POTASH
CORPORATION OF SASKATCHEWAN INC.
AMENDMENT
NO. 1 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”) is hereby amended,
effective as of January 1, 2005, as follows:
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1.
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Section 2.1 of the Plan is
hereby amended by adding, immediately after subsection (k) thereof,
a new subsection (l) to read as follows:
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“(l)
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Separation from Service
. The term
“Separation from Service” or to “Separate from
Service” means any termination of employment with the Company
and all Related Organizations for any reason; provided, however,
that no Separation from Service is deemed to occur while the
Executive is on military leave, sick leave or other bona fide leave
of absence that does not exceed six (6) months, or if longer,
the period during which the Executive’s right to reemployment
with the Company or Related Organizations is provided either by
statute or by contract. For purposes of determining whether a
Separation from Service has occurred, “Related
Organizations” shall mean the Company and any entity whose
employees, together with the employees of the Company, are treated
under Code Section 414(b) or (c) as if employed by a single
employer, except that in applying Code section 1563(a)(1), (2), and
(3) for purposes of Code section 414(b) or in applying Treas.
Reg. §1.414(c)-2 for purposes of Code section 414(c), the
language “at least 50 percent” shall be used
instead of the language “at least 80 percent” each
place it appears in such Code and regulations sections. Whenever
the Plan refers to a termination of employment, such reference
shall mean “Separation from Service.” Whether the
Executive has incurred a Separation from Service shall be
determined in accordance with the 409A Guidance.”
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2.
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Subsections (l), (m), (n),
(o) and (p) of section 2.1 of the Plan are hereby
renumbered as subsections, respectively, (m), (n), (o),
(p) and (q) thereof.
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3.
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Section 2.1 of the Plan is
hereby amended, by adding immediately after subsection
(q) thereof (i.e., the definition of “Related
Organization”), a new subsection (r) to read as
follows:
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“(r)
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Specified Employee
. The term
“Specified Employee” means a “specified
employee” within the meaning of the 409A Guidance and
determined pursuant to the identification methodology selected by
the Committee from time to time.”
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4.
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Subsection (q) of
Section 2.1 of the Plan (i.e., the definition of
“Vesting Service”) is hereby renumbered as subsection
(s) thereof.
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5.
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Section 4.3 of the Plan is
hereby amended in its entirety to read as follows:
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“ 4.3
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Timing and Manner of
Payment
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(a)
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In General . A Participant’s Benefit
under section 4.2 shall be payable in a lump sum amount as of the
annuity starting date under the Pension Plan. Notwithstanding the
foregoing, if a Participant Separates from Service after
December 31, 2004, the Participant’s Benefit under this
section 4.2 will be distributed in a lump sum amount thirty
(30) days after the Participant’s Separation from
Service, except as provided in section 4.3(c) or 5.2(b).
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(b)
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Delay for Specified
Employees .
If a Participant is a Specified Employee on the date of his
Separation from Service occurring after December 31, 2004,
payment of his vested Benefit will be made on the date that is six
(6) months after the Participant
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