exv10ww









Exhibit 10(w)



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 August 2, 1996 and subsequently amended on May 19, 2000 with Wayne R.
Brownlee of the City of Saskatoon, in the province of Saskatchewan, 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 second sentence of paragraph 1 of the Agreement (the definition of “Earnings”) is
hereby amended in its entirety to read as follows (taking into account the provisions of this
Amendment set forth below):




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



     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.


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	 	 
	 

	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	Wayne R. Brownlee	 	 
	 
	 	 	 	 	 	 
	 	 	/s/
Wayne R. Brownlee