filing Date/Number

Description of Document

Form

Period End Date10
(a)

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

F-1 (File No.
    33-31303)


9/28/198910
(b)

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

F-1 (File No.
    33-31303)


9/28/198910
(c)

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

F-1 (File No.  33-31303)


9/28/198910
(d)

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

10-K


12/31/199510
(e)

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

10-K


12/31/199510
(f)

Canpotex Producer Agreement amending agreement dated as of
    January 1, 1999.

10-K


12/31/200010
(g)

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

10-Q


6/30/200410
(h)

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

F-1 (File No. 33-31303)


9/28/198910
(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.

10-K


12/31/199010
(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).

10-K


12/31/199810
(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.

10-K


12/31/199810
(l)

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

10-K


12/31/200610
(m)

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

10-K


12/31/200610
(n)

Short-Term Incentive Plan of the registrant effective January
    2000, as amended.10
(o)

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

10-K


12/31/199510
(p)

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

10-Q


6/30/1996




---



##### Table of Contents



Incorporated By ReferenceExhibit





Filing Date/Number

Description of Document

Form

Period End Date10
(q)

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

10-Q


9/30/200010
(r)

Amendment, dated February 23, 2009, to the amended and
    restated Supplemental Retirement Income Plan.10
(s)

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

10-K


12/31/200210
(t)

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

10-K


12/31/200610
(u)

Amendment, dated December 24, 2008, to the amended and
    restated agreement, dated February 20, 2007, between the
    registrant and William J. Doyle concerning the Supplemental
    Retirement Income Plan.10
(v)

Amendment, dated February 23, 2009, to the amended and
    restated agreement, dated February 20, 2007, between the
    registrant and William J. Doyle concerning the Supplemental
    Retirement Income Plan.10
(w)

Amendment, dated February 23, 2009, to the amended and
    restated agreement dated August 2, 2006, between the
    registrant and Wayne R. Brownlee concerning the
    Supplemental Retirement Income Plan.10
(x)

Amendment, dated February 23, 2009, to the amended and
    restated agreement, dated August 2, 1996, between the
    registrant and Garth W. Moore concerning the Supplemental
    Retirement Income Plan.10
(y)

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

10-Q


6/30/200210
(z)

Amendment No. 1, dated December 24, 2008, to the
    Supplemental Retirement Plan for U.S. Executives.10
(aa)

Amendment No. 2, dated February 23, 2009, to the
    Supplemental Retirement Plan for U.S. Executives.10
(bb)

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

10-K


12/31/199510
(cc)

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

10-K


12/31/199510
(dd)

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

10-K


12/31/200010
(ee)

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

10-Q


6/30/200410
(ff)

Chief Executive Officer Medical and Dental Benefits.

10-K


12/31/200410
(gg)

Second Amended and Restated Membership Agreement dated
    January 1, 1995, among Phosphate Chemicals Export
    Association, Inc. and members of such association, including
    Texasgulf Inc.

10-K


12/31/1995




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##### Table of Contents



Incorporated By ReferenceExhibit





Filing Date/Number

Description of Document

Form

Period End Date10
(hh)

International Agency Agreement dated effective December 15,
    2006, between Phosphate Chemicals Export Association, Inc. and
    PCS Sales (USA), Inc.

10-K


12/31/200610
(ii)

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

10-Q


3/31/200810
(jj)

U.S. Participant Addendum No. 1 to the Deferred Share Unit
    Plan for Non-Employee Directors.10
(kk)

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

10-K


12/31/200610
(ll)

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

10-K


12/31/200610
(mm)

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

10-Q


3/31/200710
(nn)

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

10-Q


3/31/200810
(oo)

Medium-Term Incentive Plan of the registrant effective January
    2006.

10-K


12/31/200510
(pp)

Amendment, dated December 24, 2008 to the Medium-Term
    Incentive Plan.10
(qq)

Medium-Term Incentive Plan of the registrant effective January
    2009.11


Statement re Computation of Per Share Earnings.12


Computation of Ratio of Earnings to Fixed Charges.13


2008 Financial Review Annual Report. The 2008 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)

2009 Notice of Meeting, Proxy Circular and Form of Proxy. The
    2009 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)

2008 Summary Annual Report. The 2008 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.