PotashCorp Prices Offering of US $500 Million of 7-Year Notes and US $500
Million of 30-Year Notes

Symbol: POT

Listed: TSX, NYSE

SASKATOON, Nov. 22 /CNW/ - Potash Corporation of Saskatchewan Inc. (PotashCorp) today announced that it has priced an offering of US $500 million aggregate principal amount of 3.25 percent notes due December 1, 2017 and US $500 million aggregate principal amount of 5.625 percent notes due December 1, 2040.

BofA Merrill Lynch, Goldman, Sachs & Co., Morgan Stanley, RBC Capital Markets and Scotia Capital are acting as joint book-running managers of the offering. BMO Capital Markets, HSBC, Jefferies & Company, Rabo Securities, UBS Investment Bank, CIBC and Mitsubishi UFJ Securities are acting as co-managers of the offering.

PotashCorp intends to use the net proceeds from the offering for general corporate purposes, including repurchases of its common shares pursuant to its US $2.0 billion share repurchase program announced on November 16, 2010. The offering is expected to close on November 30, 2010, subject to customary closing conditions.

The offering is being made under an automatic shelf registration statement filed with the Securities and Exchange Commission on June 28, 2010. This announcement is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the notes will be made exclusively by means of a prospectus and prospectus supplement.

Copies of the preliminary and final prospectus supplements relating to the offering may be obtained by contacting BofA Merrill Lynch, Prospectus Department, 100 W 33rd St., 3rd Floor, New York, NY, 10001, telephone: [phone], email: [email protected]; Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY, 10282, telephone: [phone], facsimile: 212-902-9316, email: [email protected]; or Morgan Stanley, Prospectus Department, 180 Varick Street, New York, NY, 10014, telephone: [phone].

Potash Corporation of Saskatchewan Inc. is the world's largest fertilizer enterprise by capacity producing the three primary plant nutrients and a leading supplier to three distinct market categories: agriculture, with the largest capacity in the world in potash, third largest in each of nitrogen and phosphate; animal nutrition, with the world's largest capacity in phosphate feed ingredients; and industrial chemicals, as the largest global producer of industrial nitrogen products and the world's largest capacity for production of purified industrial phosphoric acid. PotashCorp's common shares are listed on the Toronto Stock Exchange and the New York Stock Exchange.

This release contains forward-looking statements or forward-looking information (forward-looking statements). These statements are based on certain factors and assumptions including expectations regarding foreign exchange rates, results of operations, business prospects, growth, evaluations and opportunities and effective income tax rates. While the company considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Several factors could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to: fluctuations in supply and demand in fertilizer, sulfur, transportation and petrochemical markets; changes in competitive pressures, including pricing pressures; the recent global financial crisis and conditions and changes in credit markets; the results of sales contract negotiations with China and India; timing and amount of capital expenditures; risks associated with natural gas and other hedging activities; changes in capital markets and corresponding effects on the company's investments; changes in currency and exchange rates; unexpected geological or environmental conditions, including water inflow; strikes and other forms of work stoppage or slowdowns; changes in and the effects of, government policy and regulations; and earnings, exchange rates and the decisions of taxing authorities, all of which could affect our effective tax rates. Additional risks and uncertainties can be found in our Form 10-K for the fiscal year ended December 31, 2009 under captions "Forward-Looking Statements" and "Item 1A - Risk Factors" and in our other filings with the US Securities and Exchange Commission and Canadian provincial securities commissions. Forward-looking statements are given only as at the date of this release and the company disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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For further information: Investors: Denita Stann, Senior Director, Investor Relations, Phone: [phone], Fax: [phone], Email: [email protected]; Media: Bill Johnson, Director, Public Affairs, Phone: [phone], Fax: [phone], Email: [email protected]