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 11, 2000 and subsequently amended
on February 27, 2003, March 22, 2004 and February 23, 2009 (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 January 1, 2011;



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



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




	 	“6.	 	The annual supplemental retirement benefit
payable under the Supplemental Plan, if any, shall be
calculated as of the date of the executive’s termination of
employment (or death, if earlier) as follows:






	 	a.	 	the sum of i), ii) and iii),
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;
	 
	 	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 but before
January 1, 2011, 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;
and
	 
	 	iii)	 	is equal to 1.5% 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 January 1, 2011, and (B) the
sum of the years of Continuous Service taken into
account under sections (a)(i) and (a)(ii) and this
section (a)(iii) does not exceed 35;






	 	 	 	MINUS






	 	b.	 	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 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).”





     2. A new paragraph 12 is hereby added to the Supplemental Plan to read as follows:




	 	“12.	 	The Corporation has reserved
the power to amend or terminate this Agreement in whole
or in part at




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	 	 	 	any time, in its sole discretion and without the
consent of any executive, his or her beneficiary or
any other individual, except as may be otherwise
expressly provided with respect to an executive in an
applicable individual agreement.”





     3. In all other respects the Supplemental Plan remains unchanged.


IN WITNESS
WHEREOF the Corporation has executed this Amendment this 29th day of December, 2010.




	 	 	 	 	 
	 	POTASH CORPORATION OF

SASKATCHEWAN INC.

 	 
	 	By:  	/s/
Barbara Jane Irwin	 
	 	 	 	 
	 	 	 	 
	 




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