Corporate Development Supply Chain Sales Finance Legal Operations Human Resources Dv Sc Sa Fi Le Op Hr CF Industries NYSE: CF Investor Presentation November 2009

Certain statements contained in this presentation may constitute “forward-looking statements”. All statements in this presentation, other than those relating to historical information or current condition, are forward-looking statements. 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 statements. Risks and uncertainties relating to the proposed transaction with Terra Industries Inc. include: Terra’s failure to accept CF’s proposal and enter into definitive agreements to effect the transaction; our ability to obtain shareholder and other approvals; uncertainty of the expected financial performance of CF following completion of the proposed transaction; CF’s ability to achieve the cost-savings and synergies contemplated by the proposed transaction within the expected time frame; CF’s ability to promptly and effectively integrate the businesses of Terra and CF; and disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees or suppliers. Additional risks and uncertainties include: the relatively expensive and volatile cost of North American natural gas; the cyclical nature of our business and the agricultural sector; changes in global fertilizer supply and demand and its impact on the selling price of our products; the nature of our products as global commodities; intense global competition in the consolidating markets in which we operate; conditions in the U.S. agricultural industry; weather conditions; our inability to accurately predict seasonal demand for our products; the concentration of our sales with certain large customers; the impact of changing market conditions on our forward pricing program; the reliance of our operations on a limited number of key facilities; the significant risks and hazards against which we may not be fully insured; reliance on third party transportation providers; unanticipated adverse consequences related to the expansion of our business; our inability to expand our business, including the significant resources that could be required; potential liabilities and expenditures related to environmental and health and safety laws and regulations; our inability to obtain or maintain required permits and governmental approvals or to meet financial assurance requirements; acts of terrorism; difficulties in securing the supply and delivery of raw materials we use and increases in their costs; losses on our investments in securities; loss of key members of management and professional staff; the international credit crisis and global recession; credit losses from counterparties to our natural gas swap contracts due to the credit and economic crisis; and the other risks and uncertainties included from time to time in our filings with the Securities and Exchange Commission. Except as required by law, we undertake no obligation to update or revise any forward-looking statements. Safe Harbor Statement 2

Additional Information This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor is it a substitute for the prospectus/proxy statement CF Industries Holdings, Inc. (“CF Industries”) would file with the Securities and Exchange Commission (the “SEC”) regarding the proposed transaction with Terra Industries Inc. (“Terra”) if such a negotiated transaction is reached or for any other document which CF Industries may file with the SEC and send to CF Industries or Terra stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF CF INDUSTRIES AND TERRA ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  Investors and security holders will be able to obtain free copies of any documents filed by CF Industries with the SEC through the web site maintained by the SEC at www.sec.gov. Free copies of any such documents can also be obtained by calling Innisfree Incorporated toll-free at (877) 456-3507. CF Industries and its directors and executive officers will be participants in any solicitation of proxies from Terra stockholders or CF Industries stockholders in respect of the proposed transaction with Terra. Information regarding CF Industries’ directors and executive officers is available in the supplement to its proxy statement for its 2009 annual meeting of stockholders, which was filed with the SEC on April 7, 2009, and a description of their direct and indirect interests in such solicitation, by security holdings or otherwise, will be contained in the proxy statement/prospectus filed in connection with the proposed transaction with Terra. All information in this presentation concerning Terra, including information relating to its business, operations and financial results was obtained from public sources. While CF Industries has no knowledge that any such information is inaccurate or incomplete, CF Industries has not verified any such information. 3

Our Offer for Terra Consideration Per Terra Common Share $32.00 in Cash (including the $7.50 per share special dividend declared by Terra) and 0.1034 of a CF common share Total consideration of $40.61 based on CF's closing share price of $83.25 on 10/30 Valuation 7.1x Aggregate Value / LTM EBITDA 6.7x Aggregate Value / 2010E EBITDA 40% Premium to Terra's estimated unaffected share price 28% Premium to Terra's closing share price on 10/30 $32 cash component of consideration in excess of Terra’s $31.77 closing price on 10/30 No financing condition Morgan Stanley providing $2.5 Billion in committed financing Transaction is not subject to the approval of CF stockholders CF has satisfied all antitrust regulatory conditions required to close transaction 4

Compelling Valuation Multiple for Terra Shareholders Notes: (1) Includes 99.8MM basic shares (per October 13 Terra Proxy Statement) plus 0.9MM unvested and phantom shares (per 2008 10-K) plus 0.2MM from preferred conversion (per 2008 10-K; preferred shares convert at 100.4016 common share per share of preferred) (2) Pro forma for $600MM Terra bond offering and $330MM existing debt retirement (3) 9/30/2009 Terra Cash of $1,000MM less $330MM to retire Terra bonds less $51MM make-whole cost of 115% of par (for existing $330MM of Terra bonds) plus $578MM in cash from new bonds (adjusted for Original Issue Discount and underwriting fees) (4) LTM EBITDA calculated as of 9/30/09. EBITDA calculated as Income from Continuing Operations (after Minority Interest), plus net interest, plus tax provision, plus D&A (5) Based on median of available broker research: BMO ($408MM, 10/23), BAS-ML ($602MM, 10/23), Broadpoint ($549MM, 10/23), SternAgee ($612MM, 10/23), UBS ($502MM, 10/19), JPMorgan ($462MM, 10/29) 5 At Market CF Offer 10/30/2009 10/30/2009 Share Price $31.77 $40.61 Diluted Shares Outstanding (MM) (1) 101 101 Equity Value 3,205 4,097 Plus: Debt (2) 600 600 Less: Cash (3) (1,198) (1,198) Plus: Customer Deposits 41 41 Enterprise Value 2,648 3,540 Enterprise Value / EBITDA Multiples LTM EBITDA ($498MM) (4) 5.3x 7.1x 2010E EBITDA ($525MM) (5) 5.0x 6.7x

Compelling Valuation Relative To Precedent Fertilizer Transactions (1) Note: (1) Based on CF 2010E EBITDA of $674MM from median of publicly available broker research: BAS-ML ($698MM, 10/27) BMO ($485MM, 10/27), Broadpoint ($674MM, 10/27), SternAgee ($676MM, 10/27), Dahlman Rose ($694MM, 10/28), JPMorgan ($499MM, 10/12), UBS ($655MM, 10/2), and Cleveland Research ($705MM, 9/11) 6 Announcement Fertilizer Point in Deal Value Transaction EV/EBITDA Date Target Acquirer Portfolio Industry Cycle (MM) Consideration LTM NTM 11/1/2009 Terra CF Nitrogen Midcycle $3,539 Cash / Stock 7.1x 6.7x 5/11/2009 CF Agrium Nitrogen Midcycle $3,377 Cash / Stock 3.7x 5.0x 7/14/2008 Saskferco Yara Nitrogen Peak C$1,600 Cash 7.9x 4.7x 5/24/2007 Kemira GrowHow Yara Nitrogen Pre-Midcycle € 892 Cash 9.2x 8.3x Phosphate 1/27/2004 IMC Global Cargill Nitrogen Trough $3,292 Stock 12.0x 9.9x Phosphate Potash

Significant Premium In-line With Historical Precedents Note: Based on estimated Terra estimated unaffected share price of $29 Includes all-cash transactions over $1Bn since August 1, 2009. Transactions include Adecco/MPS, Cisco/Starent, Emerson/Avocent, Dell/Perot, Adobe/Omniture and Dainippon Sumitomo/Sepracor. Over the past four months, the average premium has been 39%, which is in line with historical averages (also including Agilent/Varian and BMS/Medarex) CF Proposal CF has offered Terra shareholders a significant premium 40% to Terra’s estimated unaffected share price Premiums for all-cash transactions have historically averaged approximately 39% Premiums for all-cash transactions have averaged approximately 31% over last three months CF Proposal for Terra Represents Significant Premium In-Line with Historical Precedents Historical Precedents (1) (2) 7 40% 0% 10% 20% 30% 40% 50% To Terra's Estimated Unaffected Price 31% 39% Cash Deals Over $1Bn Over Last Three Months Cash Deals Over $1Bn (20-Year Average) (1) (2)

CF’s Offer for Terra Provides Significant Value Certainty 8 CF Share Price Implied Value of CF Offer $80.00 $40.27 $83.25 $40.61 $85.00 $40.79 $90.00 $41.31 $95.00 $41.82 $100.00 $42.34

Strong Combined Financial Platform Notes: (1) Based on Market data as of October 30, 2009 (2) Based on median equity research estimates for 2011 (3) 9/30/2009 Terra Cash of $1,000MM less $330MM to retire Terra bonds less $51MM make-whole cost on debt retirement at 115% of par plus $578MM in cash from new bonds (adjusted for Original Issue Discount and underwriting fees) (4) Assumes retirement of $600MM in Terra bonds and issuance of $2.2Bn of new debt ~$6 Billion pro forma Enterprise Value (1) Improved strategic platform to pursue growth, manage risk exposures Enhanced relevance in the global capital markets Greater trading liquidity on NYSE Significantly accretive to current CF Industries’ shareholders (2) 1.3x NM NM NM Pro Forma Net Debt/LTM EBITDA 1.6 (1.7) Transaction Adjustments 0.3 1.2 0.8 Cash, Short-term Investments, and Auction Rate Securities 2.2 0.6 0.0 Debt Post Transaction Terra CF ($ Billions) Selected Balance Sheet Statistics (3) (4) 9

Summary of Acquisition Credit Facilities Morgan Stanley has committed $2.5 billion to provide the funds required in connection with the transaction, and the transaction is not subject to a financing condition $1.3 Billion Senior Secured Credit Facilities $300MM Revolving Credit Facility, replaces CF’s existing undrawn revolver capacity $1.0Bn Senior Secured Term Loan $1.2 Billion Senior Secured Bridge Loan Facility Unless a merger agreement is entered into by November 30, 2009, CF's commitment would expire CF has the right to extend the financing commitment until December 31, 2009, subject to there not having been a disruption in the financing markets Accordingly, CF reserves the right to withdraw its offer if a merger agreement is not entered into by November 30, 2009 10

Chemical & Fertilizer Sector Leverage Multiples Net Debt / 2009 EBITDA Notes: (1) Pro Forma for acquisition of Morton Salt (2) CF information pro forma LTM as of 9/30/2009. Other information based on Street estimates (3) Assumes the extinguishment of Terra’s existing $330MM in debt and the addition of $600MM in new bonds (X) (3) (1) 11 (2) 4.7 4.7 4.4 2.7 2.4 2.2 2.1 1.9 1.9 1.8 1.8 1.6 1.3 1.3 1.1 1.0 0.9 0.9 0.7 NM NM 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 5.0 MEOH (NR) NLC (NR) DOW (BBB-) CE (NR) ARG (BBB) CYT (BBB-) DD (A) PX (A) VAL (BBB) POT (NR) PPG (BBB+) K+S (BBB) CMP (BB) PF CF EMN (BBB) SQM (NR) FMC (BBB+) AGU (BBB) Yara (BBB) TRA (BB) MOS (BBB-)

Terra Has Acknowledged Merits of Transaction Since Terra first proposed a business combination in 2004, Terra has recognized the merits of this transaction as evidenced by our past discussions CF and Terra have had many discussions over the years, including in 2007, when Terra affirmed the strategic merits of combination Since CF went public in 2005, we have heard from CF and Terra stockholders that the companies should combine During the course of prior discussions in 2004, Terra shared a presentation with CF on the merits of a combination, part of which can be found on the following page 12

Terra Has Acknowledged Strategic Merits of Business Combination Slides from 2004 Terra Presentation Provided to CF 13

Combination of CF and Terra is Compelling Creates global #2 among public companies in nitrogen fertilizers with complementary strengths Annual capacity of 6.3 MM tons, just behind Yara’s 6.9MM tons Diversification benefits from CF’s world scale position in phosphate $6Bn Enterprise value company Enhanced scale and platform to pursue strategic growth opportunities Maintains strong, flexible balance sheet Value creation from annual run-rate cost synergies of up to $135MM People, assets and customers primarily in U.S. Cornbelt Low integration risk Significantly accretive to CF stockholders 14

Substantial Value Creation from Synergies $105 to $135 million in annual cost synergies Synergies are real and clearly identified We expect to realize full synergies within two years after the closing of the transaction We also expect the combined company to benefit from a one-time cash release of up to $60MM, due to inventory reduction Once CF and Terra management jointly re-evaluate, we believe even more value will be identified Several underutilized facilities Donaldsonville optimization Spare parts inventory pooling Reduction in inventory and associated carrying costs Optimizing turnarounds and capex spending Over $600MM in non-raw materials purchases Total logistics costs of approximately $350MM Reduction in total product miles shipped Reduced railcar lease costs (more than 5,300 total railcars in the system) Total combined 2008 SG&A ~$140MM(1) Headquarters consolidation ($MM) $5–$10 Distribution Facilities Optimization $105–135 Total $10–$15+ Other $10–$15 Purchases / procurement $25–$30 Logistics and railcar leases $55–$65 SG&A Note: (1) Based on 2008 publicly available information 15

Combines Complementary Strengths in Nitrogen Value Contributed by Terra Strong upgraded nitrogen product capacity Exposure to ratable take industrial customers Inland plants serving nearby customers Environmental product marketing Nitrogen production in U.K. and Trinidad Value Contributed by CF Strong upgraded nitrogen product capacity Focus on agricultural customers Extensive transportation and storage assets for max flexibility River distribution to stationary pollution control customers Attractive project in Peru with advantageous long-term gas contract Ability to import and export depending on domestic market strength 16

3rd largest phosphate business among public fertilizer companies With 1.1 million tons of capacity, Plant City is the 7th largest facility in Fertecon’s listing of phosphate operations World-Scale, Fully-Integrated Phosphate Operations Global Phosphoric Acid Capacity MOS 9% PCS 5% CF 2% All Other Public 6% Private/ Government Entities 78% Global Phosphoric Acid Capacity by Location Source: Fertecon 17 0 300 600 900 1,200 1,500 1,800 Mosaic CF Industries Mosaic Fertinal Eurochem Lifosa Phosphates Namhae Innophos Yara JSC RovnoAzot Natl Fertilizer Lebanon VINACHEM Kazfosfat Novokokand Fosfertil FACT Kazfosfat Kazfosfat Bangladesh Chemical Zaklady Arad RCFL Albright & Wilson

Upcoming Terra Annual Meeting Allows Terra Stockholders to Show Support for CF Offer CF is nominating three highly qualified, independent nominees to Terra’s board of directors at Terra’s annual meeting on November 20th By voting for CF’s independent nominees at the Terra annual meeting, Terra stockholders will have the opportunity to show support for our offer John N. Lilly, former CEO of The Pillsbury Company David A. Wilson, president and CEO of the Graduate Management Admission Council and former managing partner at Ernst & Young LLP Irving B. Yoskowitz, former EVP and general counsel of Constellation Energy Group Inc., and of Baltimore Gas & Electric Co 18

THE ELECTION OF OUR THREE INDEPENDENT NOMINEES WILL DEMONSTRATE SUPPORT FOR OUR OFFER YOUR VOTE IS IMPORTANT! If you hold shares in your name, please follow the simple instructions on your BLUE proxy card to vote TODAY—by telephone, by Internet or by signing, dating and returning the BLUE proxy card. If you hold in “street-name” your bank or broker will vote your shares on your behalf only upon your specific instruction. Please use your BLUE instruction form TODAY to tell your bank or broker to vote FOR our nominees. If you have any questions or need assistance in voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated, toll free at (877) 456-3507 (Banks, brokers and institutional investors may call collect at (212) 750-5833). 19 Vote Today

Appendix 20

Illustrative Adjustment to CF’s Existing Offer for Special Dividend The $32.00 per share in cash and 0.1034x CF share offer for Terra would be adjusted upon payment by Terra of declared $7.50 per share dividend Adjustment would be dollar-for-dollar out of the cash component This results in no economic difference in offer to Terra shareholders Note: (1) CF 10/30/2009 closing price $40.61 $40.61 Nominal Value to Terra Shareholders (Based on $83.25 CF Price) $24.50 $32.00 Cash Consideration $7.50 Special Dividend $8.61 $8.61 Nominal Value of Stock Consideration (Based on $82.35 CF Price) 0.1034x 0.1034x Implied Exchange Ratio After Dividend Before Dividend (1) (1) 21

John N. Lilly - Biography Age: 56 President of John Lilly Strategic Insights, LLC, a consulting practice he began in 2002. His firm provides advisory services primarily to the financial services industry, private equity funds, venture capital investors and investment banks Mr. Lilly began his career with The Procter & Gamble Company (“P&G”) in 1976 and for over 22 years, worked on almost all of P&G’s laundry, paper, food and beverage brands in multiple countries In 1997, Mr. Lilly left P&G to join The Pillsbury Company in Minneapolis, first as President of Pillsbury North America and then as Chief Executive Officer of The Pillsbury Company worldwide. After Pillsbury became part of General Mills, Mr. Lilly started to work full time as an advisor Mr. Lilly has acted as a senior advisor to TPG Capital, Duff & Phelps, Lehman Brothers and Compass Advisers Served as a member of the Board of Directors of Adams Respiratory Therapeutics, a publicly-traded manufacturer of OTC/Rx therapies for respiratory care, until it was sold to Reckitt Benckiser PLC in 2008 Serves as an advisor to LEK Consulting, LLC and is a Trustee of the National Public Radio Foundation Mr. Lilly received a B.A. in economics from Emory University in 1974 and an M.B.A. degree from Harvard Business School in 1976 22

David A. Wilson - Biography Age: 68 Dr. Wilson has served, since 1995, as President and Chief Executive Officer of the Graduate Management Admission Council, a not-for-profit education association dedicated to creating access to graduate management and professional education that provides the Graduate Management Admission Test (GMAT) From 2002 to 2007, Dr. Wilson was a Director of Laureate Education, Inc. (formerly Sylvan Learning Systems, Inc.), an operator of an international network of licensed campus-based and online universities and higher education institutions, where he was Chairman of the Audit Committee beginning in 2003 From 1978 to 1994, Dr. Wilson was employed by Ernst & Young LLP (and its predecessor, Arthur Young & Company), serving as an Audit Principal through 1981, as an Audit Partner from 1981 to 1983 and thereafter in various capacities including Managing Partner, National Director of Professional Development, Chairman of Ernst & Young’s International Professional Development Committee and as a Director of the Ernst & Young Foundation From 1968 to 1978, Dr. Wilson served as a faculty member at Queen's University (1968-1970), the University of Illinois at Urbana-Champaign (1970-1972), the University of Texas (1972-1978), where he was awarded tenure, and Harvard University's Graduate School of Business (1976-1977) Dr. Wilson holds a B. Com. from Queen's University, an M.B.A. degree from the University of California, Berkeley, and a Ph.D. in accounting from the University of Illinois at Urbana-Champaign. Dr. Wilson is a Certified Public Accountant and Fellow Chartered Accountant (Canada) 23

Irving B. Yoskowitz - Biography Age: 63 Mr. Yoskowitz is currently Senior Counsel at the law firm of Dickstein Shapiro LLP and a Senior Partner of Global Technology Partners, LLC ("GTP"), an investment banking and consulting firm focusing on the aerospace, defense and technology sectors From 2005 to 2008, he was Executive Vice President and General Counsel of Constellation Energy Group, Inc., the parent company of Baltimore Gas and Electric Company, an electric and gas public utility From 1998 to 2005, Mr. Yoskowitz was a Senior Partner of GTP, and from 2001 to 2005, Mr. Yoskowitz also served as Senior Counsel at the law firm of Crowell & Moring LLP From 1981 to 1998, Mr. Yoskowitz served as Executive Vice President and General Counsel of United Technologies Corporation ("UTC"), a provider of high technology products and services to the building systems and aerospace industries Prior to joining UTC in 1979, Mr. Yoskowitz held a number of positions with International Business Machines Corporation, including general counsel to two business units Mr. Yoskowitz began his career as a Systems Analyst in the Office of the Secretary of Defense from 1969 to 1971 while on active duty as an officer in the United States Army From 2006 to July 2009, Mr. Yoskowitz was a Director of Wyle Holdings, Inc. From 2007 to 2008, he was a Director and member of the Audit and Compensation Committees of Darwin Professional Underwriters, Inc.. He was also the lead Independent Director and a member of the Audit and Compensation Committees of Equant, NV (1998-2005), and was a Director of Sirva, Inc. (2004-2005), BBA Group, plc (1995-2004) and Executive Risk Insurance, Inc. (1996-1999) Mr. Yoskowitz holds a B.B.A. in economics from the City College of New York, a J.D. from Harvard Law School and attended the London School of Economics from 1971 to 1972 as a Knox Fellow from Harvard University 24