exv10wff






Exhibit 10(ff)





December 31, 2010




Mr. William J. Doyle




Re: Section 409A Compliance




Dear Bill:




     As you may know, Section 409A of the Internal Revenue Code, along with the rules,
regulations and guidance promulgated thereunder by the U.S. Department of the Treasury or the U.S.
Internal Revenue Service (collectively, “Section 409A”), has imposed rules relating to the taxation
of deferred compensation. The rules cover all non-qualified deferred compensation plans and
arrangements, including certain amounts to which you are, or may become, entitled under the
Agreement among Potash Corporation of Saskatchewan Sales Limited (“PCS Sales”), Potash Corporation
of Saskatchewan Inc. (“PCS”), and William J. Doyle (the “Executive”), dated as of December 30, 1994
(the “Agreement”). A failure to comply with the requirements under Section 409A may result in
adverse tax penalties to you, including accelerated taxation of all amounts subject to
Section 409A, a 20% income tax penalty, and possible interest penalties on such amounts (in some
cases, even if you do not actually receive the amounts).



     Notwithstanding anything in the Agreement to the contrary, the Agreement is hereby amended as
follows:




	1.	 	Compliance with Section 409A. The parties intend that any amounts payable under the
Agreement, and PCS Sales’, PCS’, and the Executive’s exercise of authority or discretion under
the Agreement comply with the provisions of Section 409A so as not to subject the Executive to
the payment of the additional tax, interest and any tax penalty which may be imposed under
Section 409A. In furtherance thereof, to the extent that any provision of the Agreement would
result in the Executive being subject to payment of the additional tax, interest and tax
penalty under Section 409A, the parties agree to amend the Agreement if permitted under
Section 409A in a manner which does not impose any additional taxes, interest or penalties on
the Executive in order to bring the Agreement into compliance with Section 409A, without
materially changing the economic value of the arrangements under the Agreement to any of the
parties, and thereafter the parties will interpret its provisions in a manner that complies
with Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive
with respect to any income recognized by the Executive in connection with the Agreement is
guaranteed.






	2.	 	Delay for Specified Employees. Notwithstanding any provisions of the Agreement to
the contrary, if the Executive is a “specified employee” (within the meaning of Section 409A
and determined pursuant to any policies adopted by PCS Sales or PCS, as the case may be,
consistent with Section 409A) at the time of the Executive’s separation from service and if
any portion of the payments or benefits to be received by the Executive upon separation from
service would be considered deferred compensation under Section 409A and cannot be paid or
provided to the Executive without the Executive incurring taxes, interest or penalties under
Section 409A, amounts that would otherwise be payable




 









 






	 	 	pursuant to the Agreement and benefits that would otherwise be provided pursuant to the
Agreement, in each case, during the six-month period immediately following the Executive’s
separation from service will instead be paid or made available on the earlier of (i) the
first business day of the seventh month following the date of the Executive’s separation
from service or (ii) the Executive’s death.






	3.	 	Expense Reimbursement; In-Kind Benefits. With respect to any amount of expenses
eligible for reimbursement or the provision of any in-kind benefits under the Agreement, to
the extent such payment or benefit would be considered deferred compensation under Section
409A or is required to be included in the Executive’s gross income for U.S. federal income tax
purposes, such expenses (including, without limitation, expenses associated with in-kind
benefits) will be reimbursed by PCS Sales or PCS, as the case may be, in accordance with the
terms of the Agreement, but in no event later than December 31st of the year
following the year in which the Executive incurs the related expenses. In no event will the
reimbursements or in-kind benefits to be provided by PCS Sales or PCS, as the case may be, in
one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any
other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be
subject to liquidation or exchange for another benefit.






	4.	 	Additional Payments. If, under any provision of the Agreement, the Executive becomes
entitled to a payment to reimburse the Executive for all or a designated portion of the U.S.
federal, state, local, or foreign taxes imposed upon the Executive as a result of compensation
paid to the Executive by PCS Sales or PCS, as the case may be, or the amount of any additional
taxes imposed upon the Executive by reason of PCS Sales’ or PCS’, as the case may be, payment
of the initial tax, such payment will be made to the Executive in accordance with the
Agreement, but in no event later than the end of the taxable year following the taxable year
in which the Executive remits the related taxes to the taxing authority.






	5.	 	Separate Payments. Each payment under the Agreement is intended to be a “separate
payment” and not of a series of payments for purposes of Section 409A.






	6.	 	Separation from Service. A termination of employment will not be deemed to have
occurred for purposes of any provision of the Agreement providing for the payment of any
amounts or benefits subject to Section 409A upon or following a termination of employment
unless such termination is also a “separation from service” (within the meaning of Section
409A), and notwithstanding anything contained in the Agreement to the contrary, the date on
which such separation from service takes place will be the termination date for such purposes.






	7.	 	Deferral Elections. Notwithstanding any provisions of the Agreement to the contrary,
the severance payment described in Section 2.a) of the Agreement will be paid in a lump sum,
and in no event may PCS Sales, PCS, or the Executive voluntarily elect to defer any payments
or benefits provided pursuant to the Agreement that are or would be subject to Section 409A,
other than as provided by Section 409A.




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	8.	 	Excise Tax. Clause 4 of the Agreement (entitled Excise Tax) is amended and restated
in its entirety as follows:






	 	“a) 	 	Notwithstanding any other provisions in this Agreement, in the event that any
payment or benefit received or to be received by the Executive (including, without
limitation, any payment or benefit received in connection with a Change-in-Control or
the termination of the Executive’s employment, whether pursuant to the terms of this
Agreement or any other plan, program, arrangement or agreement) (all such payments and
benefits, together the “Total Payments”) would be subject (in whole or part), to any
excise tax imposed under Section 4999 of the U.S. Internal Revenue Code of 1986, as
amended (the “Code”), or any successor provision thereto (the “Excise Tax”), then,
after taking into account any reduction in the Total Payments provided by reason of
Section 280G of the Code in such other plan, program, arrangement or agreement, the
Executive’s payments and/or benefits under this Agreement will be reduced to the extent
necessary so that no portion of the Total Payments is subject to the Excise Tax (but in
no event to less than zero), in the following order:






	 	i)	 	any cash severance amount derived based upon the Executive’s
Base Salary, Average Bonus, or Target Bonus, as described in clauses 2.a).i) —
2.a).iii);
	 
	 	ii)	 	any cash severance amount derived based upon the Long-Term
Incentive Plan, as described in clause 2.a).iv);
	 
	 	iii)	 	any stock option vesting acceleration or related payments, as
described in clause 3;
	 
	 	iv)	 	any financial or outplacement counseling reimbursement, as
described in clause 2.e);
	 
	 	v)	 	any retirement benefits, as described in clause 2.c); and
	 
	 	vi)	 	any group insurance coverage reimbursement, as described in
clause 2.d)






	 	 	 	(the payments and benefits set forth in the preceding clauses 4.a).i) — 4.a).vi),
together, the “Potential Payments”); provided, however, that the
Potential Payments shall only be reduced if (A) the net amount of such Total
Payments, as so reduced (and after subtracting the net amount of federal, state,
local and foreign income taxes on such reduced Total Payments and after taking into
account the phase out of itemized deductions and personal exemptions attributable to
such reduced Total Payments) is greater than or equal to (B) the net amount of such
Total Payments without such reduction (but after subtracting the net amount of
federal, state, local and foreign income taxes on such Total Payments and the amount
of Excise Tax to which the Executive would be subject in respect of such unreduced
Total Payments and after taking into account the phase out of itemized deductions
and personal exemptions attributable to such unreduced Total Payments.




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	 	b)	 	For purposes of determining whether and the extent to which the Total Payments
will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or
enjoyment of which the Executive shall have waived at such time and in such manner as
not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall
be taken into account; (ii) no portion of the Total Payments shall be taken into
account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to
the Executive and selected by the accounting firm which was, immediately prior to the
Change-in-Control, PCS’ independent auditor (the “Auditor”), does not constitute a
“parachute payment” within the meaning of Section 280G(b)(2) of the Code (including,
without limitation, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating
the Excise Tax, no portion of such Total Payments shall be taken into account which, in
the opinion of Tax Counsel, constitutes reasonable compensation for services actually
rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the
“base amount” (as set forth in Section  280G(b)(3) of the Code) that is allocable to
such reasonable compensation; and (iii) the value of any non-cash benefit or any
deferred payment or benefit included in the Total Payments shall be determined by the
Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.
	 
	 	c)	 	At the time that payments are made under this Agreement, the Executive shall be
provided with a written statement setting forth the manner in which such payments were
calculated and the basis for such calculations, including, without limitation, any
opinions or other advice received from Tax Counsel, the Auditor, or other advisors or
consultants (and any such opinions or advice which are in writing shall be attached to
the statement). If the Executive objects to the calculations, the Executive shall be
paid such portion of the Potential Payments (up to 100% thereof) as the Executive
determines is necessary to result in the proper application of this clause 4. All
determinations required by this clause 4 (or requested by any of the parties in
connection with this clause 4) shall be at the expense of PCS. The fact that the
Executive’s right to payments or benefits may be reduced by reason of the limitations
contained in this clause 4 shall not of itself limit or otherwise affect any other
rights of the Executive under this Agreement.”





This letter agreement will constitute an amendment to the Agreement. Other than as provided
herein, all other terms and conditions of the Agreement will continue to be in full force and
effect.




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In witness whereof, the parties have executed this amendment to the Agreement as of the date first
written above.




	 	 	 	 	 
	 	PCS Sales (Canada) Inc. (as successor to

Potash Corporation of Saskatchewan Sales

Limited)

 	 
	 	By:  	/s/
Bob Kirkpatrick
	 
	 	Name:  	 
	 	 	 	 
	 
	 	Potash Corporation of Saskatchewan Inc.

 	 
	 	By:  	/s/
John W. Estey	 
	 	Name:  	 
	 	 	 	 
	 	/s/
William J. Doyle
	 
	 	William J. Doyle