exv10wy






Exhibit 10(y)




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 February 20, 2007 and subsequently amended on December 24, 2008 and
February 23, 2009, with William J. Doyle of Northbrook, Illinois, 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 January 1, 2011;




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




     1. Section (a) of the definition of “Earnings” in paragraph 1 of the Agreement 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. The definition of “Pension Plan” in paragraph 1 of the Agreement is hereby amended in its
entirety to read as follows:




“For purposes of this Agreement, the term “Pension Plan” means the
PCS Inc. Pension Plan and the PCS U.S. Employees’ Savings Plan, from
which the Executive is entitled to benefits by reason of his service
with the Corporation. For purposes of paragraph 4(c) hereof, (a)
the annual retirement benefit which can be provided to the Executive
under the PCS Inc. Pension Plan shall be determined based on the
Executive’s account balance under such plan as of the Executive’s
payment date under paragraph 5(b) hereof, which is attributable to
(i) employee contributions made to such plan by the Executive before
January 1, 2011, and (ii) employer contributions made by the
Corporation to such plan, each such amount to be adjusted for
earnings determined as if the contributions described in clauses (i)
and (ii) had been invested in the Over 25 Years Conservative Fund,
and (b) the annual retirement benefit which can be provided to the
Executive under the PCS U.S. Employees’ Savings Plan shall be
determined as of the payment date under paragraph 5(b) hereof as if
$503,040.07 had been invested in the Fidelity Freedom 2015 Fund
after December 31, 2004.”



 









 





     3. 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 Executive’s payment
date under paragraph 5(b) 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





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	 	(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 to the Executive under the Pension Plan on a life-only
basis.






	 	 	 	For purposes of calculating the offset amount under section (c)
above, the Corporation shall determine an actuarial equivalent
annuity offset representing the employer portion of benefits
reasonably expected to be provided under the Pension Plan, based on
reasonable actuarial equivalent factors. The exchange rate used to
convert Canadian or U.S. dollars shall be the rate in effect at noon
on the business day immediately preceding the Executive’s
termination of employment.”





     4. 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
 

	 	 
	 
	 	 	 	 	 	 
	 	 	William J. Doyle	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ William J. Doyle	 	 





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SIGNED SEALED AND DELIVERED in the

presence of:




	 	 	 

	David
R. Haverick 

Name of Witness

	 	 
	 
	 	 
	/s/ David
R. Haverick 

Signature of Witness

	 	 







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