##### Table of Contents



Potash Corporation of Saskatchewan Inc.Annual Report on
    Form 10-K
    for the Year ended December 31, 2009


(POTASH LOGO)




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##### 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
    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-T
 o o
 Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2 Exchange Act.
 þ o
  o o
  Rule 12b-2 Act
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 





POTASH
    CORPORATION OF SASKATCHEWAN INC. Form 10-K
    Annual Report
    For the Fiscal Year Ended December 31, 2009
  Table of
    Contents
  FORWARD-LOOKING STATEMENTS


1PART I


3Item 1.

Business


3General


3Potash Operations


4Phosphate Operations


9Nitrogen Operations


14Marketing


15Distribution and Transportation


17Competition


18Employees


19Royalties and Certain Taxes


20Environmental Matters


20Our Executive Officers


26Presentation of Financial
    Information


26Where You Can Find More
    Information


26Item 1A.

Risk Factors


27Item 1B.

Unresolved Staff Comments


29Item 2.

Properties


29Item 3.

Legal Proceedings


30Item 4.

Submission of Matters to a Vote of Security
    Holders


31PART II


32Item 5.

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


32Item 6.

Selected Financial Data


32Item 7.

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


33Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


33Item 8.

Financial Statements and Supplementary Data


33Item 9.

Changes In and Disagreements With Accountants on
    Accounting and Financial Disclosure


33Item 9A.

Controls and Procedures


33Item 9B.

Other Information


34PART III


35Item 10.

Directors, Executive Officers and Corporate
    Governance


35Item 11.

Executive Compensation


35Item 12.

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


35Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


35Item 14.

Principal Accounting Fees and Services


35PART IV


36Item 15.

Exhibits and Financial Statement Schedules


36List of Documents Filed As Part of
    This Report


36SIGNATURES


43Exhibit 11Exhibit 12Exhibit 13Exhibit 21Exhibit 23.1Exhibit 23.2Exhibit 31(a)Exhibit 31(b)Exhibit 32Exhibit 99(a)Exhibit 99(b)     (i)




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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;
    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
    railcars and ocean freight;
    changes in competitive pressures, including pricing pressures;
    the results of sales contract negotiations with China and India;
    timing and amount of capital expenditures;
    changes in capital markets and corresponding effects on our
    investments, 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.  year-over-year
  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    1
        st (306) 933-8500.
  History
  Canada Business
    Corporations Act
    
    the Allan mine in 1990 through the acquisition of all of the
    outstanding shares of Saskterra Fertilizers Ltd.;    1

    Based on our nameplate capacity, see table under Potash
    Operations  Production for further information.   FORM
    10-K ï Part
    I

Page  3




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
    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;
    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 transactions in June 2005 and October 2008,
    we acquired 35.3 million additional shares in ICL,
    increasing our ownership interest to 11%. In January and
    February of 2010, we acquired 32.4 million additional
    shares in ICL, increasing our ownership interest to
    approximately 14%;
    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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Production
    2
  FORM
    10-K ï Part
    I

Page  5




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##### Table of Contents



2
  2
      Annual


AnnualNameplate


OperationalCapacity


Capability2009(1)


2009(2)


2009 Production


2008 Production


2007 ProductionFinished


Finished








Finished








Finished








FinishedProduct


Product


Ore





Product


Ore





Product


Ore





Product(Millions


(Millions


(Millions


Grade


(Millions


(Millions


Grade


(Millions


(Millions


Grade


(Millionsof tonnes)


of tonnes)


of tonnes)


%
    K2O


of tonnes)


of tonnes)


%
    K2O


of tonnes)


of tonnes)


%
    K2O


of tonnes)Lanigan


3.828



3.000



2.662



20.34



0.702



7.688



20.16



2.141



7.201



20.07



1.907Rocanville


3.044



2.800



2.912



23.29



0.949



8.086



24.81



2.834



7.657



24.26



2.647Allan


1.885



1.800



2.060



25.08



0.686



3.213



24.63



1.093



4.906



25.66



1.744Cory


1.361



0.800



1.707



23.03



0.416



1.680



22.49



0.420



2.672



24.20



0.768Patience
    Lake(3)


1.033



0.450











0.101











0.282











0.257Esterhazy(4)


1.313



1.125
(5)










0.276











1.125











1.043New Brunswick


0.800



0.800



0.872



23.34



0.275



2.452



23.01



0.802



2.427



22.89



0.793Totals


13.264



10.775



10.213







3.405



23.119







8.697



24.863







9.159
  (1)
    Includes, where applicable, previously idled capacity that could
    be brought into operation with capital investment
    (debottlenecking projects).(2)
    Estimated annual achievable production level.(3)
    Solution mine.(4)
    Product tonnes received at Esterhazy are based on a mining and
    processing agreement with Mosaic.(5)
    Amount nominated by Company, but reduced amount of product taken
    due to force majeure conditions.    Reserves
        2

    Based on our nameplate capacity, see table below for further
    information.   FORM
    10-K ï Part
    I

Page  6




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##### Table of Contents



A historical extraction ratio from
    the 26 to 44 years of mining results is applied to estimate
    the mineable reserves. The Companys estimated recoverable
    ore (reserve tonnage only) as of December 31, 2009 for each
    of our potash mines is as follows:
  Proven

Probable

TotalMineral Reserves

Mineral Reserves

Mineral Reserves

Average(Millions of tonnes

(Millions of tonnes

(Millions of tonnes

Grade

Years of Remainingrecoverable ore)

recoverable ore)

recoverable
    ore)(1)(2)(3)

K2O
    Eq(4)(5)

Mine
    Life(6)Allan(7)


85



209



294



25.8%



87Cory(7)


47



170



217



24.7%



107Lanigan(7)


101



411



512



21.5%



88Rocanville


129



278



407



23.5%



65Patience
    Lake(8)


















Esterhazy(9)










9



24.5%



3New Brunswick


193







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 0.33, Cory 0.27, Lanigan 0.26, Rocanville 0.32
    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 2.89, Cory
    3.78, Lanigan 3.70, Rocanville 2.90 and New Brunswick 3.08.(4)
    From in-mine samples.(5)
    While the term potash
    refers to a wide variety of potassium-bearing minerals, at our
    deposits the predominant potash mineralization is sylvinite,
    which is comprised mainly of the minerals sylvite (KCl/potassium
    salt) and halite (NaCl/rock salt) with minor amounts of
    carnallite (KCl
    MgCl2
    6
    H20) and
    water insolubles. Potash fertilizer is concentrated, nearly pure
    KCl (i.e. with a purity greater than 95%), but ore-grade is
    traditionally reported on a
    K20
    basis. The
    K20
    equivalent gives a standard measurement of the nutrient
    value of different potassium-bearing rocks and minerals. To
    convert from
    K20
    equivalent tonnes to actual KCl tonnes, multiply by 1.63.(6)
    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 3.39, Cory 2.02,
    Lanigan 5.85, Rocanville 6.22 and New Brunswick 1.92. 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.(7)
    At each of the Allan, Cory and
    Lanigan operations, potash mineralization occurs in two separate
    horizons (A Zone and B Zone). To date, at each of Allan, Cory
    and Lanigan we have defined mineral reserves in only one zone
    (where most mining has occurred at that operation). At Allan and
    Cory the mineral reserves are in A Zone, and at Lanigan the
    mineral reserves are in B Zone.(8)
    Given the characteristics of the
    solution mining method employed at the Patience Lake mine, it is
    not possible to estimate reliably 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.
    The extent of the Patience Lake potash resource is given in the
    next table. The Patience Lake operation accounted for only 3.0%
    of the Companys potash production in 2009.(9)
    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 Company will
    receive approximately 850,000 tonnes for 2010 and the maximum
    amount of product under the agreement for subsequent years, and
    is subject to adjustment based on the outcome of the legal
    proceedings subsequently described. Mosaic and the Company are
    currently in litigation concerning the remaining amount of
    potash that the Company is entitled to receive from Mosaic
    pursuant to the mining and processing agreement. See Legal
    Proceedings for additional information.  FORM
    10-K ï Part
    I

Page  7




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##### Table of Contents



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 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 tonnes

Grade %
    K20in-place)

in-place)

in-place)

Eq(1)Allan(2)

    (A Zone)


212



245



1,455



25.8(B Zone)


1,176



246



1,462



21.5Cory(2)

    (A Zone)


218



197



1,255



24.7(B Zone)


1,113



198



1,261



21.5Lanigan(2)

    (A Zone)


1,884



405



1,761



25.2(B Zone)


417



542



2,360



21.5Rocanville


355



383



776



23.5Patience
    Lake(3)














Esterhazy(4)














New Brunswick






153



319



24.6
  (1)
    See footnote 5 to table under Potash
    Operations  Reserves.(2)
    See footnote 7 to table under Potash
    Operations  Reserves.(3)
    Given the characteristics of the solution mining method employed
    at the Patience Lake mine as described in footnote 8 in the
    Mineral Reserve table, it is not possible to
    estimate reliably the resource tonnage from this operation at
    present.(4)
    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 reports no mineral resource tonnage over and above
    the reported reserve at Esterhazy.  FORM
    10-K ï Part
    I

Page  8




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##### Table of Contents



43-101.
    
    annual review of underground potash sample information
    (boreholes and in-mine ore samples);
    annual review of surface geophysical exploration results (3D and
    2D seismic data);
    annual cross-checking of mined tonnages reported by minesite
    technical staff with tonnages estimated from mine survey
    information; and
    annual cross-checking of reserve and resource computations
    carried out by senior mine technologists.   Phosphate
    Operations    Properties
  2 5 3
        3

    By the end of July 2010, the Aurora facility will include only
    three sulfuric acid plants.   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

Primary Products ProducedAurora, North Carolina

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

SPA, 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


2009


2008


2007Capacity


Production


%
    P2O5


Production


%
    P2O5


Production


%
    P2O5Aurora, NC


6.0



4.198



27.36



4.027



27.35



4.086



27.39White Springs, FL


3.6



2.499



30.35



3.025



29.88



3.226



29.87Total


9.6



6.697







7.052







7.312
  Phosphoric Acid(Millions of tonnes
    P2O5)Annual


2009


2008


2007Capacity


Production


Production


ProductionAurora, NC


1.202



0.932



1.054



1.083White Springs, FL


0.966



0.433



0.741



0.925Geismar, LA


0.202



0.140



0.147



0.156Total


2.370



1.505



1.942



2.164
  FORM
    10-K ï Part
    I

Page  11




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##### Table of Contents



Reserves
  2 5
    43-101,
    2 5
  Tonnes ofPhosphate Rock(Millions of tonnes)Stated Average Grade 30.66%
    P205Proven Reserves


Probable Reserves


Total ReservesAuroraPermitted


64.9



1.0



65.9To Be Permitted


53.8



6.8



60.6White SpringsPermitted


39.1







39.1To Be Permitted


3.6







3.6Total


161.4



7.8



169.2
    FORM
    10-K ï Part
    I

Page  12




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##### Table of Contents



Resources
      
    measured mineral resource  areas with mineral deposit
    continuity based on 50% of range drill hole distances
    (2,250 feet) in the geostatistical model;
    indicated mineral resource  areas with mineral
    deposit continuity based on at-range drill hole distances
    (4,500 feet) in the geostatistical model;
    inferred mineral resource  areas with mineral deposit
    continuity based on 150% range drill hole distances
    (6,750 feet) in the geostatistical model.       Mineral Resource (30.66%
    P205)(1)Measured Resource

Indicated Resource

Inferred Resource(Millions of tonnes in-place)

(Millions of tonnes in-place)

(Millions of tonnes in-place)Aurora


172.3



4.6



White Springs


76.3








  (1)
    Resources are different from Reserves and are not additive.
    Resources are defined as tonnes in situ before recovery factors
    have been applied.  43-101.
    
    existing reserve areas for ownership status and mining
    parameters;
    drill hole database;
    excluded reserve areas;
    the calculated area of drill hole influence; and
    input and output parameters for analysis in geostatistical
    three-dimensional modeling software developed by a third-party
    vendor.  FORM
    10-K ï Part
    I

Page  13




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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


2009


2008


2007Capacity


Production


Production


ProductionTrinidad


2.177



1.858



1.785



2.077Augusta, GA


0.713



0.690



0.674



0.610Lima, OH


0.588



0.555



0.538



0.531Total


3.478



3.103



2.997



3.218
  (1)
    A substantial portion is upgraded to value added products.  Raw
    Materials
    FORM
    10-K ï Part
    I

Page  14




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##### Table of Contents



Marketing    2009


2008


2007(millions of dollars)PotashCanada

$
64.0


$
150.6


$
88.0United States


538.3



1,353.1



764.7Canpotex(1)


613.7



2,257.1



782.7Other


99.8



307.3



161.8Total

$
1,315.8


$
4,068.1


$
1,797.2PhosphatesCanada

$
114.8


$
200.3


$
125.7United States


860.3



1,640.6



1,076.2PhosChem(1)


242.0



713.6



264.6Other


157.3



326.2



170.6Total

$
1,374.4


$
2,880.7


$
1,637.1NitrogenCanada

$
5.3


$
9.9


$
1.3United States


1,126.2



2,251.1



1,651.0Other


155.0



236.7



147.6Total

$
1,286.5


$
2,497.7


$
1,799.9
  (1)
    See discussion below for information regarding Canpotex Limited
    (Canpotex) and Phosphate Chemicals Export
    Association, Inc. (PhosChem) sales.      U.S. Webb-Pomerene Act,
  North American
    Marketing
    FORM
    10-K ï Part
    I

Page  15




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##### Table of Contents



Offshore
    Marketing
        2009


2008


2007China


6
%



13
%



26
%India


32




16




10Other Asian countries


43




39




33Latin America


13




25




26Other countries


6




7




5Total


100
%



100
%



100
%
  FORM
    10-K ï Part
    I

Page  16




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##### Table of Contents



2 5
      2009


2008


2007India


61
%



57
%



39
%China


1









5Other Asian countries


9




11




8Latin America


19




21




36Other countries


10




11




12Total


100
%



100
%



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

Page  17




---



##### Table of Contents



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

Page  18




---



##### Table of Contents



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

Page  19




---



##### Table of Contents



Royalties
    and Certain Taxes  The Mineral Taxation Act, 1983 The Corporation Capital Tax Act
    of Saskatchewan
      Income
    Taxes
      
    In 2009, a future income tax recovery of $119.2 million for
    a tax rate reduction resulting from an internal restructuring
    was recorded;
    A current income tax recovery of $47.6 million was recorded
    in 2009 that related to an increase in permanent deductions in
    the U.S. from prior years;
    In 2009, a future income tax expense of $24.4 million
    related to a functional currency election by the parent company
    for Canadian income tax purposes was recorded;
    A current income tax expense of $8.6 million related to
    currency fluctuations on the repayment of intercompany debt was
    recorded in 2009;
    In 2008, income tax recoveries of $71.1 million (of which
    $29.1 million was current and $42.0 million was
    future) were recorded that related to an increase in permanent
    deductions in the U.S. from prior years;
    Future income tax assets were written down by $11.0 million
    during 2008; and
    The $25.3 million gain that was recognized in 2008 as a
    result of the change in fair value of the forward purchase
    contract for shares in Sinofert was not taxable. Environmental
    Matters      FORM
    10-K ï Part
    I

Page  20




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##### Table of Contents



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

Page  21




---



##### Table of Contents



USEPA Phosphate Initiative.
  USEPA Clean Air Act Initiative.
  Aurora Facility Permits.
  Florida Nutrient Rules for Water Quality.
  FORM
    10-K ï Part
    I

Page  22




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##### Table of Contents



Asset
    Retirement Obligations
  clean-up
      Site
    Assessment and Remediation
  Comprehensive Environmental
    Response, Compensation and Liability Act of 1980
  FORM
    10-K ï Part
    I

Page  23




---



##### Table of Contents



clean-up
  Lakeland, Florida Location.
  Planters Property.
  Ward Superfund Site. and/or
  FORM
    10-K ï Part
    I

Page  24




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##### Table of Contents



Augusta, Georgia Location.
  White Springs Sinkhole.
  and/or
  Facility and
    Product Security
    FORM
    10-K ï Part
    I

Page  25




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##### Table of Contents



Our
    Executive Officers    ServedName

Age


Since


Position HeldWilliam J. Doyle


59



1987


President and Chief Executive OfficerWayne R. Brownlee


57



1988


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


63



1997


Executive Vice President and Chief Operating OfficerBarbara Jane Irwin


54



2000


Senior Vice President, AdministrationRobert A. Jaspar


51



1997


Senior Vice President, Information TechnologyJoseph A. Podwika


47



1997


Senior Vice President, General Counsel and SecretaryG. David Delaney


49



1997


President, PCS SalesGarth W. Moore


61



1982


President, PCS PotashThomas J. Regan, Jr.


65



1995


President, PCS Phosphate and PCS NitrogenStephen F. Dowdle


59



1999


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


54



1988


Vice President, Internal AuditKaren G. Chasez


56



2000


Vice President, ProcurementJohn R. Hunt


51



1997


Vice President, Safety, Health and EnvironmentDenis A. Sirois


54



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

Vice President, General Counsel and SecretaryThomas J. Regan, Jr.

August 1999  January 2007

President, PCS PhosphateStephen F. Dowdle

July 2000  December 2005

Vice President, Fertilizer Sales, PCS Sales
 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,
  FORM
    10-K ï Part
    I

Page  26




---



##### Table of Contents



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.
      New product
    supply can create a structural market imbalance, which could
    reduce our profits.
      FORM
    10-K ï Part
    I

Page  27




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##### Table of Contents



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.
      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.
    FORM
    10-K ï Part
    I

Page  28




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##### Table of Contents



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 events
    may hurt our operating results.
     Item 1B.
    Unresolved Staff Comments    Item 2.
    Properties     FORM
    10-K ï Part
    I

Page  29




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##### Table of Contents



Item 3.
    Legal Proceedings  Antitrust
    Litigation
            Mosaic
    Litigation
    FORM
    10-K ï Part
    I

Page  30




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##### Table of Contents



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

Page  31




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##### Table of Contents



Part II
   Item 5. Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities
      three-for-one Form 10-K,
    Income Tax
    Act W-9 back-up Income Tax
    Act
  Item 6. Selected
    Financial Data
      (In millions of US dollars, except per-share amounts)U.S. GAAP

2009


2008


2007


2006


2005Net income


996.1



3,395.2



1,061.5



625.8



532.7Net income per share  basic


3.37



11.04



3.36



2.01



1.64Total assets


12,468.8



9,889.4



9,483.6



7,038.9



5,841.8Long-term
    obligations(1)


3,356.2
(1)


1,758.0



1,358.3



1,339.8



1,257.6
   (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.)  FORM
    10-K ï Part
    II

Page  32




---



##### Table of Contents



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
      Item 9A. Controls
    and Procedures
    Securities Exchange Act of 1934
    FORM
    10-K ï Part
    II

Page  33




---



##### Table of Contents



Item 9B. Other
    Information
      FORM
    10-K ï Part
    II

Page  34




---



##### 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  35




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##### 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


80-81Consolidated Statements of Financial Position


82Consolidated Statements of Operations and Retained Earnings


83Consolidated Statements of Cash Flow


84Consolidated Statements of Comprehensive Income (Loss)


85Consolidated Statements of Accumulated Other Comprehensive Income


85Notes to the Consolidated Financial Statements


86-133
   2.
    Schedules    REPORT OF
    INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
      Deloitte &
    Touche LLP
  Independent Registered Chartered Accountants
    FORM
    10-K ï Part
    IV

Page  36




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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 receivable2009


7.7



1.3



0.6



8.42008


5.9



5.0



3.2



7.72007


4.7



1.9



0.7



5.9Allowance for inventory valuation2009


97.3



4.9



85.3



16.92008


6.3



93.1



2.1



97.32007


8.9



4.7



7.3



6.3Allowance for deferred income tax assets2009


72.9







35.4



37.52008


10.4



64.5



2.0



72.92007


53.1



0.3



43.0



10.4
  3.
    Exhibits  Incorporated By ReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of Document

Form

Period End Date

(if different)3
(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


9/22/2005



4(a)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.

10-Q


9/30/2006  FORM
    10-K ï Part
    IV

Page  37




---



##### Table of Contents



Incorporated By ReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of Document

Form

Period End Date

(if different)4
(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


10/22/2007



4(a)4
(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



4(a)4
(h)

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

10-K


12/31/2002



4(c)4
(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


5/17/2001



44
(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


2/28/2003



44
(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


11/30/2006



4(a)4
(l)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.25% Notes due
    May 15, 2014.

8-K


5/1/2009



4(a)4
(m)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 6.50% Notes due
    May 15, 2019.

8-K


5/1/2009



4(b)4
(n)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 3.75% Notes due
    September 30, 2015.

8-K


9/25/2009



4(a)4
(o)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 4.875% Notes due
    March 30, 2020.

8-K


9/25/2009



4(b)4
(p)

Revolving Term Credit Facility Agreement between the Bank of
    Nova Scotia and other financial institutions and the registrant
    dated December 11, 2009.

8-K


12/15/2009



4(a)      FORM
    10-K ï Part
    IV

Page  38




---



##### Table of Contents



Incorporated By ReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of Document

Form

Period End Date

(if different)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.

F-1 
    (File No.
    33-31303)


9/28/1989



10(f)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.

F-1 
    (File No. 
    33-31303)


9/28/1989



10(g)10
(c)

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

F-1 
    (File No. 
    33-31303)


9/28/1989



10(h)10
(d)

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

10-K


12/31/1995



10(f)10
(e)

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

10-K


12/31/1995



10(g)10
(f)

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

10-Q


6/30/2004



10(g)10
(g)

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)


9/28/1989



10(e)10
(h)

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


12/31/1990



10(p)10
(i)

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


12/31/1998



10(l)10
(j)

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


12/31/1998



10(m)10
(k)

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

10-K


12/31/2006



10(l)10
(l)

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

10-K


12/31/2006



10(m)  FORM
    10-K ï Part
    IV

Page  39




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##### Table of Contents



Incorporated By ReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of Document

Form

Period End Date

(if different)10
(m)

Short-Term Incentive Plan of the registrant effective January
    2000, as amended.

10-Q


9/30/200910
(n)

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

10-K


12/31/1995



10(o)10
(o)

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

10-Q


6/30/1996



10(x)10
(p)

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

10-Q


9/30/2000



10(mm)10
(q)

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

10-K


12/31/2008



10(r)10
(r)

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

10-K


12/31/2002



10(cc)10
(s)

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
(t)

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-K


12/31/2008



10(u)10
(u)

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-K


12/31/2008



10(v)10
(v)

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-K


12/31/2008



10(w)10
(w)

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-K


12/31/2008



10(x)10
(x)

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

10-Q


6/30/2002



10(aa)10
(y)

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

10-K


12/31/2008



10(z)10
(z)

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

10-K


12/31/2008



10(aa)10
(aa)

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

10-K


12/31/1995



10(p)10
(bb)

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

10-K


12/31/1995



10(q)  FORM
    10-K ï Part
    IV

Page  40




---



##### Table of Contents



Incorporated By ReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of Document

Form

Period End Date

(if different)10
(cc)

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

10-K


12/31/2000



10(ii)10
(dd)

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

10-Q


6/30/2004



10(ii)10
(ee)

Chief Executive Officer Medical and Dental Benefits.

10-K


12/31/2004



10(jj)10
(ff)

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

10-Q


3/31/2008



10(bb)10
(gg)

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

10-K


12/31/2008



10(jj)10
(hh)

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

10-K


12/31/2006



10(cc)10
(ii)

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

10-K


12/31/2006



10(dd)10
(jj)

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

10-Q


3/31/2007



10(ee)10
(kk)

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

10-Q


3/31/2008



10(ff)10
(ll)

Potash Corporation of Saskatchewan Inc. 2009 Performance Option
    Plan and Form of Option Agreement.

10-Q


3/31/2009



10(mm)10
(mm)

Medium-Term Incentive Plan of the registrant effective January
    2009.

10-K


12/31/2008



10(qq)11


Statement re Computation of Per Share Earnings.12


Computation of Ratio of Earnings to Fixed Charges.13


2009 Financial Review Annual Report. The 2009 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.23.1


Consent of Deloitte & Touche LLP.23.2


Consent of Marston & Marston, Inc. and Marston, North
    Carolina, P.C.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.  FORM
    10-K ï Part
    IV

Page  41




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##### Table of Contents



Incorporated By ReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of Document

Form

Period End Date

(if different)99
(a)

2010 Notice of Meeting, Proxy Circular and Form of Proxy. The
    2010 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)

2009 Summary Accountability Report. The 2009 Summary
    Accountability 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  42




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##### 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, 2010/s/  WAYNE
    R. BROWNLEEWayne
    R. Brownlee

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

February 26, 2010/s/  WILLIAM
    J. DOYLEWilliam
    J. Doyle

President and Chief Executive Officer

February 26, 2010/s/  CHRISTOPHER
    M. BURLEYChristopher
    M. Burley

Director

February 26, 2010/s/  JOHN
    W. ESTEYJohn
    W. Estey

Director

February 26, 2010/s/  C.
    STEVEN HOFFMANC.
    Steven Hoffman

Director

February 26, 2010/s/  ALICE
    D. LABERGEAlice
    D. Laberge

Director

February 26, 2010/s/  KEITH
    G. MARTELLKeith
    G. Martell

Director

February 26, 2010/s/  JEFFREY
    J. MCCAIGJeffrey
    J. McCaig

Director

February 26, 2010  FORM
    10-K ï Signatures

Page  43




---



##### Table of Contents



Signature

Title

Date/s/  MARY
    MOGFORDMary
    Mogford

Director

February 26, 2010/s/  PAUL
    J. SCHOENHALSPaul
    J. Schoenhals

Director

February 26, 2010/s/  E.
    ROBERT STROMBERG, Q.C.E.
    Robert Stromberg, Q.C.

Director

February 26, 2010/s/  ELENA
    VIYELLA DE PALIZAElena
    Viyella de Paliza

Director

February 26, 2010   FORM
    10-K ï Signatures

Page  44




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##### Table of Contents



EXHIBIT
    INDEX
  Incorporated By ReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of Document

Form

Period End Date

(if different)3
(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


9/22/2005



4(a)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.

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


10/22/2007



4(a)4
(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



4(a)4
(h)

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

10-K


12/31/2002



4(c)4
(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


5/17/2001



44
(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


2/28/2003



44
(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


11/30/2006



4(a)4
(l)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 5.25% Notes due
    May 15, 2014.

8-K


5/1/2009



4(a)4
(m)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 6.50% Notes due
    May 15, 2019.

8-K


5/1/2009



4(b)




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##### Table of Contents



Incorporated By ReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of Document

Form

Period End Date

(if different)4
(n)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 3.75% Notes due
    September 30, 2015.

8-K


9/25/2009



4(a)4
(o)

Form of Note relating to the registrants offering of
    $500,000,000 principal amount of 4.875% Notes due
    March 30, 2020.

8-K


9/25/2009



4(b)4
(p)

Revolving Term Credit Facility Agreement between the Bank of
    Nova Scotia and other financial institutions and the registrant
    dated December 11, 2009.

8-K


12/15/2009



4(a)     Incorporated By ReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of Document

Form

Period End Date

(if different)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.

F-1 
    (File No.
    33-31303)


9/28/1989



10(f)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.

F-1 
    (File No. 
    33-31303)


9/28/1989



10(g)10
(c)

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

F-1 
    (File No. 
    33-31303)


9/28/1989



10(h)10
(d)

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

10-K


12/31/1995



10(f)10
(e)

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

10-K


12/31/1995



10(g)10
(f)

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

10-Q


6/30/2004



10(g)10
(g)

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)


9/28/1989



10(e)10
(h)

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


12/31/1990



10(p)




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##### Table of Contents



Incorporated By ReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of Document

Form

Period End Date

(if different)10
(i)

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


12/31/1998



10(l)10
(j)

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


12/31/1998



10(m)10
(k)

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

10-K


12/31/2006



10(l)10
(l)

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

10-K


12/31/2006



10(m)10
(m)

Short-Term Incentive Plan of the registrant effective January
    2000, as amended.

10-Q


9/30/200910
(n)

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

10-K


12/31/1995



10(o)10
(o)

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

10-Q


6/30/1996



10(x)10
(p)

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

10-Q


9/30/2000



10(mm)10
(q)

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

10-K


12/31/2008



10(r)10
(r)

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

10-K


12/31/2002



10(cc)10
(s)

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
(t)

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-K


12/31/2008



10(u)10
(u)

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-K


12/31/2008



10(v)10
(v)

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-K


12/31/2008



10(w)




---



##### Table of Contents



Incorporated By ReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of Document

Form

Period End Date

(if different)10
(w)

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-K


12/31/2008



10(x)10
(x)

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

10-Q


6/30/2002



10(aa)10
(y)

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

10-K


12/31/2008



10(z)10
(z)

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

10-K


12/31/2008



10(aa)10
(aa)

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

10-K


12/31/1995



10(p)10
(bb)

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

10-K


12/31/1995



10(q)10
(cc)

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

10-K


12/31/2000



10(ii)10
(dd)

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

10-Q


6/30/2004



10(ii)10
(ee)

Chief Executive Officer Medical and Dental Benefits.

10-K


12/31/2004



10(jj)10
(ff)

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

10-Q


3/31/2008



10(bb)10
(gg)

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

10-K


12/31/2008



10(jj)10
(hh)

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

10-K


12/31/2006



10(cc)10
(ii)

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

10-K


12/31/2006



10(dd)10
(jj)

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

10-Q


3/31/2007



10(ee)10
(kk)

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

10-Q


3/31/2008



10(ff)10
(ll)

Potash Corporation of Saskatchewan Inc. 2009 Performance Option
    Plan and Form of Option Agreement.

10-Q


3/31/2009



10(mm)10
(mm)

Medium-Term Incentive Plan of the registrant effective January
    2009.

10-K


12/31/2008



10(qq)11


Statement re Computation of Per Share Earnings.12


Computation of Ratio of Earnings to Fixed Charges.13


2009 Financial Review Annual Report. The 2009 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.23.1


Consent of Deloitte & Touche LLP.




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##### Table of Contents



Incorporated By ReferenceExhibit





Filing Date/

Exhibit NumberNumber

Description of Document

Form

Period End Date

(if different)23.2


Consent of Marston & Marston, Inc. and Marston, North
    Carolina, P.C.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)

2010 Notice of Meeting, Proxy Circular and Form of Proxy. The
    2010 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)

2009 Summary Accountability Report. The 2009 Summary
    Accountability 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.