10-K

The Next Stage of Growth Potash Corporation of Saskatchewan Inc. Annual Report on Form 10-K for the year ended December 31, 2010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
Commission file number 1-10351

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 — 1^st Avenue South
Saskatoon, Saskatchewan, Canada S7K 7G3
306-933-8500
(Address and telephone number of the registrant’s principal executive offices)

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

Title of each class	Name of exchange on which registered
Common Shares, No Par Value	New York Stock Exchange

The Common Shares are also listed on the Toronto Stock Exchange in Canada

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ     No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).   Yes o     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o     No þ

At June 30, 2010, the aggregate market value of the 886,651,121 Common Shares (as adjusted to give effect to the February 2011 stock split) held by non-affiliates of the registrant was approximately $25,488,264,238.32. At February 22, 2011, the registrant had 854,265,405 Common Shares outstanding (as adjusted to give effect to the February 2011 stock split).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Financial Review Annual Report for the fiscal year ended December 31, 2010 (the “2010 Financial Review”), attached as Exhibit 13, are incorporated by reference into Part II.

Portions of the registrant’s Proxy Circular for its Annual and Special Meeting of Shareholders to be held on May 12, 2011 (the “2011 Proxy Circular”), attached as Exhibit 99(a), are incorporated by reference into Part III.

’10 ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010

Table of Contents

Forward-Looking Statements			1
Part I			2
	Item 1.	Business	2
		General	2
		Potash Operations	3
		Phosphate Operations	7
		Nitrogen Operations	10
		Marketing	11
		Distribution and Transportation	13
		Competition	13
		Employees	14
		Royalties and Certain Taxes	14
		Environmental Matters	15
		Our Executive Officers	20
		Presentation of Financial Information	20
		Where You Can Find More Information	20
	Item 1A.	Risk Factors	21
	Item 1B.	Unresolved Staff Comments	23
	Item 2.	Properties	23
	Item 3.	Legal Proceedings	23
	Item 4.	Submission of Matters to a Vote of Security Holders	24
Part II			25
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
	Item 6.	Selected Financial Data	25
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	26
	Item 8.	Financial Statements and Supplementary Data	26
	Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	26
	Item 9A.	Controls and Procedures	26
	Item 9B.	Other Information	26
Part III			28
	Item 10.	Directors, Executive Officers and Corporate Governance	28
	Item 11.	Executive Compensation	28
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	28
	Item 14.	Principal Accounting Fees and Services	28
Part IV			29
	Item 15.	Exhibits and Financial Statement Schedules	29
		List of Documents Filed as Part of this Report	29
Signatures			35
Exhibit 10(r)
Exhibit 10(y)
Exhibit 10(z)
Exhibit 10(aa)
Exhibit 10(ff)
Exhibit 10(jj)
Exhibit 11
Exhibit 12
Exhibit 13
Exhibit 21
Exhibit 23
Exhibit 31(a)
Exhibit 31(b)
Exhibit 32
Exhibit 99(a)
Exhibit 99(b)

Forward-Looking Statements

This document, including the documents incorporated by reference, contains “forward-looking statements” (within the meaning of the US Private Securities Litigation Reform Act of 1995) or “forward-looking information” (within the meaning of applicable Canadian securities legislation) that relate to future events or our future financial performance. Statements containing words such as “could,” “expect,” “may,” “anticipate,” “believe,” “intend,” “estimate,” “plan” and similar expressions constitute forward-looking statements. These statements are based on certain factors and assumptions as set forth in this document and the documents incorporated by reference herein, including with respect to foreign exchange rates; expected growth, results of operations, performance, business prospects and opportunities; and effective tax rates. While we consider these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect.

Forward-looking statements are subject to important risks and uncertainties that are difficult to predict. The results or events predicted in forward-looking statements may differ materially from actual results or events. Some of the factors that could cause actual results or events to differ from those expressed in forward-looking statements include the following:

•  variances from our assumptions with respect to foreign exchange rates, expected growth, results of operations, performance, business prospects and opportunities, and effective 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 major markets;

•  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.

We sell to a diverse group of customers both by geography and by end product. Market conditions will vary on a year-over-year basis, and sales can be expected to shift from one period to another.

In addition to the factors mentioned above, see “Risk Factors” under Item 1A for a description of other factors affecting forward-looking statements. As a result of these and other factors, there is no assurance that any of the events, circumstances or results anticipated by forward-looking statements included or incorporated by reference into this document will occur or, if they do, of what impact they will have on our business or on our results of operations and financial condition.

Forward-looking statements are given only as at the date of this document or the document incorporated by reference herein, and we disclaim any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

PotashCorp 2010 Annual Report on Form 10-K  1

Part I

Item 1. Business

General

Potash Corporation of Saskatchewan Inc. is a corporation organized under the laws of Canada. As used in this document, the term “PCS” refers to Potash Corporation of Saskatchewan Inc. and the terms “we,” “us,” “our,” “PotashCorp” and the “Company” refer to PCS and its direct and indirect subsidiaries, individually or in any combination, as applicable.

We are the world’s largest integrated fertilizer and related industrial and feed products company by capacity. We are the largest producer of potash worldwide by capacity. In 2010, we estimate our potash operations represented 17% of global production and 20% of global potash capacity¹. We are the third largest producer of phosphates worldwide by capacity. In 2010, we estimate our phosphate operations produced 5% of world phosphoric acid production. We are the third largest nitrogen producer worldwide by ammonia capacity. In 2010, we estimate our nitrogen operations produced 2% of the world’s ammonia production.

We own and operate five potash mines in Saskatchewan and one in New Brunswick. We also hold mineral rights at the Esterhazy mine where potash is produced under a mining and processing agreement with a third party.

Our phosphate operations include the manufacture and sale of solid and liquid phosphate fertilizers, animal feed supplements and industrial acid, which is used in food products and industrial processes. We believe that our North Carolina facility is the world’s largest integrated phosphate mine and processing plant. We also have a phosphate mine and two mineral processing plant complexes in northern Florida and six phosphate feed plants in the United States. We can produce a variety of phosphate products at our Geismar, Louisiana facility.

Our nitrogen operations involve the production of nitrogen fertilizers and nitrogen feed and industrial products, including ammonia, urea, nitrogen solutions, ammonium nitrate and nitric acid. We have nitrogen facilities in Georgia, Louisiana, Ohio and Trinidad.

We are organized under the laws of Canada. Our principal executive offices are located at 122 — 1^st Avenue South, Suite 500, Saskatoon, Saskatchewan, Canada S7K 7G3, and our telephone number is (306) 933-8500.

History

PCS is a corporation continued under the Canada Business Corporations Act and is the successor to a corporation without share capital established by the Province of Saskatchewan in 1975. Between 1976 and 1989 substantial interests in the Saskatchewan potash industry were acquired. These acquisitions included the purchase of the Cory mine in 1976 and the Rocanville and Lanigan mines in 1977.

In 1989, the Province of Saskatchewan privatized PCS. While the Province initially retained an ownership interest in PCS, this interest had been reduced to zero by the end of 1993. Since the privatization of PCS, we have made the following acquisitions of significance to the development of our Company:

•  the Allan mine in 1990 through the acquisition of all of the outstanding shares of Saskterra Fertilizers Ltd.;

•  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

¹ Based on our nameplate capacity, see table under “Potash Operations — Production‘’ for further information.

2  PotashCorp 2010 Annual Report on Form 10-K

•  approximately 10% of the shares of Sinofert Holdings Limited (“Sinofert”), a 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

Our potash operations include the mining and production of potash, which is predominantly used as fertilizer.

Properties

All potash produced by the Company in Saskatchewan is in the southern half of the Province, where extensive potash deposits are found. The potash ore is contained in a predominantly rock salt formation known as the Prairie Evaporite, which lies about 1,000 metres below the surface. The evaporite deposits, which are bounded by limestone formations, contain the potash beds of approximately 2.4 to 5.1 metres of thickness. Three potash deposits of economic importance occur in the Province, the Esterhazy, Belle Plaine and Patience Lake Members. The Patience Lake Member is mined at the Lanigan, Allan, Patience Lake and Cory mines, and the Esterhazy Member is mined at the Rocanville and Esterhazy mines.

Under a mining and processing agreement effective through December 31, 2026 and subject to available reserves, Mosaic Potash Esterhazy Limited Partnership (“Mosaic”) mines and processes our mineral rights at the Esterhazy mine. Please see “Production” and “Reserves” tables for additional information. We have the option to terminate this agreement every five years. The next opportunity to terminate the mining and processing agreement is December 31, 2011, for which notice must be given no later than June 30, 2011. Mosaic has the option to abandon the mine at any time after December 31, 2011, which would result in the termination of the mining and processing agreement. Following the expansion at Esterhazy, which was completed in 2007, the maximum finished product we are permitted to take each year under the mining and processing agreement is 1,313,000 tonnes and the minimum required amount is 453,600 tonnes. For the year ending December 31, 2011, we have notified Mosaic that we elect to receive 943,000 tonnes of finished product. Water inflows at the Esterhazy mine have continued, to a greater or lesser degree, since December 1985. We share in the water inflow remediation costs at the Esterhazy mine.

We also produce potash at our mine near Sussex, New Brunswick from the flank of an elongated salt structure. We also hold an interest in certain oil and gas rights in the vicinity of the New Brunswick mine. Natural gas has been discovered and we, in conjunction with Corridor Resources Inc., have supplied the New Brunswick facility with natural gas to meet its fuel needs since 2003. During exploration for natural gas in the vicinity of the Sussex division, potash was detected to the south and east of existing mine operations (referred to as Penobsquis), a new area of potash mineralization called the Picadilly deposit. Enough detailed exploration (3D seismic and drilling) took place to delineate a potash resource large enough to warrant mine design and capital cost estimate studies. These studies were completed by mid-2007 and in July 2007, the Company announced plans for a new potash mine and an expanded milling facility at the New Brunswick site. Construction of this new mining facility is ongoing and is expected to be completed in 2013. Once construction is complete, the facility is expected to be ramped up by 2015, provided market conditions warrant. Once fully ramped up, the new mine will replace the existing underground operation and is expected to have an annual operational capability of 1.8 million tonnes. The capital budget for the project is $1.66 billion. As of December 31, 2010, we have incurred approximately $985 million in expansion costs.

We control the right to mine 785,759 acres of land in Saskatchewan. Included in these holdings are mineral rights to 677,754 acres contained in blocks around the six mines in which we have an interest, of which acres approximately 28% we own, approximately 54% are under lease from the Province of Saskatchewan and approximately 18% are leased from other parties. Our remaining 108,006 acres are located elsewhere in Saskatchewan. Our leases with the Province of Saskatchewan are for 21 year terms, renewable at our option. Our significant leases with other parties are also for 21 year terms. Such leases are renewable at our option, providing generally that production is continuing and that there is continuation of the applicable Crown lease. In New Brunswick, we mine pursuant to a mining lease with the Province of New Brunswick. We control the right to mine 58,263 acres of land in New Brunswick. The lease is for a term of 21 years from 1978 with renewal provisions for three additional 21 year periods. This lease was renewed effective June 13, 1999.

PotashCorp 2010 Annual Report on Form 10-K  3

The following map shows the location of our Canadian mining operations and Esterhazy.

Production

We produce potash using both conventional and solution mining methods. In conventional operations, shafts are sunk to the ore body and mining machines cut out the ore, which is lifted to the surface for processing. In solution mining, the potash is dissolved in warm brine and pumped to the surface for processing. Eleven grades of potash are produced to suit different preferences of the various markets.

In 2010, our conventional potash operations (excluding Esterhazy) mined 22.435 million tonnes of ore at an average grade of 22.62% potassium oxide (“K₂O”). In 2010, our potash production from all our operations (including Esterhazy) consisted of 8.078 million tonnes of potash (“KCl” or “finished product”) with an average grade of 61.08% K₂O, representing 49% of North American production.

In 2010, our capacity represented an estimated 52% of the North American total capacity.² We allocate production among our mines on the basis of various factors, including cost efficiency and the grades of product that can be produced. The Patience Lake mine, which was originally a conventional underground mine, now employs a solution mining method. The other Saskatchewan mines we own or in which we have an interest employ conventional underground mining methods.

The New Brunswick mine is a conventional cut and fill underground mining operation. In addition to potash production, this mine also produced 0.514 million tonnes of sodium chloride (salt) in 2010. We continue to incur costs at the New Brunswick division in relation to management of a brine inflow.

The following table sets forth, for each of the past three years, the production of ore, grade and finished product for each of our mines.

	Annual		Annual		Annual
	Nameplate		Operational		Operational
	Capacity		Capability		Capability
	2010(1)		2011(2)		2010(2)			2010 Production						2009 Production						2008 Production
	Finished		Finished		Finished							Finished						Finished						Finished
	Product		Product		Product			Ore				Product		Ore				Product		Ore				Product
	(Millions		(Millions		(Millions			(Millions		Grade		(Millions		(Millions		Grade		(Millions		(Millions		Grade		(Millions
	of tonnes)		of tonnes)		of tonnes)			of tonnes)		% K2O		of tonnes)		of tonnes)		% K2O		of tonnes)		of tonnes)		% K2O		of tonnes)
Lanigan		3.828		3.400		3.600			8.487		20.89		2.368		2.662		20.34		0.702		7.688		20.16		2.141
Rocanville		3.044		2.800		2.800			6.580		23.74		2.183		2.912		23.29		0.949		8.086		24.81		2.834
Allan		1.885		1.400		1.800			3.431		24.07		1.104		2.060		25.08		0.686		3.213		24.63		1.093
Cory		1.361		1.500		0.800			1.927		24.03		0.551		1.707		23.03		0.416		1.680		22.49		0.420
Patience Lake(3)		1.033		0.500		0.500			—		—		0.372		—		—		0.101		—		—		0.282
Esterhazy(4)		1.313		0.943		0.943	(5)		—		—		0.855		—		—		0.276		—		—		1.125
New Brunswick		0.800		0.800		0.800			2.010		22.38		0.645		0.872		23.34		0.275		2.452		23.01		0.802
Totals		13.264		11.343		11.243			22.435				8.078		10.213				3.405		23.119				8.697

(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.

² Based on our nameplate capacity, see table for further information.

4  PotashCorp 2010 Annual Report on Form 10-K

The mining of potash is a capital-intensive business subject to the normal risks and capital expenditure requirements associated with mining operations. The processing of ore may be subject to delays and costs resulting from mechanical failures and such hazards as unusual or unexpected geological formations, subsidence, floods and other water inflows, and other conditions involved in mining ore.

Reserves

The Company’s estimates for its conventional mining operations in Saskatchewan are based on exploration drill hole data, seismic data and actual mining results during the past 40 to 45 years. In Saskatchewan reserves are estimated by identifying material in place that is delineated on at least two sides and material in place within one mile from an existing sampled mine entry or borehole. The Company’s estimates for its conventional mining operations in New Brunswick are based on exploration drill hole data, seismic data and actual mining results during the past 26 years. In New Brunswick reserves are estimated by identifying material in place delineated by drilling or mining with results projected conservatively from these intersections.

Generally, we distinguish between proven and probable reserves in respect of our potash operations based on the level of certainty and established continuity of the mineralization in the potash deposits and reserves described. For our Saskatchewan potash operations, we distinguish proven reserves from probable reserves based on greater delineation of the reserve, which is estimated through drilling and mine entry sampling. For our New Brunswick potash operations, we distinguish proven reserves from probable reserves based on the extent of exploration coverage.

A historical extraction ratio from the 27 to 45 years of mining results is applied to estimate the mineable reserves. The Company’s estimated recoverable ore (reserve tonnage only) as of December 31, 2010 for each of our potash mines is as follows:

					Total
	Proven		Probable		Mineral Reserves
	Mineral Reserves		Mineral Reserves		(Millions of tonnes		Average
	(Millions of tonnes		(Millions of tonnes		recoverable		Grade			Years of Remaining
	recoverable ore)		recoverable ore)		ore)(1)(2)(3)		K2O Eq(4)(5)			Mine Life(6)
Allan(7)		81		210		291		25.8	%		100
Cory(7)		52		169		221		24.7	%		125
Lanigan(7)		103		432		535		21.5	%		85
Rocanville		137		297		434		23.5	%		74
Patience Lake(8)		—		—		—		—			—
Esterhazy(9)		8		—		8		24.5	%		3
New Brunswick		191		—		191		24.6	%		107

(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 3.02, Cory 3.83, Lanigan 3.62, Rocanville 2.95 and New Brunswick 3.10.
(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 H2O) 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 K2O basis. The “K2O equivalent” gives a standard measurement of the nutrient value of different potassium-bearing rocks and minerals. To convert from K2O 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 2.90, Cory 1.77, Lanigan 6.28, Rocanville 5.86 and New Brunswick 1.77. 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 4.6% of the Company’s potash production in 2010.

PotashCorp 2010 Annual Report on Form 10-K  5

(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, subject to the litigation described below, 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 “Proven Mineral Reserves (Millions of tonnes recoverable ore)” category. The “Years of Remaining Mine Life” reported for Esterhazy assumes that the Company will receive approximately 943,000 tonnes for 2011 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” under Item 3 for additional information.

Resources

Mineral resources, which are exclusive of the mineral reserves reported above, are contained within the lands for which a mining lease is held at each mine. These resources are reported as mineralization in-place while the reserves are reported as recoverable ore.

In Saskatchewan, where geological correlations are straightforward, the mineral resource categories are generally characterized by the Company as follows:

•  areas of detailed, physical exploration through actual drilling or mine sampling, near existing underground workings, and within a mining lease are reported in the measured mineral resource category;

•  areas of sparse exploration, such as areas with 3D surface seismic coverage, little or no drilling, and at some distance from underground workings, and within a mining lease are reported in the indicated mineral resource category;

•  areas of limited exploration, such as areas that have been investigated through regional geological studies, or areas with 2D regional surface seismic coverage, little or no drilling, and at some distance from underground workings, and still within a mining lease or exploration permit area are reported in the inferred mineral resource category.

Exploration information used to infer and compute resource tonnage estimates for Saskatchewan consists of physical sampling (boreholes) and surface seismic data (3D and 2D).

In New Brunswick, where geology is complex, mineral resource categories are generally characterized by the Company as follows:

•  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.

Exploration information used to infer and compute resource tonnage estimates in New Brunswick consists of physical sampling (boreholes and regional surface mapping), surface seismic data (3D and 2D), and airborne electromagnetic and regional gravity data.

The Company’s estimated mineral resource tonnage as of December 31, 2010 for each of our mines is as follows:

	Mineral Resource
	Measured Resource		Indicated Resource		Inferred Resource		Grade
	(Millions of tonnes		(Millions of tonnes		(Millions of tonnes		%K20
	in-place)		in-place)		in-place)		Eq(1)
Allan(2) (A Zone)		211		245		1,455		25.8
(B Zone)		1,177		246		1,462		21.5
Cory(2) (A Zone)		223		443		986		24.7
(B Zone)		1,136		476		961		21.5
Lanigan(2) (A Zone)		1,965		572		1,512		25.2
(B Zone)		426		747		2,046		21.5
Rocanville		369		580		2,017		23.5
Patience 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”.

6  PotashCorp 2010 Annual Report on Form 10-K

(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.

The scientific and technical information included in the Potash Operations section has been prepared by or under the supervision of persons who are “qualified persons” under Canadian National Instrument 43-101. For Saskatchewan and New Brunswick operations, Garth Moore, P. Eng. (President, PCS Potash) is the qualified person who supervised the preparation of the information and who verified the data disclosed herein.

Data for the mineral reserve and mineral resource estimates for our Saskatchewan mines reported herein were verified by PotashCorp staff as follows:

•  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.

This approach to data verification of potash mineral grade and surface seismic information is in accordance with generally accepted industry practice for areas adjacent and contiguous to an existing operating potash mine.

Phosphate Operations

We mine phosphate ore and manufacture phosphoric acid, solid and liquid fertilizers, animal feed supplements, purified phosphoric acid which is used in food products and industrial processes, hydrofluosilicic acid (“HFSA”) and silicon tetrafluoride (“STF”).

Properties

We conduct our phosphate operations primarily at two facilities, one a 74,787-acre facility near Aurora, North Carolina and the other a 100,580-acre facility near White Springs in northern Florida. We believe the Aurora facility, with a capacity of 1.2 million tonnes P₂0₅ of phosphoric acid per year, to be the largest integrated phosphate mine and phosphate processing complex at one site in the world. The Aurora facility includes a 6.0 million tonne per-year mining operation, three sulfuric acid plants, four phosphoric acid plants, four purified acid plants, a liquid fertilizer plant, a superphosphoric acid (“SPA”) plant, a defluorinated phosphate (“DFP”) or animal feed plant, two granulation plants capable of producing diammonium phosphate (“DAP”) or monoammonium phosphate (“MAP”) and four STF plants.

The White Springs facility is the third largest phosphoric acid producer, by capacity, in the United States. The White Springs facility includes a mine and two production facilities, Suwannee River and Swift Creek, with two sulfuric acid plants, one phosphoric acid plant, two MAP plants, a SPA plant, a dicalcium phosphate plant and a DFP plant located at the Suwannee River complex and two sulfuric acid plants and a superphosphoric plant located at the Swift Creek complex.

The location of our Aurora and White Springs mining operations are shown on the following map.

At our Geismar, Louisiana facility, we manufacture phosphoric acid. The Geismar facility has a sulfuric acid plant, a phosphoric acid plant and a liquid fertilizer plant. A significant portion of the phosphoric acid produced at the Geismar facility is sold as feedstock to Innophos, Inc. for use in its neighboring purified acid plant. Our other phosphate properties include:

•  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.

PotashCorp 2010 Annual Report on Form 10-K  7

Plant Locations	Primary Products Produced
Aurora, North Carolina	DAP, MAP, SPA, animal feed, liquid fertilizer, purified acid, merchant grade phosphoric acid (“MGA”), STF, HFSA
White Springs, Florida(1)	SPA, MAP, MGA(2), animal feed
Cincinnati, Ohio	Blended purified acid products
Geismar, Louisiana(3)	MGA
Marseilles, Illinois	Animal feed
Weeping Water, Nebraska	Animal feed
Joplin, 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

We extract phosphate ore using surface mining techniques. At each mine site, the ore is mixed with recycled water to form a slurry, which is pumped from the mine site to our processing facilities. The ore is then screened to remove coarse materials, washed to remove clay and floated to remove limestone and calcareous gangue to produce phosphate “rock”. The annual production capacity of our mines is currently 9.6 million tonnes of phosphate rock. During 2010, the Aurora facility’s total production of phosphate rock was 4.0 million tonnes and the White Springs facility’s total production of phosphate rock was 1.8 million tonnes. The sequence for mining portions of the Aurora property has been identified in the permit issued by the US Army Corps of Engineers (the “Corps”) in June 2009. The permit authorizes mining in excess of 30 years.

Phosphate rock is the major input in our phosphorus processing operations. Substantially all of the phosphate rock produced is used internally for the production of phosphoric acid, SPA, chemical fertilizers, purified phosphoric acid and animal feed products. Unlike the Aurora and White Springs operations, the Geismar facility does not mine phosphate rock. Presently, the Geismar facility purchases phosphate rock from Morocco pursuant to an agreement with a Moroccan government-owned company, wherein prices are reset at prescribed dates through negotiation.

In addition to phosphate ore, the principal raw materials we require are sulfur and ammonia. The production of phosphoric acid requires substantial quantities of sulfur, which we purchase from third parties. Any significant disruption in our sulfur supply to the phosphate facilities could adversely impact our financial results. We produce sulfuric acid at the Aurora, White Springs and Geismar facilities.

Our phosphate operations purchase all of their ammonia at market rates from or through our nitrogen and sales subsidiaries. Phosphoric acid is reacted with ammonia to produce DAP and MAP as well as liquid fertilizers. In addition, ammonia operations include the purchase, sale and terminalling of anhydrous ammonia and much of this ammonia is purchased from third parties. Ammonia to White Springs is supplied through an ammonia tank lease in Tampa, Florida. Ammonia to Aurora is supplied through rail deliveries from our Lima, Ohio production facility, Geismar, Louisiana storage facility, and leased storage at Pascagoula, Mississippi.

We produce MGA at Aurora, White Springs and Geismar. Some MGA is sold to foreign and domestic fertilizer producers and industrial customers. We further process the balance of the MGA to make solid fertilizer (DAP and MAP); liquid fertilizers; animal feed supplements for the poultry and livestock markets; and purified phosphoric acid for use in a wide variety of food, technical and industrial applications.

The following table sets forth, for each of the last three years, the Company’s production of phosphate rock (including tonnage and grade) and the production of phosphoric acid.

Phosphate Rock
(Millions of tonnes)
	Annual		2010				2009				2008
	Capacity		Production		% P2O5		Production		% P2O5		Production		% P2O5
Aurora, NC		6.0		4.068		27.29		4.198		27.36		4.027		27.35
White Springs, FL		3.6		1.783		30.11		2.499		30.35		3.025		29.88
Total		9.6		5.851				6.697				7.052

8  PotashCorp 2010 Annual Report on Form 10-K

Phosphoric Acid
(Millions of tonnes P2O5)
	Annual		2010		2009		2008
	Capacity		Production		Production		Production
Aurora, NC		1.202		1.146		0.932		1.054
White Springs, FL		0.966		0.705		0.433		0.741
Geismar, LA		0.202		0.136		0.140		0.147
Total		2.370		1.987		1.505		1.942

Reserves

Our phosphate deposits in North Carolina occur in a formation known as the Pungo River formation of the middle Miocene age. The formation, typically 75 feet to 125 feet below ground surface, is composed of interbedded phosphatic sands, silts and clays, diatomaceous clays and phosphatic limestone. Phosphate of value in the ore horizon occurs as pellets of brown and black sand-sized particles, with flat-sided angular quartz grains and variable amounts of silt, clay and interbedded limestone. The phosphate ore (matrix) horizon throughout is distinguished by its relative uniformity in thickness, percent P₂O₅ and other quality characteristics.

Our White Springs operations are in Hamilton County, Florida. The Hamilton County phosphate deposits in the North Florida Phosphate District are reported to be of the middle Miocene and Pliocene ages. Because of partial reworking during the Pliocene age, these deposits tend to be more variable than middle Miocene deposits, such as those found in North Carolina.

In connection with the new permit at Aurora and the reporting requirements under Canadian National Instrument 43-101, the Company engaged Marston & Marston, Inc. (“Marston”) in late 2009 to update the estimated phosphate ore reserves at both Aurora and White Springs. Marston developed geologic and cost models, mine plans, production schedules and a cash flow estimate for each operation based on (i) a review of Company records and information regarding land areas controlled by the Company, (ii) drilling and sampling databases provided by the Company, (iii) visits to each site’s mining operations and discussions with Company personnel familiar both with the geology of the phosphate ore deposits and (iv) a phosphate market study. From these, Marston developed both reserve and resource estimates for Aurora and White Springs.

The following table sets forth the Company’s estimated proven and probable phosphate reserves for Aurora and White Springs as of December 31, 2010 at a stated average grade of 30.66% P₂O₅.

	Tonnes of
	Phosphate Rock
	(Millions of tonnes)
	Stated Average Grade 30.66% P205
	Proven		Probable		Total
	Reserves		Reserves		Reserves
Aurora
Permitted		59.4		1.0		60.4
To Be Permitted		53.8		6.8		60.6
White Springs
Permitted		36.8		—		36.8
To Be Permitted		3.6		—		3.6
Total		153.6		7.8		161.4

The reserves set forth above for Aurora would permit mining to continue at annual production rates for about 33 years. This mine life is based on an average annual production rate of approximately 3.66 million tonnes of 30.66% concentrate over the three-year period ended December 31, 2010. If mineral deposits covered by the new permit at Aurora and now reclassified as resources are included, the mine life at Aurora would be about 52 years at such rate of production. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

The reserves set forth above for White Springs would permit mining to continue at annual production rates for about 17 years. This mine life is based on an average annual production rate of approximately 2.39 million tonnes of 30.66% concentrate over the three-year period ended December 31, 2010.

Resources

Mineral resources, which are exclusive of the mineral reserves reported above, are contained within the lands owned or controlled by the Company at each mine. Resources are reported as mineralization in-place with no historical recovery factors applied to quantify the total tonnes, while reserves are reported as recoverable ore, having applied the appropriate historical recovery factors.

PotashCorp 2010 Annual Report on Form 10-K  9

At both Aurora and White Springs, where geological correlations are well defined, the mineral resource categories are generally characterized by the Company as follows:

•  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; and

•  inferred mineral resource — areas with mineral deposit continuity based on 150% of range drill hole distances (6,750 feet) in the geostatistical model.

Information used to infer and compute resource tonnage estimates consists of physical sampling (drill holes) and geologic modeling.

The Company’s estimated mineral resource tonnage as of December 31, 2010 for each of our mines is as follows:

	Mineral Resource (30.66% P205)(1)
	Measured		Indicated		Inferred
	Resource		Resource		Resource
	(Millions of		(Millions of		(Millions of
	tonnes		tonnes		tonnes
	in-place)		in-place)		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.

The scientific and technical information included in the Phosphate Operations section has been prepared by “qualified persons” under Canadian National Instrument 43-101. The qualified persons who prepared and verified the information at each site are I.K. Gilmore CPG, PG (PCS Phosphate — Aurora, Superintendent Mine Planning & Chief Geologist) at Aurora and Cameron Lynch, P.E. (PCS Phosphate — White Springs, Superintendent Mine Planning/Mine Services) at White Springs.

Data for the mineral reserve and mineral resource estimates reported for our phosphate mining operations reported herein were verified by reviewing:

•  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.

Nitrogen Operations

Our nitrogen operations include production of nitrogen fertilizers and nitrogen chemicals. These products are used for agricultural, industrial and animal nutrition purposes.

Properties

We have four nitrogen production facilities, of which three are located in the United States and one is located in Trinidad. The following table sets forth the facility locations and production capabilities.

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

(1)    Since 2003, we have not produced ammonia at Geismar. In February 2011, we announced plans to resume ammonia production at our Geismar plant and we currently anticipate resuming ammonia production at Geismar in the 4th quarter of 2012.

Production

Unlike potash and phosphate, nitrogen is not mined. It is taken from the air and reacted with a hydrogen source, usually natural gas reformed with steam, to produce ammonia. The ammonia is used to produce a full line of upgraded nitrogen products, including urea, nitrogen solutions, ammonium nitrate and nitric acid. Ammonia, urea and nitrogen solutions are sold as fertilizers to agricultural customers and to industrial customers for various applications. Nitric acid and ammonium nitrate are sold to industrial customers for various applications. Urea is also sold for animal feed applications.

The following table sets forth, for each of the last three years, the Company’s production of ammonia.

	Ammonia(1)
	(Millions of Tonnes)
	Annual		2010		2009		2008
	Capacity		Production		Production		Production
Trinidad		2.177		2.194		1.858		1.785
Augusta, GA		0.713		0.693		0.690		0.674
Lima, OH		0.599		0.482		0.555		0.538
Total		3.489		3.369		3.103		2.997

(1)    A substantial portion is upgraded to value added products.

10  PotashCorp 2010 Annual Report on Form 10-K

Raw Materials

Natural gas is the primary raw material used for the production of nearly all of our nitrogen products. In the US, we employ natural gas hedges with the goal of minimizing risk from volatile gas prices. In Trinidad, natural gas is purchased pursuant to long-term contracts using pricing formulas related to the market price of ammonia. In Trinidad, we have multiple long-term gas contracts in place. These contracts, which include minimum take or pay requirements, can provide the entire ammonia complex with 90% of our needs in 2011, 83% in 2012, 67% in 2013, 56% in 2014 and 2015, and 51% from 2016 to 2018. With the exception of the Trinidad facility, we purchase most of our natural gas from producers or marketers at the point of delivery of the natural gas into the pipeline system, then pay the pipeline company and, where applicable, the local distribution company to transport the natural gas to our nitrogen facilities. Approximately 86% of our US consumption of natural gas by our nitrogen operations is delivered pursuant to firm transportation contracts, which do not permit the pipeline or local distribution company to interrupt service to, or divert natural gas from, the plant.

Marketing

The following table summarizes our sales from potash, phosphate and nitrogen products (by geographical distribution) in the past three fiscal years.

	2010		2009		2008
Potash
Canada	$	138.5	$	64.0	$	150.6
United States		1,315.4		538.3		1,353.1
Canpotex(1)		1,272.6		613.7		2,257.1
Other		274.1		99.8		307.3
Total	$	3,000.6	$	1,315.8	$	4,068.1
Phosphates
Canada	$	100.3	$	114.8	$	200.3
United States		1,148.7		860.3		1,640.6
PhosChem(1)		395.5		242.0		713.6
Other		177.1		157.3		326.2
Total	$	1,821.6	$	1,374.4	$	2,880.7
Nitrogen
Canada	$	2.7	$	5.3	$	9.9
United States		1,562.4		1,126.2		2,251.1
Other		151.3		155.0		236.7
Total	$	1,716.4	$	1,286.5	$	2,497.7

(1)    See discussion below for information regarding Canpotex Limited (“Canpotex”) and Phosphate Chemicals Export Association, Inc. (“PhosChem”) sales.

Percentages of sales referred to in this section reflect percentages of sales based on US dollars, unless otherwise indicated.

For financial information about our business segments and North American and offshore sales, see the information under “Potash — Potash Results” and “Potash — Potash Performance” on pages 26 through 28, “Phosphate — Phosphate Results” and “Phosphate — Phosphate Performance” on pages 32 through 34 and “Nitrogen — Nitrogen Results” and “Nitrogen — Nitrogen Performance” on pages 38 through 40 in our 2010 Financial Review, attached as Exhibit 13, and Note 18, Segment Information, to our 2010 consolidated financial statements, incorporated by reference under Items 7 and 8 in this report. Information with respect to the geographical locations of long-lived assets is disclosed in Note 18, Segment Information, to our 2010 consolidated financial statements incorporated by reference under Item 8 in this report.

We have a diversified customer base and, apart from sales to Canpotex, no one customer accounted for more than 10% of our total sales in 2010.

Potash from our Saskatchewan mines for sale outside Canada and the United States is sold exclusively to Canpotex. PCS Sales (Canada) Inc. executes offshore marketing and sales for our New Brunswick potash and marketing and sales for our potash, phosphate and nitrogen products in Canada. PCS Sales (USA), Inc. executes marketing and sales for our potash, phosphate and nitrogen products in the United States. PhosChem, an association formed under the US Webb-Pomerene Act, is the principal vehicle through which we execute offshore marketing and sales for our phosphate fertilizers. See “Offshore Marketing” below.

North American Marketing

In 2010, North American sales of potash products represented 49% of our total potash sales, substantially all of which were attributable to potash customers in the United States. Typically, our North American potash sales are larger in the first half of the year. The vast majority of sales are made on the spot market with the balance made under short-term contracts. We have no material contractual obligations in connection with North American sales to sell potash in the future at a fixed price.

In 2010, North American sales of phosphate products represented 68% of our total phosphate sales, substantially all of which were attributable to phosphate customers in the United States. In 2010, the majority of our phosphate product sales were made on the spot market, with the balance made under short-term contracts (generally on an annual basis) and a limited number of sales made pursuant to multi-year contracts. We have no material contractual obligations in connection with North American sales to sell phosphate products in the future at a fixed price.

PotashCorp 2010 Annual Report on Form 10-K  11

In 2010, North American sales of nitrogen products represented 91% of our total nitrogen sales and our total non-fertilizer products accounted for 66% of our total nitrogen sales, substantially all of which were attributable to nitrogen customers in the US. Typically, North American nitrogen fertilizer sales are greatest in the second quarter. In 2010, our nitrogen product sales were made on the spot market and under short-term and multi-year contracts. We have no material contractual obligations in connection with North American sales to sell nitrogen in the future at a fixed price.

Ammonia purchased by us is used in our operations and is sold to third party customers by PCS Sales (USA), Inc.

The primary customers for fertilizer products are retailers, dealers, cooperatives, distributors and other fertilizer producers. Such retailers, dealers and cooperatives have both distribution and application capabilities. The primary customers for industrial products are chemical product manufacturers. The majority of our purified phosphoric acid is sold directly to consumers of the product, with the balance sold through an authorized non-exclusive distribution network.

Offshore Marketing

Potash we produce in Saskatchewan for sale outside Canada and the United States is sold to Canpotex, which is owned in equal shares by the three potash producers in the Province of Saskatchewan (including us). Canpotex, which was incorporated in 1970 and commenced operations in 1972, acts as an export company providing integrated sales, marketing and distribution for all Canadian potash exported to customers outside the United States and Canada. Each shareholder of Canpotex has an equal voting interest as a shareholder through its nominees on the board of directors, and the shareholders of Canpotex have committed to use Canpotex as their exclusive offshore export outlet for potash produced in Canada as long as they are members of Canpotex. The members of Canpotex have exempted production from our New Brunswick mine from this requirement.

In general, Canpotex sales are allocated among the producers based on production capacity. If a shareholder cannot satisfy demand for potash by Canpotex, the remaining shareholders are entitled to satisfy the demand pro rata based on their allotted production capacity. In 2010, we supplied 55.79% of Canpotex’s requirements. Canpotex generally sells potash to private firms and government agencies pursuant to contracts at negotiated prices or by spot sales.

The following table sets forth the percentage of sales volumes by Canpotex for the past three calendar years in the various geographical regions.

	2010		2009		2008
China		14%		6%		13%
India		14		32		16
Other Asian countries		41		43		39
Latin America		25		13		25
Other countries		6		6		7
Total		100%		100%		100%

For 2010, sales to Canpotex represented 42% of our total potash sales. Offshore sales of potash from the New Brunswick mine, through PCS Sales (Canada) Inc. and PCS Sales (USA), Inc., represented 9% of our total potash sales in 2010.

Since 1975, PhosChem has been the largest exporter of US phosphate fertilizers. Currently, the members of PhosChem are PCS Sales (USA), Inc. and Mosaic Crop Nutrition LLC. The PhosChem members have agreed, except for certain sales that are reserved individually to the PhosChem member companies, to export their fertilizer products exclusively through PhosChem. PhosChem negotiates prices and other terms for such export sales of its members’ phosphate fertilizer products that are made through PhosChem. Since 1995, pursuant to the terms of the PhosChem membership agreement, Mosaic Global Operations Inc. is responsible for the marketing of solid fertilizers and PCS Sales (USA), Inc., is responsible for the marketing of liquid merchant grade phosphoric acid in export trade. Total sales for 2010 (on a P₂O₅ basis) were apportioned as follows: 75% to Mosaic Crop Nutrition LLC and 25% to PCS Sales (USA), Inc. The PhosChem agreement is renewed annually.

Revenue from sales to PhosChem accounted for 22% of our total phosphate sales in 2010. Other offshore phosphate sales accounted for 10% of our total phosphate sales in 2010. In 2010, 67% of PhosChem’s sales volume was in the form of DAP.

The following table sets forth the percentage of phosphate sales volumes of PhosChem for the past three calendar years in the various geographical regions.

	2010		2009		2008
India		58%		61%		57%
China		2		1		—
Other Asian countries		9		9		11
Latin America		20		19		21
Other countries		11		10		11
Total		100%		100%		100%

12  PotashCorp 2010 Annual Report on Form 10-K

Ammonia and urea predominate our offshore sales of nitrogen and originate primarily from Trinidad, with other sales coming from purchased product locations. For 2010, our offshore sales of nitrogen products represented 9% of our total nitrogen sales.

Offshore sales are subject to those risks customarily encountered in foreign operations, including (i) fluctuations in foreign currency exchange rates; (ii) changes in currency and exchange controls; (iii) the availability of foreign exchange; (iv) laws, policies and actions affecting foreign trade; and (v) other economic, political and regulatory policies of foreign governments.

Distribution and Transportation

We have an extensive infrastructure and distribution system to store and transport our products. In addition to storage located at our production facilities, in 2010, we leased or owned 212 terminal and warehouse facilities, some of which have multi-product capability for a total of 280 strategically located distribution points in Canada and the United States to serve our customers. To complement our distribution system in Canada and the United States, we also lease or own approximately 9,950 rail cars. In the offshore market, the Company leases one warehouse in China, one in Malaysia and has ownership in a dry bulk fertilizer port terminal in Brazil through a joint venture.

Potash Products

Transportation costs add significantly to the total cost of potash. Producers have a definite advantage in markets close to their sources of supply (e.g., Saskatchewan producers in the Midwestern United States, New Brunswick producers on the US Eastern Seaboard and New Mexico producers in the Southern and Western United States). International shipping cost variances permit offshore producers (including those in the former Soviet Union, Germany and the Middle East) to compete effectively in some of our traditional markets.

Most of our potash for North American customers is shipped by rail. Shipments are also made by rail from each of our Saskatchewan mines to Thunder Bay, Ontario, for shipment by lake vessel to our warehouses and storage facilities in Canada and the United States. Potash from the New Brunswick mine is shipped primarily by ocean-going vessel from the Port of Saint John, although truck and rail transport are also used for North American customers.

In the case of our sales to Canpotex, potash is transported by rail principally to Vancouver, British Columbia, where port facilities exist for storage pending shipment overseas. We have an equity interest in Canpotex Bulk Terminals Limited, which is a part owner of these port facilities. Through Canpotex, we also transport potash to and have an interest in a port facility located in Portland, Oregon.

Phosphate Products

With respect to phosphates, we have long-term leases on shipping terminals in Morehead City and Beaufort, North Carolina, through which we receive and store Aurora facility raw materials and finished product. We use barges and tugboats to transport solid products, phosphoric acid and sulfur between the Aurora facility and shipping terminals. Raw materials and products, including sulfur, are also transported to and from the Aurora facility by rail.

Sulfur is delivered to the White Springs facility by rail and truck from Canada and the US. Most of the phosphoric acid and chemical fertilizers produced at the White Springs facility are shipped to domestic destinations by rail. We also ship some of our products produced at the White Springs facility through Tampa, Florida for offshore sales. Ammonia to White Springs and Aurora is supplied through an ammonia tank lease in Tampa, Florida. Ammonia to Aurora is also supplied through rail deliveries from our Lima, Ohio production facility, Geismar, Louisiana storage facility and leased storage at Pascagoula, Mississippi.

Much of the Geismar facility’s phosphoric acid and sulfuric acid is delivered via pipeline to nearby customers. The balance of the facility’s phosphate products are shipped by rail or tank truck. Phosphate rock feedstock is delivered to Geismar from Morocco in large ocean-going vessels. Sulfur is delivered to the Geismar facility by barge, truck and rail.

Nitrogen Products

We distribute our nitrogen products by vessel, barge, railcar, truck and direct pipeline to our customers and, in high consumption areas, through our strategically located storage terminals. We lease or own 41 nitrogen terminal facilities. The terminals provide off-season storage and also serve local dealers during the peak seasonal demand period.

We distribute products from the Trinidad plant primarily to markets in the United States and also to Latin America and Europe. Our distribution operations in Trinidad employ four long-term chartered ocean-going vessels and utilize short-term and spot charters as necessary for the transportation of ammonia. All bulk urea production from Trinidad is shipped through third-party carriers.

Competition

Potash is a commodity and consequently producers compete based on price, quality and service (e.g., delivery time and ability to supply high quality material). We price competitively and sell high quality products and provide high quality service to our customers. Our service includes maintaining warehouses, leasing railcars and chartering ocean-going vessels to enhance our delivery capabilities. The high cost of transporting potash affects competition in various geographic areas. Our competition includes three North American producers and offshore producers located in the former Soviet

PotashCorp 2010 Annual Report on Form 10-K  13

Union, the Middle East, Europe, and to a lesser extent Asia and Latin America.

Markets for phosphate fertilizer products are highly competitive. Our principal advantage at Aurora and White Springs is that we operate integrated phosphate mine and phosphate processing complexes, while most of our North American competitors are required to ship phosphate rock by rail or truck greater distances from their mines to their mineral processing plants, thus incurring higher rock processing costs.

We compete with government enterprises and independent phosphate producers in important exporting countries, including Morocco, Tunisia, Jordan, South Africa, Russia, Mexico, Senegal and Australia. In addition, increased phosphate fertilizer production in traditionally important US export markets such as China have impacted US export sales to those countries. Our principal competitors in North American markets include The Mosaic Company and CF Industries, Inc.

Within the animal feed supplement business in the phosphate segment, opportunities exist to differentiate products based on nutritional content, thereby making it less commodity-like. We have a significant presence in the domestic feed supplement market segments.

Industrial products are the least commodity-like of the phosphate products as product quality is a more significant consideration for customer buying decisions. We market industrial phosphate products principally in the US and we compete against domestic suppliers and imports.

Nitrogen, globally the most widely produced nutrient, is primarily a regional business. However, ammonia, the feedstock for all nitrogen products, may be manufactured in countries with adequate natural gas supplies and can enable developing nations to monetize their natural gas resources. Several countries with large reserves and low production costs use little of their gas domestically, and can produce ammonia cheaply for the export market. Natural gas can be up to 90% of the cash cost of producing ammonia.

Nitrogen is an input into industrial production of a wide range of products. Manufacturers want consistent quality and just-in-time delivery to keep their plants running. Many industrial consumers are connected to their suppliers by pipeline.

Our nitrogen production serves both fertilizer and industrial customers. Our US plants primarily supply industrial customers, and Trinidad supplies both our fertilizer and industrial customers. Our US production is currently in a favorable cost position, primarily due to shale gas developments. In Trinidad, our natural gas contracts are primarily indexed to Tampa, Florida ammonia prices. Within North America, sales are regionalized due to transportation costs. CF Industries, Inc., Koch Industries, Inc., Terra Industries, Inc. and importers are our main competitors. Imports are expected to continue.

Employees

At December 31, 2010, we employed 5,486 persons, of whom 1,866 were salaried and 3,620 were hourly paid. Of these 5,486 employees, our potash operations employed 2,328 people, our phosphate operations 1,917 and our nitrogen operations 823. Our sales and transportation and distribution functions were handled by 93 employees in Northbrook, Illinois and various other locations in the United States and by 18 employees in Saskatoon, Saskatchewan. Excluding sales personnel, the Saskatoon and Northbrook offices had a staff of 304.

We have entered into eight collective bargaining agreements with labor organizations representing employees. The following table sets forth the plant locations where we have entered into collective bargaining agreements and their respective expiry dates.

	Collective Bargaining
Plant Location	Agreement Expiry Date
Allan, Saskatchewan	April 30, 2011
Cory, Saskatchewan	April 30, 2011
Patience Lake, Saskatchewan	April 30, 2011
Lanigan, Saskatchewan	January 31, 2012
Rocanville, Saskatchewan	May 31, 2012
Cincinnati, Ohio	November 1, 2015
Lima, Ohio	October 1, 2012
White Springs, Florida	December 2, 2013

On December 1, 2010, employees at Cassidy Lake decertified and are no longer represented by the United Steelworkers union. At Esterhazy, the collective bargaining agreement between Mosaic and the union representing its employees expires January 31, 2013.

We believe our relations with our employees to be good.

Royalties and Certain Taxes

Saskatchewan potash production is taxed at the provincial level under The Mineral Taxation Act, 1983 (Saskatchewan). This tax consists of a base payment and a profit tax (“Potash Production Tax”). No Potash Production Tax was paid in 2010. As a resource corporation in the Province of Saskatchewan, we are also subject to a resource surcharge that is a percentage of the value of our resource sales (as defined in The Corporation Capital Tax Act of Saskatchewan). In 2010, the total resource surcharge paid was $74.6 million.

In addition to the Potash Production Tax and resource surcharge, royalties, taxes and rental fees are payable to the Provinces of Saskatchewan and New Brunswick, municipalities and others by potash producers in respect of potash sales, production or property in the Provinces of Saskatchewan and New Brunswick. These royalties, taxes and fees, which are included in cost of goods sold, were $97.9 million in 2010.

14  PotashCorp 2010 Annual Report on Form 10-K

For 2010, miscellaneous taxes paid (not included above) totaled $2.2 million. We do not make royalty payments in connection with our phosphate and nitrogen operations.

Income Taxes

PCS and certain subsidiaries are subject to federal and provincial income taxes in Canada. Our subsidiaries that operate in the United States are subject to US federal and state income taxes. Our nitrogen subsidiary operating in Trinidad is subject to Trinidadian taxes.

Income taxes increased due to higher income before taxes. The annual effective tax rate on ordinary earnings increased in 2010 due mainly to a greater proportion of earnings, particularly in Canada, being subject to tax within higher tax jurisdictions.

The effective tax rate including discrete items for 2010 was 26% compared to 7% in 2009. Total discrete tax adjustments that impacted the rates were $55.1 million (2009 — $(141.5) million). Significant items recorded included the following:

•  In 2010, a current tax expense of $81.4 million and a future tax recovery of $45.7 million to adjust the 2009 income tax provision to the income tax returns filed during 2010;

•  In 2009, a future tax recovery of $119.2 million for a tax rate reduction resulting from an internal restructuring;

•  A current tax recovery of $47.6 million in 2009 that related to an increase in permanent deductions in the US from prior years; and

•  In 2009, a future tax expense of $24.4 million related to a functional currency election by the parent company for Canadian income tax purposes.

Environmental Matters

Our operations are subject to numerous environmental requirements under federal, provincial, state and local laws and regulations of Canada, US, Brazil and Trinidad and Tobago. These laws and regulations govern matters such as air emissions, wastewater discharges, land use and reclamation and solid and hazardous waste management. Many of these laws, regulations and permit requirements are becoming increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time.

The Safety, Health and Environment (“SHE”) committee of the Board of Directors measures the company’s safety, health, environmental and security performance against our management policies and procedures. The committee also monitors progress against our safety and environmental goals and targets, working closely with management to ensure that appropriate strategies and processes are in place to promote a culture that prioritizes safety and environmental responsibility.

Our operating expenses, other than those associated with asset retirement obligations, relating to compliance with environmental laws and regulations governing ongoing operations were approximately $133.7 million for the year ended December 31, 2010, as compared to $129.6 million and $123.3 million for the years ending December 31, 2009 and December 31, 2008, respectively.

We routinely undertake environmental capital projects. In 2010, capital expenditures of $59.7 million (2009 — $108.8 million) were incurred to meet pollution prevention and control objectives and $1.4 million (2009 — $1.3 million) were incurred to meet other environmental objectives. Future capital expenditures are subject to a number of uncertainties, including changes to environmental regulations and interpretations, and enforcement initiatives. While we currently anticipate that our operating and capital expenditures related to environmental regulatory matters in 2011 will not differ materially from amounts expended in the past two years, at this time we are unable to estimate the capital expenditures we may make in subsequent years to meet pollution prevention and control objectives and other environmental objectives.

Environmental Requirements, Permits and Regulatory Approvals

Many of our operations and facilities are required to operate in compliance with a range of regulatory requirements, permits and approvals. Such permits and approvals typically have to be renewed or reissued periodically. We may also become subject to new laws or regulations that impose new requirements or require us to obtain new or additional permits or approvals. We believe that we are currently in material compliance with existing regulatory programs, permits and approvals. However, there can be no assurance that such permits or approvals will issue in the ordinary course. Further, the terms and conditions of future regulations, permits and approvals may be more stringent and may require increased expenditures on our part.

Air Emissions. With respect to air emissions, we anticipate that additional actions and expenditures may be required to meet increasingly stringent US federal and state regulatory and permit requirements, including existing and anticipated regulations under the federal Clean Air Act. The US Environmental Protection Agency (“USEPA”) has issued a number of regulations establishing requirements to reduce air pollutant emissions. We continue to monitor developments in these various programs and to assess their potential impact on our operations.

Climate Change. We have determined that we will pursue a greenhouse gas mitigation strategy because climate change is of increasing concern to governments, elected officials, non-governmental organizations, community leaders and the general public. Increasing regulation of greenhouse gases could impact our operations by requiring changes to our production processes or

PotashCorp 2010 Annual Report on Form 10-K  15

increasing raw material, energy, production or transportation costs. We have assembled a multidisciplinary task force to assess the objectives of such a strategy along with the revenue opportunities and the corporate costs of doing so.

A source of greenhouse gases from our operations is process emissions from some of our nitric acid plants. In addition, the use of natural gas at our mines and as a feedstock in our ammonia production results in greenhouse gas emissions. The use of electricity and the transportation of materials associated with our operations are indirect sources of greenhouse gases.

The Company has set a goal of reducing greenhouse gas emissions by ten percent per ton of product produced by 2012 compared to 2007. As part of meeting that goal, greenhouse gas emission monitoring equipment has been installed at two of our nitric acid plants. Although the Company is on track to achieve this goal, further reduction efforts are complicated by the lack of comprehensive greenhouse gas legislation in the US, where most of the Company’s greenhouse gas emissions occur.

In 2002, the Canadian government ratified the Kyoto Protocol, which calls for Canada to reduce its emissions of “greenhouse gases” to 94% of its 1990 emissions by 2012. The Kyoto Protocol became effective on February 16, 2005. It is uncertain if the Canadian government will issue final rules to implement the Kyoto Protocol. Trinidad and Tobago has also ratified the Kyoto Protocol. Our operations there would not be immediately impacted by the implementation of the treaty as this is a developing country, which does not have any specific emission reduction requirements. The United States has not ratified the Kyoto Protocol. At the end of 2009, an international conference to develop a successor to the Kyoto Protocol issued a document known as the Copenhagen Accord. Pursuant to the Copenhagen Accord, the United States and Canada each submitted a greenhouse gas emission reduction target of 17% compared to 2005 levels. The ultimate impact of the accord on our activities is unclear at this time. We continue to monitor the international efforts to address climate change. Their effect on our operations cannot be determined with any certainty at this time.

The countries where we operate are considering, and in some cases have adopted, their own measures to address climate change independent of the Kyoto Protocol and other international efforts. In May 2009, the Canadian government announced that its new industrial greenhouse gas emissions policies will be coordinated with policies that may be implemented in the US. The Province of Saskatchewan is considering the adoption of greenhouse gas emission control requirements. Regulations pursuant to the Management and Reduction of Greenhouse Gases Act in Saskatchewan, which impose a type of carbon tax to achieve a goal of a 20 percent reduction in greenhouse gas emissions by 2020 compared to 2006 levels, may become effective in 2011. There is no certainty as to the scope or timing of any final, effective provincial requirements.

In July 2009, the Canadian government adopted rules requiring the reporting of specified greenhouse gas emissions from sources that emit more than 50,000 tons of carbon dioxide equivalents. In September 2009, the USEPA promulgated rules requiring the reporting of greenhouse gas emissions for all fuel combustion sources emitting more than 25,000 tons of carbon dioxide equivalents and certain other listed sources. The Company does not believe that compliance with these emission reporting regulations will have a material adverse effect on its consolidated financial position.

Although US Congress has not passed any greenhouse gas emission control laws, USEPA has adopted several rules to control greenhouse gas emissions using authority under existing environmental laws. On January 2, 2011, USEPA began phasing in requirements for all “stationary sources”, such as the Company’s plants, to obtain permits incorporating the “best available control technology” for greenhouse gas emissions at a source if it is a new source that could emit 100,000 tons of greenhouse gases per year or if it is a modified source that increases such emissions by 75,000 tons per year. The Company is not currently aware of any projects at its facilities that would be subject to these requirements. The Company is monitoring these developments, and, except as indicated above, their effect on its operations cannot be determined with certainty at this time.

USEPA Phosphate Initiative. The USEPA has an ongoing initiative to evaluate implementation within the phosphate industry of a particular exemption for mineral processing wastes under the hazardous waste program. In connection with this industry-wide initiative, the USEPA conducted inspections at numerous phosphate operations and notified the Company of various alleged violations of the US Resource Conservation and Recovery Act (“RCRA”) at its plants in Aurora, North Carolina; Geismar, Louisiana; and White Springs, Florida. The Company has entered into RCRA 3013 Administrative Orders on Consent and has performed certain site assessment activities at all three plants. The Company is uncertain if any resolution will be possible without litigation, or, if litigation occurs, what the outcome would be. At this time, the Company is unable to evaluate the extent of any exposure that it may have in these matters.

USEPA Clean Air Act Initiative. The USEPA also has begun an initiative to evaluate compliance with the Clean Air Act at sulfuric and nitric acid plants. In connection with this industry-wide initiative, the USEPA has sent requests for information to numerous facilities, including the Company’s plants in Augusta, Georgia; Aurora, North Carolina; Geismar, Louisiana; Lima, Ohio; and White Springs, Florida. The USEPA has notified the Company of various alleged violations of the Clean Air Act at its Geismar, Louisiana plant. The government has demanded process changes and

16  PotashCorp 2010 Annual Report on Form 10-K

penalties that would cost a total of approximately $27.0 million, but the Company denies that it has any liability for the Geismar, Louisiana matter. Although the Company is proceeding with planning and permitting for the process changes demanded by the government, the Company is uncertain if any resolution will be possible without litigation, or, if litigation occurs, what the outcome would be. In July 2010, without alleging any specific violation of the Clean Air Act, the USEPA requested that the Company meet and demonstrate compliance with the Clean Air Act for specified projects undertaken at the White Springs, Florida sulfuric acid plants. The Company participated in such meeting but, at this time, is unable to evaluate if it has any exposure.

Aurora Facility Permits. Significant portions of the Company’s phosphate reserves in Aurora, North Carolina are located in wetlands. Under the Clean Water Act, the Company must obtain a permit from the Corps before mining in the wetlands. On January 15, 2009, the Division of Water Quality of the North Carolina Department of Natural Resources issued a certification under Section 401 of the Clean Water Act that mining of phosphate in excess of thirty years from lands owned or controlled by the Company, including some wetlands, would not degrade water quality. Thereafter, on June 10, 2009, the Corps issued the Company a permit that will allow the Company to mine the phosphate deposits identified in the Section 401 certification. USEPA decided not to seek additional review of the permit. On March 12, 2009, four environmental organizations (Pamlico-Tar River Foundation, North Carolina Coastal Federation, Environmental Defense Fund and Sierra Club) filed a Petition for a Contested Case Hearing before the North Carolina Office of Administrative Hearings (“OAH”) challenging the Section 401 certification. The Company has intervened in this proceeding. Cross-motions for summary judgment by the Petitioners and the Company have been filed, briefed and argued. The OAH has not issued a decision on them. At this time, the Company is unable to evaluate the extent of any exposure it may have in this matter.

Florida Nutrient Rules for Water Quality. On December 6, 2010, USEPA issued a final rule to restrict nutrient concentrations in surface waters in Florida to levels below those currently permitted at the Company’s White Springs, Florida plant. The revised nutrient criteria will become part of Florida’s water quality standards on March 6, 2012. Projected capital costs resulting from the rule could be in excess of $100.0 million for the Company’s White Springs, Florida plant, and there is no guarantee that controls can be implemented that are capable of achieving compliance with the revised nutrient standards under all flow conditions. This estimate assumes that the rule survives court challenges and that none of the site specific mechanisms for relief from the revised nutrient criteria are available to the White Springs, Florida plant. Various judicial challenges to the rule have been filed, including one lawsuit by The Fertilizer Institute and White Springs. The prospects for a rule to be implemented as issued by USEPA and the availability of the site specific mechanisms are uncertain.

Asset Retirement Obligations

We have recorded in the accompanying consolidated financial statements an asset retirement obligation for the costs associated with the retirement of our long-lived assets when a legal liability to retire such assets exists. This includes obligations incurred as a result of acquisition, construction or normal operation of these assets. The major categories of asset retirement obligations include reclamation and restoration costs at our potash and phosphate mining operations (most particularly phosphate mining), including the management of materials generated by mining and mineral processing, such as various mine tailings and gypsum; land reclamation and revegetation programs; decommissioning of underground and surface operating facilities; general clean-up activities aimed at returning the areas to an environmentally acceptable condition; and post-closure care and maintenance. See Note 15 of the Company’s consolidated financial statements in the 2010 Financial Review for further discussion of the treatment of asset retirement obligations.

The estimation of asset retirement obligation costs depends on the development of environmentally acceptable closure and post-closure plans, which, in some cases, may require significant research and development to identify preferred methods for such plans which are economically sound and which, in most cases, may not be implemented for several decades. We have continued to utilize appropriate technical resources, including outside consultants, to develop specific site closure and post-closure plans in accordance with the requirements of the various jurisdictions in which we operate. Our asset retirement obligations include reclamation costs related to the gypsum stack capping, closure and post-closure operating and maintenance requirements applicable to our phosphate facilities. The asset retirement obligations are generally incurred over an extended period of time. At December 31, 2010, we had accrued a total of $331.5 million for asset retirement obligations. The current portion totaled $17.2 million.

The environmental regulations of the Province of Saskatchewan require each potash mine to have decommissioning and reclamation plans. Financial assurances for these plans must be established within one year following their approval by the responsible provincial minister. The Minister of the Environment for Saskatchewan (“MOE”) has approved the plans submitted by the Company. The Company had previously provided a CDN$2.0 million irrevocable letter of credit and in the second quarter of 2010 finalized all matters regarding the financial assurances for the 2006 review, including the payment of CDN$2.8 million into the agreed upon trust fund. Under the regulations, the decommissioning and reclamation plans and financial assurances are to be reviewed at

PotashCorp 2010 Annual Report on Form 10-K  17

least once every five years, or sooner as required by the MOE. The next scheduled review for the decommissioning and reclamation plans and financial assurances is in 2011 and discussions regarding these financial assurances have commenced. The MOE has indicated that it is seeking an increase of the amount paid into the trust fund by the Company. Based on current information, the Company does not believe that its financial assurance requirements or future obligations with respect to this matter are reasonably likely to have a material impact on its consolidated financial position or results of operations.

Site Assessment and Remediation

We are also subject to environmental statutes that address investigation and, where necessary, remediation of contaminated properties. The US Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) and other US federal and state laws impose liability on, among others, past and present owners and operators of properties or facilities at which hazardous substances have been released into the environment and persons who arrange for disposal of hazardous substances that are released into the environment. Liability under these laws may be imposed jointly and severally and without regard to fault or the legality of the original actions, although such liability may be divided or allocated according to various equitable and other factors. We have incurred and expect to continue to incur costs and liabilities because of our current and former operations, including those of divested and acquired businesses. We have generated and, with respect to our current operations, continue to generate substances that could result in liability for us under these laws.

We have accrued $25.0 million for costs associated with site assessment and remediation, including consulting fees, related to the clean-up of contaminated sites currently or formerly associated with the Company or its predecessors’ businesses. The current portion of these costs totaled $9.4 million. The accrued amounts include the Company’s or its subsidiaries’ expected final share of the costs for the site assessment and remediation matters, including matters described below to the extent the incurrence of the costs is reasonably probable and reasonably estimable.

Lakeland, Florida Location. The Company, along with other parties, has been notified by USEPA of potential liability under CERCLA with respect to certain soil and groundwater conditions at a site in Lakeland, Florida, which includes a former PCS Joint Venture fertilizer blending facility and certain surrounding properties. A Record of Decision (“ROD”) was issued on September 27, 2007 and provides for a remedy that requires excavation of impacted soils and interim treatment of groundwater. The total remedy cost is estimated in the ROD to be $8.5 million. In September 2010, the USEPA approved the Remedial Design Report to address the soil contamination, and the work to implement it is expected to begin in 2011. Although PCS Joint Venture sold the Lakeland property in July 2006, PCS Joint Venture has retained the above-described remediation responsibilities and has indemnified the third-party purchaser for the costs of remediation and certain related claims.

Planters Property. The USEPA has identified PCS Nitrogen, Inc. (“PCS Nitrogen”) as a potentially responsible party with respect to a former fertilizer blending operation in Charleston, South Carolina, known as the Planters Property or Columbia Nitrogen site, formerly owned by a company from which PCS Nitrogen acquired certain other assets. The USEPA has requested reimbursement of approximately $3.0 million of previously incurred response costs and the performance or financing of future site investigation and response activities from PCS Nitrogen and other named potentially responsible parties. In September 2005, Ashley II of Charleston, L.L.C., the current owner of the Planters Property, filed a complaint in the United States District Court for the District of South Carolina seeking a declaratory judgment that PCS Nitrogen is liable to pay environmental response costs that Ashley II of Charleston, L.L.C. alleges it has incurred and will incur in connection with response activities at the site. After the Phase II trial, the district court allocated 30 percent of the liability for response costs at the site to PCS Nitrogen, as well as a proportional share of any costs that cannot be recovered from another responsible party. PCS Nitrogen has filed a motion for amendment of this decision. If that request is denied, the decision may be appealed, along with a previous decision imposing successor liability on PCS Nitrogen. The ultimate amount of liability for PCS Nitrogen, if any, depends upon the amount needed for remedial activities, the ability of other parties to pay, and on the availability of insurance.

Ward Superfund Site. PCS Phosphate Company, Inc. (“PCS Phosphate”) has agreed to participate, on a non-joint and several basis, with parties to an Administrative Settlement Agreement with the USEPA (“Settling Parties”) in the performance of a removal action and the payment of certain other costs associated with PCB soil contamination at the Ward Superfund Site in Raleigh, North Carolina (“Site”), including reimbursement of the USEPA’s past costs. The removal activities commenced at the Site in August 2007. The cost of performing the removal action at the Site is estimated at $73.0 million. The Settling Parties have initiated CERCLA cost recovery litigation against PCS Phosphate and more than 100 other entities. PCS Phosphate filed crossclaims and counterclaims seeking cost recovery. In addition to the removal action at the Site, investigation of sediments downstream of the Site in what is called “Operable Unit 1” has occurred. In September 2008, the USEPA issued a final remedy for Operable Unit 1, with an estimated cost of $6.1 million. In response to a special notice letter from the USEPA, PCS Phosphate and the Settling Parties made a good-faith offer to perform and/or pay for certain actions described in the special notice letter. At this time, the Company is unable to

18  PotashCorp 2010 Annual Report on Form 10-K

evaluate the extent of any exposure that it may have for the matters addressed in the special notice letter.

Augusta, Georgia Location. Pursuant to the 1996 Corrective Action Consent Order (the “Order”) executed between PCS Nitrogen Fertilizer, L.P., formerly known as Arcadian Fertilizer, L.P. (“PCS Nitrogen Fertilizer”) and Georgia Department of Natural Resources, Environmental Protection Division (“GEPD”) in conjunction with PCS Nitrogen Fertilizer’s purchase of real property located in Augusta, Georgia, PCS Nitrogen Fertilizer agreed to perform certain activities including a facility investigation and, if necessary, a corrective action. PCS Nitrogen Fertilizer has performed investigations of environmental site conditions and has documented its findings in several reports submitted to GEPD. PCS Nitrogen Fertilizer received written comments from GEPD and, to address certain of these comments, PCS Nitrogen Fertilizer is conducting additional groundwater investigation. PCS Nitrogen Fertilizer also has conducted a pilot study to evaluate the viability of in-situ bioremediation of groundwater at the site. In May 2009, PCS Nitrogen Fertilizer submitted a Corrective Action Plan (“CAP”) to GEPD proposing to utilize in-situ bioremediation of groundwater at the site. It is uncertain what effect, if any, the additional groundwater investigation will have on the proposed CAP.

White Springs Sinkhole. In December 2009, during a routine inspection of a gypsum stack at the White Springs, Florida facility, a sinkhole was discovered that resulted in the loss of approximately 84 million gallons of water from the stack. The Company is sampling production and monitoring wells on its property and drinking water wells on neighboring property to assess impacts. The Company incurred costs of $6.2 million to address the sinkhole between the time of discovery and the end of 2010. The Florida Department of Environmental Protection (“FDEP”) issued a notice to the Company stating that the release may constitute an unauthorized discharge. In December 2010, the Company entered into a consent order with FDEP pursuant to which the Company agreed to, among other things, remediate the sinkhole and perform additional monitoring of the groundwater quality and hydrogeologic conditions related to the sinkhole collapse. The Company also entered into an order on consent with the USEPA that requires the Company to complete a study of available feasible measures to reduce the possibility and impacts of any future sinkholes. In December 2010, the Company submitted to USEPA a study and a proposal to implement certain mitigation measures to meet the goals of the USEPA order on consent. Pending the USEPA review of the proposal, the Company is unable at this time to estimate with certainty the total costs that may be incurred to address this matter. The impact of the actions required by the USEPA consent order on the asset retirement obligation for the White Springs gypsum stacks also cannot be determined with certainty at this time. The Company will review the asset retirement obligation for the White Springs gypsum stacks to reflect actions required by the USEPA consent order after USEPA approves a plan pursuant to the consent order and senior Company management and the Board of Directors give authorization to proceed with the approved plan.

The Company is also engaged in ongoing site assessment and/or remediation activities at a number of other facilities and sites. Based on current information, it does not believe that its future obligations with respect to these facilities and sites are reasonably likely to have a material adverse effect on its consolidated financial position or results of operations. However, it is often difficult to estimate and predict the potential costs and liabilities associated with these programs, and there is no guarantee that we will not in the future be identified as potentially responsible for additional costs under these programs, either as a result of changes in existing laws and regulations or as a result of the identification of additional matters or properties covered by these programs.

Facility and Product Security

Through our Safety, Health and Environment department, we regularly evaluate and address actual and potential security issues and requirements associated with our operations in the United States and elsewhere using approved security vulnerability methodologies. Additional actions and expenditures may be required in the future. In the United States, chemical facilities are regulated under the Maritime Transportation Security Act and the Chemical Facility Anti-Terrorism Standards. It is anticipated that Congress will continue to consider federal legislation designed to reduce the risk of any future terrorist acts at industrial facilities. We believe that we are in material compliance with applicable security requirements, and we also have adopted security measures and enhancements beyond those presently required. To date, neither the security regulations nor our expenditures on security matters have had a material adverse effect on our financial position or results of operations. We are unable to predict the potential future costs to us of any new governmental programs or voluntary initiatives.

PotashCorp 2010 Annual Report on Form 10-K  19

Our Executive Officers

The name, age, period of service with the Company and position held for each of our executive officers as at February 22, 2011 is as follows:

			Served
Name	Age		Since		Position Held
William J. Doyle		60		1987	President and Chief Executive Officer
Wayne R. Brownlee		58		1988	Executive Vice President, Treasurer and Chief Financial Officer
G. David Delaney		50		1997	Executive Vice President and Chief Operating Officer
Robert A. Jaspar		52		1997	Senior Vice President, Information Technology
Joseph A. Podwika		48		1997	Senior Vice President, General Counsel and Secretary
Stephen F. Dowdle		60		1999	President, PCS Sales
Garth W. Moore		62		1982	President, PCS Potash
Thomas J. Regan, Jr.(1)		66		1995	President, PCS Phosphate and PCS Nitrogen
Daphne J. Arnason		55		1988	Vice President, Internal Audit
Karen G. Chasez(2)		57		2000	Vice President, Procurement
John R. Hunt(3)		52		1997	Vice President, Safety, Health and Environment
Lee M. Knafelc		43		1998	Vice President, Human Resources and Administration
Denis A. Sirois		55		1978	Vice President and Corporate Controller
Denita C. Stann		42		2006	Vice President, Investor and Public Relations

(1)	Mr. Regan is retiring effective March 1, 2011. Brent Heimann has been appointed to succeed Mr. Regan as President, PCS Phosphate and PCS Nitrogen.
(2)	Ms. Chasez is retiring effective March 1, 2011. Darryl Stann has been appointed to succeed Ms. Chasez as Vice President, Procurement.
(3)	Mr. Hunt is leaving the employment of the Company April 1, 2011. Mark Fracchia has been appointed to succeed Mr. Hunt as Vice President, Safety, Health and Environment.

Each of the officers have held the position indicated above for the previous five years except as follows:

Name	Dates of Service	Position Held
G. David Delaney	March 2000 — July 2010	President, PCS Sales
Stephen F. Dowdle	December 2005 — July 2010	Senior Vice President, Fertilizer Sales, PCS Sales
Thomas J. Regan, Jr.	August 1999 — January 2007	President, PCS Phosphate
Lee M. Knafelc	April 2004 — August 2007	Director, Industrial Relations & People Development
	September 2007 — December 2010	Senior Director, Human Resources
Denita C. Stann	September 2006 — December 2006	Manager, Sustainability
	January 2007 — December 2008	Director, Investor Relations
	January 2009 — December 2010	Senior Director, Investor Relations

Presentation of Financial Information

We have three principal business segments: potash, phosphate and nitrogen. For information with respect to the sales, gross margin and assets attributable to each segment and to our North American and offshore sales, see Note 18, Segment Information, to our consolidated financial statements as of December 31, 2010 and 2009 and for each of the years in the three-year period ended December 31, 2010, incorporated by reference under Item 8 of this Form 10-K.

We present our consolidated financial statements in accordance with accounting principles generally accepted in Canada, or Canadian GAAP. See Note 31, Reconciliation of Canadian and United States Generally Accepted Accounting Principles, to our 2010 consolidated financial statements, incorporated by reference under Item 8 of this Form 10-K, for a discussion of certain significant differences between Canadian GAAP and accounting principles generally accepted in the United States, or US GAAP, as they relate to us.

Unless otherwise specified, financial information is presented in US dollars.

Where You Can Find More Information

We file annual, quarterly and current reports and other information with the Securities and Exchange Commission (the “Commission”). You may read and copy any of the information on file with the Commission at the Commission’s Public Reference Room, 100 F Street, NE, Room 1580, Washington, DC 20549. Please call the Commission at 1-800-SEC-0330 for further information on the

20  PotashCorp 2010 Annual Report on Form 10-K

public reference room. In addition, the Commission maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file, as we do, electronically with the Commission.

We make available, free of charge through our website, http://www.potashcorp.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as is reasonably practicable after such material is electronically filed with or furnished to the Commission. We also make available, free of charge, through our website, our filings with Canadian securities regulatory authorities as soon as reasonably practicable after such material is electronically filed with the Canadian securities regulatory authorities. The Canadian securities regulatory authorities maintain a website (www.sedar.com) that contains our filings with the Canadian securities regulatory authorities. The information on our website is not incorporated by reference into this annual report on Form 10-K.

Item 1A. Risk Factors

Our performance and future operations are affected by a wide range of risk factors. Any or all of these risks could have a material adverse effect on our business, financial condition, results of operations and cash flows and on the market price of our common shares. We use our integrated Risk Management Framework to identify risks across all segments of the Company, evaluate those risks, and implement strategies designed to mitigate those risks. This process is further described under “Risk Management” on pages 45 and 46 in our 2010 Financial Review, attached as Exhibit 13, incorporated herein by reference. See “Forward-Looking Statements” earlier in this report.

The Company implements strategies to mitigate risks, including the risks identified in this section. A discussion of the Company’s strategies to mitigate certain risks is included in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2010 Financial Review, attached as Exhibit 13, on pages 19 through 25 for potash, 29 through 31 for phosphate and 35 through 37 for nitrogen.

Set forth below are the most significant risks and uncertainties that affect the Company and its businesses:

Global demand for our products that differs from expectations could adversely affect the results of future operations.

The Company has taken major steps to prepare for an anticipated increase in potash demand in future years. The Company is undertaking several key expansion and debottlenecking projects at significant capital cost to substantially increase its potash production capability. These projects are expected to come on stream incrementally over the next several years.

We estimate the future level of demand for our products and attempt to meet growing demand. Accurate estimates allow us to prevent surplus inventory and missed sales opportunities. However, inaccurate estimates can lead to unanticipated costs and decreased profits. If our estimates of future potash demand prove to be overstated, we could experience a lower return on investment due to lower profits.

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

Generally, fertilizer products are bulk commodities characterized by minimal product differentiation within product categories. Consequently, the market for fertilizer is subject to competitive pricing pressures and cyclicality. An increase in the competitive supply of fertilizer that outpaces the growth in world consumption generally leads to price reductions; whereas, a supply shortage can increase prices as customers compete for available product. As in many commodity businesses, during cycles of lower prices, there tends to be less investment in capacity expansion, while periods of higher prices typically have new supply projects and increased production.

Commodity price cyclicality varies from industry to industry. The nitrogen industry, for example, is characterized by many producers around the world, lower capital costs of entry and short construction times. Not surprisingly, nitrogen is prone to substantial price volatility. In contrast, quality potash deposits are rare; capital costs are very high; and based on our experience we believe that greenfield projects take at least 7 years to develop. As a result, potash prices are less volatile than nitrogen prices.

We rely heavily upon railcars, ocean freightliners, warehouse and port storage facilities to transport and distribute product to our customers.

Transportation is a significant part of the cost of our products to customers and some of our customers require just-in-time delivery. Accessing affordable and dependable transportation is important in allowing us to supply customers near our operating facilities and customers around the world. Labor disputes, derailments, adverse weather or other environmental events, short term swings in demand for potash and changes to rail or ocean freight systems could interrupt or limit available transport services, which could result in customer dissatisfaction, loss of sales potential and could negatively affect our financial performance.

Strong shipping demand for grain and other products affects railcar availability for fertilizer products. A shortage of railcars for carrying product and increased delivery time in North America may result in inability to deliver on a timely basis, customer dissatisfaction, loss of sales and higher transportation costs. Delays and missed

PotashCorp 2010 Annual Report on Form 10-K  21

shipments relying on ocean freight could result in customer dissatisfaction and loss of potential sales and could negatively affect our financial performance.

As discussed below, the recent global financial crisis could affect our ability to access transport services as and when required because of the potential impact on the businesses of these transport service providers.

The Company is subject to risks associated with international operations.

The Company has operations and investments in countries outside of Canada and the United States. Historically, these countries have had less stable political environments. We have a nitrogen production facility in Trinidad. In addition, we have significant investments in entities located in Chile, Jordan, China and Israel. Additionally, potash from our Saskatchewan operations for sale outside Canada and the United States is sold exclusively to Canpotex, which is an export marketing and sales company. A significant portion of Canpotex sales are to China, Brazil, India, Indonesia, Malaysia and Japan.

Global expansion opportunities with the lowest cost and the highest synergies are sometimes located in politically sensitive regions. Inherent business risks within Canada and the United States also exist in foreign countries and may be exaggerated by differences in culture, laws and regulations. Political and economic conditions, foreign trade policies, fiscal policies, laws, regulations and other activities of foreign governments may affect development and performance of our operations and investments. Our operations and investments may be affected by abrupt political change, forced divestiture, selective discrimination, inconvertibility of funds, armed conflict, terrorist activity and unexpected changes in regulatory requirements, social, political, labor and economic conditions.

Water inflows in our potash mines, or potash mines in which we have an interest, could result in increased costs and could lead to the abandonment of a mine, either of which could adversely affect the results of our operations.

The presence of water-bearing strata in many underground mines poses the risk of water inflows. It is sometimes difficult to predict if or when water inflow will occur at our mines or mines in which we have an interest. We currently manage water inflows at our New Brunswick mine. Ongoing water inflows are being managed at the Esterhazy mine, in which we have an interest in the mineral rights. Additional water inflows at these or other mines could increase the costs required to operate such mines, increase the risk of personal injury and/or lead to the abandonment of a mine. The risk of underground water inflows, as with other underground risks, is not insurable.

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

We are subject to anti-trust laws in various countries throughout the world. We cannot predict how these laws or their interpretation, administration and enforcement will change over time. Changes in anti-trust laws globally, or the interpretation, administration or enforcement thereof, may limit our future acquisitions, or the operations of Canpotex and PhosChem.

Strikes or other forms of work stoppage or slowdown could disrupt our business and lead to increased costs.

Adverse labor relations or contract negotiations that do not result in an agreement could result in strikes, slowdowns or impose additional costs to resolve these disputes. These disruptions may negatively impact our ability to produce or sell our products.

Damage to our reputation could negatively affect our performance.

Reputation loss is a negative consequence resulting from events and can have a detrimental effect on our performance. Reputation loss extends throughout all risk categories and may result in loss of investor confidence, loss of customer confidence, poor community relations and a decline in employee productivity. Reputation loss could also interfere with our ability to execute our strategies.

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.

Intentional acts of destruction could hinder our sales or production and disrupt our supply chain. Facilities could be damaged leading to a reduction in our operational production capacity. Employees, contractors and the public could suffer substantial physical injury. The consequences of any such actions could damage our reputation, negatively affecting our sales and profits.

Increasing regulation of greenhouse gas emissions could impact our business.

Our production processes produce greenhouse gases. Various governmental authorities, including the US and Canada, are considering regulating greenhouse gas emissions more stringently. Such regulations could require the Company to incur increasing costs to meet new regulatory requirements. Further, increased regulation of greenhouse gases could increase our raw material, energy or transportation costs.

Other events may hurt our operating results.

The effects of the recent global financial crisis are difficult to accurately determine. As a result of this crisis, our relationships with

22  PotashCorp 2010 Annual Report on Form 10-K

customers and with external partners upon whom we rely may become less stable. Conditions in the credit markets could negatively affect the ability of our customers to pay or reduce their demand for our products. If our customers’ financial condition reduces demand for our products or our suppliers’ financial condition causes disruptions to our supply chain, our operating results may be negatively affected.

Other events may also affect our performance including unexpected or adverse weather conditions; price volatility associated with feedstocks, including natural gas and sulfur; other hedging activities; changes in capital markets and corresponding effects on our investments; changes in currencies and exchange rates; unexpected geological or environmental conditions; legal proceedings; changes in, and the effects of, government policy and regulation, including environmental regulations and greenhouse gas regulations and regulations and actions affecting our transportation and sale of natural gas; inherent risks in industrial operations, including inability to obtain insurance for underground operations; inappropriate handling and transportation of some of our products by customers or carriers; and future acquisitions by the Company.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Information concerning our properties is set forth under the “Properties” sections in Item 1.

Item 3. Legal Proceedings

Antitrust Litigation

Between September 11 and October 2, 2008, the Company and PCS Sales (USA), Inc. were named as defendants in eight very similar antitrust complaints filed in federal courts. Other potash producers are also defendants in these cases. Each of the separate complaints alleges conspiracy to fix potash prices, to divide markets, to restrict supply and to fraudulently conceal the conspiracy, all in violation of Section 1 of the Sherman Act.

Five of the eight complaints were brought by plaintiffs who claim to have purchased potash directly from at least one of the defendants during the period between July 1, 2003 and the present (collectively, the “Direct Purchaser Plaintiffs”). All five Direct Purchaser Plaintiffs purport to sue on behalf of a class of persons who purchased potash in the United States directly from a defendant. The Direct Purchaser Plaintiffs, who filed a single, consolidated amended complaint on November 13, 2008, seek unspecified treble damages, injunctive relief, attorneys’ fees, costs and pre- and post-judgment interest.

The other three complaints were brought by plaintiffs who claim to be indirect purchasers of potash (collectively, the “Indirect Purchaser Plaintiffs”). The Indirect Purchaser Plaintiffs, who purport to sue on behalf of all persons who purchased potash indirectly in the United States, filed a single, consolidated amended complaint on November 13, 2008. In addition to the Sherman Act claim described above, the Indirect Purchaser Plaintiffs also assert claims for violation of various state antitrust laws; violations of various state consumer protection statutes; and for unjust enrichment. The Indirect Purchaser Plaintiffs seek injunctive relief, unspecified damages, treble damages where allowed, costs, fees and pre- and post-judgment interest.

All eight lawsuits have been consolidated into a Multidistrict Litigation proceeding, or MDL (No. 1996), for coordinated pretrial proceedings before Judge Ruben Castillo in the United States District Court for the Northern District of Illinois. On June 15, 2009, PCS, along with other defendants, filed a motion to dismiss the Indirect Purchaser Plaintiffs’ amended consolidated complaint and a motion to dismiss the Direct Purchaser Plaintiffs amended consolidated complaint. On November 3, 2009, the District Court granted in part and denied in part the defendants’ motion to dismiss the Indirect Purchasers’ amended consolidated complaint. Specifically, the District Court dismissed the Indirect Purchasers Plaintiffs’ federal claim and all state law claims except those arising out of the state antitrust laws of Michigan and Kansas and the plaintiffs’ Iowa unjust enrichment claim. On that same day, the District Court denied, in its entirety, the defendants’ motion to dismiss the Direct Purchaser Plaintiffs’ amended consolidated complaint. The District Court certified the issues for interlocutory appeal and the US Court of Appeals for the Seventh Circuit accepted the defendants’ petition. The District Court has stayed all discovery in the case pending the appeal.

The Company and PCS Sales (USA), Inc. believe each of these eight private antitrust lawsuits is without merit and intend to defend them vigorously.

Mosaic Litigation

The Company, having been unable to agree with Mosaic Potash Esterhazy Limited Partnership (“Mosaic”) on the remaining amount of potash that the Company is entitled to receive from Mosaic pursuant to the mining and processing agreement in respect of the Company’s rights at the Esterhazy mine, issued a Statement of Claim in the Saskatchewan Court of Queen’s Bench (“Court”) against Mosaic on May 27, 2009 and the claim was amended on January 19, 2010. In the Amended Statement of Claim, the Company has asserted that it has the right under the mining and processing agreement to receive potash from Mosaic until at least 2012 and potentially much later, and seeks an order from the Court declaring the amount of potash which the Company has the right to receive. Mosaic, in its Statement of Defence, asserts that at a delivery rate of 1.24 million tons of product per year, the Company’s entitlement to receive potash under the mining and

PotashCorp 2010 Annual Report on Form 10-K  23

processing agreement would terminate by August 30, 2010. Mosaic has reported in its Form 10-Q for the quarterly period ending November 30, 2010, that it believes that at May 31, 2010 there were approximately 1.1 million tonnes of potash product due to the Company under the agreement.

In addition, at the time of filing its Statement of Defence, Mosaic commenced a counterclaim against the Company asserting that the Company has breached the mining and processing agreement due to its refusal to take delivery of potash product under the agreement based on an event of force majeure.

Mosaic has indicated that it may begin to temporarily suspend delivery of product. If that should occur, or should Mosaic suspend shipments prior to such date the Company believes it is entitled to receive product to, the Company intends to take all necessary steps to enforce its rights under the agreement, pending determination of the matters currently in issue before the Court.

The Company will continue to assert its position in these proceedings vigorously and it denies liability to Mosaic in connection with its counterclaim.

BHP Litigation

As previously disclosed, on September 22, 2010, PotashCorp filed a complaint against BHP Billiton Limited, BHP Billiton Plc, and BHP Billiton Development 2 (Canada) limited (collectively, “BHP”) in the United States District Court for the Northern District of Illinois asserting that BHP has violated the federal securities laws by disseminating false and misleading information and omitting material information from its Schedule TO and other documents in connection with BHP’s unsolicited offer to purchase all of PotashCorp’s issued and outstanding common shares (the “BHP Offer”). On October 28, 2010, PotashCorp filed a first amended complaint in the United States District Court for the Northern District of Illinois to provide further factual detail for the claims set forth in the original complaint. On November 4 and 8, 2010, the District Court held a hearing on PotashCorp’s motion for a preliminary injunction. On November 15, 2010, BHP withdrew the BHP Offer. PotashCorp filed a notice of voluntary dismissal on November 16, 2010, and the action was dismissed without prejudice.

Shareholder Litigation

As previously disclosed, on October 6 and 13, 2010, named plaintiffs filed substantially similar purported class action complaints in the United States District Court for the Northern District of Illinois, on behalf of themselves and all other shareholders of the Company against the Company and each of its directors. The complaints alleged, among other things, that the Company defendants violated Sections 14(d)(4) and 14(e) of the Securities Exchange Act of 1934 and Section 241 of the Canada Business Corporations Act. Pursuant to notices filed in the District Court on November 19, 2010, named plaintiffs voluntarily dismissed both lawsuits. On November 23, 2010, the District Court entered Orders dismissing both cases.

General

In the normal course of business, we are subject to legal proceedings being brought against us. While the final outcome of these proceedings is uncertain, we believe that these proceedings, in the aggregate, are not reasonably likely to have a material adverse effect on our financial position or results of operations.

Environmental Proceedings

For a description of certain environmental proceedings in which we are involved, see “Environmental Matters” under Item 1.

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

None.

24  PotashCorp 2010 Annual Report on Form 10-K

Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The information under “Common share prices and volumes”, “Ownership”, “Dividends” and “NYSE corporate governance” on page 142 and “11 Year Report” on page 79 in our 2010 Financial Review, attached as Exhibit 13, is incorporated herein by reference.

On January 26, 2011, the Board of Directors of the Company approved a three-for-one stock split of the Company’s outstanding common shares. The stock split was effected in the form of a stock dividend of two additional common shares for each share owned by shareholders of record at the close of business on February 16, 2011.

All equity-based benefit plans have been adjusted to reflect this and prior stock splits. In this annual report on Form 10-K, all share and per-share data has been adjusted to reflect the stock splits.

In each quarter of 2009 and 2010, the Company paid a cash dividend of $0.03 per common share, for a total of $0.13 for each year.

Dividends paid to US holders of our common shares, who do not use the shares in carrying on a business in Canada, are subject to a Canadian withholding tax under the Income Tax Act. Under the Canada-US Income Tax Convention (1980), the rate of withholding is generally reduced to 15%. Shareholders in the US who have not filed a W-9 are also subject to the back-up withholding tax (currently 28%). Subject to certain limitations, the Canadian withholding tax is treated as a foreign income tax that can generally be claimed as a deduction from income or as a credit against the US income tax liability of the holder. Holders are generally not subject to tax under the Income Tax Act with respect to any gain realized from a disposition of common shares.

The following table provides information about Company purchases of equity securities that are registered by the Company pursuant to Section 12 of the Securities Exchange Act of 1934 during the quarter ended December 31, 2010:

					(c) Total Number of		(d) Maximum Number
			(b) Average Price		Shares Purchased as Part		of Shares that May
	(a) Total Number of		Paid per		of Publicly Announced		Yet Be Purchased
Period	Shares Purchased		Share(1)		Programs(2)		Under the Programs
Oct. 1, 2010 — Oct. 31, 2010		n/a		n/a		n/a		n/a
Nov. 1, 2010 — Nov. 30, 2010		34,932,582		$47.22		34,932,582
Dec. 1, 2010 — Dec. 31, 2010		7,257,438		$47.40		42,190,020
Total		42,190,020		$47.40		42,190,020

(1)	Average price paid per share includes cash paid for commissions.
(2)	On November 16, 2010, the Company announced that its Board of Directors had approved a share repurchase program authorizing up to US$2 billion in repurchases of the Company’s outstanding common shares through a normal course issuer bid. Purchasing under the program was permitted from November 18, 2010 until November 17, 2011. The Company completed the repurchase program by December 31, 2010.

Item 6. Selected Financial Data

The information under “11 Year Report” on page 79 in our 2010 Financial Review, attached as Exhibit 13, is incorporated herein by reference. Such information has been presented on the basis of Canadian GAAP. These principles differ in certain significant respects from US GAAP. The following supplemental financial data is provided on the basis of reconciliations between Canadian and US GAAP.

US GAAP	2010			2009(1)		2008(1)		2007(1)		2006(1)
	(In millions of US dollars, except per-share amounts)
Net income		1,727.8			989.0		3,365.9		1,061.9		600.9
Net income per share — basic		1.95			1.12		3.65		1.12		0.64
Total assets		14,986.9			12,468.8		9,889.4		9,483.6		7,038.9
Long-term obligations		3,755.9	(2)		3,356.2		1,758.0		1,358.3		1,339.8

(1)	Corrected as described in Note 32 to the Company’s consolidated financial statements.
(2)	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.)

PotashCorp 2010 Annual Report on Form 10-K  25

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information under “Management’s Discussion & Analysis of Financial Condition and Results of Operations” on pages 8 through 79 and “Appendix” on pages 143 and 144 in our 2010 Financial Review, attached as Exhibit 13, is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The information under “Management’s Discussion & Analysis of Financial Condition and Results of Operations — Market Risks Associated With Financial Instruments” on page 60 and Note 25 to the Company’s consolidated financial statements on pages 115 through 120 in our 2010 Financial Review, attached as Exhibit 13, is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

The information under “Management’s Responsibility” and “Consolidated Financial Statements”, including the Reports of Independent Registered Chartered Accountants, contained on pages 83 through 141 and “Management’s Discussion & Analysis of Financial Condition and Results of Operations — Quarterly Results” on pages 52 and 53 in our 2010 Financial Review, attached as Exhibit 13, is incorporated herein by reference.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

As of December 31, 2010, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon that evaluation and as of December 31, 2010, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports the Company files and submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as and when required and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting during the year ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting. “Management’s report on internal control over financial reporting” and the “Report of Independent Registered Chartered Accountants” contained on pages 83 and 84 in our 2010 Financial Review, attached as Exhibit 13, are incorporated herein by reference.

Item 9B. Other Information

Mine Safety Practices

Safety is the Company’s top priority and we are committed to providing a healthy and safe work environment for our employees, contractors and all others at our sites to help meet our Company-wide goal of achieving no harm to people.

The operations at the Company’s Aurora, Weeping Water and White Springs facilities are subject to the Federal Mine Safety and Health Act of 1977, as amended by the Mine Improvement and New Emergency Response Act of 2006 (the “Act”), and the implementing regulations, which impose stringent health and safety standards on numerous aspects of mineral extraction and processing operations, including the training of personnel, operating procedures, operating equipment and other matters. Our Senior Safety Leadership Team is responsible for managing compliance with applicable government regulations, as well as implementing and overseeing the elements of our safety program as outlined in our Safety, Health and Environment Manual. The Weeping Water facility achieved a significant milestone on September 26, 2010, completing six years without a Lost Time Incident.

Section 1503 of Dodd-Frank Wall Street Reform and Consumer Protection Act: Reporting Requirements Regarding Coal or Other Mine Safety

Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires us to include certain safety information in the periodic reports we file with the United States Securities and Exchange Commission. The tables below present the following information for our Aurora, Weeping Water and White Springs facilities for the year ended December 31, 2010 and for the three months ended December 31, 2010:

26  PotashCorp 2010 Annual Report on Form 10-K

Year Ended December 31, 2010
		Aurora,			Weeping		White
		North			Water,		Springs,
		Carolina			Nebraska		Florida
(a)	the total number of alleged violations of mandatory health or safety standards that could significantly or substantially contribute to the cause and effect of a coal or other mine safety or health hazard under Section 104 of the Act for which a citation was received from the Mine Safety and Health Administration (“MSHA”);		5			2		9
(b)	the total number of orders issued under Section 104(b) of the Act;		0			0		0
(c)	the total number of citations received and orders issued under Section 104(d) of the Act for alleged unwarrantable failures of the Company to comply with mandatory health or safety standards;		0			0		0
(d)	the total number of alleged flagrant violations under Section 110(b)(2) of the Act;		0			0		0
(e)	the total number of imminent danger orders issued under Section 107(a) of the Act;		1			0		0
(f)	the total dollar value of proposed assessments from the MSHA under the Act;	$	39,246.00	(1)	$	263.00	$	9,227.00
(g)	the total number of mining-related fatalities; and		0			0		0
(h)	the total number of legal actions pending before the Federal Mine Safety and		1			1		3
	Health Review Commission as of December 31, 2010.

(1)    Of this amount, the Company has contested one proposed penalty of $33,400.

During the year ended December 31, 2010, the Company did not receive any written notice from the MSHA of (a) a pattern of violations of mandatory health or safety standards that are of such a nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards under Section 104(e) of the Act or (b) the potential to have such a pattern.

The table above does not include any citation, order or assessment that was both issued and vacated by the MSHA during the year ended December 31, 2010.

Three Months Ended December 31, 2010
		Aurora,		Weeping		White
		North		Water,		Springs,
		Carolina		Nebraska		Florida
(a)	the total number of alleged violations of mandatory health or safety standards that could significantly or substantially contribute to the cause and effect of a coal or other mine safety or health hazard under Section 104 of the Act for which a citation was received from the MSHA;		0		1		0
(b)	the total number of orders issued under Section 104(b) of the Act;		0		0		0
(c)	the total number of citations received and orders issued under Section 104(d) of the Act for alleged unwarrantable failures of the Company to comply with mandatory health or safety standards;		0		0		0
(d)	the total number of alleged flagrant violations under Section 110(b)(2) of the Act;		0		0		0
(e)	the total number of imminent danger orders issued under Section 107(a) of the Act;		0		0		0
(f)	the total dollar value of proposed assessments from the MSHA under the Act;	$	1,550.00	$	0.00	$	3,757.00
(g)	the total number of mining-related fatalities; and		0		0		0
(h)	the total number of legal actions pending before the Federal Mine Safety and Health Review Commission as of December 31, 2010.		1		1		3

During the three months ended December 31, 2010, the Company did not receive any written notice from the MSHA of (a) a pattern of violations of mandatory health or safety standards that are of such a nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards under Section 104(e) of the Act or (b) the potential to have such a pattern.

The table above does not include any citation, order or assessment that was both issued and vacated by the MSHA during the three months ended December 31, 2010.

PotashCorp 2010 Annual Report on Form 10-K  27

Part III

Item 10. Directors, Executive Officers and Corporate Governance

The information under “Board of Directors — Nominees for Election to the Board of Directors”, the first eight paragraphs under “Appointment of Auditors and Report of Audit Committee — Report of the Audit Committee” and Appendix F in our 2011 Proxy Circular, attached as Exhibit 99(a), is incorporated herein by reference. Information concerning executive officers is set forth under “Our Executive Officers” in Part I of this Annual Report on Form 10-K.

We have adopted the “PotashCorp Core Values and Code of Conduct” that applies to all of our directors, officers and employees. We make this code, as well as our corporate governance principles and the respective Charters of our Corporate Governance and Nominating, Audit and Compensation Committees, available free of charge on our website, http://www.potashcorp.com, or by request. We intend to disclose certain amendments to the “PotashCorp Core Values and Code of Conduct,” or any waivers of the “PotashCorp Core Values and Code of Conduct” granted to executive officers and directors, on our website within four business days following the date of such amendment or waiver.

Item 11. Executive Compensation

The information under “Board of Directors — Director Compensation,” “Compensation — Letter from and Report of the Compensation Committee,” “Compensation — Compensation Discussion and Analysis” and “Compensation — Executive Compensation” in our 2011 Proxy Circular, attached as Exhibit 99(a), is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information under “Ownership of Shares”, and the tables under “Board of Directors — “At Risk” Investment and Year Over Year Changes” and “Adoption of 2011 Performance Option Plan — Equity Compensation Plan Information” in our 2011 Proxy Circular, attached as Exhibit 99(a), is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information under “Board of Directors — Director Independence and Other Relationships” on pages 13 through 15 in our 2011 Proxy Circular, attached as Exhibit 99(a), is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

The information under “Appointment of Auditors and Report of Audit Committee — Appointment of Auditors” in our 2011 Proxy Circular, attached as Exhibit 99(a), is incorporated herein by reference.

28  PotashCorp 2010 Annual Report on Form 10-K

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

The consolidated financial statements contained on pages 83 through 141 in our 2010 Financial Review, attached as Exhibit 13, are incorporated under Item 8 by reference.

Reports of Independent Registered Chartered Accountants	84-85
Consolidated Statements of Financial Position	86
Consolidated Statements of Operations and Retained Earnings	87
Consolidated Statements of Cash Flow	88
Consolidated Statements of Comprehensive Income	89
Consolidated Statements of Accumulated Other Comprehensive Income	89
Notes to the Consolidated Financial Statements	90-141

2.  Schedules

Schedules not listed are omitted because the required information is inapplicable or is presented in the consolidated financial statements.

REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

To the Board of Directors and Shareholders of Potash Corporation of Saskatchewan Inc.

We have audited the consolidated financial statements of Potash Corporation of Saskatchewan Inc. and subsidiaries (the “Company”) as of December 31, 2010 and 2009, and for each of the three years in the period ended December 31, 2010, and the Company’s internal control over financial reporting as of December 31, 2010, and have issued our reports thereon, dated February 22, 2011; such consolidated financial statements and reports are included in your 2010 Financial Review Annual Report and are incorporated herein by reference. Our audits also included the consolidated financial statement schedule of the Company listed in Item 15. This consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

Independent Registered Chartered Accountants

Saskatoon, Canada

February 22, 2011

PotashCorp 2010 Annual Report on Form 10-K  29

Potash Corporation of Saskatchewan Inc.

Schedule II — Valuation and Qualifying Accounts
(in millions of US dollars)
(audited)

			Additions
	Balance at		Charged to
	Beginning of		Costs and				Balance at
Description	Year		Expenses		Deductions		End of Year
Allowance for doubtful trade accounts receivable
2010		8.4		0.1		0.3		8.2
2009		7.7		1.3		0.6		8.4
2008		5.9		5.0		3.2		7.7
Allowance for inventory valuation
2010		16.9		2.2		10.2		8.9
2009		97.3		4.9		85.3		16.9
2008		6.3		93.1		2.1		97.3
Allowance for deferred income tax assets
2010		37.5		4.3		0.8		41.0
2009		72.9		—		35.4		37.5
2008		10.4		64.5		2.0		72.9

3.  Exhibits

		Incorporated By Reference
Exhibit				Filing Date/Period		Exhibit Number
Number	Description of Document	Form		End Date		(if different)
3(a)	Articles of Continuance of the registrant dated May 15, 2002.		10-Q		6/30/2002
3(b)	Bylaws of the registrant effective May 15, 2002.		10-Q		6/30/2002
4(a)	Term Credit Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated September 25, 2001.		10-Q		9/30/2001
4(b)	Syndicated Term Credit Facility Amending Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated as of September 23, 2003.		10-Q		9/30/2003
4(c)	Syndicated Term Credit Facility Second Amending Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated as of September 21, 2004.		8-K		9/24/2004
4(d)	Syndicated Term Credit Facility Third Amending Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated as of September 20, 2005.		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
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	)

30  PotashCorp 2010 Annual Report on Form 10-K

		Incorporated By Reference
Exhibit				Filing Date/Period		Exhibit Number
Number	Description of Document	Form		End Date		(if different)
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		4
4(j)	Form of Note relating to the registrant’s offering of $250,000,000 principal amount of 4.875% Notes due March 1, 2013.		8-K		2/28/2003		4
4(k)	Form of Note relating to the registrant’s offering of $500,000,000 principal amount of 5.875% Notes due December 1, 2036.		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	)
4(q)	Shareholder Rights Plan Agreement, dated August 16, 2010, between the registrant and CIBC Mellon Trust Company, as Rights Agent.		8-K/A		8/23/2010		4.1
4(r)	Form of Note relating to the registrant’s offering of $500,000,000 principal amount of 3.25% Notes due December 1, 2017.		8-K		11/29/2010		4(a	)
4(s)	Form of Note relating to the registrant’s offering of $500,000,000 principal amount of 5.625% Notes due December 1, 2040.		8-K		11/29/2010		4(b	)

The registrant hereby undertakes to file with the Securities and Exchange Commission, upon request, copies of any constituent instruments defining the rights of holders of long-term debt of the registrant or its subsidiaries that have not been filed herewith because the amounts represented thereby are less than 10% of the total assets of the registrant and its subsidiaries on a consolidated basis.

		Incorporated By Reference
Exhibit			Filing Date/Period		Exhibit Number
Number	Description of Document	Form	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	)

PotashCorp 2010 Annual Report on Form 10-K  31

		Incorporated By Reference
Exhibit			Filing Date/Period		Exhibit Number
Number	Description of Document	Form	End Date		(if different)
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	)
10(m)	Short-Term Incentive Plan of the registrant effective January 1, 2000, as amended.	10-Q		9/30/2009
10(n)	Resolution and Forms of Agreement for Supplemental Executive 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 Executive 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 Executive Retirement Income Plan.	10-K		12/31/2008		10(r	)
10(r)	Amendment, dated December 29, 2010, to the amended and restated Supplemental Executive Retirement Income Plan.
10(s)	Form of Letter of amendment to existing supplemental income plan agreements of the registrant.	10-K		12/31/2002		10(cc	)
10(t)	Amended and restated agreement dated February 20, 2007, between the registrant and William J. Doyle concerning the Supplemental Executive Retirement Income Plan.	10-K		12/31/2006		10(s	)
10(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 Executive Retirement Income Plan.	10-K		12/31/2008		10(u	)
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 Executive Retirement Income Plan.	10-K		12/31/2008		10(v	)
10(w)	Amendment, dated February 23, 2009, to the amended and restated agreement, dated August 2, 1996, between the registrant and Wayne R. Brownlee concerning the Supplemental Executive Retirement Income Plan.	10-K		12/31/2008		10(w	)
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 Executive Retirement Income Plan.	10-K		12/31/2008		10(x	)

32  PotashCorp 2010 Annual Report on Form 10-K

		Incorporated By Reference
Exhibit			Filing Date/Period		Exhibit Number
Number	Description of Document	Form	End Date		(if different)
10(y)	Amendment, dated December 29, 2010, to the amended and restated agreement, dated February 20, 2007, between the registrant and William J. Doyle concerning the Supplemental Executive Retirement Income Plan.
10(z)	Amendment, dated December 29, 2010, to the amended and restated agreement, dated August 2, 1996, between the registrant and Wayne R. Brownlee concerning the Supplemental Executive Retirement Income Plan.
10(aa)	Amendment, dated December 29, 2010, to the amended and restated agreement, dated August 2, 1996, between the registrant and Garth W. Moore concerning the Supplemental Executive Retirement Income Plan.
10(bb)	Supplemental Retirement Benefits Plan for U.S. Executives dated effective January 1, 1999.	10-Q		6/30/2002		10(aa	)
10(cc)	Amendment No. 1, dated December 24, 2008, to the Supplemental Retirement Plan for U.S. Executives.	10-K		12/31/2008		10(z	)
10(dd)	Amendment No. 2, dated February 23, 2009, to the Supplemental Retirement Plan for U.S. Executives.	10-K		12/31/2008		10(aa	)
10(ee)	Forms of Agreement dated December 30, 1994, between the registrant and certain officers of the registrant.	10-K		12/31/1995		10(p	)
10(ff)	Amendment, dated December 31, 2010, to the Agreement, dated December 30, 1994 between the registrant and William J. Doyle.
10(gg)	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(hh)	Resolution and Form of Agreement of Indemnification dated January 24, 2001.	10-K		12/31/2000		10(ii	)
10(ii)	Resolution and Form of Agreement of Indemnification — July 21, 2004.	10-Q		6/30/2004		10(ii	)
10(jj)	Chief Executive Officer Medical and Dental Benefits.
10(kk)	Deferred Share Unit Plan for Non-Employee Directors, as amended.	10-Q		3/31/2008		10(bb	)
10(ll)	U.S. Participant Addendum No. 1 to the Deferred Share Unit Plan for Non-Employee Directors.	10-K		12/31/2008		10(jj	)
10(mm)	Potash Corporation of Saskatchewan Inc. 2005 Performance Option Plan and Form of Option Agreement, as amended.	10-K		12/31/2006		10(cc	)
10(nn)	Potash Corporation of Saskatchewan Inc. 2006 Performance Option Plan and Form of Option Agreement, as amended.	10-K		12/31/2006		10(dd	)
10(oo)	Potash Corporation of Saskatchewan Inc. 2007 Performance Option Plan and Form of Option Agreement.	10-Q		3/31/2007		10(ee	)
10(pp)	Potash Corporation of Saskatchewan Inc. 2008 Performance Option Plan and Form of Option Agreement.	10-Q		3/31/2008		10(ff	)
10(qq)	Potash Corporation of Saskatchewan Inc. 2009 Performance Option Plan and Form of Option Agreement.	10-Q		3/31/2009		10(mm	)
10(rr)	Potash Corporation of Saskatchewan Inc. 2010 Performance Option Plan and Form of Option Agreement.	8-K		5/7/2010		10.1
10(ss)	Medium-Term Incentive Plan of the registrant effective January 1, 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	2010 Financial Review Annual Report. The 2010 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.

PotashCorp 2010 Annual Report on Form 10-K  33

		Incorporated By Reference
Exhibit			Filing Date/Period	Exhibit Number
Number	Description of Document	Form	End Date	(if different)
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)	2011 Notice of Meeting, Proxy Circular and Form of Proxy. The 2011 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)	2010 Summary Accountability Report. The 2010 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.

34  PotashCorp 2010 Annual Report on Form 10-K

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

POTASH CORPORATION OF SASKATCHEWAN INC.

By:  /s/  WILLIAM J. DOYLE

William J. Doyle

President and Chief Executive Officer

February 25, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Dallas J. Howe Dallas J. Howe	Chair of the Board	February 25, 2011
/s/  Wayne R. Brownlee Wayne R. Brownlee	Executive Vice President, Treasurer and Chief Financial Officer (Principal financial and accounting officer)	February 25, 2011
/s/  William J. Doyle William J. Doyle	President and Chief Executive Officer and Director (Principal executive officer)	February 25, 2011
/s/  Christopher M. Burley Christopher M. Burley	Director	February 25, 2011
/s/  John W. Estey John W. Estey	Director	February 25, 2011
/s/  C. Steven Hoffman C. Steven Hoffman	Director	February 25, 2011
/s/  Alice D. Laberge Alice D. Laberge	Director	February 25, 2011
/s/  Keith G. Martell Keith G. Martell	Director	February 25, 2011
/s/  Jeffrey J. McCaig Jeffrey J. McCaig	Director	February 25, 2011
/s/  Mary Mogford Mary Mogford	Director	February 25, 2011
/s/  Paul J. Schoenhals Paul J. Schoenhals	Director	February 25, 2011
/s/  E. Robert Stromberg, Q.C. E. Robert Stromberg, Q.C.	Director	February 25, 2011
/s/  Elena Viyella de Paliza Elena Viyella de Paliza	Director	February 25, 2011

PotashCorp 2010 Annual Report on Form 10-K  35

EXHIBIT INDEX

		Incorporated By Reference
Exhibit				Filing Date/Period		Exhibit Number
Number	Description of Document	Form		End Date		(if different)
3(a)	Articles of Continuance of the registrant dated May 15, 2002.		10-Q		6/30/2002
3(b)	Bylaws of the registrant effective May 15, 2002.		10-Q		6/30/2002
4(a)	Term Credit Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated September 25, 2001.		10-Q		9/30/2001
4(b)	Syndicated Term Credit Facility Amending Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated as of September 23, 2003.		10-Q		9/30/2003
4(c)	Syndicated Term Credit Facility Second Amending Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated as of September 21, 2004.		8-K		9/24/2004
4(d)	Syndicated Term Credit Facility Third Amending Agreement between The Bank of Nova Scotia and other financial institutions and the registrant dated as of September 20, 2005.		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
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	)

		Incorporated By Reference
Exhibit				Filing Date/Period		Exhibit Number
Number	Description of Document	Form		End Date		(if different)
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		4
4(j)	Form of Note relating to the registrant’s offering of $250,000,000 principal amount of 4.875% Notes due March 1, 2013.		8-K		2/28/2003		4
4(k)	Form of Note relating to the registrant’s offering of $500,000,000 principal amount of 5.875% Notes due December 1, 2036.		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	)
4(q)	Shareholder Rights Plan Agreement, dated August 16, 2010, between the registrant and CIBC Mellon Trust Company, as Rights Agent.		8-K/A		8/23/2010		4.1
4(r)	Form of Note relating to the registrant’s offering of $500,000,000 principal amount of 3.25% Notes due December 1, 2017.		8-K		11/29/2010		4(a	)
4(s)	Form of Note relating to the registrant’s offering of $500,000,000 principal amount of 5.625% Notes due December 1, 2040.		8-K		11/29/2010		4(b	)

The registrant hereby undertakes to file with the Securities and Exchange Commission, upon request, copies of any constituent instruments defining the rights of holders of long-term debt of the registrant or its subsidiaries that have not been filed herewith because the amounts represented thereby are less than 10% of the total assets of the registrant and its subsidiaries on a consolidated basis.

		Incorporated By Reference
Exhibit			Filing Date/Period		Exhibit Number
Number	Description of Document	Form	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	)

		Incorporated By Reference
Exhibit			Filing Date/Period		Exhibit Number
Number	Description of Document	Form	End Date		(if different)
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	)
10(m)	Short-Term Incentive Plan of the registrant effective January 1, 2000, as amended.	10-Q		9/30/2009
10(n)	Resolution and Forms of Agreement for Supplemental Executive 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 Executive 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 Executive Retirement Income Plan.	10-K		12/31/2008		10(r	)
10(r)	Amendment, dated December 29, 2010, to the amended and restated Supplemental Executive Retirement Income Plan.
10(s)	Form of Letter of amendment to existing supplemental income plan agreements of the registrant.	10-K		12/31/2002		10(cc	)
10(t)	Amended and restated agreement dated February 20, 2007, between the registrant and William J. Doyle concerning the Supplemental Executive Retirement Income Plan.	10-K		12/31/2006		10(s	)
10(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 Executive Retirement Income Plan.	10-K		12/31/2008		10(u	)
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 Executive Retirement Income Plan.	10-K		12/31/2008		10(v	)
10(w)	Amendment, dated February 23, 2009, to the amended and restated agreement, dated August 2, 1996, between the registrant and Wayne R. Brownlee concerning the Supplemental Executive Retirement Income Plan.	10-K		12/31/2008		10(w	)
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 Executive Retirement Income Plan.	10-K		12/31/2008		10(x	)

		Incorporated By Reference
Exhibit			Filing Date/Period		Exhibit Number
Number	Description of Document	Form	End Date		(if different)
10(y)	Amendment, dated December 29, 2010, to the amended and restated agreement, dated February 20, 2007, between the registrant and William J. Doyle concerning the Supplemental Executive Retirement Income Plan.
10(z)	Amendment, dated December 29, 2010, to the amended and restated agreement, dated August 2, 1996, between the registrant and Wayne R. Brownlee concerning the Supplemental Executive Retirement Income Plan.
10(aa)	Amendment, dated December 29, 2010, to the amended and restated agreement, dated August 2, 1996, between the registrant and Garth W. Moore concerning the Supplemental Executive Retirement Income Plan.
10(bb)	Supplemental Retirement Benefits Plan for U.S. Executives dated effective January 1, 1999.	10-Q		6/30/2002		10(aa	)
10(cc)	Amendment No. 1, dated December 24, 2008, to the Supplemental Retirement Plan for U.S. Executives.	10-K		12/31/2008		10(z	)
10(dd)	Amendment No. 2, dated February 23, 2009, to the Supplemental Retirement Plan for U.S. Executives.	10-K		12/31/2008		10(aa	)
10(ee)	Forms of Agreement dated December 30, 1994, between the registrant and certain officers of the registrant.	10-K		12/31/1995		10(p	)
10(ff)	Amendment, dated December 31, 2010, to the Agreement, dated December 30, 1994 between the registrant and William J. Doyle.
10(gg)	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(hh)	Resolution and Form of Agreement of Indemnification dated January 24, 2001.	10-K		12/31/2000		10(ii	)
10(ii)	Resolution and Form of Agreement of Indemnification — July 21, 2004.	10-Q		6/30/2004		10(ii	)
10(jj)	Chief Executive Officer Medical and Dental Benefits.
10(kk)	Deferred Share Unit Plan for Non-Employee Directors, as amended.	10-Q		3/31/2008		10(bb	)
10(ll)	U.S. Participant Addendum No. 1 to the Deferred Share Unit Plan for Non-Employee Directors.	10-K		12/31/2008		10(jj	)
10(mm)	Potash Corporation of Saskatchewan Inc. 2005 Performance Option Plan and Form of Option Agreement, as amended.	10-K		12/31/2006		10(cc	)
10(nn)	Potash Corporation of Saskatchewan Inc. 2006 Performance Option Plan and Form of Option Agreement, as amended.	10-K		12/31/2006		10(dd	)
10(oo)	Potash Corporation of Saskatchewan Inc. 2007 Performance Option Plan and Form of Option Agreement.	10-Q		3/31/2007		10(ee	)
10(pp)	Potash Corporation of Saskatchewan Inc. 2008 Performance Option Plan and Form of Option Agreement.	10-Q		3/31/2008		10(ff	)
10(qq)	Potash Corporation of Saskatchewan Inc. 2009 Performance Option Plan and Form of Option Agreement.	10-Q		3/31/2009		10(mm	)
10(rr)	Potash Corporation of Saskatchewan Inc. 2010 Performance Option Plan and Form of Option Agreement.	8-K		5/7/2010		10.1
10(ss)	Medium-Term Incentive Plan of the registrant effective January 1, 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	2010 Financial Review Annual Report. The 2010 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.

		Incorporated By Reference
Exhibit			Filing Date/Period	Exhibit Number
Number	Description of Document	Form	End Date	(if different)
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)	2011 Notice of Meeting, Proxy Circular and Form of Proxy. The 2011 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)	2010 Summary Accountability Report. The 2010 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.

EX-10.R

Exhibit 10(r)

POTASH CORPORATION OF SASKATCHEWAN INC.

AMENDMENT TO THE
SUPPLEMENTAL EXECUTIVE RETIREMENT INCOME PLAN

     WHEREAS, the Potash Corporation of Saskatchewan Inc., a corporation organized under the laws of Canada (the “Corporation”), established the Supplemental Executive Retirement Income Plan on May 9, 1991, which was most recently amended and restated as of May 11, 2000 and subsequently amended on February 27, 2003, March 22, 2004 and February 23, 2009 (the “Supplemental Plan”);

     WHEREAS, the Corporation now desires to amend the Supplemental Plan to incorporate a new formula for computing Executives’ benefits under the Supplemental Plan with respect to services performed on and after January 1, 2011;

     NOW, THEREFORE, the Supplemental Plan is hereby amended, effective as of January 1, 2011, as follows (the “Amendment”):

     1. Paragraph 6 of the Supplemental Plan is hereby amended in its entirety to read as follows:

“6. The annual supplemental retirement benefit payable under the Supplemental Plan, if any, shall be calculated as of the date of the executive’s termination of employment (or death, if earlier) as follows:

a. the sum of i), ii) and iii), where:

i) is equal to 2% of the executive’s average three highest calendar years’ earnings,

multiplied by

	the executive’s years (including partial years calculated to the last full month completed) of Continuous Service (as defined under the Potash Corporation of Saskatchewan Inc. Pension Plan (the “Pension Plan”)) up to a maximum of 35 years, to the extent that such Continuous Service was completed before July 1, 2009;
ii)	is equal to 2% of the executive’s average earnings for the three consecutive calendar years during which the executive’s earnings were the highest,

multiplied by

	the executive’s years (including partial years calculated to the last full month completed) of Continuous Service up to a maximum of 35 years, provided that (A) such Continuous Service was completed on and after July 1, 2009 but before January 1, 2011, and (B) the sum of the years of Continuous Service taken into account under section (a)(i) and this section (a)(ii) does not exceed 35; and
iii)	is equal to 1.5% of the executive’s average earnings for the three consecutive calendar years during which the executive’s earnings were the highest,

multiplied by

the executive’s years (including partial years calculated to the last full month completed) of Continuous Service up to a maximum of 35 years, provided that (A) such Continuous Service was completed on and after January 1, 2011, and (B) the sum of the years of Continuous Service taken into account under sections (a)(i) and (a)(ii) and this section (a)(iii) does not exceed 35;

MINUS

b. the annual retirement benefit which can be provided with the sum of (i) the balance of the executive’s account under the Pension Plan attributable to employee contributions made to such plan by the executive as of December 31, 2010, adjusted on and after January 1, 2011 for its allocable share of earnings through the date of the executive’s termination of employment or death, as the case may be, and (ii) the executive’s account balance under the Pension Plan attributable to employer contributions made to the Pension Plan by the Corporation and/or its subsidiaries or affiliates on behalf of the executive (and earnings thereon through the date of the executive’s termination of employment or death, as the case may be).”

     2. A new paragraph 12 is hereby added to the Supplemental Plan to read as follows:

“12. The Corporation has reserved the power to amend or terminate this Agreement in whole or in part at

- 2 -

any time, in its sole discretion and without the consent of any executive, his or her beneficiary or any other individual, except as may be otherwise expressly provided with respect to an executive in an applicable individual agreement.”

     3. In all other respects the Supplemental Plan remains unchanged.

IN WITNESS WHEREOF the Corporation has executed this Amendment this 29th day of December, 2010.

POTASH CORPORATION OF SASKATCHEWAN INC.
By:	/s/ Barbara Jane Irwin

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EX-10.Y

Exhibit 10(y)

POTASH CORPORATION OF SASKATCHEWAN INC.

AMENDMENT TO THE AGREEMENT

          WHEREAS, the Potash Corporation of Saskatchewan Inc., a corporation organized under the laws of Canada (the “Corporation”), entered into an agreement (the “Agreement”) that was most recently amended and restated as of February 20, 2007 and subsequently amended on December 24, 2008 and February 23, 2009, with William J. Doyle of Northbrook, Illinois, an executive of the Corporation (the “Executive”), for the provision by the Corporation to the Executive (or, in the event of the Executive’s death, to the Executive’s designated beneficiary) of a supplemental retirement benefit;

          WHEREAS, the Corporation and the Executive now desire to amend the Agreement to incorporate a new formula for computing the Executive’s benefit under the Agreement with respect to services performed on and after January 1, 2011;

          NOW, THEREFORE, the Agreement is hereby amended, effective as of January 1, 2011, as follows (the “Amendment”):

     1. Section (a) of the definition of “Earnings” in paragraph 1 of the Agreement is hereby amended (taking into account the provisions of this Amendment set forth below) by substituting the phrase “for purposes of sections (b)(ii) and (b)(iii) of paragraph 4 of this Agreement” therein for the phrase “for purposes of section (b)(ii) of paragraph 4 of this Agreement”.

     2. The definition of “Pension Plan” in paragraph 1 of the Agreement is hereby amended in its entirety to read as follows:

“For purposes of this Agreement, the term “Pension Plan” means the PCS Inc. Pension Plan and the PCS U.S. Employees’ Savings Plan, from which the Executive is entitled to benefits by reason of his service with the Corporation. For purposes of paragraph 4(c) hereof, (a) the annual retirement benefit which can be provided to the Executive under the PCS Inc. Pension Plan shall be determined based on the Executive’s account balance under such plan as of the Executive’s payment date under paragraph 5(b) hereof, which is attributable to (i) employee contributions made to such plan by the Executive before January 1, 2011, and (ii) employer contributions made by the Corporation to such plan, each such amount to be adjusted for earnings determined as if the contributions described in clauses (i) and (ii) had been invested in the Over 25 Years Conservative Fund, and (b) the annual retirement benefit which can be provided to the Executive under the PCS U.S. Employees’ Savings Plan shall be determined as of the payment date under paragraph 5(b) hereof as if $503,040.07 had been invested in the Fidelity Freedom 2015 Fund after December 31, 2004.”

     3. Paragraph 4 of the Agreement is hereby amended in its entirety to read as follows:

“4. The annual supplemental retirement benefit payable under this Agreement, if any, shall be calculated as of the Executive’s payment date under paragraph 5(b) as follows:

(a) 5% of the Executive’s average 3 highest calendar years’ Earnings,

multiplied by

the Executive’s years (including partial years calculated to the last full month completed) of Continuous Service completed before July 1, 2009 up to a maximum of 10 years;

PLUS

(b) the sum of (i), (ii) and (iii), where:

(i) is equal to 2% of the Executive’s average 3 highest calendar years’ Earnings,

multiplied by

	the Executive’s years (including partial years calculated to the last full month completed) of Continuous Service in excess of 25 years to a maximum of 10 additional years, to the extent that such Continuous Service was completed before July 1, 2009;
(ii)	is equal to 2% of the Executive’s average Earnings for the 3 consecutive calendar years during which the Executive’s Earnings were the highest,

multiplied by

the Executive’s years (including partial years calculated to the last full month completed) of Continuous Service in excess of 25 years to a maximum of 10 additional years, provided that (A) such Continuous Service was completed on and after July 1, 2009 but before January 1, 2011, and (B) the sum of the years of Continuous Service taken into account under section (b)(i) and this section (b)(ii) does not exceed 10; and

- 2 -

(iii) is equal to 1.5% of the Executive’s average Earnings for the 3 consecutive calendar years during which the Executive’s Earnings were the highest,

multiplied by

the Executive’s years (including partial years calculated to the last full month completed) of Continuous Service in excess of 25 years to a maximum of 10 additional years, provided that (A) such Continuous Service was completed on and after January 1, 2011, and (B) the sum of the years of Continuous Service taken into account under sections (b)(i) and (b)(ii) and this section (b)(iii) does not exceed 10;

MINUS

(c) the annual retirement benefit which can be provided to the Executive under the Pension Plan on a life-only basis.

For purposes of calculating the offset amount under section (c) above, the Corporation shall determine an actuarial equivalent annuity offset representing the employer portion of benefits reasonably expected to be provided under the Pension Plan, based on reasonable actuarial equivalent factors. The exchange rate used to convert Canadian or U.S. dollars shall be the rate in effect at noon on the business day immediately preceding the Executive’s termination of employment.”

     4. In all other respects the Agreement remains unchanged.

          IN WITNESS WHEREOF the Corporation has executed this Amendment by its duly authorized officers on its behalf and the Executive has executed this Amendment 29th day of December, 2010.

POTASH CORPORATION OF
SASKATCHEWAN INC.
By:	/s/ Barbara Jane Irwin
William J. Doyle
/s/ William J. Doyle

- 3 -

SIGNED SEALED AND DELIVERED in the
presence of:

David R. Haverick Name of Witness

/s/ David R. Haverick Signature of Witness

- 4 -

EX-10.Z

Exhibit 10(z)

POTASH CORPORATION OF SASKATCHEWAN INC.

AMENDMENT TO THE AGREEMENT

     WHEREAS, the Potash Corporation of Saskatchewan Inc., a corporation organized under the laws of Canada (the “Corporation”), entered into an agreement (the “Agreement”) that was most recently amended and restated as of August 2, 1996 and subsequently amended on May 19, 2000, November 4, 2002 and February 23, 2009, with Wayne R. Brownlee of the City of Saskatoon, in the province of Saskatchewan, an executive of the Corporation (the “Executive”), for the provision by the Corporation to the Executive of a supplemental retirement benefit;

     WHEREAS, the Corporation and the Executive now desire to amend the Agreement to incorporate a new formula for computing the Executive’s benefit under the Agreement with respect to services performed on and after January 1, 2011;

     NOW, THEREFORE, the Agreement is hereby amended, effective as of January 1, 2011, as follows (the “Amendment”):

     1. The second sentence of paragraph 1 of the Agreement (the definition of “Earnings”) is hereby amended (taking into account the provisions of this Amendment set forth below) by substituting the phrase “for purposes of sections (b)(ii) and (b)(iii) of paragraph 4 of this Agreement” therein for the phrase “for purposes of section (b)(ii) of paragraph 4 of this Agreement”.

     2. Paragraph 4 of the Agreement is hereby amended in its entirety to read as follows:

“4. The annual supplemental retirement benefit payable under this Agreement, if any, shall be calculated as of the date of the Executive’s termination of employment (or death, if earlier) as follows:

(a) 5% of the Executive’s average 3 highest calendar years’ Earnings,

multiplied by

the Executive’s years (including partial years calculated to the last full month completed) of Continuous Service completed before July 1, 2009 up to a maximum of 10 years;

PLUS

(b) the sum of (i), (ii) and (iii), where:

(i) is equal to 2% of the Executive’s average 3 highest calendar years’ Earnings,

multiplied by

the Executive’s years (including partial years calculated to the last full month completed) of Continuous Service in excess of 25 years to a maximum of 10 additional years, to the extent that such Continuous Service was completed before July 1, 2009;

(ii) is equal to 2% of the Executive’s average Earnings for the 3 consecutive calendar years during which the Executive’s Earnings were the highest,

multiplied by

the Executive’s years (including partial years calculated to the last full month completed) of Continuous Service in excess of 25 years to a maximum of 10 additional years, provided that (A) such Continuous Service was completed on and after July 1, 2009 but before January 1, 2011, and (B) the sum of the years of Continuous Service taken into account under section (b)(i) and this section (b)(ii) does not exceed 10; and

(iii) is equal to 1.5% of the Executive’s average Earnings for the 3 consecutive calendar years during which the Executive’s Earnings were the highest,

multiplied by

the Executive’s years (including partial years calculated to the last full month completed) of Continuous Service in excess of 25 years to a maximum of 10 additional years, provided that (A) such Continuous Service was completed on and after January 1, 2011, and (B) the sum of the years of Continuous Service taken into account under sections (b)(i) and (b)(ii) and this section (b)(iii) does not exceed 10;

MINUS

(c) the annual retirement benefit which can be provided with the sum of (i) the balance of the Executive’s account under the Pension Plan attributable to

- 2 -

employee contributions made to such plan by the Executive as of December 31, 2010, adjusted on and after January 1, 2011 for its allocable share of earnings through the date of the Executive’s termination of employment or death, as the case may be, and (ii) the Executive’s account balance under the Pension Plan attributable to employer contributions made to the Pension Plan by the Corporation and/or its subsidiaries or affiliates on behalf of the Executive (and earnings thereon through the date of the Executive’s termination of employment or death, as the case may be).”

     3. In all other respects the Agreement remains unchanged.

IN WITNESS WHEREOF the Corporation has executed this Amendment by its duly authorized officers on its behalf and the Executive has executed this Amendment 29th day of December, 2010.

POTASH CORPORATION OF SASKATCHEWAN INC.
By:	/s/ Barbara Jane Irwin
Wayne R. Brownlee
/s/ Wayne R. Brownlee

SIGNED SEALED AND DELIVERED in the presence of:

Bob Kirkpatrick

Name of Witness

/s/ Bob Kirkpatrick

Signature of Witness

- 3 -

EX-10.AA

Exhibit 10(aa)

POTASH CORPORATION OF SASKATCHEWAN INC.

AMENDMENT TO THE AGREEMENT

     WHEREAS, the Potash Corporation of Saskatchewan Inc., a corporation organized under the laws of Canada (the “Corporation”), entered into an agreement (the “Agreement”) that was most recently amended and restated as of August 2, 1996 and subsequently amended on May 17, 2000, November 5, 2002 and February 23, 2009, with Garth W. Moore of the City of Saskatoon, in the province of Saskatchewan, an executive of the Corporation (the “Executive”), for the provision by the Corporation to the Executive of a supplemental retirement benefit;

     WHEREAS, the Corporation and the Executive now desire to amend the Agreement to incorporate a new formula for computing the Executive’s benefit under the Agreement with respect to services performed on and after January 1, 2011;

     NOW, THEREFORE, the Agreement is hereby amended, effective as of January 1, 2011, as follows (the “Amendment”):

     1. The second sentence of paragraph 1 of the Agreement (the definition of “Earnings”) is hereby amended (taking into account the provisions of this Amendment set forth below) by substituting the phrase “for purposes of sections (b)(ii) and (b)(iii) of paragraph 4 of this Agreement” therein for the phrase “for purposes of section (b)(ii) of paragraph 4 of this Agreement”.

     2. Paragraph 4 of the Agreement is hereby amended in its entirety to read as follows:

“4. The annual supplemental retirement benefit payable under this Agreement, if any, shall be calculated as of the date of the Executive’s termination of employment (or death, if earlier) as follows:

(a) 5% of the Executive’s average 3 highest calendar years’ Earnings,

multiplied by

the Executive’s years (including partial years calculated to the last full month completed) of Continuous Service completed before July 1, 2009 up to a maximum of 10 years;

PLUS

(b) the sum of (i), (ii) and (iii), where:

(i) is equal to 2% of the Executive’s average 3 highest calendar years’ Earnings,

multiplied by

	the Executive’s years (including partial years calculated to the last full month completed) of Continuous Service in excess of 25 years to a maximum of 10 additional years, to the extent that such Continuous Service was completed before July 1, 2009;
(ii)	is equal to 2% of the Executive’s average Earnings for the 3 consecutive calendar years during which the Executive’s Earnings were the highest,

multiplied by

the Executive’s years (including partial years calculated to the last full month completed) of Continuous Service in excess of 25 years to a maximum of 10 additional years, provided that (A) such Continuous Service was completed on and after July 1, 2009 but before January 1, 2011, and (B) the sum of the years of Continuous Service taken into account under section (b)(i) and this section (b)(ii) does not exceed 10; and

(iii)

is equal to 1.5% of the Executive’s average Earnings for the 3 consecutive calendar years during which the Executive’s Earnings were the highest,

multiplied by

the Executive’s years (including partial years calculated to the last full month completed) of Continuous Service in excess of 25 years to a maximum of 10 additional years, provided that (A) such Continuous Service was completed on and after January 1, 2011, and (B) the sum of the years of Continuous Service taken into account under sections (b)(i) and (b)(ii) and this section (b)(iii) does not exceed 10;

MINUS

(c) the annual retirement benefit which can be provided with the sum of (i) the balance of the Executive’s account under the Pension Plan attributable to employee contributions made to such plan by the Executive as of December 31, 2010, adjusted on and after January 1, 2011 for its allocable share of earnings through the date of the Executive’s termination of employment or death, as the case

- 2 -

may be, and (ii) the Executive’s account balance under the Pension Plan attributable to employer contributions made to the Pension Plan by the Corporation and/or its subsidiaries or affiliates on behalf of the Executive (and earnings thereon through the date of the Executive’s termination of employment or death, as the case may be).”

     3. In all other respects the Agreement remains unchanged.

IN WITNESS WHEREOF the Corporation has executed this Amendment by its duly authorized officers on its behalf and the Executive has executed this Amendment 29th day of December, 2010.

POTASH CORPORATION OF SASKATCHEWAN INC.
By:	/s/ Barbara Jane Irwin
Garth W. Moore
/s/ Garth W. Moore

SIGNED SEALED AND DELIVERED in the presence of:

Lee M. Knafelc

Name of Witness

/s/ Lee M. Knafelc

Signature of Witness

- 3 -

EX-10.FF

Exhibit 10(ff)

December 31, 2010

Mr. William J. Doyle

Re: Section 409A Compliance

Dear Bill:

     As you may know, Section 409A of the Internal Revenue Code, along with the rules, regulations and guidance promulgated thereunder by the U.S. Department of the Treasury or the U.S. Internal Revenue Service (collectively, “Section 409A”), has imposed rules relating to the taxation of deferred compensation. The rules cover all non-qualified deferred compensation plans and arrangements, including certain amounts to which you are, or may become, entitled under the Agreement among Potash Corporation of Saskatchewan Sales Limited (“PCS Sales”), Potash Corporation of Saskatchewan Inc. (“PCS”), and William J. Doyle (the “Executive”), dated as of December 30, 1994 (the “Agreement”). A failure to comply with the requirements under Section 409A may result in adverse tax penalties to you, including accelerated taxation of all amounts subject to Section 409A, a 20% income tax penalty, and possible interest penalties on such amounts (in some cases, even if you do not actually receive the amounts).

     Notwithstanding anything in the Agreement to the contrary, the Agreement is hereby amended as follows:

1. Compliance with Section 409A. The parties intend that any amounts payable under the Agreement, and PCS Sales’, PCS’, and the Executive’s exercise of authority or discretion under the Agreement comply with the provisions of Section 409A so as not to subject the Executive to the payment of the additional tax, interest and any tax penalty which may be imposed under Section 409A. In furtherance thereof, to the extent that any provision of the Agreement would result in the Executive being subject to payment of the additional tax, interest and tax penalty under Section 409A, the parties agree to amend the Agreement if permitted under Section 409A in a manner which does not impose any additional taxes, interest or penalties on the Executive in order to bring the Agreement into compliance with Section 409A, without materially changing the economic value of the arrangements under the Agreement to any of the parties, and thereafter the parties will interpret its provisions in a manner that complies with Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with the Agreement is guaranteed.

2. Delay for Specified Employees. Notwithstanding any provisions of the Agreement to the contrary, if the Executive is a “specified employee” (within the meaning of Section 409A and determined pursuant to any policies adopted by PCS Sales or PCS, as the case may be, consistent with Section 409A) at the time of the Executive’s separation from service and if any portion of the payments or benefits to be received by the Executive upon separation from service would be considered deferred compensation under Section 409A and cannot be paid or provided to the Executive without the Executive incurring taxes, interest or penalties under Section 409A, amounts that would otherwise be payable

pursuant to the Agreement and benefits that would otherwise be provided pursuant to the Agreement, in each case, during the six-month period immediately following the Executive’s separation from service will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of the Executive’s separation from service or (ii) the Executive’s death.

3. Expense Reimbursement; In-Kind Benefits. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under the Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in the Executive’s gross income for U.S. federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by PCS Sales or PCS, as the case may be, in accordance with the terms of the Agreement, but in no event later than December 31^st of the year following the year in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by PCS Sales or PCS, as the case may be, in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.

4. Additional Payments. If, under any provision of the Agreement, the Executive becomes entitled to a payment to reimburse the Executive for all or a designated portion of the U.S. federal, state, local, or foreign taxes imposed upon the Executive as a result of compensation paid to the Executive by PCS Sales or PCS, as the case may be, or the amount of any additional taxes imposed upon the Executive by reason of PCS Sales’ or PCS’, as the case may be, payment of the initial tax, such payment will be made to the Executive in accordance with the Agreement, but in no event later than the end of the taxable year following the taxable year in which the Executive remits the related taxes to the taxing authority.

5. Separate Payments. Each payment under the Agreement is intended to be a “separate payment” and not of a series of payments for purposes of Section 409A.

6. Separation from Service. A termination of employment will not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Section 409A), and notwithstanding anything contained in the Agreement to the contrary, the date on which such separation from service takes place will be the termination date for such purposes.

7. Deferral Elections. Notwithstanding any provisions of the Agreement to the contrary, the severance payment described in Section 2.a) of the Agreement will be paid in a lump sum, and in no event may PCS Sales, PCS, or the Executive voluntarily elect to defer any payments or benefits provided pursuant to the Agreement that are or would be subject to Section 409A, other than as provided by Section 409A.

2

8. Excise Tax. Clause 4 of the Agreement (entitled Excise Tax) is amended and restated in its entirety as follows:

“a) Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Executive (including, without limitation, any payment or benefit received in connection with a Change-in-Control or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Executive’s payments and/or benefits under this Agreement will be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero), in the following order:

i)	any cash severance amount derived based upon the Executive’s Base Salary, Average Bonus, or Target Bonus, as described in clauses 2.a).i) — 2.a).iii);
ii)	any cash severance amount derived based upon the Long-Term Incentive Plan, as described in clause 2.a).iv);
iii)	any stock option vesting acceleration or related payments, as described in clause 3;
iv)	any financial or outplacement counseling reimbursement, as described in clause 2.e);
v)	any retirement benefits, as described in clause 2.c); and
vi)	any group insurance coverage reimbursement, as described in clause 2.d)

(the payments and benefits set forth in the preceding clauses 4.a).i) — 4.a).vi), together, the “Potential Payments”); provided, however, that the Potential Payments shall only be reduced if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, local and foreign income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, local and foreign income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments.

3

b)

For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change-in-Control, PCS’ independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, without limitation, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

c)

At the time that payments are made under this Agreement, the Executive shall be provided with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations, including, without limitation, any opinions or other advice received from Tax Counsel, the Auditor, or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Executive objects to the calculations, the Executive shall be paid such portion of the Potential Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of this clause 4. All determinations required by this clause 4 (or requested by any of the parties in connection with this clause 4) shall be at the expense of PCS. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this clause 4 shall not of itself limit or otherwise affect any other rights of the Executive under this Agreement.”

This letter agreement will constitute an amendment to the Agreement. Other than as provided herein, all other terms and conditions of the Agreement will continue to be in full force and effect.

[remainder of page intentionally left blank]

4

In witness whereof, the parties have executed this amendment to the Agreement as of the date first written above.

PCS Sales (Canada) Inc. (as successor to Potash Corporation of Saskatchewan Sales Limited)
By:	/s/ Bob Kirkpatrick
Name:
Potash Corporation of Saskatchewan Inc.
By:	/s/ John W. Estey
Name:
/s/ William J. Doyle
William J. Doyle

EX-10.JJ

Exhibit 10(jj)

Effective January 1, 2011

CHIEF EXECUTIVE OFFICER

MAJOR MEDICAL & DENTAL BENEFITS

Benefits include all medical, dental and vision expenses covered under (i) the PCS U.S. Flexible Benefits Plan (the “Plan”) and (ii) a company-provided fully-insured “wrap around” policy that reimburses the chief executive officer for certain out-of-pocket expenses that exceed the reimbursed costs under the Plan.

Individual Deductible Amount	$250
Family Deductible Amount	$500
Annual Out of Pocket Maximum	$1,250 individual
	$2,500 family
Percentage Reimbursements	90%
Office Visits
Primary Doctor	$15 Copay
Specialist	$15 Copay
Emergency Room	$150 Copay
Urgent Care	$50 Copay
MEDICAL
Maximum Aggregate per Individual	None
Maximum Medical Travel Amount (per Individual)	None
Preventive & Wellness	100%
DENTAL
Maximum Dental Amount per Individual	$8,000 per calendar year
OTHER SPECIFIC LIMITS & MAXIMUMS ARE LISTED BELOW:
STANDARD COVERED EXPENSES
Maximum Nursing Services Amount	Subject to medical necessity
HOSPITAL COVERED EXPENSES
Hospital Daily Amount (private room)	90% after deductible
PRESCRIPTION DRUG COVERED EXPENSES	$10/$20 copay
PARAMEDICAL COVERED EXPENSES
Chiropractic Services	Subject to medical necessity
Physiotherapist Services	Subject to medical necessity
Acupuncturist Services	Only when used for anesthesia
Podiatrist Services	Subject to medical necessity
Speech Therapist Services	Subject to medical necessity
EXTRACARE COVERED EXPENSES
Convalescent Hospital Daily Amount	90% after deductible
Maximum Number of Days of Convalescent Hospital Confinement	Subject to medical necessity
Maximum Visits to Psychologist or Social Worker	Subject to medical necessity
Maximum Eye Examination Amount	Reasonable and customary
	Once every 12 months
Eyeglass, Frame or Contact Lens Amount	$1,000 per 24 consecutive months

EX-11

Exhibit 11

POTASH CORPORATION OF SASKATCHEWAN INC.
COMPUTATION OF PER SHARE EARNINGS
FOR THE YEARS ENDED DECEMBER 31

	2010			2009(1)
A Net income as reported, Canadian GAAP ($ millions)		1,806.2			980.7
B Items adjusting net income ($ millions)		(78.4	)		8.3
C Net income, US GAAP ($ millions)		1,727.8			989.0
D Weighted average number of shares outstanding		886,371,000			886,740,000
E Net additional shares issuable for diluted earnings per share calculation (Canadian GAAP)		24,722,000			25,088,000
F Net additional shares issuable for diluted earnings per share calculation (US GAAP)		24,688,000			25,089,000
CANADIAN GAAP
Basic earnings per share (A/D)		2.04			1.11
Diluted earnings per share (A/(D+E))		1.98			1.08
UNITED STATES GAAP
Basic earnings per share (C/D)		1.95			1.12
Diluted earnings per share (C/(D+F))		1.90			1.08

⁽¹⁾ Corrected as described in Note 32 to the Company’s consolidated financial statements

EX-12

Exhibit 12

Potash Corporation of Saskatchewan Inc.
Ratio of Earnings to Fixed Charges
(in millions of US dollars, except ratio amounts)
(unaudited)

	Year ended December 31
	2010			2009(1)			2008(1)			2007(1)			2006(1)
Canadian GAAP
Net income	$	1,806.2		$	980.7		$	3,465.9		$	1,104.0		$	606.9
Income taxes		642.8			79.2			1,059.8			416.7			142.3
Share of earnings of equity investees		(174.3	)		(133.7	)		(255.8	)		(76.2	)		(54.4	)
Fixed charges		273.3			255.9			187.1			187.5			183.5
Amortization of capitalized interest		8.5			—			—			—			—
Distributed income of equity investees		78.5			130.9			89.1			40.6			29.9
Interest capitalized		(118.6	)		(68.2	)		(42.9	)		(21.8	)		(19.1	)
Total Earnings Available for Fixed Charges	$	2,516.4		$	1,244.8		$	4,503.2		$	1,650.8		$	889.1
Fixed Charges
Interest expensed and capitalized	$	247.9		$	227.2		$	160.9		$	165.4		$	163.6
Amortization of debt issue costs		4.9			3.0			1.8			2.3			1.0
Estimated portion of rent expense representing interest		20.5			25.7			24.4			19.8			18.9
Total Fixed Charges	$	273.3		$	255.9		$	187.1		$	187.5		$	183.5
Ratio of Earnings to Fixed Charges		9.21			4.86			24.07			8.80			4.85
US GAAP
Net income	$	1,727.8		$	989.0		$	3,365.9		$	1,061.9		$	600.9
Income taxes		679.5			51.8			1,158.5			452.8			158.6
Share of earnings of equity investees		(173.4	)		(132.5	)		(254.8	)		(74.3	)		(54.9	)
Fixed charges		273.3			255.9			187.1			187.5			183.5
Amortization of capitalized interest		8.5			—			—			—			—
Distributed income of equity investees		78.5			130.9			89.1			40.6			29.9
Interest capitalized		(118.6	)		(68.2	)		(42.9	)		(21.8	)		(19.1	)
Total Earnings Available for Fixed Charges	$	2,475.6		$	1,226.9		$	4,502.9		$	1,646.7		$	898.9
Fixed Charges
Interest expensed and capitalized	$	247.9		$	227.2		$	160.9		$	165.4		$	163.6
Amortization of debt issue costs		4.9			3.0			1.8			2.3			1.0
Estimated portion of rent expense representing interest		20.5			25.7			24.4			19.8			18.9
Total Fixed Charges	$	273.3		$	255.9		$	187.1		$	187.5		$	183.5
Ratio of Earnings to Fixed Charges		9.06			4.79			24.07			8.78			4.90

⁽¹⁾ Corrected as described in Note 32 to the Company’s consolidated financial statements.

EX-13

Exhibit 13

The Next Stage of Growth

2010 Financial Review Annual Report

Inside:

Introduction
CEO Letter	2
Key Financial Results	5
Comparison to Peers	7
Management’s Discussion & Analysis
The Basics: Global Development Story	8
Overview of Our Nutrients	10
Six Keys to Understanding Our Business	11
Factors That Shaped Our Business in 2010	14
2011 Outlook	17
Potash
Understanding the Potash Business	19
Our Potash Business	20
Our Potash Strategy	21
Our Potash Advantage	23
Our Capability to Deliver	24
Risks to Our Potash Business	25
Potash Results and Performance	26
Phosphate
Understanding the Phosphate Business	29
Our Phosphate Business	30
Our Phosphate Strategy	30
Our Phosphate Advantage	30
Our Capability to Deliver	31
Risk to Our Phosphate Business	31
Phosphate Results and Performance	32
Nitrogen
Understanding the Nitrogen Business	35
Our Nitrogen Business	36
Our Nitrogen Strategy	37
Our Nitrogen Advantage	37
Our Capability to Deliver	37
Risk to Our Nitrogen Business	37
Nitrogen Results and Performance	38

Key Performance Drivers	41
Rewarding Results	43
Risk Management	45
2010 Financial Overview	47
Expenses & Other Income	49
Quarterly Results	52
Key Earnings Sensitivities	54
Financial Structure
Financial Condition Review	54
Liquidity & Capital Resources	55
Capital Structure & Management	58
Market Risks	60
Related Party Transactions	60
Critical Accounting Estimates	60
Recent Accounting Changes, Adoption of IFRSs	65
Forward-Looking Statements	78
Non-GAAP Financial Measures	78
11 Year Report	79
Financials
Financial Performance Indicators	80
Management’s Responsibility for Financial Reporting	83
Independent Registered Chartered Accountants’ Reports	84
Consolidated Financial Statements	86
Shareholder Information	142
Appendix	143

Financial data in this report are stated in US dollars unless otherwise noted.

Share and per-share data have been adjusted to reflect our three-for-one stock split in February 2011.

The Next Stage of Growth

After a period of global economic uncertainty, we at PotashCorp believe the world’s attention has returned to the long-term challenge of meeting rising demand for food. The crop nutrient requirements to fulfill this need are expected to fuel the next stage of growth for our products. As the world’s largest fertilizer company by capacity, with the majority of brownfield potash expansions under construction, we believe we are uniquely positioned to deliver on this opportunity.

Learn more online:
PotashCorp2010AR.com watch for Keywords to guide you

Now available

Financial Review Annual Report

A comprehensive guide to our 2010 financial performance, strategies, risks and outlook

Now available

Summary Accountability Report

A snapshot of our progress toward achieving our five key organizational goals

Spring 2011

Online Sustainability Report

Insights on our company’s environmental, social, economic and governance performance

Summer 2011

Overview of PotashCorp and Its Markets

Key market factors that influence our strategies and business prospects

Visit PotashCorp.com to view our four annual publications, plus our 10-K, Proxy Circular and more.

CEO Letter FEBRUARY 22, 2011

William J. Doyle,
President and Chief Executive Officer

Opportunity Awaits

One of the joys of our business is speaking with farmers and fertilizer dealers on the front lines of food production.

For more than two decades, the people who rely on our products have provided us with a first-hand look at the challenges and opportunities of feeding a growing world. This important perspective has helped shape our strategies and strengthened our conviction that our long-term focus will maximize the value of the resources that have been entrusted to us.

When the global recession led to a severe decline in fertilizer demand in 2009, some questioned the outlook for our business. However, we remained steadfast in our belief that food requirements would transcend short-term economic shifts and that growth in demand for our nutrients would return. Our confidence was, and is, rooted in the ever-increasing need for food and the science of crop production.

We know that people in emerging nations have expectations of more nutritious food and a desire for a higher standard of living; that the need to increase food production is growing, not diminishing; and that fertilizer will play a vital role in helping produce enough food to meet greater demand. The drivers of our business have not weakened. We believe they are more compelling than ever.

Over the course of 2010, uncertainty about economic issues was eclipsed by the reality that food consumption never stops. Rising demand put pressure on world supplies of grains and oilseeds, a situation exacerbated by reduced nutrient levels in soils and uncooperative weather in some growing regions. Prices for many crop commodities approached or surpassed record levels amid calls for increased production and solutions to food inflation.

2 PotashCorp 2010 Financial Review

The Next Stage of Growth
is fueled by the need to increase global crop production

Restoring global grain supplies while meeting rising food demand is a continuing challenge that requires a sustained commitment to increase food production. We believe this rising need will provide farmers with the ongoing incentive to invest in the fertility of their soils. Given this favorable long-term outlook, we see optimism returning to the agriculture industry, bringing with it renewed understanding of the importance of our business.

Like farmers and fertilizer buyers, PotashCorp is committed to being part of the food solution. Your company can make a difference in homes and fields around the world.

A Transition to Stronger Performance

The improvement in agricultural fundamentals not only reinforced the long-term outlook for our business, it enabled us to deliver strong performance in 2010.

Higher sales volumes — primarily in potash — and an improved pricing environment for all three nutrients helped generate earnings of $1.98 per share (after adjusting for our three-for-one stock split in February 2011). This is an 83 percent increase over the previous year. These earnings were the second highest in our history, trailing only 2008, a year that capped a half-decade of record performance prior to the economic downturn.

Combined, our nutrients provided our second-highest gross margin ever, $2.6 billion — with $1.8 billion from potash, our core nutrient.

Potash sales grew to 8.6 million tonnes, including a fourth-quarter record 2.4 million tonnes. By the end of the year, we were operating at record production levels to keep pace with demand.

We view the improved results for 2010 as an important step forward and a hint of what we believe can be achieved in the years ahead.

In the midst of this improving environment, we received an unsolicited offer from BHP Billiton to purchase all of PotashCorp’s outstanding common shares for $43 per share (post-split). We considered the offer inadequate, opportunistic and timed in a way that would deprive our shareholders of the opportunity to participate in our next stage of growth. Our share price remained well above the bid, even after the offer was withdrawn in November — and we believe this reflects investors’ understanding of PotashCorp’s significant earnings potential.

The Next Stage of Growth

Over decades, PotashCorp has assembled world-class assets in potash, phosphate and nitrogen, following strategies designed to maximize their value in the environment we are entering.

While all three nutrients are important to our success, we believe potash represents the greatest opportunity to generate increased value in the years ahead.

We are the world’s largest producer of this essential nutrient, which has long been under-utilized in many developing countries. We expect demand to grow as farmers work to improve the nutrient balance in their soils and fertilizer dealers restock a supply chain depleted during the economic downturn.

Building on the significant 2010 rebound, we entered 2011 with potash demand rising, global supply tightening and prices increasing. Global potash demand is projected to rise to 55 million tonnes in 2011, with the potential to reach 60 million tonnes if farmers and

PotashCorp 2010 Financial Review 3

“The growing demand for potash is more than just a next-year story or a one-time event.”

dealers move quickly to secure supply. This is expected to challenge the industry’s operational capability, estimated at 61 million tonnes.

This growing demand is more than just a next-year story or a one-time event. The world needs long-term solutions to improve crop production – and increasing potash applications will be a necessary part of the equation.

The needs of a hungry world require potash producers to be ready for the next stage of growth. As recently as 2007, global demand had tested the industry’s production limits. Many producers have taken steps to increase their operational capabilities, with PotashCorp responsible for the majority of new capacity. However, there are limitations on how much and how quickly new production can be added.

This means operating rates are likely to remain high for years, as building new greenfield capacity requires billions of dollars of capital up front and takes years of planning, construction and ramp-up before full production is available.

While these are challenges for newcomers to the business, they can be significant competitive advantages for those able to increase production efficiently and in a timely manner. This is why we believe PotashCorp has an unmatched opportunity in the years ahead.

Beginning in 2003, we committed to CDN $7.3 billion in capital investments in our potash operations in Saskatchewan and New Brunswick. These brownfield expansions are expected to increase our annual operational capability to 17.1 million tonnes by 2015, nearly double what we could produce when we initiated them. More than half of the expansion capital has been spent and much of the construction is completed or in progress.

We expect to bring on our new capacity as demand grows, making our unique strengths more pronounced and seeking to generate greater value for shareholders as we serve the needs of the world’s farmers.

Our large, low-cost operations also provide unique leverage to drive our earnings as potash demand grows, with opportunity for higher prices, increased sales volumes and lower per-tonne production costs. We also become more valuable to the world’s potash buyers, as we can meet their needs for increased supply.

Our investment was not in building new capacity alone. In late 2010, we invested in the company’s future growth with a $2 billion share repurchase program – the fourth in our history. We quickly executed this buyback by purchasing the equivalent of 42.2 million shares (post-split) at an average price of $47 per share (post-split). We moved further to reward the owners of our company by more than doubling our dividend in 2011. These moves were designed to provide our long-term investors with a greater opportunity to benefit as demand for our products grows.

Delivering on Our Promise

PotashCorp’s ability to deliver superior returns to investors has always depended on the positive and mutually beneficial relationships we’ve been able to build with all stakeholder groups that have a vital interest in our success.

As always, the skill and dedication of our employees – more than 5,400 strong around the world – were the key to another year of solid operating and financial performance. Our people exemplify the best attributes of our company every day, including an unwavering commitment to health and safety that extends to their fellow employees and contractors, the communities that host our operations and the environment we are responsible for protecting. Once again, our employees raised the bar in 2010, achieving record safety and environmental performance that included lowering our recordable injury rate and number of environmental incidents. We are proud of these ongoing efforts.

Five members of our senior management who have contributed significantly to PotashCorp’s success have retired in the past year or will soon move on. Jim Dietz, Jane Irwin, Tom Regan, Karen Chasez and John Hunt have all been strong players on our team, and we will miss them. However, opportunities have been created for other members of our team, with each position filled from the bench strength within our company.

We continue to build strong business partnerships and healthy relationships with our communities, knowing they are a vital part of our ability to operate successfully. We continue to invest both time and money to help make all our communities rewarding places to live and work.

As we have learned from farmers and customers around the world, patience and good stewardship are necessary to ensure significant growth that is also sustainable. Since we became a publicly traded company in 1989, we have strived to maintain those qualities.

We are grateful for your support and continued investment in PotashCorp. We look forward to the next stage of growth and continued strong performance in 2011 and for years to come.

William J. Doyle
President and Chief Executive Officer

4 PotashCorp 2010 Financial Review

Key Financial Results

($ millions, except per-share data)	2010		2009		2008		2007		2006
Financial Position
Current assets		2,139.9		2,271.7		2,267.2		1,811.3		1,310.2
Property, plant and equipment		8,062.7		6,413.3		4,812.2		3,887.4		3,525.8
Other long-term assets		5,416.7		4,237.2		3,169.4		4,017.9		1,381.0
Total assets		15,619.3		12,922.2		10,248.8		9,716.6		6,217.0
Current liabilities		3,191.8		1,577.4		2,623.4		1,001.9		1,103.5
Long-term debt		3,707.2		3,319.3		1,739.5		1,339.4		1,357.1
Other long-term liabilities		1,916.1		1,585.7		1,350.8		1,381.1		1,001.0
Shareholders’ equity		6,804.2		6,439.8		4,535.1		5,994.2		2,755.4
Total liabilities and shareholders’ equity		15,619.3		12,922.2		10,248.8		9,716.6		6,217.0
Financial Results
Sales		6,538.6		3,976.7		9,446.5		5,234.2		3,766.7
Gross margin — Potash		1,796.0		730.4		3,055.5		912.3		561.1
Gross margin — Phosphate		319.2		92.4		1,067.9		433.7		84.6
Gross margin — Nitrogen		509.8		191.8		737.4		536.1		315.6
Total gross margin		2,625.0		1,014.6		4,860.8		1,882.1		961.3
Net income		1,806.2		980.7		3,465.9		1,104.0		606.9
Net income per share — diluted (post-split)		1.98		1.08		3.64		1.13		0.63
Cash provided by operating activities		2,999.0		923.9		3,013.2		1,688.9		696.8
Additions to property, plant and equipment		1,978.3		1,763.8		1,198.3		607.2		508.6

Gross Margin Contributors

Keyword: Financial

PotashCorp 2010 Financial Review 5

1	See reconciliation and description of non-GAAP measures on Pages 80-82
*	Earnings Before Interest, Taxes, Depreciation and Amortization

Source: PotashCorp

6 PotashCorp 2010 Financial Review

Comparison to Peers

Peers in Our Industry

In our efforts to achieve the highest sustainable results for our shareholders, management evaluated our 2010 performance against our peers in the fertilizer sector. Some of the key metrics tracked are set out on this page.

Comparability of peer information

This information is included for comparison only. All peer group financial information included in the performance summary was obtained from Bloomberg and publicly available reports published by the respective companies. We have not independently verified and cannot guarantee the accuracy or completeness of such information.

Readers are cautioned that, other than PotashCorp and Agrium, none of the companies identified in this group prepares its financial statements (and accompanying notes) in accordance with accounting principles generally accepted in Canada (Canadian GAAP). Accounting principles generally accepted in the foreign jurisdictions in which these peers operate may vary in certain material respects from Canadian GAAP, and such differences (if and as applicable) have not been identified or quantified for this performance summary. For those companies with fiscal year-ends other than December 31, all financial information was based on the 12-month period comprising the most recent four fiscal quarters reported upon by such companies. In addition to the issues described above, the different reporting periods among the peer group may affect comparability of the information presented.

Note: Results may contain one-time and other special items, such as gain on sale of Fosfertil interests for Mosaic ($687 million) and Yara ($575 million).

Note: Intrepid was not publicly traded at the start of the period.

Source: Bloomberg

*	Capital expenditures = additions to property, plant and equipment
1	Year ended December 31, 2010
2	Most recent four fiscal quarters ended November 30, 2010
3	Most recent four fiscal quarters ended September 30, 2010
4	Most recent two fiscal halfs ended June 30, 2010

PotashCorp 2010 Financial Review 7

Management’s Discussion & Analysis

of Financial Condition and Results of Operations (in US Dollars)

The following discussion and analysis is the responsibility of management and is as of February 22, 2011. The Board of Directors carries out its responsibility for review of this disclosure principally through its audit committee, comprised exclusively of independent directors. The audit committee reviews this disclosure and recommends its approval by the Board of Directors. Additional information relating to PotashCorp (which is not incorporated by reference herein) can be found in our regulatory filings on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

All references to number of PotashCorp shares, share prices and earnings per share reflect the three-for-one stock split effective February 2011. Please refer to Note 33 (Page 141) of the Consolidated Financial Statements for further information regarding this stock split.

The Basics: Global Development Story

Rising world population, rapid economic growth in developing countries and the subsequent desire for more and better food form the foundation for our growth story. While it is a vital and positive change that more people across the globe are improving their diets, it creates a challenge for farmers. More food must be produced with the limited land and water resources available. The science of food production demonstrates that proper fertilization is necessary to feed a growing world, and this need drives the prospects for our business.

Countries with rising populations are also gaining economic strength

It is a simple reality: global food demand rises with each new person on Earth. Today, farmers need to grow enough to feed approximately 6.9 billion people, but within the next 40 years, their fields will have to feed more than 9 billion, according to United Nations estimates. That means at least 30 percent more food will have to be grown to ensure the rising population maintains the current average level of nutrition per person.

Add to this the multiplier effect of improving diets and by 2050, global food needs are expected to be 70 percent greater than today. The projected growth in population will likely take place mainly in developing nations such as China and India, the countries that have led global economic growth in recent years. Their economies are expected to continue to thrive, enabling them to move toward attaining the same protein- and nutrient-rich diets that people in developed countries have enjoyed for decades. These factors are expected to be a powerful driver of food demand for years to come.

Keyword: Our Business

8 PotashCorp 2010 Financial Review

rising populations  +  improving diets  =  need for more food and fertilizer

Rising demand strains grain supplies

Demand for food, one of the most basic human needs, has risen steadily for decades and, within the context of the global development story, shows no sign of slowing. Add to that industrial demand for grains, including biofuels to feed the world’s growing thirst for alternative energy sources, and global grain supplies continue to face significant pressure. Production in 2010 failed to keep pace with demand for the seventh time in 11 years, drawing grain stocks down by nearly 25 percent over this period. These pressures drive the inescapable need for food production to increase on a sustainable basis.

Fertilizer is needed more than ever

As population grows and urban and industrial land uses expand, forecasts suggest that barely 0.2 hectares of arable land per person —approximately 30 percent less than levels just three decades ago —will be available for animal and crop production by 2020. The demands on that land continue to increase and each hectare must become more productive. While quality seeds and other modern agricultural techniques will be crucial to meeting this challenge, research has shown that more than 40 percent of food production can be attributed to proper fertilization.

Improved fertility practices are particularly important in developing countries, where many farmers do not apply fertilizer at scientifically recommended levels. This is especially true of potash, which works synergistically with nitrogen and phosphate but has historically been under-applied relative to them. Farmers in these countries apply more than four times as much nitrogen relative to potash, while the ratio in developed nations is approximately 3:1. As a result, yields in developing nations are about 50 percent of those in the developed world. Pressure to produce more food in the years ahead is expected to make fertilizer — especially potash — increasingly important.

PotashCorp 2010 Financial Review 9

Overview of Our Nutrients

Potash

How Produced:

Mined from evaporated sea deposits

How Used:

Fertilizer:

Improves root strength and disease resistance, enhances taste, color and texture of food

Feed:

Aids in animal growth and milk production

Industrial:

Used in food products, soaps, water softeners, de-icers and drilling muds

Phosphate

How Produced:

Mined from ancient sea fossils

How Used:

Fertilizer:

Aids in photosynthesis, speeds crop maturity

Feed:

Assists in muscle repair and skeletal development

Industrial:

Used in soft drinks, food additives and metal treatments

Nitrogen

How Produced:

Synthesized from air using steam and natural gas or coal

How Used:

Fertilizer:

Builds proteins and enzymes, speeds plant growth

Feed:

Essential to RNA, DNA and cell maturation

Industrial:

Used in plastics, resins and adhesives

2010	2010	2010
Share of Gross Margin	Share of Gross Margin	Share of Gross Margin
68.4%	12.2%	19.4%
Sales Volumes by Segment	Sales Volumes by Segment	Sales Volumes by Segment
Sales Volumes by Region	Sales Volumes by Region	Sales Volumes by Region

10 PotashCorp 2010 Financial Review

Six keys to Understanding Our Business

1 The World Needs More Fertilizer — We Have More Than Anyone

Our business is driven by a growing world population and improving diets. Never have global food requirements been so large, or farmers faced such an enormous challenge to keep pace with the ever-increasing demands for more and better food. Fertilizer is one of the crucial tools in meeting this challenge, and this is expected to fuel an exciting new stage of growth in demand for our life-giving products and substantial earnings potential for our company.

We believe PotashCorp plays an important role in the global food solution. While we produce a broad range of animal feeds and products for industry, fertilizer — which made up more than 70 percent of our sales volumes and almost 80 percent of our gross margin in 2010 — is the primary focus of our company and the driver of our growth. As the world’s largest fertilizer enterprise by capacity, built on world-class potash resources, high-quality phosphate and nitrogen assets and strategic offshore potash-related investments, we make products that help increase and improve the world’s food supply.

2 We Consider Potash The Best Fertilizer Business

We have built our company with a focus on potash because we believe this business has the greatest advantages among the three major crop nutrients.

First, growth in demand for potash outpaced that for the other nutrients over the 15 years prior to the economic downturn of 2008/09, and is expected to continue to grow the fastest because it has historically been under-applied compared to phosphate and nitrogen. We expect the growth in demand, particularly in developing nations where crop yields are limited by ongoing soil nutrient imbalances, will underpin the potash business for the foreseeable future.

Second, the potash business has structural and market advantages. Potash is the rarest of the three nutrients and there are no known substitutes for it. Production occurs in only 12 countries and almost half of the known global reserves are located in the Canadian

A Comparison View of Our Nutrients

	Potash (KCl)	Phosphate (P2O5)	Nitrogen (NH3)
PotashCorp % of World Capacity 1	20% (#1 in world)	5% (#3 in world)	2% (#3 in world)
# of Producing Countries	12	~ 40	~ 60
Raw Material Cost Volatility	Low	Moderate-High	Low-High
% of Government Control	20%	52%	40%
Time for Greenfield (including ramp-up)	Minimum 7 years 2	3-4 years	3 years
Cost of Greenfield (excluding infrastructure)	CDN $4.1 billion 2 2 million tonnes KCl	US $1.6 billion 3 1 million tonnes P2O5	US $1.6 billion 4 1 million tonnes NH3
Cost of Greenfield (including infrastructure)5	CDN $4.7-$6.3 billion 2 million tonnes KCl	US $2.1-$2.3 billion 1 million tonnes P2O5	US $1.7-$1.9 billion 1 million tonnes NH3

1	Based on nameplate capacity, which may exceed operational capability (estimated annual achievable production level)
2	Estimated time and cost for a conventional greenfield mine in Saskatchewan
3	Phosphate rock mine, sulfuric acid plant, phosphoric acid plant and DAP/MAP granulation plant
4	Ammonia/urea complex
5	Includes rail, utility systems, port facilities and, if applicable, cost of deposit
Source: Fertecon, CRU, AMEC, PotashCorp

Keyword: Our Business

PotashCorp 2010 Financial Review 11

The Next Stage of Growth

is built on proven long-term strategies

province of Saskatchewan. Barriers to entering the industry are high: bringing a greenfield conventional mine to production requires significant upfront and continuing capital investment and, we believe, would take at least seven years for development of a 2-million-tonne mine. We believe that new supply — outside of brownfield projects already announced at existing mines — is limited by these barriers of time and capital, making our potash assets inherently more valuable.

3 Potash Is the Core of Our Business

Potash is where we began and is still the heart — as well as the name — of our company. Historically, potash has been the biggest contributor to our earnings. With six large, low-cost mines in Saskatchewan and New Brunswick, plus mineral rights at another Saskatchewan mine, we are the world’s largest producer by capacity.

We seek to add depth and value to our global potash position through our investments in offshore potash-related businesses: Arab Potash Company Ltd. (APC) in Jordan, Israel Chemicals Ltd. (ICL) in Israel, Sociedad Quimica y Minera de Chile S.A. (SQM) in Chile and Sinofert Holdings Limited (Sinofert) in China.

4 Our Strategies Focus on Earnings Growth and Quality

For more than two decades, we have followed strategies that emphasize earnings growth and attempt to reduce volatility, with a focus on maximizing long-term value for our shareholders.

Growth with reduced volatility enhances earnings quality in potash

We recognize potash as our best investment since we believe it is where we have the greatest opportunity to increase volumes and margins over the long term. As a result, we take a Potash First approach, a strategy that focuses on enhancing our growth potential through expansion projects and growing our positions in our equity investments.

To protect the value inherent in our potash enterprise, we have followed a strategy of matching our production to market demand, which helps to reduce volatility during difficult markets. We believe this strategy is imperative to our success as a company and helps protect the long-term value of our resource.

Phosphate and nitrogen add value and strength

We believe our world-class phosphate and nitrogen businesses add significantly to PotashCorp’s value. Not only do they allow us to serve our customers with a full complement of fertilizer products but we believe our unique strengths and strategies in each of these nutrients lead to higher margins and less cyclicality.

In phosphate, we utilize our high-quality rock to produce a flexible range of products that allows us to capitalize on changing market conditions. As the most diversified global phosphate company, we emphasize the products that offer the best returns with the least volatility.

In nitrogen, we leverage our delivered cost advantage to the large US market. We focus on supplying industrial products, as demand for them has historically been less seasonal than fertilizer and transportation costs can be minimized, relative to other producers.

12 PotashCorp 2010 Financial Review

Unique attributes support our vision and strategy

In addition to our strategies, we have strong internal assets that enable us to deliver on our value proposition:

• An experienced management team that can conceive, develop and implement long-term strategies and commit the company to them;

• A skilled and productive workforce, motivated sales teams and an extensive transportation network to serve our target markets;

• Substantial cash flow, which is both the result and the cause of our success.

5 We Are Uniquely Positioned to Benefit From Rising Demand for Potash

Investing in our capacity, investing in our future

With more existing potash capacity and brownfield expansion projects under construction than any other global producer, we believe PotashCorp is uniquely positioned to capitalize on the expected growth in demand. We can bring on needed capacity in less time and at less cost than developing a greenfield mine. Our annual potash operational capability is expected to reach 17.1 million tonnes when ramp-up of all our announced projects is complete in 2015, almost twice what it was in 2005 when we completed construction on the first expansion project.

These projects reflect our conviction that strong economies in developing nations and rising world population will continue to drive demand for more and better food. We expect that fertilizer – especially potash – will play a vital role in meeting that demand, and believe we are uniquely positioned to supply this need.

Returning value to shareholders

Beyond this investment in expanding our potash productive capability, we seek to allocate our cash in ways that provide the best long-term return to our shareholders, with the goal that cash flow returns exceed the cost of capital. In 2010, as in past years, we saw an opportunity to take advantage of our expected strong future cash flow and return value to shareholders by investing in our own company through a share repurchase program. We spent $2 billion to buy back the equivalent of 42.2 million shares (post-split) at an average cost of $47 per share (post-split). We expect the value of this investment in our company will be reflected over time. Since we became publicly traded in 1989, we have declared dividends every quarter; in 2010, they totaled $117.7 million. In January 2011, we announced that our dividend would be more than doubled.

6 Our Core Values Are Ingrained in All We Do

Our core values guide the way we do business, extending our responsibilities beyond financial performance and outside the walls of our facilities. We strive to build support and understanding among stakeholders, focus on creating long-term value for our shareholders, deepen our relationships with customers and improve quality of life for our employees and the communities in which they live and work.

There are no silos in our business; everything we do is interconnected. We understand that by keeping our people and environment safe, helping our communities thrive, engaging our employees and meeting the needs of our customers, we will be more profitable over the long term. By remaining profitable, we are able to generate value for our stakeholders. All this grows out of our core values and is part of all we do.

PotashCorp 2010 Financial Review 13

Factors That Shaped Our Business in 2010

1 Agriculture

Thriving economies in developing countries drove rising demand for agricultural products

Led by strong growth in developing countries, the global economy continued its recovery from the economic downturn. This was highlighted by rapid expansion in the world’s most populous countries, China and India, where GDP grew by approximately 10 percent. With the drivers of population and income growth in developing countries solidly in place, global grain and oilseed demand grew by 2.8 percent in 2010, well above the 1.6 percent annualized rate over the past 20 years.

Despite third-largest crop produced, record demand tightened grain supplies

The year began cautiously in agriculture as many market observers considered grain supplies adequate to meet world needs. This mindset changed quickly by mid-year, as grain markets tightened due to catalysts that affected both demand and supply. Demand was supported by record US domestic corn consumption and the first meaningful volumes of Chinese corn imports since the 1995/96 crop year. Grain supply was affected when severe droughts in Russia and Ukraine led to restricted exports, and less-than-ideal summer weather and reduced soil fertility lowered US corn yields by more than 7 percent from 2009.

As a result, USDA estimates of global grain ending stocks for the 2010/11 crop year declined steadily throughout the year. Despite the third-highest global grain production on record, ending inventories declined by more than 60 million tonnes, leaving world stocks-to-use at 18.6 percent, well below the historical average of approximately 25 percent.

Significant rise in crop prices and margins encouraged efforts to increase production

Tighter grain supplies pushed prices for crop commodities up sharply in the second half of the year from levels that were already above historical averages. In the US, record net cash farm income was realized and agricultural sector growth far exceeded that of the broader economy. Prices for many crops produced worldwide approached record levels, driving crop returns up significantly. Farmers facing fall fertilizer decisions, and those in the Southern Hemisphere during their primary application season, had significant incentive to increase planted area and yield potential, leading to a surge in demand for fertilizer products.

Keyword: Our Business

14 PotashCorp 2010 Financial Review

2 Potash

Strong recovery in demand in most major markets

Potash markets recovered sharply following 2009’s record decline. With the exception of China, where adverse weather affected fertilizer application in the primary planting season, demand in major markets neared pre-economic crisis levels. Global potash shipments rose by nearly 80 percent in 2010 to approximately 52 million tonnes. In response, industry operating rates increased to more than 85 percent of estimated capability, compared to approximately 50 percent the previous year.

Depleted inventories, renewed demand tightened market and pushed up prices

During the first half of the year, demand for potash was uneven as global distributors continued to exercise caution and purchased primarily to meet immediate needs. The perception of high producer inventories and lack of consistent buyer engagement limited momentum in spot market pricing. As farmer demand accelerated in the second half, the combination of depleted distributor supplies and reduced production resulting from normal summer maintenance shutdowns tightened the market. By the end of the year, North American producer inventories had been drawn down by 35 percent from the end of 2009.

The supply of granular potash was especially tight due to strong demand in the US and Brazil, and North American prices rose first, beginning in September. Offshore spot market price increases started to take hold near the end of the year. Despite strong demand, we believe distributor inventories remained well below historical levels as most of the product purchased went directly to the field for application.

JR Voykin, Electrical Instrumentation General Foreman shows how modern technology and human skill work together at Patience Lake.

PotashCorp 2010 Financial Review 15

3 Phosphate

Strong demand, led by the US and India, sharply tightened global supply

Global demand for solid phosphates rose 8 percent in 2010 on growth in major markets such as India and the US. India imported a record 7.6 million tonnes of DAP and entered into long-term supply agreements with several offshore suppliers, including PhosChem, to meet its increasing requirements. With India securing record volumes and US demand surging in the second half due to strong crop economics, the phosphate market quickly tightened. US producer inventories fell to record low levels as domestic production was challenged to meet demand.

Demand-driven market supported higher prices

Due to strong demand and tightened supplies, spot prices for phosphate products rose, with Tampa DAP increasing by more than 50 percent during the year. Rising prices for key inputs, which include phosphate rock, sulfur and ammonia, provided additional support for phosphate prices. Input cost increases were more than offset by higher product prices, resulting in improved profitability for producers as the year progressed.

4 Nitrogen

Both industry and agriculture raised their nitrogen purchases

Global demand for ammonia increased by 3 percent, driven by continued growth in fertilizer use and a recovery in industrial markets. US demand increased by more than 13 percent and, with most domestic suppliers already operating near full capacity, was met primarily by increased imports.

Lower-cost producers benefited from higher prices

US nitrogen producers benefited as the development of shale gas supply continued to support relatively low US natural gas prices in 2010, with NYMEX prices averaging $4.44 per MMBtu. This compared favorably to Ukraine gas prices and Western European oil-linked contract prices that rose to $7.20 and $9.80 per MMBtu, respectively. Natural gas and coal prices increased in China, raising delivered costs for this urea-exporting country.

With higher gas prices in some major producing regions, strong demand and limited new capacity additions, prices for nitrogen increased during the year, improving margins for lower-cost suppliers.

16 PotashCorp 2010 Financial Review

2011 Outlook

1 Agriculture

With some governments attempting to lessen their economic stimulus and high levels of debt and unemployment continuing to challenge many developed countries, global GDP growth is expected to be lower than in 2010 but still above the long-term average. Developing economies are projected to grow at more than 6 percent and world population to approach 7 billion, so global demand for grain and oilseeds is expected to increase by a historically strong 3 percent.

After a significant shortfall in 2010, global grain production needs to rise by more than 5 percent — nearly 100 million tonnes — in 2011 to meet projected demand. Historically, it has increased by approximately 2 percent annually; therefore, we see potential for further tightening in global grain markets.

With grain supplies likely to be tight, we expect the favorable crop pricing environment to continue, encouraging farmers to increase seeded area where possible and maximize yield potential by enhancing soil fertility. Given these strong incentives and the need to compensate for reduced applications during the economic downturn, the International Fertilizer Industry Association projects global fertilizer consumption will increase by almost 4 percent in 2011.

2 Potash

After the record decline in 2009 and significant recovery in 2010, we believe the factors are in place for the next stage of growth in potash demand. With a highly supportive pricing environment for global agriculture commodities and a potash supply chain that has yet to be restocked, we expect demand to increase from approximately 52 million tonnes in 2010 to 55-60 million tonnes in 2011. The lower end of the range is in line with the long-term consumption trend line and the higher could be reached if farmers and fertilizer dealers move more aggressively to replenish depleted inventories in the soil and supply chain.

North American demand recovered to near historical highs in 2010 and we expect it to remain strong at approximately 10 million tonnes in 2011. Latin American farmers are among the world’s most market-oriented growers and, with record or near-record prices for a wide range of crops grown in this region, demand is projected to increase to around 10 million tonnes. This includes record demand in Brazil, which is expected to import approximately 7 million tonnes. With reduced domestic inventories and an anticipated return to pre-downturn consumption of around 11 million tonnes, China’s imports are projected to rise to 7-7.5 million tonnes. India has made significant strides in recent years to begin improving its potash application imbalance and continued strong growth in demand is expected, with imports of approximately 6.5 million tonnes. Solid returns for crops such as oil palm, rice, fruits and vegetables are supporting demand in other Asian countries, where imports are projected at around 6.5 million tonnes.

Keyword: Our Business

PotashCorp 2010 Financial Review 17

We estimate that global operational capability will be approximately 61 million tonnes in 2011. Based on our forecast of world demand, we expect operating rates to exceed 90 percent of operational capability. With a tight market projected, we believe North American prices will remain strong and anticipate offshore price increases during the year.

3 Phosphate

Phosphate fertilizer demand is expected to increase by 5 percent in 2011. India’s solid phosphate imports surged in 2010, and its demand is expected to remain strong, while Latin American imports are forecast to increase by 12 percent. US domestic demand is projected to be similar to 2010 levels.

Limited new capacity is anticipated, with the Ma’aden project in Saudi Arabia delayed until at least the second half of 2011 and major commercial production not expected from it until 2012 at the earliest. China has shortened its low export tax period for DAP/MAP to four months from June through September, which could reduce its exports by 2-2.5 million tonnes. With US producer inventories historically low entering 2011, phosphate markets are expected to remain tight through the first half of the year.

Non-integrated producer costs are expected to increase due to higher prices for phosphate rock and phosphoric acid. US sulfur supply is likely to remain tight as refineries produce oil with lower sulfur content and increased prilling capacity for sulfur has provided offshore sales alternatives. Forecasts suggest that costs for both sulfur and ammonia will remain above historical levels.

The combination of tight projected supply and higher raw material costs is expected to support phosphate product prices in 2011.

4 Nitrogen

Global demand for ammonia is forecast to rise by approximately 4 percent in 2011, above the historical growth rate for this nutrient. US corn acres could approach record levels, which is supportive for spring nitrogen application.

Nitrogen producers in the US and Trinidad are expected to maintain a favorable cost position over those in Ukraine and Western Europe. Average Ukrainian producer natural gas prices are projected to increase to approximately $9 per MMBtu. Stronger oil prices have raised Western European producers’ contract gas prices, which are expected to exceed $11 per MMBtu in 2011.

While there is potential for typical seasonal weakness in demand after the spring season, the combination of lower Chinese urea exports due to a restricted low-tax export period and higher gas prices in Ukraine and Western Europe is expected to support the world nitrogen market.

18 PotashCorp 2010 Financial Review

Potash

#1
World’s leading producer with
20 percent of global capacity

           52%
           Increase in operational capability
           between 2010 and 2015

$10b
Market value of offshore
potash investments as of
December 31, 2010

K

STRENGTHS

• Can substantially raise capacity at a significant discount to and in less time than comparable greenfield capacity

• Low-cost, flexible production with small percentage of fixed costs when operating at close to capacity

• Per-tonne fixed costs decrease as sales volumes increase

• Existing operations have significant reserves and are located in geopolitically stable environments

• Offshore investments add global reach and profitability

• Depth and tested experience of management team

• Substantial barriers to entry: economically mineable deposits are rare, capital costs are high and lead times are long

• No known substitutes for potash

WEAKNESSES

• Production costs exposed to Canadian dollar volatility

• Water inflow at our New Brunswick mine, and at Esterhazy where our mineral rights are mined by another company, increases costs and risks loss of production

• High rail and ocean freight costs for Saskatchewan potash; potential for transportation bottlenecks

• High Saskatchewan resource taxes and federal and provincial income taxes relative to global competitors

OPPORTUNITIES

• Rising global demand for food, coupled with the need to address nutrient imbalances in developing nations, could accelerate long-term growth expectations for potash consumption

• Capacity additions could give us a larger share of a growing market

• Expansion of granular capacity to meet increasing demand for blended fertilizer in developing markets

THREATS

• Upward pricing trend may attract competitor greenfield projects

• Demand can be temporarily affected by volatile crop prices causing changes in consumption patterns

• Our strategy of matching production to market demand means PotashCorp can be disproportionately affected by market weakness

Potash

Understanding the Potash Business

Economically mineable deposits are rare, and producers are few

High-quality, economically mineable potash deposits are geographically concentrated and, as a result, potash is produced in only 12 countries. Canada, Russia and Belarus together account for just over two-thirds of global capacity and, according to the United States Geological Service, almost 90 percent of estimated reserves. The Canadian province of Saskatchewan accounts for almost half of world reserves and 35 percent of global capacity.

Major consumers have little or no indigenous potash supply

Not only are potash deposits geographically concentrated, the major offshore consuming markets have little or no indigenous production capability and rely primarily on imports to meet their needs. This is an important difference between the potash business and the other major crop nutrients – trade typically accounts for approximately 80 percent of global potash demand. As offshore demand is expected to continue to rise, this offers a significant opportunity for producers with the ability to increase export capabilities.

New capacity requires significant capital investment and time

Entry into the potash business carries substantial risk because of the significant cost and time required to build new capacity. We estimate that upfront capital of CDN $4.1 billion would be needed inside the plant gate for a conventional 2-million-tonne greenfield mine in Saskatchewan. Developing the necessary infrastructure outside the plant gate and the potential purchase of a deposit could increase the total cost to more than CDN $6 billion. We believe it would take at least seven years from the start of development to achieve full operational capability, assuming no major permitting or construction difficulties. While earlier brownfield expansions have been completed in significantly less time and at lower per-tonne construction costs, we believe projects currently under construction are more complex and costly to complete, with some estimated to take seven years to achieve full operational capability. Since most potash producers are publicly owned and traded, these barriers to entering the business are important as investment decisions tend to be based on economics.

New supply needed to meet expected long-term growth in demand

Demand for potash grew by more than 3 percent annually through the 15 years prior to the global economic downturn, surpassing the growth rates for the other primary nutrients. This increased demand was mainly in offshore markets where potash has historically been under-applied. In 2010, demand rebounded strongly, setting the stage for what we believe will be a return to the historical growth pattern that will challenge current production capabilities. Producers have been preparing for this growth with expansion and debottlenecking projects at existing mines, but we expect limits to the availability of such brownfield supply mean that greenfield mines will be required within approximately a decade. The long lead times required to develop such new capacity and the distribution infrastructure needed to deliver the product mean that investment decisions must be made years in advance of when the potash is expected to be required.

Keyword: Potash

PotashCorp 2010 Financial Review 19

Our Potash Business

Potash is primarily used for fertilizer, which typically makes up more than 90 percent of our annual sales. The remainder is sold for industrial uses such as food products, soaps, water softeners, de-icers and drilling muds.

In 2010, 61 percent of our potash went to offshore markets for application on a wide range of crops such as grains, oilseeds, sugar cane, cotton, fruits and vegetables. The remainder was sold in North America.

Offshore markets

China, India, other Asian countries and Latin America make up 95 percent of our offshore sales. Customers in Asia primarily purchase standard-grade potash for direct application or use in the manufacture of compound fertilizer products. Granular potash is more commonly used in Latin America, particularly Brazil, where nearly all potash is consumed in this form. As agriculture practices improve in developing markets, the demand for the larger, more uniform granular product is expected to rise because it readily blends with other crop nutrients.

China is the largest consumer of potash fertilizer, accounting for approximately 20 percent of global use. We believe this market offers a unique opportunity because China’s domestic production capability is limited by the lack of high-quality deposits while its demand growth potential is significant, due to historical under-application of potash and the country’s long-term food requirements.

India relies entirely on imports to meet its rising potash demand. Consumption has increased by nearly 10 percent annually over the past decade to more than 6 million tonnes, but farmers still apply potash fertilizer at rates well below the scientifically recommended level. The government implemented a Nutrient-Based Subsidy Program in 2010 to help address this imbalance and improve on lagging crop yields.

Other Asian countries have enjoyed decades of strong economic growth and are rapidly increasing their crop production. With no domestic potash production and growing demand, their imports have risen by almost 40 percent in the last two decades to approximately 6 million tonnes.

Latin America is a leading producer and exporter of crops that use potash intensively and, with only two small operations, imports more than 80 percent of its requirements. With its expanding cropping area and potassium-deficient soils, Brazil accounts for the majority of potash consumed in the region.

We supply these growing markets mainly through Canpotex Limited (Canpotex), the offshore marketing agent for the three Saskatchewan potash producers. Canpotex sells our Saskatchewan potash through West Coast terminals at Vancouver, British Columbia and Portland, Oregon. Through a nearby port on Canada’s East Coast, PCS Sales handles offshore sales from our New Brunswick facility. Canpotex and PCS Sales compete with global marketing agencies such as Belarusian Potash Company (BPC), International Potash Company (IPC) and producers such as ICL and K+S.

Large offshore customers use a variety of methods to buy from Canpotex:

• Sinofert, China’s largest potash importer and distributor, purchases under six-month pricing contracts beginning in 2011 (historically,
12-month) with minimum annual volume commitments;

• Indian customers historically buy under annual volume and price commitments;

• Customers in other Asian countries buy under short-term price and volume contracts, or on the spot market;

20 PotashCorp 2010 Financial Review

• Latin American customers buy on the spot market from Canpotex and PCS Sales.

Most Canpotex customers purchase on a delivered basis, with Canpotex providing the ocean freight.

North American market

North America is a relatively mature and stable market for granular potash, and more than 90 percent of its demand is supplied by domestic producers.

PotashCorp sells to North American customers from both New Brunswick and Saskatchewan, particularly from our Rocanville facility, which is just 152 km (95 miles) from the US border. These customers are primarily wholesalers, retailers and cooperatives that purchase on the spot market from PCS Sales. The more than 150 US distribution points that we own or lease give us the most extensive domestic distribution network in the potash business.

We compete in North America with Mosaic, Agrium and Intrepid Potash and with offshore imports into the US Gulf and East Coast, primarily from BPC and ICL.

Our Potash Strategy

For more than two decades, we have followed two clearly defined strategies that we believe have contributed to our company’s success and served our stakeholders well.

Our first strategy is to match our potash production to market demand in an effort to reduce downside risk and conserve the long-term value of our resources. Approximately 70 percent of total operating costs are variable when we produce at close to operational capability, which provides production flexibility during periods of lower demand.

Secondly, we build on our position in potash whenever value-enhancing opportunities present themselves. This includes brownfield expansion and debottlenecking projects at our existing mines and equity investments in other potash-related companies that add to our global enterprise and contribute to our bottom line.

	Standard Capacity*
	Expansions/	Investment
Facility	Debottlenecking	(CDN$ Billions)
Construction Projects Completed (2005-2010)
Rocanville	0.75 MMT	$	0.13
Allan	0.40 MMT	$	0.21
Lanigan	1.50 MMT	$	0.41
Patience Lake	0.36 MMT	$	0.11
Cory I	1.20 MMT	$	0.90
Total	4.21 MMT	$	1.76
Projects in Progress
New Brunswick**	1.20 MM