exv10wz






Exhibit 10(z)




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, November 4,
2002 and February 23, 2009, 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 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 January 1, 2011;



     NOW, THEREFORE, the Agreement is hereby amended, effective as of January 1, 2011, as follows
(the “Amendment”):



     1. The second sentence of paragraph 1 of the Agreement (the definition of “Earnings”) is
hereby amended (taking into account the provisions of this Amendment set forth below) by
substituting the phrase “for purposes of sections (b)(ii) and (b)(iii) of paragraph 4 of this
Agreement” therein for the phrase “for purposes of section (b)(ii) of paragraph 4 of this
Agreement”.



     2. Paragraph 4 of the Agreement is hereby amended in its entirety to read as follows:




	 	“4.	 	 The annual supplemental retirement benefit payable under this
Agreement, if any, shall be calculated as of the date of the Executive’s
termination of employment (or death, if earlier) 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), (ii) and (iii),
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;






	 	(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 but
before January 1, 2011, 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; and






	 	(iii)	 	is equal to 1.5%
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 January 1, 2011, and
(B) the sum of the years of Continuous
Service taken into account under sections
(b)(i) and (b)(ii) and this section (b)(iii)
does not exceed 10;






	 	 	 	MINUS






	 	(c)	 	the annual retirement benefit
which can be provided with the sum of (i) the balance
of the Executive’s account under the Pension Plan
attributable to




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	 	 	 	employee contributions made to such plan by the
Executive as of December 31, 2010, adjusted on and
after January 1, 2011 for its allocable share of
earnings through the date of the Executive’s
termination of employment or death, as the case may
be, and (ii) the Executive’s account balance under
the Pension Plan attributable to employer
contributions made to the Pension Plan by the
Corporation and/or its subsidiaries or affiliates on
behalf of the Executive (and earnings thereon through
the date of the Executive’s termination of employment
or death, as the case may be).”





     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 29th day of December, 2010.




	 	 	 	 	 
	 	POTASH CORPORATION OF

SASKATCHEWAN INC.

 	 
	 	By:  	/s/ Barbara Jane Irwin
 	 
	 
	 	Wayne R. Brownlee

 	 
	 	/s/ Wayne R. Brownlee	 





	 	 	 

	SIGNED SEALED AND DELIVERED in the presence of:
	 	 
	 
	 	 
	Bob Kirkpatrick 

Name of Witness

	 	 
	 
	 	 
	/s/ Bob Kirkpatrick 

Signature of Witness

	 	 







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