Fundamentals of Growth

Agrium and CF:

Growing Across the Value

Chain

April 2009

Fundamentals of Growth

2

Important Information

This

presentation

does

not

constitute

an

offer

to

exchange,

or

a

solicitation

of

an

offer

to

exchange,

common

stock

of

CF

Industries

Holdings,

Inc.

(“CF”),

nor is it a substitute for the Tender Offer Statement on Schedule TO or the Prospectus/Offer to Exchange included in the Registration Statement on Form

F-4 (including the Letter of Transmittal and related documents) (collectively, as amended from time to time, the “Exchange Offer Documents”) filed by

Agrium Inc. (“Agrium”) with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2009, as amended. The Registration Statement on

Form F-4 has not yet become effective. The offer to exchange is made only through the Exchange Offer Documents. INVESTORS AND SECURITY

HOLDERS OF AGRIUM AND CF ARE URGED TO READ THE EXCHANGE OFFER DOCUMENTS AND OTHER RELEVANT MATERIALS FILED

WITH THE SEC CAREFULLY IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION

ABOUT THE OFFER TO EXCHANGE.

In connection with the solicitation of proxies for the 2009 annual meeting of stockholders of CF, Agrium and its wholly-owned subsidiary North Acquisition

Co. (“North”) filed a definitive proxy statement with the SEC on April 6, 2009.  The definitive proxy statement of Agrium and North and accompanying proxy

card

have

been

mailed

to

stockholders

of

CF.

INVESTORS

AND

SECURITY

HOLDERS

OF

CF

ARE

URGED

TO

READ

THE

PROXY

STATEMENT

AND

OTHER

RELEVANT

MATERIALS

CAREFULLY

IN

THEIR

ENTIRETY

AS

THEY

BECOME

AVAILABLE

BECAUSE

THEY

WILL

CONTAIN

IMPORTANT INFORMATION.

Copies of any documents filed by Agrium with the SEC are available free of charge through the web site maintained by the SEC at www.sec.gov, by calling

the SEC at telephone number 800-SEC-0330 or by directing a request to the Agrium Investor Relations/Media Department, Agrium Inc, 13131 Lake Fraser

Drive S.E., Calgary, Alberta, Canada T2J 7E8.  Free copies of any such documents can also be obtained by calling Georgeson Inc. toll-free at (866) 318-

0506.

Agrium, North, their respective directors and executive officers

and certain other persons are deemed to be participants in the solicitation of proxies from

CF stockholders for CF’s 2009 annual meeting of stockholders. Information regarding such participants and a description of their direct and indirect

interests in such solicitation, by securities holdings or otherwise, is contained in the definitive proxy statement filed by Agrium and North with the SEC on

April 6, 2009.

Agrium, North, their respective directors and executive officers

and certain other persons are deemed to be participants in any solicitation of proxies from

CF’s stockholders in respect of the proposed transaction with CF. Information regarding Agrium’s directors and executive officers is available in its

management proxy circular dated April 3, 2009 relating to the annual general meeting of its shareholders to be held on May 13, 2009. Other information

regarding potential participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be

contained in any proxy statement filed in connection with the proposed transaction.

All information in this presentation concerning CF, including its business, operations and financial results, was obtained from public sources. While Agrium

has

no

knowledge

that

any

such

information

is

inaccurate

or

incomplete,

Agrium

has

not

had

the

opportunity

to

verify

any

of

that

information.

Fundamentals of Growth

3

Certain statements and other information included in this presentation constitute “forward-looking information” within the meaning of applicable Canadian

securities legislation or “forward-looking statements” (together, “forward-looking statements”).  All statements in this presentation, other than those relating

to historical information or current condition, are forward-looking statements, including, but not limited to, estimates, forecasts and statements as to

management’s expectations with respect to, among other things, business and financial prospects, financial multiples and accretion estimates, future

trends, plans, strategies, objectives and expectations, including with respect to future operations following the proposed acquisition of CF. These forward-

looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ

materially from such forward-looking statements.  Events or circumstances that could cause actual results to differ materially from those in the forward-

looking statements, include, but are not limited to, CF’s failure to accept Agrium’s proposal and enter into a definitive agreement to effect the transaction,

Agrium common shares issued in connection with the proposed acquisition may have a market value lower than expected, the businesses of Agrium and

CF, or any other recent business acquisitions, may not be integrated successfully or such integration may be more difficult, time-consuming or costly than

expected, the expected combination benefits and synergies and costs savings from the Agrium/CF transaction may not be fully realized or not realized

within the expected time frame, the possible delay in the completion of the steps required to be taken for the eventual combination of the two companies,

including the possibility that approvals or clearances required to be obtained from regulatory and other agencies and bodies will not be obtained in a timely

manner or will be obtained on conditions that may require divestiture of assets expected to be acquired, disruption from the proposed transaction making it

more difficult to maintain relationships with customers, employees and suppliers, general business and economic conditions, interest rates, exchange rates

and tax rates, weather conditions, crop prices, the supply, demand and  price level for our major products, gas prices and gas availability, operating rates

and production costs, domestic fertilizer consumption and any changes in government policy in key agriculture markets, including the application of price

controls and tariffs on fertilizers and the availability of subsidies or changes in their amounts, changes in development plans, construction progress, political

risks, including civil unrest, actions by armed groups or conflict, governmental and regulatory requirements and actions by governmental authorities,

including changes in government policy, changes in environmental, tax and other laws or regulations and the interpretation thereof and other risk factors

detailed from time to time in Agrium and CF’s reports filed with the SEC.  Agrium disclaims any intention or obligation to update or revise any forward-

looking statements in this presentation as a result of new information or future events, except as may be required under applicable U.S. federal securities

laws or applicable Canadian securities legislation.

These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends,

current conditions and expected future developments as well as other factors we believe are appropriate in the circumstances. Expected future

developments are based, in part, upon assumptions respecting our ability to successfully integrate the businesses of Agrium and CF, or any other recent

acquisitions.

All of the forward-looking statements contained herein are qualified by these cautionary statements and by the assumptions that are stated or inherent in

such forward-looking statements. Although we believe these assumptions are reasonable, undue reliance should not be placed on these assumptions and

such forward-looking statements. The key assumptions that have been made in connection with the forward-looking statements include, but are not limited

to, CF’s acceptance of Agrium’s proposal and the entering into of a definitive agreement to effect the proposed transaction, closing the proposed

transaction, the market value of Agrium common shares issued in connection with the proposed acquisition, our ability to successfully integrate within

expected time frames and costs, and realize the expected combination benefits and synergies and costs savings from the combination of the businesses of

Agrium and CF, or any other recent business acquisitions, and our ability to maintain relationships with customers, employees and suppliers during the

course of the proposed transaction.

Forward-Looking Statements

Fundamentals of Growth

4

•

We are offering significant value to CF stockholders and

creating value for Agrium

•

We are determined to acquire CF and we are prepared to

consider increasing our bid if CF would only engage with us

•

We need your help to send a strong message to CF's Board

and management to bring them to the table

Presentation Messages

Fundamentals of Growth

5

Withhold Vote Campaign

Fundamentals of Growth

6

•

CF restructured its offer for Terra for the sole purpose of eliminating

a CF stockholder vote on the Terra deal

–

CF exercised its discretion to do an end-run around its stockholders and has

taken away their vote

–

We believe this highlights CF’s concern that they would lose a vote

–

Even as restructured, CF’s proposed structure could violate NYSE Rule

312.03(b) regarding the need to hold a stockholder vote

•

CF has refused to engage with Agrium

–

Despite our expressed willingness to increase Agrium’s offer if CF were to

engage in discussions and demonstrate additional value

•

Significant CF stockholders have expressed their preference to

receive a premium from Agrium rather than pay a premium for Terra

–

Current CF trading levels indicate investor support for an Agrium / CF

combination

–

Conversations with certain CF stockholders confirm this support

We Believe CF is Ignoring Interests of its

Stockholders

Fundamentals of Growth

7

•

Three CF directors standing for re-election at CF’s annual meeting

on April 21

•

Agrium filed a definitive proxy on April 6 with the SEC and is

actively soliciting proxies from CF stockholders to withhold their

votes on election of CF directors

•

Significant withhold vote percentage will send a clear and strong

message to CF Board and management

We Urge CF Stockholders to Withhold Their

Votes

OUR WITHHOLD VOTE CAMPAIGN ALLOWS CF STOCKHOLDERS TO

RESTORE THEIR VOICE AND URGE THE CF BOARD AND MANAGEMENT TO

ENGAGE IN DISCUSSIONS WITH US

Fundamentals of Growth

8

Transaction Highlights

We believe our transaction offers the following:

•

Compelling value for CF stockholders

–

Significant premium

–

Flexibility to elect desired form of consideration (subject to proration)

•

Strong strategic fit

–

Continues Agrium’s growth and diversification across the value chain

–

Complementary wholesale production and distribution

–

Creates leading global nitrogen producer

–

Creates leading North American phosphate producer

•

Significant synergy realization opportunity

•

Strong record of growth and successful integration of acquisitions

•

Increased scale and preservation of balance sheet strength

Fundamentals of Growth

9

30

40

50

60

70

$80

02-Jan-09

29-Jan-09

25-Feb-09

27-Mar-09

Significant Premium to CF Stockholders

48%

$50.60

30 day VWAP

48%

$50.47

60 day VWAP

40%

$53.63

10 day VWAP

35%

$55.58

Feb 24, 2009

39%

$53.75

5 day VWAP

Premium

(1)

(1)

Based on value of mixed consideration and Agrium share price as of Mar 26

(2)

Based on value of mixed consideration and Agrium share price as of Feb 24

•

Spread between Agrium’s offer and CF’s share price has averaged 1.4%

since announcement which indicates:

–

Investors supportive of Agrium/CF combination

–

Market implies transaction is likely to be consummated

$72.00

Initial

Offer

(2)

$74.90

Revised

Offer

(1)

Initial

Agrium

Offer

Revised

Agrium

Offer

Fundamentals of Growth

10

•

CF stock has traded up significantly due to Agrium’s offer

–

Minimal

impact

from

Terra

offer

–

CF

performed

in

line

with

peers

post-announcement

•

Trading 39% over the fertilizer peers since date of Terra Offer (Jan. 15)

Significant Premium to CF Stockholders

(1)

Global Fertilizer Peers include: Yara, Mosaic, Potash, Intrepid, ICL and K+S. ICL and K+S

converted to US$ at daily exchange rates

(2)

CF

actual

share

price

at

Jan

15

of

$47.23

grown

at

16%

to

Apr

9,

consistent

with

Global

Fertilizer Peers growth over same period

Market trading data as of Apr 9, 2009

60%

80%

100%

120%

140%

160%

15-Jan-09

4-Feb-09

25-Feb-09

27-Mar-09

CF Actual,

Jan 15:

$47.23

CF Actual:

+55%; $73.03

Global Fertilizer

Peers

(1)

:

+16%; Implied

Unaffected CF

Share Price

(2)

$54.81

Initial

Agrium

Offer

Revised

Agrium

Offer

S&P500:

+2%

Fundamentals of Growth

11

Compelling Valuation

(1)

Steve Wilson, CF analyst conference call, Mar 23, 2009

(2)

Bloomberg consensus EBITDA estimates

(3)

Capital IQ

•

CF says that their offer for Terra is “full and fair value”

(1)

and at the

same time claims Agrium’s offer is “grossly inadequate”

•

Yet, Agrium is offering a 39% greater multiple for CF than CF is

offering for Terra

–

4.6x

vs.

3.3x

2010E

EBITDA

(2)

using

CF’s

unaffected

share

price

adjusted

to

exclude the effects of Agrium’s offer

–

Agrium

is

trading

at

4.7x

consensus

2010E

EBITDA

(2)

–

Agrium has traded on average 54% higher EV / LTM EBITDA than CF since its

IPO

(3)

Fundamentals of Growth

12

Offer Provides Flexibility to CF Stockholders

•

Over 50% of the consideration being offered for CF is in the form of

stock

–

Agrium’s offer presents CF stockholders with a unique opportunity for

significant long-term value while providing liquidity for those wishing to sell

their CF shares at an attractive price

–

Opportunity to participate in further upside in fertilizer stocks and the

realization of significant synergies associated with the combination

–

CF

stockholders

can

elect

which

form

of

consideration

they

would

prefer

to

receive (subject to proration)

•

CF stockholders will benefit from holding shares in a company

with a more diverse product and revenue mix

Fundamentals of Growth

13

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

Agrium 2005

Agrium 2008

Combined Agrium/CF

Continues Agrium’s Growth Across the Value

Chain

2008 EBITDA:

$2.3 billion

Combined EBITDA:

$3.7 billion

* Agrium amounts reported in Canadian GAAP, and CF amounts reported in U.S. GAAP,      

EBITDA for Wholesale products allocated proportionately based on gross profit

2005 EBITDA:

$646 million

•

CF stockholders benefit from greater leverage to a larger more diverse

wholesale business, including access to high margin potash business

•

Provides CF with the stability of Agrium’s Retail and Advanced Technology

businesses

Synergies

Phosphate CF

Nitrogen CF

Phosphate

Agrium

Nitrogen Agrium

Potash Agrium

AAT & Other

Retail

Fundamentals of Growth

14

Broader more Stable Cash Flows and

Growth

•

Agrium

has

historically

traded

at

a

premium

multiple

to

CF

due

to

our superior product and business mix

–

Average 8.8x for Agrium vs. 5.7x for CF (LTM EV/EBITDA) since CF’s IPO

in Aug. 2005

(1)

–

Industry analysts give Agrium’s Retail, Potash and Advanced Technologies

businesses a higher EV/EBITDA multiple than nitrogen

•

Retail

and

Potash

2-3

multiple

points

higher

than

nitrogen

(2)

•

Affords Agrium opportunities to make acquisitions throughout

the cycle

–

Strong credit profile and lower cost of capital from broader and

more

stable cash flow businesses

The fertilizer industry analyst at Morgan Stanley (CF’s financial advisor),

stated “we view Agrium as the company best positioned to take

advantage of secular, sustainable growth across the entire value

chain…

(3)

”

(1) Capital IQ

(2) Morgan Stanley

(3) Morgan

Stanley

Research,

“We

Still

Haven’t

Seen

Peak

Earnings”

September

4,

2008

Fundamentals of Growth

15

Agrium’s Superior Wholesale Margins

•

Agrium has consistently achieved higher Wholesale margins than CF partly due to better

quality assets and asset mix

–

Agrium’s average nitrogen and phosphate margins are significantly higher than CF’s

–

Agrium’s total average margins are 11 percent higher than CF’s for 2005-2008

Source: Company reports, 2005 to 2008

Wholesale Gross Margin Comparison

32%

19%

31%

38%

11%

7%

24%

31%

0%

20%

40%

60%

2005

2006

2007

2008

Agrium Wholesale Margins

CF  Margins

Fundamentals of Growth

16

Urea and DAP Prices Reached Record

Levels in 2008

•

CF’s reliance on short-lived peak 2008 nitrogen and phosphate prices for 

current and future valuations are unrealistic and irrelevant

•

Current nitrogen and phosphate prices are NOT at the bottom of the cycle

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

Urea

DAP

Current    10yr Average

Nitrogen

(1)

Price     

$315             $200

Phosphate

(2)

price  

$350             $210

(1) Green Markets, NOLA Urea, 1998-2007

(2) Green Markets , Central Florida DAP, 1998-2007

Fundamentals of Growth

17

Synergy Opportunities

•

Anticipate annual synergies of approximately $150 million from

Agrium/CF combination

–

Phased realization over three years

•

Synergies expected through

–

SG&A reductions

–

Procurement of plant materials, equipment and logistics services

–

Efficiencies in sales, marketing and distribution

•

We believe the transaction will be accretive to both earnings per share

and cash flow in 2010, significantly accretive in subsequent years

Fundamentals of Growth

18

•

Agrium

has

invested

$3.4

billion

in

9

acquisitions

over

the

past

five

years

and achieved synergies greater than announced

•

Agrium

has

completed

17

acquisitions

and

growth

initiatives

in

the

past

16

years

•

In contrast, CF has announced a single acquisition of approximately $25

million since their IPO and has no track record of growth, integrating

acquisitions and realizing synergies

Strong Record of Growth and Successful

Integration of Acquisitions

(1) 2008 Combined results include full year revenue for AGU and UAP by segment

0

3,000

6,000

9,000

12,000

15,000

18,000

AGU

CF

AGU with

Royster

CF

AGU

CF

AGU with

UAP

CF

AGU with

UAP and CF

CF

2005

2006

2007

Wholesale

AAT

Retail

2008

Combined

2008

(1)

(1)

Agrium’s

Strategic

Expansions

to Base

CF

Fundamentals of Growth

19

Agrium is Committed to Acquiring CF

•

CF continues to ignore our repeated offers to engage with us, despite

our willingness to consider further increases in our bid 

–

Offer for CF made within 24 hours of securing the $1.4 billion of financing

•

Significant costs incurred to date by Agrium

–

Bank commitment and legal/advisor fees

–

Extensive management time and resources

–

Strategic toe-hold of ~$65 million, the value of which is at risk if our bid for CF is

unsuccessful

•

Would consider increasing our offer further to reflect additional value

CF can demonstrate from the combination

•

Withhold vote provides CF shareholders an opportunity to send a

message to CF’s board

–

Preference to receive a premium than pay a premium for Terra

–

Disappointment that offer for Terra restructured to take away shareholder vote

–

Encourage CF to engage with Agrium

Fundamentals of Growth

Agrium and CF:

Growing Across the Value

Chain

April 2009

Fundamentals of Growth

21

Background

•

Agrium files exchange offer to acquire CF (3/16)

–

Disclosed 2.6% toe-hold position established in February

Mar 15

•

CF files 14D-9 (3/23)

•

Agrium increases offer to acquire CF (3/27)

–

$35.00 in cash plus 1 Agrium share

–

Launches withhold vote campaign; files preliminary proxy

–

Announces that shortly after 2/25 initial proposal it had commenced

informal discussions with FTC; formal HSR filing on 3/24

•

CF restructures collar; claims value of revised offer increased

to $30.50; unaffected

(1)

price of CF shares would suggest

otherwise (3/23)

•

Terra Board rejects CF’s revised proposal (3/24)

Mar 22

•

CF Board rejects Agrium’s proposal (3/9)

•

CF amends proposal to acquire Terra (3/9)

–

Introduces collar; claims value of revised offer increased to $27.50;

unaffected

price

(1)

of

CF

shares

would

suggest

otherwise

–

Restructured offer to include non-voting preferred stock

•

Attempting to circumvent CF stockholder vote

•

Potentially in contravention of NYSE voting rules

•

Terra Board rejects CF’s revised proposal (3/11)

•

CF launches proxy contest to elect three directors to Terra

Board (3/12)

Mar 8

•

CF Board rejects Agrium’s revised offer (3/29)

•

Agrium files amended exchange offer to acquire CF (3/30)

Mar 29

•

Agrium announces proposal to acquire CF (2/25)

–

$31.70 in cash plus 1 Agrium share

–

Fully-committed financing

•

CF files exchange offer to acquire Terra (2/23)

–

Extensive conditionality

Feb 22

•

Terra Board rejects CF’s offer (3/5)

Mar 1

•

CF announces proposal to acquire Terra (1/15)

–

100% stock transaction, $20.00/share

–

Transaction subject to CF stockholder vote under NYSE rules

CF / Terra

Jan 11

Agrium / CF

Week

(1)

Implied

value

of

CF

offer

for

Terra

of

$24.88

equal

to

CF

actual

share

price

at

Jan

15 of $47.23 grown at 16% to Apr 9, consistent with Global Fertilizer Peers growth

over

same

period

(reference

slide

10),

subject

to

high

collar

of

0.4539

CF

shares

per Terra share

Fundamentals of Growth

22

Compelling Valuation

(1)

Steve Wilson, CF analyst conference call, Mar 23, 2009

(2)

Bloomberg consensus EBITDA estimates

(3)

As of market close on Apr 9, 2009

(4)

Based

on

CF

actual

share

price

of

$47.23

at

Jan

15

growth

at

16%

to

Apr

9,

consistent

with

Global

Fertilizer Peers over same period (reference slide 10)

(5)

$31.70 cash, one Agrium share at $40.30, as at Feb 24, 2009

(6)

$35.00 cash, one Agrium share at  $39.90 as at Mar 26, 2009

(7)

$35.00 cash, one Agrium share at $38.47, as at Apr 9, 2009

(8)

CF Bid for Terra of $30.50 as at Apr 9, subject to collar of minimum 0.4129 and maximum 0.4539 CF

shares per Terra share

(9)

Based on CF actual share price of $47.23 at Jan 15 growth at 5% to Mar 20 (the trading day prior to CF’s

current bid), consistent with Global Fertilizer Peers over same period (reference slide 10)

•

CF

says

that

their

offer

for

Terra

is

“full

and

fair

value”

(1)

and

at

the

same

time

claims Agrium’s offer is “grossly inadequate”

•

Yet,

Agrium

is

offering

a

39%

greater

multiple

for

CF

than

CF

is

offering

for

Terra

–

4.6x

vs.

3.3x

2010E

EBITDA

(2)

using

CF’s

unaffected

share

price

adjusted

to

exclude

the

effects of Agrium’s offer

–

Agrium

is

trading

at

4.7x

consensus

2010E

EBITDA

(2)

–

Agrium has traded on average 54% higher EV / LTM EBITDA than CF since its IPO (see pg

14,

Average

8.8x

for

Agrium

vs.

5.7x

for

CF

(LTM

EBITDA)

since

CF’s

IPO

in

Aug.

2005)

Current Trading

(3)

Agrium / CF Bid

CF / Terra Bid

Agrium

CF Industries

CF

Unaffected

(4)

Initial Bid

(5)

Revised Bid

(6)

Current Bid

(7)

Current Bid

(8)

Unaffected

Bid at Ann.

(9)

Current

Unaffected

Bid

(4)

Premium to Jan 15

52%

59%

56%

87%

38%

53%

Premium to Feb 24

30%

35%

32%

Multiple of EBITDA

LTM

3.5x

2.4x

1.6x

2.6x

2.7x

2.7x

2.5x

1.7x

1.9x

2009E

(2)

4.7x

4.4x

3.0x

4.3x

4.5x

4.4x

4.4x

2.9x

3.4x

2010E

(2)

4.7x

4.5x

3.1x

4.5x

4.7x

4.6x

4.4x

2.9x

3.3x