exv10wv






Exhibit 10(v)




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 May 16, 2000 and on
December 24, 2008 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 July 1, 2009;



     NOW, THEREFORE, the Agreement is hereby amended, effective as of July 1, 2009, as follows (the
“Amendment”):



     1. The definition of “Earnings” in paragraph 1 of the Plan is hereby amended by deleting the
first sentence thereof and inserting in lieu thereof the following (taking into account the
provisions of this Amendment set forth below):




	 	 	 	“The term “Earnings” shall mean the Executive’s annual base pay
plus:






	 	(a)	 	100% of all bonuses paid or payable to the
Executive in a calendar year pursuant to the Corporation’s
annual short-term incentive plan or any similar plan
substituted therefor; provided, however, that for purposes of
section (b)(ii) of paragraph 4 of this Agreement, the bonus
amount taken into account in calculating Earnings shall not
exceed the Executive’s annual base pay on which such bonus was
based pursuant to the terms of the Corporation’s annual
short-term incentive plan; and






	 	(b)	 	any other payment made in a given year to the
Executive which payment is specifically designated to be
included in Earnings by the Compensation Committee of the Board
of Directors of the Corporation.”





     2. Sections (a) and (b) of paragraph 4 of the Agreement are hereby amended in their entirety
to read 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) and (ii), 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; and
	 
	 	(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, 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
	 
	 	 	 	                              MINUS”





     3. In all other respects the Agreement remains unchanged.




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IN WITNESS WHEREOF the Corporation has executed this Amendment by its duly authorized officers on
its behalf and the Executive has executed this Amendment 23 day of February, 2009.




	 	 	 	 	 	 	 
	 	 	POTASH CORPORATION OF

SASKATCHEWAN INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barbara Jane Irwin	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	William J. Doyle	 	 
	 
	 	/s/ William J. Doyle	 	 
	 	 	 	 	 




SIGNED SEALED AND DELIVERED in the 

presence of:




	 	 	 
	Joseph A. Podwika

Name of Witness

	 	 
	 
	 	 
	/s/ Joseph A. Podwika

Signature of Witness