exv10wz









Exhibit 10(z)




POTASH CORPORATION OF SASKATCHEWAN INC.




AMENDMENT NO. 1 TO THE

PCS SUPPLEMENTAL RETIREMENT PLAN FOR U.S. EXECUTIVES




        The PCS Supplemental Retirement Plan for U.S. Executives, effective as of January 1, 1999 (the
“Plan”) is hereby amended, effective as of January 1, 2005, as follows:





	1.	 	Section 2.1 of the Plan is hereby amended by adding, immediately after subsection (k)
thereof, a new subsection (l) to read as follows:






	 	“(l) 	 	 Separation from Service. The term “Separation from Service” or
to “Separate from Service” means any termination of employment with the Company
and all Related Organizations 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 Related Organizations is provided either by
statute or by contract. For purposes of determining whether a Separation from
Service has occurred, “Related Organizations” shall mean the Company and any
entity whose employees, together with the employees of the Company, are treated
under Code Section 414(b) or (c) as if employed by a single employer, except
that 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. Whenever the Plan refers to a termination of employment,
such reference shall mean “Separation from Service.” Whether the Executive has
incurred a Separation from Service shall be determined in accordance with the
409A Guidance.”






	2.	 	Subsections (l), (m), (n), (o) and (p) of section 2.1 of the Plan are hereby renumbered as
subsections, respectively, (m), (n), (o), (p) and (q) thereof.
	 
	3.	 	Section 2.1 of the Plan is hereby amended, by adding immediately after subsection (q) thereof
(i.e., the definition of “Related Organization”), a new subsection (r) to read as follows:






	 	“(r) 	 	 Specified Employee. The term “Specified Employee” means a
“specified employee” within the meaning of the 409A Guidance and determined
pursuant to the identification methodology selected by the Committee from time
to time.”






	4.	 	Subsection (q) of Section 2.1 of the Plan (i.e., the definition of “Vesting Service”) is
hereby renumbered as subsection (s) thereof.
	 
	5.	 	Section 4.3 of the Plan is hereby amended in its entirety to read as follows:






	 	“4.3 	 	 Timing and Manner of Payment






	 	(a)	 	In General. A Participant’s Benefit under
section 4.2 shall be payable in a lump sum amount as of the annuity
starting date under the Pension Plan. Notwithstanding the foregoing,
if a Participant Separates from Service after December 31, 2004, the
Participant’s Benefit under this section 4.2 will be distributed in a
lump sum amount thirty (30) days after the Participant’s Separation
from Service, except as provided in section 4.3(c) or 5.2(b).




 









 






	 	(b)	 	Delay for Specified Employees. If a
Participant is a Specified Employee on the date of his Separation from
Service occurring after December 31, 2004, payment of his vested
Benefit will be made on the date that is six (6) months after the
Participant’s Separation from Service (unless the Participant dies
before such date, in which case the benefit will be paid in accordance
with section 5.2(b)). The lump sum payment shall include an “earnings
adjustment” to reflect the six-month delay described above. The
appropriate earnings adjustment shall be determined by the Committee.
	 
	 	(c)	 	Section 409A Distributions. If, due to the
application of the 409A Guidance, all or any portion of a Participant’s
benefit under this Plan becomes taxable to the Participant prior to
receipt, a Participant may apply to the Committee before a Change in
Control, or the trustee of the trust after a Change in Control, for a
distribution of that portion of his or her benefit that has become
taxable pursuant to Code Section 409A. Upon the approval of such an
application, which approval shall not be unreasonably withheld (and,
after a Change in Control, shall be granted), the Committee (or the
trustee) shall distribute to the Participant immediately available
funds in an amount equal to the taxable portion of his or her benefit
(which amount shall not exceed the present value of the Participant’s
benefit under the Plan). If the application is approved, the
distribution shall be made within 90 days of the date when the
Participant’s application is approved. Such a distribution shall affect
and reduce the benefits to be paid under this Plan.
	 
	 	(e)	 	No Change in Payment Form and Time. A
Participant may not defer payment of any benefit to a later date and
may not elect another form of payment.”






	6.	 	Section 5.1 of the Plan is hereby amended, in its entirety, to read as follows:






	 	“5.1 	 	 Entitlement and Amount of the Death Benefit
	 
	 	(a)	 	Death before January 1, 2005. If, before January 1, 2005, a
Participant dies after vesting under the Pension Plan but before the annuity
starting date under the Pension Plan, the Participant’s beneficiary under the
Pension Plan shall be entitled to a benefit equal to the lump sum Actuarial
Equivalent of the excess of (1) over (2) where—






	 	(1)	 	is the amount of the
preretirement death benefit that would be payable to
the beneficiary under the terms of the Pension Plan
determined on the basis of the monthly amount described
in section 4.2(a), and
	 
	 	(2)	 	is the amount of the
preretirement death benefit that is payable to the
beneficiary under the Pension Plan.






	 	(b)	 	Death after December 31, 2004. If, after December 31, 2004, a
Participant dies after vesting under the Plan but before the benefit is paid to
the Participant under the Plan, the Participant’s beneficiary (designated under
the Pension Plan) shall be entitled to a Preretirement Death Benefit equal to
the lump sum Actuarial Equivalent of the greater of (1) or (2) where—






	 	(1)	 	is the survivor benefit that
would have been payable to a beneficiary had the
Participant died after commencing his benefit
calculated pursuant to section 4.2(a) and (b) in an
Actuarially Equivalent joint and 50% survivor annuity
form of payment; and




 









 






	 	(2)	 	is the survivor benefit that
would have been payable to a beneficiary had the
Participant died after commencing his benefit
calculated pursuant to section 4.2(a) and (b) in an
Actuarially Equivalent single life and ten (10) year
certain form of payment.”






	7.	 	Section 5.2 of the Plan is hereby amended in its entirety to read as follows:






	 	“5.2  	 	Timing and Manner of Payment
	 
	 	(a)	 	Death before January 1, 2005. A Participant’s Preretirement
Death benefit described in section 5.1(a) shall be payable as a lump sum
amount as of the annuity starting date for the death benefit that is payable
under the Pension Plan.
	 
	 	(b)	 	Death after December 31, 2004. A Participant’s Preretirement
Death Benefit described in section 5.1(b) shall be paid as a lump sum amount
on the ninetieth (90th) day after the Participant’s death.






The payment of the death benefit under this Article shall fully
discharge the Plan’s obligation under the Plan to all persons with
respect to the Participant’s benefit.”




	8.	 	Section 9 of the Plan is hereby amended by adding immediately to the end thereof a new
paragraph to read as follows:






“In the event of the Plan termination, all benefits shall be
distributed to the Participants as otherwise provided in the Plan;
provided, however, that the Committee and the Board have reserved
their right to accelerate payments of benefits to the Participant to
the extent that and in a manner permitted by the 409A Guidance.”




	9.	 	In all other respects the Plan remains unchanged.
	 
	 	 	EXECUTED on this 24th day of December, 2008.





	 	 	 	 	 
	 	POTASH CORPORATION OF SASKATCHEWAN INC.

 	 
	 	By:  	/s/ Barbara Jane Irwin
 	 
	 	 	 	 



SIGNED SEALED AND DELIVERED in the presence of:




	 	 	 
	David R. Haverick
 


	 	 
	Name of Witness
	 	 
	 
	 	 
	/s/ David R. Haverick
 


	 	 
	Signature of Witness