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Mr. Mike Wilson, President and Chief Executive Officer of Agrium Inc. presented at the BMO Capital Markets Agriculture, Protein & Fertilizer Conference in New York on May 14, 2009 at 3:30 p.m. ET. A copy of the slides for such presentation follows.

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Fundamentals of Growth Agrium: Growing Across the Value Chain May 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. 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 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 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 Forward-Looking Statements Certain statements and other information included in this presentation constitute “forward-looking information” within the meaning of applicable Canadian securities legislation or constitute “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.

Fundamentals of Growth 4 * 2008 actual results include UAP contributions from date of acquisition (May 5, 2008) Distribution & Storage Growers Agrium Retail: $5.5-billion sales* Advanced Technologies: Leader in Specialty Fertilizers $350-million sales Growers Turf, Home, Garden Agrium Wholesale: $4.7-billion sales Nitrogen, Potash,  Phosphate & Sulphate Distribution & Storage Industrial Customers Retail Customers Purchase for Resale Potash expansion CMF distribution MOPCO investment Royster, ConAgra, ADM retail, and UAP Hanfeng, Pursell, NuGro, ESN CF Acquisition Agrium’s Growth Across the Value Chain

Fundamentals of Growth 5 • Invested approximately $3.4B in past 5 years and achieved synergies greater  than announced • Agrium has completed 9 acquisitions in 4 years and other growth initiatives across the value chain Strong Record of Growth & 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) Expanded base business

Fundamentals of Growth 6 25% 29% 17% 26% Retail Potash Phosphate Nitrogen 3% Advanced Technologies 2008 EBITDA by Business Unit & Product 2% PFR and Other 1%

Fundamentals of Growth 7 Largest North American Agricultural Retailer • UAP acquisition boosts net sales to over $5-billion • Well balanced portfolio of seed, fertilizer, crop protection products, and application services • $560-million 2008 EBITDA • Over 800 North American retail centers 40% Crop Nutrients Crop Protection Seed 5% 2008 Agrium Retail Gross Profit* 44% *Includes UAP contributions from May 2008 Other Application 3% 8%

Fundamentals of Growth 8 • Addition of approximately 380 locations nearly doubles Agrium’s retail business • Increases geographic presence in key U.S. plains area as well as Texas and Florida • Further geographic, crop and product diversity • Decreases exposure to regional weather patterns Agrium Retail Locations UAP Retail Locations States with significant expansion to Agrium’s retail footprint wheat and potatoes fruits and vegetables corn soybeans cotton wheat UAP Acquisition Expands Diversity & Scale

Fundamentals of Growth 9 • Anticipate annual synergies of approximately $115-million, phased realization: • ~ $80-million in 2009 • ~ $115-million in 2010 and beyond • Synergies achieved through • Benefit from UAP’s expertise on crop protection procurement • Procurement of crop nutrients and combining seed business • Significantly expand private label crop protection lines at Agrium • Reduction in SG&A expenses *Based on expected UAP 2008 calendar year EBITDA Significant UAP Synergies

Fundamentals of Growth 10 1) Last 12 month EBITDA from UAP as of February 24, 2008 as disclosed in UAP’s public disclosure documents 2) Compounded Annual Growth Rate was accomplished without an increase in the number of retail centers between 1999 and 2005 * 2001 excludes negative impact of the Argentine currency devaluation, * 2002 excludes an estimate of one-time benefit of Argentine currency devaluation of US$15-million Retail EBITDA (US$ millions) $0 $100 $200 $300 $400 $500 $600 1999 2000 2001* 2002* 2003 2004 2005 2006 2007 2008 Base business 2007 Royster Synergies Combined (1) UAP base business Future expected UAP synergies Agrium’s Retail Transformation

Fundamentals of Growth 11 • Leader in environmentally friendly specialty products, broad mix of products marketed to: Turf, Ornamental, Greenhouse, High Value Specialty Crops, Lawn and Garden • High and stable margins on controlled release products • ESN® is Agrium’s patented controlled-release product for major crops, capacity expansion to 160,000 tonnes • Equity position (19.6%) in Hanfeng (HF.TO), a leading producer of value-added fertilizer in China, provides Agrium with: 1. geographic & product diversity 2. window into China 3. opportunity to participate in future joint ventures in China Advanced Technologies

Fundamentals of Growth 12 Wholesale Advantages Potash (K) Nitrogen (N) Phosphate (P) Purchase for Resale (PFR) - 2.1 mmt low cost production capacity - Diverse global/NA customer base - Over 5.0 mmt production capacity - Natural gas and in-market advantages - Diversified global production assets - Over 1.0 mmt production capacity - Two integrated facilities with in-market and cost advantages - Optimizes our extensive distribution and marketing capabilities - CMF acquisition enhances annual PFR volumes by 2.5 mmt

Fundamentals of Growth 13 • Potash Capacity of 2.1 mmt • Market Advantages – Market internationally through Canpotex – Strong margins • Cost Advantages – Low-cost production Potash Facility Potash Markets % Sales* NA sales                54%  International          46% *2-Year Average Sales Volumes Internationally Competitive Potash

Fundamentals of Growth 14 Agrium Wholesale Production and Distribution Potash Production Phosphate Mine Phosphate Production Nitrogen Production Granulation Production Storage Magellan Pipeline South America Africa/Middle East North America * Profertil S.A. is 50 percent owned by Agrium Inc. and 50 percent owned by Repsol YPF, S.A. in Argentina ** 26 percent interest in MISR Oil Processing Company, S.A.E. (MOPCO) in Egypt. *** 70 percent equity position in Common Market  Fertilizers S.A. (CMF) in Europe. Damietta Egypt (MOPCO)** Bahia Blanca, Argentina (Profertil S.A.) * San Nicolas Import Terminal (Profertil S.A.)* Agrium Europe Common Market Fertilizers S.A. (CMF)***

Fundamentals of Growth 15 Agrium and CF Production and Distribution Potash Production Phosphate Mine Phosphate Production Nitrogen Production Granulation Production Storage Magellan Pipeline Phosphate Mine Phosphate Production Nitrogen Production Storage Valero Pipeline South America Africa/Middle East North America Damietta Egypt (MOPCO)** Bahia Blanca, Argentina (Profertil S.A.) * San Nicolas Import Terminal (Profertil S.A.)* Agrium CF Europe Common Market Fertilizers S.A. (CMF)*** * Profertil S.A. is 50 percent owned by Agrium Inc. and 50 percent owned by Repsol YPF, S.A. in Argentina ** 26 percent interest in MISR Oil Processing Company, S.A.E. (MOPCO) in Egypt. *** 70 percent equity position in Common Market  Fertilizers S.A. (CMF) in Europe.

Fundamentals of Growth 16 Our Offer For CF Industries

Fundamentals of Growth 17 Our Offer for CF • We are determined to acquire CF, creating significant value for both CF and Agrium stockholders • Our $85.20 offer for CF is a 55% premium to their unaffected stock price, adjusting for net cash, well above precedent transactions since credit crisis • Cash or stock election provides opportunity to receive 24% ownership in Agrium’s broader, more balanced portfolio of products and reinvest significant cash portion • Our bid provides far superior value for CF stockholders compared with any alternative articulated by CF, including remaining independent or paying a premium for Terra

Fundamentals of Growth 18 Estimated CF Unaffected Stock Price of Approximately $61 • CF Share Price Less Net Cash Per Share 1 CF Net Cash on Balance Sheet as of 31-Dec-2008 was $12.38 per fully diluted share.  CF’s Net Cash on Balance Sheet as of 31-Mar-2009 was $16.64 per fully diluted share. The implied Cash generation over the quarter of $4.26 is embedded in the operating asset value growth – Cash generation potential is embedded in stock price appreciation. 2 Based on peer group of Mosaic, Potash Corp, Intrepid Potash, Israel Chemicals, K+S, and Yara. • CF had $12.38 per share in net cash on January 15th – This cash is worth no more today than it was in January • The peer group price increase of 39% since January 15th is affected by M&A activity, influencing the market’s perception of the value of fertilizer operating assets • Growing CF’s operating asset value per share by 39% and adding back net cash per share results in an implied CF unaffected share price of $60.88 $ 0 $ 10 $ 20 $ 30 $ 40 $ 50 $ 60 $ 70 CF Share Price on 15-Jan, 1-Day Prior to Terra Offer CF Implied Current Unaffected Price: Operating Asset Value Grown at Peer Group Price Performance Implied Operating Asset Value Per Share CF Net Cash Per Fully Diluted Share $ 47.23 $ 60.88 29 % 39 % Peer Group Price Increase Since 15-Jan Implied Unaffected CF Price Performance $16.64 of Net Cash Today¹ 2

Fundamentals of Growth 19 55% Premium to Cash-Adjusted CF Unaffected Stock Price 1 Based on mixed consideration of Agrium’s offer as of 8-May-2008. $ 0 $ 10 $ 20 $ 30 $ 40 $ 50 $ 60 $ 70 $ 80 $ 90 Unaffected CF Stock Agrium Offer Implied Operating Asset Value Per Share CF Net Cash Per Fully Diluted Share $ 60.88 $ 85.20 40 % 55 % Implied Cash- Adjusted Premium Today Implied Stock Price Premium 1

Fundamentals of Growth 20 – 5.3x vs. 3.9x 2010E EBITDA (1) using CF’s unaffected share price adjusted to exclude the effects of Agrium’s offer – Agrium has traded on average 53% higher EV/LTM EBITDA than CF since its IPO (8.7x compared to 5.7x) (2) due to Agrium’s superior diversification across products, businesses and regions – Agrium's revised offer implies a higher transaction multiple for CF than Agrium’s current trading multiple (1) (1) Bloomberg consensus 2010 EBITDA estimates; Agrium’s EV/EBITDA multiple is 5.1X (2) Capital IQ (3) $40.00 cash, one Agrium share using the closing price of $45.20 on May 8, 2009 (4) CF actual share price at Jan 15 of $47.23 less net cash of $12.38 per CF share, grown at 39% to May 8, consistent with Global Fertilizer Peers (Yara, Mosaic, Potash, Intrepid, ICL and K+S; ICL and K+S converted to US$ at daily exchange rates)        over same period, plus original net cash of $12.38 per CF share • Valuation should be considered in context of expected performance – Trailing EBITDA multiples irrelevant given short-lived spike in commodity prices in 2008 – Precedent transactions need to be analyzed in context of the market environment Agrium / CF vs. CF / Terra $85.20 $27.63 3.9x 5.3x Current Offer Current Unaffected Offer Agrium / CF Compelling Valuation CF / Terra (4) (3) • Agrium’s revised offer provides a 36% greater EBITDA multiple for CF than CF is offering for Terra (1)

Fundamentals of Growth 21 Conclusion • We are determined to acquire CF – We have raised our offer twice, to a premium of 55% • Our bid provides far superior value for CF stockholders compared with any alternative articulated by CF • Assertions that we are not serious are not credible • Current arb spread reflects concern that CF’s Board will continue standoff and not engage • CF stockholders need to deliver a strong message to CF's Board that they want CF to engage and negotiate with Agrium

Fundamentals of Growth The Future is Promising

Fundamentals of Growth 23 76% Agrium and 24% CF Pro Forma Ownership: • $40.00 in cash and 1 Agrium share • Aggregate consideration of $2.0 billion cash and 50.2 million shares • CF shareholders may elect mixed consideration, or cash or shares, subject to proration Consideration: Committed debt facilities from Royal Bank of Canada and The Bank of Nova Scotia Financing: • Negotiation of definitive merger agreement • CF offer for Terra terminated • Receipt of regulatory and other customary approvals • Absence of any material adverse changes to CF or its business • Our ability to conduct limited confirmatory due diligence Key Conditions: • 53% to CF closing price on February 24 and 55% to cash-adjusted premium to CF’s Unaffected Stock Price1 (based on mixed consideration and $45.20 Agrium share price on May 8) • Cash component increase of $8.30, or 26% over Agrium’s initial cash component Premium: Agrium to combine with CF in a cash and stock deal Offer: Summary of Revised Offer for CF See previous slides for methodology used for estimating CF’s unaffected stock price 1

Fundamentals of Growth 24 Creates a Global Nitrogen Leader 6.7 6.4 3.4 3.4 3.4 3.0 2.3 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 Yara Combined Agrium/CF PCS Terra Agrium CF Koch Global Nitrogen Nutrient Capacity Source: British Sulphur and IFDC

Fundamentals of Growth 25 0 50 100 150 200 250 300 W. Canada NOLA (US Gulf) Ukraine W. Europe Natural Gas Other Cash Costs Freight to Port Ocean Freight Attractive Economics for North American Producers Source: Fertecon, British Sulphur, Agrium • Lower gas prices in NA and higher prices elsewhere, combined with firm nitrogen demand, result in strong NA nitrogen margins NOLA Granular Price = $265/MT $7/ MMBtu* $6 /  MMBtu $4/ MMBtu $3/ MMBtu * There have been press reports that Ukraine gas price may be reduced by 20% in the future, which would put their gas costs slightly below W. Europe but delivered cost of product would remain over $200/mt

Fundamentals of Growth 26 0 100 200 300 400 500 600 700 800 900 1,000 May- 05 Sep- 05 Jan- 06 May- 06 Sep- 06 Jan- 07 May- 07 Sep- 07 Jan- 08 May- 08 Sep- 08 Jan- 09 May- 09 Black Sea NOLA Pacific Northwest Benchmark Prices: Urea Source: Blue, Johnson & Associates, The Market, Green Markets

Fundamentals of Growth 27 Phosphate Advantages 4,307 2,370 1,673 953 775 720 376 0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 Mosaic PCS Combined Agrium/CF CF J.R. Simplot Co. Agrium Mississippi Phos Corp. North American Phosphate Nutrient Capacity Source: IFDC Worldwide Phosphoric Acid Capacity Listing by Plant, June 2008

Fundamentals of Growth 28 0 100 200 300 400 500 600 700 800 900 1,000 1,100 1,200 1,300 1,400 May- 05 Sep- 05 Jan- 06 May- 06 Sep- 06 Jan- 07 May- 07 Sep- 07 Jan- 08 May- 08 Sep- 08 Jan- 09 May- 09 Central Florida PNW Benchmark Prices: Phosphate Source: Blue, Johnson & Associates, Green Markets

Fundamentals of Growth 29 0 100 200 300 400 500 600 700 800 900 1,000 May- 05 Sep- 05 Jan- 06 May- 06 Sep- 06 Jan- 07 May- 07 Sep- 07 Jan- 08 May- 08 Sep- 08 Jan- 09 May- 09 Sask Midwest Vancouver Benchmark Prices: Potash Source: Green Markets, Blue, Johnson & Associates, Agrium

Fundamentals of Growth 30 (1) Based on value of mixed consideration and Agrium share price of $45.20 as of May 8 (2) Based on CF cash and short-term investments of $839 million less debt of $3.9 million, or $16.64 per CF share as of Mar 31, 2009   (3) CF actual share price at Jan 15 of $47.23 less net cash of $12.38 per CF share, grown at 39% to May 8, consistent with Global Fertilizer Peers (Yara, Mosaic, Potash, Intrepid, ICL and K+S; ICL and K+S converted to US$ at daily exchange rates) over same period, plus net cash of $12.38 per CF share Premiums (1) $85.20  Current offer Cash Adjusted Premiums (1,2) (3) (3) $68.56 ($85.20, less $16.64 net cash per CF share) Significant Premium to CF Stockholders 55% 76% 102% 40% 53% 68% $33.95 $38.94 $44.23 30-Day VWAP 2/24 CF Price Unaffected Price $50.60 $55.58 $60.88 30-Day VWAP 2/24 CF Price Unaffected Price

Fundamentals of Growth 31 0 200 400 600 800 1,000 1,200 $1,400 0 200 400 600 800 1,000 1,200 $1,400 CF EBITDA DAP Urea • CF’s reliance on short-lived peak 2008 nitrogen and phosphate prices for current and future valuations is unrealistic and irrelevant • Current nitrogen and phosphate prices are NOT at the bottom of the cycle – A return to cyclical commodity lows as seen pre-2004 would yield substantially lower EBITDA for CF (4) Current Nutrient Pricing Above Historical Averages (1) Average 1998 -2007 (2) Green Markets, NOLA Urea (3) Green Markets , Central Florida DAP (4) CF annual EBITDA per  CF’s filings Current    10yr Average (1) Nitrogen (2) Price $264 $200 Phosphate (3) Price $336 $210

Fundamentals of Growth 32 • Anticipate annual synergies of approximately $150 million from Agrium/CF combination, phased in over three years Consolidation of the sales, marketing and distribution systems by • utilizing Agrium’s and CF’s combined broad distribution network to reduce logistic costs • reduce total product miles shipped and optimize railcar lease costs • leverage underutilized distribution facilities Sales, Marketing and Distribution Description Source Realization of cost savings associated with • enhanced economies of scale in purchase/procurement of products and services • optimization of plant turnarounds and operating costs • reduction of duplication in product inventory and associated carrying costs • catalyst and spare parts inventory pooling • enhanced efficiencies in future capital expenditures Procurement of Plant Materials, Equipment and Logistics Services • Eliminating corporate functions and overhead reductions (e.g. headquarter consolidation) and utilizing SG&A excess capacity SG&A Costs Significant Synergies from Combination of Agrium and CF

Fundamentals of Growth 33 Source: Bloomberg. Daily trading values have been rebased to CF stock price on 15-Jan-09 (date of CF proposal for Terra) 1 AGU Current Proposal for CF: one AGU share plus $40 in cash based on AGU closing price on May 8, 2009. 2 Global Fertilizer peer group performance based on USD equivalent stock price movement since Jan 15, 2009 of Mosaic, Potash Corp, Intrepid Potash, Israel Chemicals, K+S, and Yara. Market trading data as of May 8, 2009. AGU Proposal at a Significant Premium to Historical CF Trading Values