exv10wr









Exhibit 10(r)




POTASH CORPORATION OF SASKATCHEWAN INC.




AMENDMENT TO THE



SUPPLEMENTAL EXECUTIVE RETIREMENT INCOME PLAN




     WHEREAS, the Potash Corporation of Saskatchewan Inc., a corporation organized under the laws
of Canada (the “Corporation”), established the Supplemental Executive Retirement Income Plan on May
9, 1991, which was most recently amended and restated as of May 1, 2000 and subsequently amended on
February 27, 2003 and March 22, 2004 (the “Supplemental Plan”);



     WHEREAS, the Corporation now desires to amend the Supplemental Plan to incorporate a new
formula for computing Executives’ benefits under the Supplemental Plan with respect to services
performed on and after July 1, 2009;



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



     1. Paragraph 6 of the Supplemental Plan is hereby amended in its entirety to read as follows:




	 	“6. 	 	The annual retirement benefit payable under the
Supplemental Plan shall be calculated as follows:
	 
	 	a.	 	the sum of i) and ii), where:






	 	i)	 	is equal to 2% of the executive’s
average three highest calendar years’ earnings
	 
	 	 	 	                    multiplied by
	 
	 	 	 	the executive’s years (including partial years calculated to
the last full month completed) of Continuous Service (as
defined under the Potash Corporation of Saskatchewan Inc.
Pension Plan (the “Pension Plan”)) up to a maximum of 35
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 three 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 up to a
maximum of 35 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 (a)(i) and this section (a)(ii) does not exceed
35
	 
	 	 	 	                    minus






	 	b.	 	the annual retirement benefit which can be
provided under the Pension Plan.”





     2. Section (a) of paragraph 7 of the Supplemental Plan is hereby amended in its entirety to
read as follows:




	 	“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
paragraph 6(a)(ii) of the Supplemental Plan, 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”





     3. In all other respects the Agreement remains unchanged.



IN WITNESS WHEREOF the Corporation has executed this Amendment this 23 day of February, 2009.



	 	 	 	 	 
	 	POTASH CORPORATION OF

SASKATCHEWAN INC.

 	 
	 	 	/s/
Barbara Jane Irwin	 
	 	By:  	/s/ John W. Estey