Exhibit 10(pp)

POTASH CORPORATION OF SASKATCHEWAN INC.

CEO Multi-Year Incentive Plan



|                                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Award Type:                                                         |  | Full-value stock
units, either Restricted Stock Units (RSUs) or Deferred Share Units (DSUs), as selected by CEO. In December 2014, CEO confirmed his election of DSUs. Each unit represents the value of one share of Potash Corporation common
stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Grant Date:                                                         |  | July 1, 2014 general terms agreed pursuant to the
employment agreement.  For accounting purposes, February 20, 2015 will be the grant
date, when the vesting terms are confirmed. DSUs will not appear in the summary compensation table or other tables until next year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Number of Units:                                                    |  | 187,454 units, which is $7.5 million divided by
average price of a share of Potash Corporation common stock on the TSX averaged over the 20 trading days prior to July 1, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Grant Date Fair Value:                                              |  | To be determined by accountants based on a number
of factors, including the assessment of likelihood of satisfaction of performance vesting conditions, expected duration and dividend equivalent rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Earned Units:                                                       |  | CEO will earn a number of the units based on
Company performance and individual performance during the period July 1, 2014 through December 31, 2015. 50% of the units (93,727 units) may be earned based on achievement of Company performance metrics and 50% of the units (92,727 units)
may be earned based on achievement of individual CEO performance metrics.                                                                                                                                                                                                                                                                                                                                                                       
|Company Performance Metrics and Individual CEO Performance Metrics: |  | Attached is Schedule A which sets forth the
metrics to determine the number of earned units based on the achievement of Company performance metrics and Schedule B which sets forth the metrics to determine the number of earned units based on the achievement of CEO individual performance
metrics. Schedule C sets forth a flow chart illustrating the calculations set forth on Schedules A and B. The attached schedules set forth (1) the component metrics, (2) the weighting of each component metric, (3) the manner in which the component
metric is to be measured and (4) the achievement necessary to achieve that component metric. The total of the units earned will be sum of the units earned for the component metrics.
|Vested Units:                                                       |  | CEO will vest in the number of earned units (as
calculated above) based on continued employment through the third anniversary of the grant date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



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|---------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Additional Units on Account of Dividend Like Amount: |  | CEO will be entitled
to additional units on account of dividend-like amounts based on procedures equivalent to those under the Companys Deferred Share Unit Plan for Non-Employee Directors, as in effect on July 1, 2014 (the Directors Deferred Share Unit
Plan). For such purposes, the additional number of units will be calculated assuming that the CEO was granted on July 1, 2014 a number of units equal to the number of units actually earned, as calculated above. The number of additional
units will be the sum of the number of additional units calculated as described in the following sentence on each date on which a dividend is declared and paid by the Company on its common shares between July 1, 2014 and the entitlement
date (as defined below). The number of additional units on each such date shall be the quotient determined by dividing: (1) the product of (a) the amount of each such dividend on a per shares basis (excluding stock dividends, but including
dividends which may be paid in cash or in shares at the option of the shareholder) by (b) the sum of the number of earned units plus any additional units accrued as of the record date for the payment of such dividend, by (2) the market value of a
common share on the payment date of such dividend, with fractions computed to four decimal places. CEO shall only be entitled to any additional units to the extent that the earned units have become vested.
|Consequence of Change In Control:                    |  | Per 3.3.3 of employment agreement, full vesting if
a change in control occurs during vesting period and either (1) the Company terminates the CEO without just cause or (2) the CEO terminates for good reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Settlement:                                          |  | The award will settle in cash. Since DSUs were
selected, vested units will be settled in cash based on the date of the CEOs termination of employment under settlement procedures equivalent to those under the Companys Directors Deferred Share Unit Plan. Under such procedures,
the CEO generally will be permitted to select an entitlement date over a specified extended period ending on the first day of December in the calendar year immediately following the calendar year in which termination of employment
occurs. The vested units, and any additional units credited through dividend-like amounts, generally will be valued on the CEOs selected entitlement date and the cash amount will be delivered to the CEO on the fourteenth day after the
entitlement date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Administration of the Plan:                          |  | This Plan shall be administered by the
Compensation Committee of the Board of Directors. The Compensation Committee shall have full and complete authority to interpret this Plan and the schedules, to prescribe such rules and regulations and to make such other determinations as it deems
necessary or desirable for the administration of this Plan. All actions taken and decisions made by the Compensation Committee shall be final, conclusive and binding on all parties concerned.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



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SCHEDULE A

Company Performance Metrics



|                                                                                                                                                    |                                                                                                                                                                                                                                    |                                                     |       |      
|--------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------- | ----- | -----
|TSR Peers:                                                                                                                                          |                                                                                                                                                                                                                                    | TSR Relative to Peers (Reported in (Home) Currency) |       | (50%)
|·   
  Agrium  ·   
  APC  ·   
  CF Industries  ·   
  Intrepid  ·   
  K + S  ·   
  ICL  ·   
  Mosaic  ·   
  SQM  ·   
  Uralkali  ·   
  Yara |                                                                                                                                                                                                                                    | ·   
  July 1, 2014  December 31, 2015             |       |      
|                                                                                                                                                    | Change in EPS                                                                                                                                                                                                                      |                                                     | (25%)
|                                                                                                                                                    | ·     
July 1, 2014  December 31, 2015vs. January 1, 2013  June 30, 2014                                                                                                                                                         |                                                     |      
|                                                                                                                                                    | Change in CFPS before Working Capital                                                                                                                                                                                              |                                                     | (25%)
|                                                                                                                                                    | ·     
July 1, 2014  December 31, 2015vs. January 1, 2013  June 30, 2014                                                                                                                                                         |                                                     |      
|                                                                                                                                                    | TSR Vesting Schedule:                                                                                                                                                                                                              |                                                     |      
|                                                                                                                                                    | ·     
#1 to #4: 100% Vesting                                                                                                                                                                                                      |                                                     |      
|                                                                                                                                                    | ·     #5 to #7: 75% Vesting                                                                                                                                                                                                        |                                                     |      
|                                                                                                                                                    | ·     #8: 50% Vesting                                                                                                                                                                                                              |                                                     |      
|                                                                                                                                                    | ·     #9 to #11: 0% Vesting                                                                                                                                                                                                        |                                                     |      
|                                                                                                                                                    | EPS and CFPS Vesting Schedule:                                                                                                                                                                                                     |                                                     |      
|                                                                                                                                                    | ·     
Zero or less: 0% Vesting                                                                                                                                                                                                    |                                                     |      
|                                                                                                                                                    | ·     10% or more: 100% Vesting                                                                                                                                                                                                    |                                                     |      
|                                                                                                                                                    | ·     Results greater than zero but less than 10% will be interpolated                                                                                                                                                            
|                                                                                                                                                    | The Compensation Committee shall have the
authority to confirm in its reasonable discretion that the TSR peer group remains intact, appropriate and relevant at the end of the performance period (i.e., as of December 31, 2015).



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SCHEDULE B

Individual CEO Performance Metrics



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |              
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|Goal                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | GoalWeighting
|Goal 1 -
Leadership Team:  Assess strengths of organizational structure and leadership
team to ensure optimal performance                                                                                                                                                                                                                                                                                                                                                  |  | 15%          
|Goal 2 
Knowledge:  Develop and demonstrate depth of knowledge regarding the company and
industry, including a strong understanding of key markets and operations                                                                                                                                                                                                                                                                                                         |  | 15%          
|Goal 3 
Communication & Engagement:  Provide leadership for PotashCorp through
ongoing engagement and communication with key stakeholders, including investors, employees and communities                                                                                                                                                                                                                                                                                 |  | 10%          
|Goal 4 
Governance:  Lead Board and management interaction, ensuring transparency and
alignment                                                                                                                                                                                                                                                                                                                                                                           |  | 15%          
|Goal 5 
Strategy:  Together with the leadership team, review and evolve the
companys strategic objectives, including a comprehensive review of opportunities and risks associated with current assets, investments and growth opportunities                                                                                                                                                                                                                              |  | 25%          
|Goal 6 
Compensation Plans:  Review and assess incentive compensation plans to ensure
they reward performance, align with shareholder interests and are competitive                                                                                                                                                                                                                                                                                                       |  | 10%          
|Goal 7 
Performance Evaluation & Succession:  Develop a company-wide
performance-based evaluation process to assess individual performance and prepare for succession in the key business units                                                                                                                                                                                                                                                                           |  | 10%          
|Goal 8 
Safety, Health & Environment: Discretionary: -100% to +30% ofSub-Total Product 
As an overarching objective, the Compensation Committee has the discretion to adjust the CEOs STIP for overall safety, health and environmental
performance during the year. Discretionary adjustment will be within the parameters of the STIP program (i.e., minimum payout of nil for extremely poor overall performance, maximum payout of +30% for very strong performance) |  | -100%to+30%  



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|                          |  |            
|------------------------- |  | -----------
|Goal
Performance          |  | Goal Rating
|Exceeded above and beyond |  | 10         
|Met all of goal           |  | 8          
|Met most of goal          |  | 6          
|Fell well short of goal   |  | 4          
|Did not perform goal      |  | 0          



|           |  |                 
|---------- |  | ----------------
|Multiplier |  | Composite Rating
|0          |  | 3.99            
|0.40       |  | 4               
|0.70       |  | 6               
|1.00       |  | 8               
|1.30       |  | 10              



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SCHEDULE C

(See attached)



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