exv10wpp






EXHIBIT 10(pp)




POTASH CORPORATION OF SASKATCHEWAN INC.




AMENDMENT TO

THE

MEDIUM-TERM INCENTIVE PLAN

Effective for Performance Cycle January 1, 2006-December 31, 2008




        The Potash Corporation of Saskatchewan Inc. Medium-Term Incentive Plan (Effective for
Performance Cycle January 1, 2006 — December 31, 2008) (“MTIP”) is hereby amended, effective as of
January 1, 2006, as follows:





	 	1.	 	Section 2.20 of the MTIP is hereby amended by adding a new sentence to the end
thereof to read as follows:






With respect to an Entitled Executive who is subject to U.S. income
tax (“U.S. Executive”), “Permanent Disability” or “Permanently
Disabled” means that a U.S. Executive is unable to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less
than 12 months. A U.S. Executive will be deemed disabled if
determined to be disabled in accordance with a disability insurance
program maintained by the Corporation, to the extent the
determination of Permanent Disability under such program is
consistent with this Section.




	 	2.	 	Section 6.01 of the MTIP is hereby amended by adding the following to the end
thereof:






Notwithstanding the foregoing, payment to a U.S. Executive shall
occur on the sixtieth (60th) day after the Performance
Cycle. Notwithstanding the foregoing, if a U.S. Executive Retires,
dies or is involuntarily terminated, payment to such U.S. Executive
shall be made on the sixtieth (60th) day after the date
on which the U.S. Executive Retires, dies or is involuntarily
terminated. If on the date of a U.S. Executive’s Retirement the
U.S. Executive is a Specified Employee, payment following such
Retirement will be made on the date that is six months after the
date of the Executive’s Retirement, adjusted for interest at a rate
to be determined by the Committee.




For purposes of this Section 6.01, the following terms have the
following meanings:




     “Affiliate” means an entity whose employees, together with the
employees of PCS Inc., are required, in accordance with Code Section
414(b) or (c) to be treated as employed by a single employer, except
that for purposes of determining whether a Separation from Service
from the Corporation has occurred, in applying Code section
1563(a)(1), (2), and (3) for purposes of Code section 414(b) or in
applying Treas. Reg. §1.414(c)-2 for purposes of Code section
414(c), the language “at least 50 percent” shall be used instead of
the language “at least 80 percent” each place it appears in such
Code and regulations sections.




     “Code” means the Internal Revenue Code of 1986, as amended.




     “Retirement” means a U.S. Executive’s Separation from Service
after attaining age 55 and completing 5 years of service.



 









 






     “Separation from Service” means any termination of employment
with the Company and all Affiliates for any reason; provided,
however, that no Separation from Service is deemed to occur while
the Executive is on military leave, sick leave or other bona fide
leave of absence that does not exceed six (6) months, or if longer,
the period during which the Executive’s right to reemployment with
the Company or Affiliates is provided either by statute or by
contract. Whether the Executive has incurred a Separation from
Service shall be determined in accordance with Code Section 409A and
the IRS guidance issued thereunder (“409A Guidance”).




     “Specified Employee” means an individual who is identified as a
“specified employee” (within the meaning of the 409A Guidance) in
accordance with the procedures established by the Committee from
time to time.




	3.	 	In all other respect the MTIP remains unchanged.





       EXECUTED on this 24th day of December, 2008.




	 	 	 	 	 
	 	POTASH CORPORATION OF
SASKATCHEWAN INC.

 	 
	 	By:  	/s/ Barbara Jane Irwin