Amendment No. 2 to the PCS Supplemental Retirement Plan for U.S. Executives by Potash Corporation of Saskatchewan Inc.

Summary

Potash Corporation of Saskatchewan Inc. has amended its Supplemental Retirement Plan for U.S. Executives, effective February 23, 2009. The amendment changes how monthly retirement benefits are calculated, specifically excluding certain bonus amounts from the benefit calculation if they exceed the executive's annual base pay. All other terms of the plan remain unchanged. This amendment affects how retirement benefits are determined for eligible U.S. executives under the plan.

EX-10.AA 9 o53216exv10waa.htm EXHIBIT 10(AA) exv10waa

Exhibit 10(aa)

POTASH CORPORATION OF SASKATCHEWAN INC.

AMENDMENT NO. 2 TO THE

PCS SUPPLEMENTAL RETIREMENT PLAN FOR U.S. EXECUTIVES

The PCS Supplemental Retirement Plan for U.S. Executives, effective as of January 1, 1999 (the “Plan”), as heretofore amended, is hereby further amended effective as specified herein as follows:

Section 4.2(a) of the Plan is hereby amended in its entirety to read as follows:

“(a)

is the monthly benefit that the Participant would have accrued under the Pension Plan had the monthly benefit been determined without regard to Code sections 401(a)(17) and 415; provided, however, that the accrued benefit attributable to service credited on and after July 1, 2009 shall be determined without regard to any bonus amounts paid or payable to the Executive for any calendar year under the Corporation’s annual short-term incentive plan to the extent that such amounts in the aggregate exceed the Executive’s annual base pay on which such bonus amounts were based.”

2.		In all other respects the Plan remains unchanged.

		EXECUTED on this 23 day of February, 2009.


	POTASH CORPORATION OF SASKATCHEWAN INC.
		/s/ Barbara Jane Irwin
	By:	/s/ John W. Estey