PART III

ITEM 10. Directors and Executive Officers of the Registrant.

The information under "Election of Directors" and the second paragraph of page 13 regarding "audit committee financial experts" in our 2004 Proxy Circular, attached as Exhibit 99 to the Original Form 10-K, is incorporated herein by reference. The information under “Election of Directors,” however, is amended by the Amendment to indicate that Elena Viyella de Paliza, a member of our Board of Directors, is not independent. Further information is set forth under Item 13 of this Amendment.

Information concerning executive officers is set forth under "Our Executive Officers" in Part I.

We have adopted a Code of Business 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.

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

The information under "Election of Directors" and under "Ownership of Shares" in our 2004 Proxy Circular, attached as Exhibit 99 to the Original Form 10-K, is incorporated herein by reference. The information under “Election of Directors,” however, is amended by the Amendment to indicate that Elena Viyella de Paliza, a member of our Board of Directors, is not independent. Further information is set forth under Item 13 included in this Amendment.

Equity Compensation Plan Information

The following table provides information about shares of Potash Corporation of Saskatchewan Inc. that may be issued under our compensation plans, as of December 31, 2003:

ITEM 13. Certain Relationships and Related Transactions.

The information under "Election of Directors" and "Executive Compensation" in our 2004 Proxy Circular, attached as Exhibit 99 to the Original Form 10-K, is incorporated herein by reference. The information under “Election of Directors,” however, is amended by the Amendment to indicate that Elena Viyella de Paliza, a member of our Board of Directors, is not independent.

The father and brother of Elena Viyella de Paliza, a member of our Board of Directors since May 2003 and a member from May 2004 to February 2005 of the Compensation Committee, each served, during calendar year 2003, and continue to serve, as executive officers of Fertilizantes Santo Domingo, C. por A (“Fersan”), a fertilizer bulk blender and distributor of agrichemicals based in the Dominican Republic and a customer of the registrant. Our sales to Fersan are made in the ordinary course of business and on trade terms that are customary in the industry and generally consistent with the terms of comparable transactions of the registrant with other customers. Ms. Paliza has no direct or indirect interest in such transactions. In 2003 and 2004, sales in an aggregate amount of approximately $9.1 million and $16.2 million, respectively, were made by the registrant to Fersan. Because the aggregate amount of such sales exceeded 2% of Fersan’s consolidated gross revenues for 2003 and 2004, Ms. Paliza did not meet one of the requirements for independence under the relevant rules of the NYSE or under our governance principles, which incorporate the NYSE standards. Ms. Paliza continues as a member of our Board of Directors and is on the Executive Committee and the Safety, Health and Environment Committee of the Board. Ms. Paliza is no longer a member of the Compensation Committee.