Fundamentals of Growth

Agrium:

Revised Offer for CF

November 9, 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 Acquisition Co., a wholly-owned subsidiary of Agrium, 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

Agenda

Introduction

Governance

Standalone Value of CF

Premiums Analysis

Conclusion

Appendix

Transaction Valuation

Fundamentals of Growth

5

Introduction

Governance

Transaction Valuation

Premiums Analysis

Conclusion

Appendix

Standalone Value of CF

Fundamentals of Growth

6

Agrium remains committed and will consider all options, including nominating a

slate of directors to the CF board and litigation, if a resounding majority tender

to our offer and CF refuses to act

Summary of Key Arguments

•

CF should support its stockholders receiving a premium vs. pursuing a

transaction that is dilutive to value

–

Agrium’s offer represents a 101% premium to CF’s Jan 15 share price and a 71% premium

to CF’s Feb 24 share price

•

Fertilizer peers are up only 45% and 35% since Jan 15 and Feb 24, respectively

–

CF stockholders stand to lose substantial value if CF acquires Terra

–

CF stockholders have far greater upside potential with Agrium offer

•

CF disregarding stockholder interests

–

Clear stockholder mandate: CF told RiskMetrics they would engage, but haven’t

–

Evolution of Terra offer has been repeatedly designed to circumvent a CF stockholder vote

•

CF board should exercise good corporate governance and allow its

stockholders a voice on Agrium’s offer

•

CF stockholders must send a clear message to the CF board and tender into

this offer at this price

–

Agrium has made an unambiguous offer to preclude misinterpretation by CF

Fundamentals of Growth

7

Evolution of Situation

Source: Bloomberg. Market trading data as of Nov 6. Daily trading values have been rebased to CF stock price on Jan 15 (date of CF proposal for Terra).

(1)

Represents Agrium current proposal for CF over time: one Agrium share plus $45 cash per CF share based on Agrium historical closing prices.

(2)

Based on illustrative peer group of Mosaic, Potash Corp, Intrepid Potash, Israel Chemicals, K+S, and Yara.

Performance of this peer group based on USD equivalent stock price movement since Jan 15.

(3)

CF unaffected price of $68.33 based on illustrative peer group of Mosaic, Potash Corp, Intrepid Potash, Israel

Chemicals, K+S, and Yara. Peer group performance based on USD equivalent stock price movement since base

dates. Percentage moves applied to CF’s operating asset value per share on respective base dates, using net

cash

at

Dec

31,

2008.

Results

then

adjusted

back

for

net

cash

at

Sep

30,

including

CF’s

toehold

in

Terra,

valued

at a $29 estimated unaffected stock price for Terra per CF’s Nov 4 Investor Presentation.

•

Our offer represents a

101% premium to

CF’s Jan 15 price of

$47.23 and a 71%

premium to the Feb 24

price of $55.58

–

Stockholders will

have the opportunity

to participate in the

upside to the

commodity cycle by

electing to receive

Agrium shares

•

Peers are up 45%

since Jan 15 and 35%

since Feb 24

•

Excess CF returns

attributable to

Agrium’s offer for CF

–

Offer is at a 39%

premium to

unaffected

(3)

40

50

60

70

80

90

100

$110

Jan 1

Jan 31

Mar 2

Apr 1

May 1

May 31

Jun 30

Jul 30

Aug 29

Sep 28

Oct 28

Jan 15

CF announces acquisition

proposal for Terra

Current

Proposal(1):

$95.11

CF: $79.05

67% since

Jan 15

Global

Fertilizer

Peers(2): 45%

since Jan 15

Feb 25

Agrium announces

acquisition proposal

for CF

Fundamentals of Growth

8

•

6.6x multiple of 2010E ‘Owned’

EBITDA

(1)

Multiples:

76% Agrium and 24% CF

Pro Forma Ownership:

•

$45

in cash and 1

Agrium share per CF share (total consideration of $95.11 as at Nov 6)

•

Aggregate

consideration

of

$4.8

billion

($2.3

billion

cash

and

$2.5

billion

in

equity)

•

CF stockholders 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:

•

CF terminates offer for Terra and waives its defences

•

Receipt of U.S. regulatory and other customary approvals

•

Negotiation of definitive merger agreement

*

•

Absence of any material adverse changes to CF or its business

*

•

Our ability to conduct limited confirmatory due diligence

*

* These conditions are similar to conditions in CF’s bid for Terra

Key Conditions:

•

$47.88 or 101% premium to CF’s closing price on January 15, and $39.53 or 71%

premium to CF’s closing price on February 24 (based on total consideration of $95.11

as

at Nov 6)

•

An increase of $23.11

or 32% over Agrium’s initial offer of $72.00

Premium:

Agrium to combine with CF in a cash and stock deal

Offer:

Summary of Revised Offer for CF

(1)

Represents

consensus

estimated

‘owned’

EBITDA

(consolidated

EBITDA

adjusted

to

reflect

leakage

of

minority interest and addition of equity investment income). Assumes transaction expenses of $100 million.

Fundamentals of Growth

9

Introduction

Governance

Transaction Valuation

Premiums Analysis

Conclusion

Appendix

Standalone Value of CF

Fundamentals of Growth

10

CF Earnings Fundamentals vs.

Share Price Performance

•

In 2007, earnings outlook for 2008 was strong, given the then-positive pricing outlook

–

Acquisitions are based on forward price expectations, not trailing prices

Source: CF filings and Bloomberg, market data as of Nov 6.

(1)

Proportional

EBITDA

based

on

consensus

‘owned’

EBITDA

(consolidated

EBITDA

adjusted

to

reflect

leakage

of

minority

interest

and

addition

equity

investment

income).

(2)

Represents ‘owned’

EBITDA (consolidated EBITDA less minority interest plus equity investments).  EBITDA attributable to minority interest partner based on reported minority interest per CF

filings ($55 million and $117 million, for 2007A and 2008A respectively) adjusted for D&A, estimated as a portion of total D&A proportional to reported capex.

(3)

CF unaffected price of $68.33 based on illustrative peer group of Mosaic, Potash Corp, Intrepid Potash, Israel

Chemicals, K+S, and Yara. Peer group performance based on USD equivalent stock price movement since base

dates. Percentage moves applied to CF’s operating asset value per share on respective base dates, using net cash

at Dec 31, 2008. Results then adjusted back for net cash at Sep 30, including CF’s toehold in Terra, valued

at a $29 estimated unaffected stock price for Terra per CF’s Nov 4 Investor Presentation.

0

500

1,000

$1500

Jan 3, 2007:

$26.46

2007A: $622mm EBITDA (1)

CF Earnings Forecast (2008E):

May 29, 2007: $42.42

2008A: $1,127mm EBITDA (1)

2008 Avg

Share

Price: $110.91

2009E: $717mm EBITDA (2)

CF Earnings Forecast (2010E):

Nov 6: $79.05 (Nominal)

Current Agrium Offer:

$95.11

Nov 6: $68.33

(Unaffected) (3)

0

60

120

$180

Jun 17, 2008: $169.62

2007

2008

2009

2007 Avg

Share

Price: $57.94

Fundamentals of Growth

11

87%

68%

64%

55%

54%

14%

24%

26%

(15%)

112%

(14%)

-20%

0%

20%

40%

60%

80%

100%

120%

Potash Corp

K&S

Yara

Intrepid

Agrium

Israel

Chemical

Mosaic

Terra

Consensus

Terra

'Owned'

CF

Consensus

CF 'Owned'

(1)

Bloomberg consensus EBITDA, calendarized.

(2)

Peer average includes Terra consensus only.

(3)

CF

and

Terra

consensus

estimated

‘owned’

EBITDA

(consolidated

EBITDA

adjusted

to

reflect

leakage

of

minority interest and addition of equity investment income).

CF Only Company Amongst Peers with

Lower EBITDA in 2010E vs. 2009E

C2009E

–

C2010E

EBITDA

Growth

per

Bloomberg

Consensus

(1)

Peer Average

(2)

: +60%

(3)

•

2010E outlook anticipates a healthy rebound for potash, retail and phosphate markets

•

Nitrogen volume improvement is expected to be muted and higher expected North

American gas prices will likely squeeze CF’s margins in 2010E

EBITDA

C2009E

$1,498

$719

$909

$123

$947

$1,164

$2,336

$416

$404

$783

$717

C2010E

$3,175

$1,343

$1,531

$203

$1,465

$1,799

$2,663

$516

$509

$674

$612

(3)

Fundamentals of Growth

12

•

Nitrogen and phosphate prices have declined approximately 14% and

13%, respectively

(1)

, since the day before our offer (February 24)

•

CF is experiencing reduced Forward Pricing Program (“FPP”) sales

(many such FPP sales booked in 2008) which, along with $85 million in

gas hedging gains, inflated CF’s year-to-date results

•

CF’s customers recognize the economic shift occurring in the market

and are no longer willing to buy under CF’s FPP

–

CF conference call: “We continue to offer products through the FPP at prices that

reflect our future expectation for nitrogen prices and margins, but we haven't

found

much

recent

customer

interest

in

committing

at

those

prices.”

(2)

Recent Market Factors Impacting CF

Past and Future Commodity Prices

Significant rise in input costs

Potential CF

Nitrogen Margin

Compression

Flat-to-modestly increasing

revenue from commodity

price appreciation

(1)

Source: Green Markets. Nitrogen prices based on NOLA Urea. Phosphate prices based on Tampa Florida DAP.

(2)

S. Wilson, Q3 2009 Earnings Conference Call, Oct 27.

(3)

Henry Hub Natural Gas per Bloomberg.  Nymex gas price forward strip.

(4)

Historical NOLA Urea per Green Markets. Forecast per Fertecon.

(5)

Historical Central Florida DAP per Green Markets. Forecast per Blue, Johnson & Associates.

June

Present

2010E

Natural Gas (US$/MMBtu)

(3)

$3.92

$4.59

$6.24

% change

17%

36%

Urea ($/short ton)

(4)

$240

$262

$318

% change

9%

21%

DAP ($/short ton)

(5)

$249

$273

$274

% change

9%

1%

Fundamentals of Growth

13

82.50

74.48

116.01

55.48

33.90

50.14

11.36

32.26

79.05

57.56

96.25

27.15

50.35

33.80

11.98

50.11

95.11

Israel

Chemicals

Agrium

Yara

Mosaic

Intrepid

Potash Corp

K+S

CF

Jun 12 Closing Price

Current Stock Price

Current AGU Offer

Peer Average Price Increase:  (9)%

% Change

5%

(0)%

(0)%

(9)%

(16)%

(17)%

(23)%

(4)%

Source:  Bloomberg. Current market data as of Nov 6.

(1)

All stock prices in USD. Israel Chemicals based on Tel Aviv listing; Jun 12 and Current USD:ILS FX of 0.2536 and

0.2657, respectively. K+S based on Xetra listing; Jun 12 and Current USD:EUR f/x of 1.4016 and 1.4847,

respectively.

Yara

based

on

ADR

(USD).

All

other

companies

based

on

NYSE

listings.

Chemical and Fertilizer Peer Price

Performance Since June 12

June

12

Closing

Price

vs.

Current

Stock

Price

(1)

•

Fertilizer Peers’

share prices are down significantly since June 12; the

reference date in RiskMetrics’

June report

Fundamentals of Growth

14

Estimating CF’s Unaffected Stock Price

•

Following RiskMetrics’

approach

(1)

, 53% of results point to an

unaffected price in the $66 to $70 range, using base reference dates

from December 31, 2008 to February 24, 2009

–

Consistent with 9% decline of peers from June to current, applied to RiskMetrics’

June unaffected price assessment of $74

Source: Bloomberg, company filings; Current market data as of Nov 6.

(1)

CF unaffected price based on illustrative peer group of Mosaic, Potash Corp, Intrepid Potash, Israel Chemicals,

K+S, and Yara. Peer group performance based on USD equivalent stock price movement since base dates.

Percentage moves applied to CF’s operating asset value per share on respective base dates, using net cash at

Dec

31,

2008.

Results

then

adjusted

back

for

net

cash

at

Sep

30,

including

CF’s

toehold

in

Terra,

valued

at a $29 estimated unaffected stock price for Terra per CF’s Nov 4 Investor Presentation.

3%

5%

3%

8%

18%

28%

25%

13%

0

2

4

6

8

10

12

$62.00 to

$64.00

$64.00 to

$66.00

$66.00 to

$68.00

$68.00 to

$70.00

$70.00 to

$72.00

$72.00 to

$74.00

$74.00 to

$76.00

$76.00 to

$78.00

CF Unaffected Price - Base Date Range from Dec 31, 2008 to Feb 24, 2009

0%

5%

10%

15%

20%

25%

30%

Fundamentals of Growth

15

Introduction

Governance

Transaction Valuation

Premiums Analysis

Conclusion

Appendix

Standalone Value of CF

Fundamentals of Growth

16

Agrium and Terra have historically traded

at a premium to CF

Source: Capital IQ, IBES.

Note: Forward Consolidated EBITDA Multiple based on IBES median EBITDA forecasts where the Forward Multiple refers

to the following calendar year forecast period.

(1)

Enterprise value calculated on a consolidated basis.

(2)

CF EBITDA estimates not available prior to Oct 20, 2005.

(3)

Forward

consensus

estimated

‘owned’

EBITDA

(consolidated

EBITDA

adjusted

to

reflect

leakage

of

minority

interests

and

addition

of

equity

investment

income).

Ratio

of

‘owned’

EBITDA

to

consolidated

EBITDA

per

analyst

research

reports, used as proxy for minority interests and addition of equity investment income, which is used to adjust

consolidated EBITDA.  Enterprise values exclude minority interests.

Estimated Average Forward

‘Owned’

EBITDA Multiples

(3)

to 15-Jan-2009

Average Forward Consensus

EBITDA Multiples

(1)

to 15-Jan-2009

4.2 x

5.6 x

5.4 x

CF

4.5 x

5.9 x

5.7 x

CF

TRA

AGU

4.5 x 

5.4 x

Last 12 Months

6.4 x

6.9 x

Last 3 Years

6.3 x 

6.8 x

Since CF IPO

(Aug-05)

(2)

•

Markets have historically ascribed a premium to Agrium given its

operational diversity and competitive advantages

Fundamentals of Growth

17

CF’s Own Analysis Highlights Risk of

Diluting Stockholder Value

•

CF states that its current proposal for Terra represents a 40% premium to Terra’s

estimated

unaffected

stock

price

(1)

–

At

a

$40.61

per

share

offer

price,

this

implies

a

$29

unaffected

stock

price

for

Terra

–

A $29 stock price implies an equity value of $2.9 billion and enterprise value of $2.4 billion for Terra on a

standalone basis

•

Using CF’s estimate of $525 million consolidated 2010E EBITDA (based on median equity

research

analyst

estimates),

Terra

would

be

trading

at

4.5x

EV

/

2010E

Consolidated EBITDA

on a standalone, unaffected basis

–

This is consistent with Terra’s 12 month average forward multiple to Jan 15

–

Remember that CF has consistently traded at a discount to Terra on an unaffected basis

•

Merger

activity

has

inflated

both

CF’s

and

Terra’s

trading

price

–

over

time,

stock

price

will

likely revert back to unaffected levels.  If CF were successful in acquiring Terra, the value

of

the

combined

entity

would

be

equal

to

the

standalone

value

of

CF

and

Terra

plus synergies

–

CF’s

offer

for

Terra

implies

an

enterprise

value

of

$3.5

billion

–

$1.1

billion

more

than

CF’s

estimate

of Terra’s

standalone unaffected value

–

Giving full credit for estimated synergies of $120 million (mid-point of CF’s estimate $105 million to $135 million,

without risk adjustment), represents $0.5 billion, capitalized at Terra’s forward trading multiple of 4.5x

•

Net

of

potential

synergies,

CF

has

proposed

to

pay

$0.7

billion

more

than

CF’s

estimate

of

what

Terra

is

worth

in

the

public

markets

–

more

than

$11

per

share

of

CF

stockholder value is

being lost

(1)

CF Nov 4 Investor Presentation. Stock prices as at Oct 30.

Fundamentals of Growth

18

Sensitivity Analysis : Net Value Leakage Per Share

@ Various Synergy Estimates and Valuation Multiples

Estimated Annual Synergies to be

Capitalized ($mm)

$

11.54

$

50

$

105

$

120

$

135

4.2

x

$

17.12

$

13.23

$

12.17

$

11.11

4.4

x

16.98

12.96

11.86

10.76

4.5

x

16.85

12.68

11.54

10.40

5.0

x

16.44

11.82

10.56

9.30

CF’s Own Analysis Highlights Risk of

Reducing Stockholder Value

•

The premium CF is proposing to pay

for Terra is significantly greater than

the value of capitalized synergies,

thereby diluting implied trading

price

(1)

Per CF’s estimate of Terra’s unaffected share price per Nov 4 Investor Presentation.

(2)

Fully diluted shares calculated per treatment in CF’s Nov 4 Investor Presentation.  Reflects 98.8mm basic shares, 0.9mm

unvested and phantom shares and conversion of preferred into 0.2mm common shares.

(3)

TRA net cash of $557mm as at Q3 2009 is pro forma for $600mm 2019 notes issuance and $381mm repayment of

2017 notes including tender premiums ($600mm debt, $1,198mm of cash and $41mm customer advances).

(4)

Consolidated 2010E EBITDA estimate per CF’s Nov 4 Investor Presentation, based on median equity research

analyst estimates.

(5)

Midpoint of CF synergy estimates of $105mm to $135mm per CF’s Nov 4 Investor Presentation.

(6)

Estimated deal expenses of $100mm combined for CF and Terra.

(7)

Based on 59.5mm pro forma shares (49.8mm CF diluted shares per CF Nov 4 Investor Presentation, plus shares issued to Terra net of 6.9mm toehold).

CF’s offer

to acquire

Terra could

result in

$9 to $17

per share

of value

dilution

Source:  Latest Terra public filings and CF’s Nov 4 Investor Presentation, Market data as of Nov 6.

Illustrative Estimated Value Destruction

Standalone

Terra

Valuation

CF Estimation of TRA Unaffected Stock Price (1)

$

29.00

Implied Terra Market Cap (100.9 mm shares) (2)

2,927

Net Debt (Cash) (3)

(557)

Terra Standalone Enterprise Value   (A)

$

2,370

Implied EV / 2010E Consolidated EBITDA ($525mm) (4)

4.5

x

Value

of

CF's

Offer

for

Terra

Terra Offer Price (Based on At-Market CF)

$

40.17

Implied Terra Equity Value (100.9 mm shares) (2)

4,055

Net Debt (Cash) (3)

(557)

Value of CF's Offer for Terra   (B)

$

3,498

Implied EV / 2010E Consolidated EBITDA ($525mm) (4)

6.7

x

Implied

Enterprise

Value

Premium

(C

=

B

-

A)

$

1,128

Estimated Annual Synergies (5)

$

120

Capitalized Value of Synergies (@ 4.5x)   (D)

$

542

Estimated Deal Expenses  (6)  (E)

$

100

Net

Value

Leakage

(C

-

D

+

E)

$

686

Net Value Leakage Per Share  (7)

$

11.54

Fundamentals of Growth

19

CF Stockholders Benefit from Higher

Base Received in Agrium Offer

Agrium

Offer

at

Illustrative

35%

Cyclical

Upward

Move

CF Cyclical Move Required:

Unaffected

Price

(1)

$124

Source:  Bloomberg; market data as of Nov 6

(1)

CF unaffected price of $68.33 based on illustrative peer group of Mosaic, Potash Corp, Intrepid Potash, Israel

Chemicals, K+S, and Yara. Peer group performance based on USD equivalent stock price movement since base

dates.  Percentage moves applied to CF’s operating asset value per share on respective base dates, using net

cash at  Dec 31, 2008. Results then adjusted back for net cash at Sep 30, including CF’s toehold in Terra, valued

at a $29 estimated unaffected stock price for Terra per CF’s Nov 4 Investor Presentation.

•

An illustrative cyclical upward

move of 35% from the current

Agrium offer would achieve a

future CF stock price of $128

assuming 100% stock

election (or reinvestment of

cash into sector)

•

CF stockholders would have

to realize an 88% cyclical

upward move on CF's

unaffected price

(1)

to

achieve

equivalent future

value

$

95.11

$

128.40

Current Offer Price

Implied Future

Offer Value

35 %

Cyclical

Move

$

128.40

$

68.33

Cash-Adjusted CF

Unaffected Price

Future Offer Value

@ 35% Cyclical Move

88 %

Required

Cyclical

Move

Fundamentals of Growth

20

Introduction

Governance

Transaction Valuation

Premiums Analysis

Conclusion

Appendix

Standalone Value of CF

Fundamentals of Growth

21

Offer is at an Enterprise Value Premium

to Precedent Transactions

Average

Undisturbed

Enterprise

Value

Premium

for

North

American

Transactions

Since

Sep

15,

2008

>

US$1bn

Source: Company filings, company press releases and Capital IQ; market data as of Nov 6, 2009

Note: Includes deals where target is North American and implied equity and enterprise values are greater than US$1bn.  Excludes distressed / financial transactions. 

High end of range shown for all collared transactions

Note: Enterprise values exclude minority interests and equity investments.  Assumes cash from exercise of in-the-money options is not used to repurchase shares

(1)

On Jun 3, 2009, following EMC Corp’s proposal to acquire Data Domain for $30 per share in cash, Data Domain announced that they had entered into a revised acquisition agreement to acquire Net App

for $30 per share in cash and stock (original offer was $25 per share in cash and stock). Premium represents revised offer

(2)

Includes Perot Systems / Dell, Harvest Energy / KNOC, MPS Group / Adecco Group, Starent Networks / Cisco, Avocent Corporation / Emerson, Varian / Agilent, Medarex / Bristol-Myers Squibb,

Canadian

Hydro

/

TransAlta,

Data

Domain

/

EMC,

Addax

Petroleum

/

Sinopec,

Sun

Micro

Systems

/

Oracle,

Petro-Canada

/

Suncor

Energy,

CV

Therapeutics

/

Gilead,

CV

Therapeutics

/

Astellas,

Mentor

Corporation / J&J, Advanced Medical Optics / Abbott, and Centennial Communications / AT&T, ImClone / Eli Lilly.

(3)

Includes NRG / Exelon, Embarq / CenturyTel, Centex / Pulte, Metavante Technologies / Fidelity

National, Foundation / Alpha, and Black and Decker / Stanley Works.

(4)

CF enterprise value based on historical prices and capital structures, excluding minority interest and

equity investments.  Does not include transaction expenses.

•

When considering precedent transaction premiums, premiums to enterprise value are a 

     more appropriate methodology than equity value, as high leverage distorts the equity 

     premium being paid in the comparable transactions (vs. CF's net-cash position)

Fundamentals of Growth

22

Selected Precedent Chemical and

Fertilizer

Transactions

–

Equity

Premiums

21%

10%

46%

18%

52%

30%

34%

9%

14%

24%

21%

17%

53%

34%

39%

71%

101%

31%

25%

17%

17%

0%

20%

40%

60%

80%

100%

120%

2004

(2 deals,

15%)

2005

(1 deal,

8%)

2006

(3 deals,

23%)

2007

(4 deals,

31%)

2008

(3 deals,

23%)

2009

(0 deals,

0%)

2004

(1 deal,

25%)

2005

(1 deal,

25%)

2006

(0 deals,

0%)

2007

(1 deal,

25%)

2008

(1 deal,

25%)

2009

(0 deals,

0%)

1-Day Premium

1-Month Premium

1-Day Average

1-Month Average

Source: Thomson SDC. Closed transactions greater than US$100 million involving U.S. or Canadian targets (greater than 50% stake acquired, excluding distressed transactions).

1-Mo. Avg.

22%

1-Day Avg.

25%

(# deals,

% total)

Chemicals

(13 deals)

Fertilizers

(4 deals

(1)

)

1-Day Avg.

34%

1-Mo. Avg.

31%

CF Jan 15

share price

$47.23

$95.11

Current Offer

(2)

CF Feb 24

share price

$55.58

CF

unaffected

share price

$68.33

(3)

(1)

Includes Anglo Potash/BHP Billiton Diamonds, UAP/Agrium, Royster-Clark/Agrium, and Nu Gro/United Industries.

(2)

Share price premium based on current bid of $95.11 as of Nov 6, 2009.

(3)

CF unaffected price of $68.33 based on illustrative peer group of Mosaic, Potash Corp, Intrepid Potash, Israel

Chemicals, K+S, and Yara. Peer group performance based on USD equivalent stock price movement since base

dates. Percentage moves applied to CF’s operating asset value per share on respective base dates, using net

cash

at

Dec

31,

2008.

Results

then

adjusted

back

for

net

cash

at

Sep

30,

including

CF’s

toehold

in

Terra,

valued

at a $29 estimated unaffected stock price for Terra per CF’s Nov 4 Investor Presentation.

Fundamentals of Growth

23

$2,050

$2,469

$2,617

Jan-15 CF

Price

Feb-24 CF

Price

Unaffected

Price

$34.85

$43.20

$50.45

Jan-15 CF

Price

Feb-24 CF

Price

Unaffected

Price

$47.23

$55.58

$68.33

Jan-15 CF

Price

Feb-24 CF

Price

Unaffected

Price

(1)

Based on value of mixed consideration and Agrium share price of $50.11 as of Nov 6.

(2)

Based on CF cash and short-term investments of $625 million less debt of $4 million, or $12.38 per CF share as of Dec 31, 2008 and current CF cash and short-term investments of $703 million less

debt

of

$4.6

million

as

of

Sep

30,

2009,

plus

the

current

market

value

of

CF’s

toehold

in

Terra

of

$203

million

assuming

an

unaffected

Terra

share

price

of

$29.00

per

share.

(3)

CF enterprise value based on historical prices and capital structure, excludes minority interest.  Does not include transaction expenses.

(4)

CF unaffected price of $68.33 based on illustrative peer group of Mosaic, Potash Corp, Intrepid Potash, Israel

Chemicals, K+S, and Yara. Peer group performance based on USD equivalent stock price movement since base

dates. Percentage moves applied to CF’s operating asset value per share on respective base dates, using net

cash

at

Dec

31,

2008.

Results

then

adjusted

back

for

net

cash

at

Sep

30,

including

CF’s

toehold

in

Terra,

valued

at a $29 estimated unaffected stock price for Terra per CF’s Nov 4 Investor Presentation.

Premiums

(1)

$95.11 

Current

Offer

Cash-Adjusted Premiums

(1,2)

Significant Premium to CF Stockholders

Across Multiple Metrics

39%

71%

101%

(4)

(4)

(4)

EV Premiums

(3)

•

Premiums should be viewed on a cash-adjusted basis: you can’t pay a

premium for cash

$77.23

($95.11, less

$17.88 net

cash per CF

share)

53%

79%

122%

$3,965 

Current

Offer

52%

61%

93%

Fundamentals of Growth

24

Introduction

Governance

Transaction Valuation

Premiums Analysis

Conclusion

Appendix

Standalone Value of CF

Fundamentals of Growth

25

CF’s Disregard for Stockholder Interests

•

CF

has

ignored

the

clear

mandate

from

its

stockholders

to

engage

with

Agrium

–

62% of CF stockholders tendered to Agrium’s June offer

–

CF committed to engage but has failed to do so

–

All previous and all subsequent overtures by Agrium summarily rejected

•

CF is managing stockholder resources in a questionable manner

–

Using cash to buy stock of Terra above CF's own estimate of standalone value during

contested takeover contest: exposes shareholders to immediate value dilution vs. Agrium deal

–

CF’s offer is in excess of estimated synergies and a transfer of value from CF stockholders

–

Adding significant debt and risk, despite CF’s previous protests of Agrium’s use of leverage in

acquiring CF

•

CF

described

pro

forma

Agrium/CF

as

a

“highly

leveraged”

company

noting

its

leverage

would

increase

from

1.4x

to

1.5x

2009E

EBITDA

(1)

•

CF

proposes

to

increase

debt

from

~$0

to

1.7x

2009E

EBITDA

(2)

on

a

less-stable

base

of

business

•

CF stockholders have been prevented from voting on Terra/CF vs. CF/Agrium

–

Restructured offer for Terra on Mar 8 to include non-voting preferred stock to circumvent CF

stockholder vote

–

Notwithstanding CF’s earlier criticism of Agrium’s use of cash in its offer for CF, CF has

restructured

the

form

of

consideration

under

its

offer

for

Terra

as

predominantly

cash,

which

once again circumvents a CF stockholder vote

–

CF has effectively ignored the judgment of its stockholders

•

Why would any stockholder want to hold stock of a company whose management does not listen to, nor

respect the rights of its own stockholders?

(1)

CF Roadshow presentation, Mar 9.

(2)

Pro forma $2.2 billion total debt per CF Nov 4 Investor Presentation, divided by pro forma consolidated 2009E

EBITDA of $1.3 billion ($773 million CF plus $419 million Terra plus $120 million synergies).

Fundamentals of Growth

26

Significant Turnover in CF’s Stockholder

Base by Long-Term Investors

•

Long-term CF stockholders have sent a clear message to CF about

their perspectives on fundamental value

•

Since January 1, 2009, nearly all of CF’s top 20 stockholders as at

December 31, 2008 reduced their positions significantly

–

Excluding

index

and

hedge

funds,

and

related

party

shareholders,

CF’s

long

term

stockholders sold 74% of their holdings in CF

–

Similar trend apparent for top 50 stockholders

•

Selling activity at prices below Agrium’s offer price does not support a

standalone value for CF in the $80s as CF has suggested

% Change in Position Since Dec 31

(66.3)%

(74.3)%

-

Excluding Index & Hedge Funds, & Related Party Shareholders

(69.2)%

(74.4)%

-

Excluding Index Funds & Related Party Shareholders

(52.0)%

(51.7)%

All Stockholders (Includes long-term & related party stockholders,

index and hedge funds &  other stockholders)

Top 50

Stockholders

Top 20

Stockholders

Source:  13-F filings per Thomson Financial as of Jun 30.

Fundamentals of Growth

27

•

RMG prefers to see mechanisms that promote independence, accountability,

       responsiveness and competence

CF’s Poor Track Record: Acting Against

RiskMetrics’

Guidelines

(RiskMetrics’

2009

U.S.

Proxy

Voting

Manual)

Accountability:

CF’s

structural

defenses

encourage

the

opportunity

for

Board

entrenchment

•

Classified board

•

Poison pill

•

Directors may only be removed for cause

•

Prevent stockholders by acting written consent or to call special meetings

•

Supermajority

vote

requirement

to

amend

certain

charter

/

bylaw

provisions

Responsiveness:

Directors

should

be

responsive

to

stockholders,

particularly

to

tender

offers

where

a majority of votes are tendered

•

62% of CF stockholders tendered to Agrium’s June offer, yet CF has continually refused to

engage with Agrium

•

CF’s

Board

is

acting

contrary

to

RiskMetrics’

guidelines

and

in

our

view

is

not

acting

in

its

stockholders’

best

interests to create stockholder value

“RMG supports strong boards that demonstrate a commitment to creating shareholder value”

Fundamentals of Growth

28

Introduction

Governance

Transaction Valuation

Premiums Analysis

Conclusion

Appendix

Standalone Value of CF

Fundamentals of Growth

29

CF/Agrium: Better Combination Across

All Criteria

9.2%

6.6%

Integration

Risk

(Synergies

%

of

Pro

Forma

2010E

EBITDA)

(1)

113%

43%

Integration Risk (Deal Size % of Current Enterprise Value)

Smaller business totally reliant on

volatile commodities

Bigger, stronger and more stable

company

Stability

2009E: 1.7x

2010E: 1.7x

2009E: 1.6x

2010E: 1.0x

Pro

Forma

Leverage

(Debt/EBITDA)

(3)

CF: 4.2x

Terra: 4.5x

Blended: 4.3x

Agrium: 5.4x

CF: 4.2x

Blended: 5.1x

Historical

Consensus

Forward

Trading

Multiple

(2)

$1,310

$2,289

Pro

Forma

2010E

EBITDA

($millions)

(1)

2

revenue streams:

Nitrogen and Phosphate

5

revenue streams:

Nitrogen, Phosphate, Potash,

Retail and Specialties

Diversity

Estimated Non-Investment

Grade

(4)

Investment Grade

(lower cost of capital)

Credit Rating

CF has

invested in 1 joint venture:

TOTAL OF $25 MILLION

Agrium has

successfully completed 16

acquisitions:

9 acquisitions

TOTALING $3.4 BILLION

in the last 5 years alone

Execution and Integration Risk

Terra/CF

CF/Agrium

(1)

Includes CF/Agrium synergies of ~$150 million and Terra/CF synergies of $120 million.

(2)

Blended multiple of consensus EBITDA weighted on current enterprise value basis as of Nov 6. 12 month historical forward multiples ending Jan 15.  Source: CapitalIQ.

(3)

Agrium

2009E

pro

forma

debt

of

$3.0

billion

($1.8

billion

existing

debt

plus

$1.2

billion

new

debt),

divided

by

pro

forma

consolidated

EBITDA

for

2009E

of

$1.9

billion

($947

million

Agrium

plus

$783

million

CF

plus

~$150

million

synergies)

and

2010E

pro

forma

debt

of

$2.3

billion,

divided

by

pro

forma

consolidated

EBITDA

for

2010E

of

$2.3

billion

($1.5

billion

Agrium

plus

$674

million

CF plus ~$150 million synergies). Pro forma CF total debt of $2.2 billion per CF Nov 4 Investor Presentation,

divided by pro forma consolidated EBITDA for 2009E of $1.3 billion ($783 million CF plus $416 million Terra

and  $120 million synergies) and 2010E of $1.3 billion ($674 million CF plus $516 million Terra and $120 million

synergies). Assumes no pay-down of CF pro forma debt.

(4)

Investment rating not yet public.

Fundamentals of Growth

30

RiskMetrics Should Endorse Agrium’s

Offer

•

Agrium has made this best and final offer to provide clarity that this is a referendum on

completing this deal at this price, not a referendum on engagement

–

Fully-financed

–

All Canadian regulatory issues satisfied, re-filed with FTC as required under HSR

–

We are prepared to immediately execute a binding merger agreement, subject to limited

confirmatory due diligence (exactly the same as CF’s offer for Terra)

“At

the

annual

meeting,

CF

shareholders

appeared

to

indicate

that

they

trusted

the

CF

board

to

do

the

right

thing.

We

would

hope

that, depending on the tender offer results, the CF board would continue to deserve such trust.”

(RiskMetrics, June 16, 2009)

“In our April 12 analysis, we concluded that there were at least some question regarding the seriousness of the Agrium offer, and

that the then-prevailing offer value was not sufficiently compelling, and as such the burden did not shift to the CF board to justify its

rejection of Agrium’s offer. Two months later, we conclude that Agrium has adequately proven is bona fides as a serious bidder

and

that

the

deal

value

is

within

the

range

of

reasonableness

such

that

the

burden

now

shifts

to

the

CF

board

to

justify

its

“just say no”

defense.”

(RiskMetrics, June 16, 2009)

•

CF

has

failed

to

justify

its

“just

say

no”

defense

•

Target

shareholders,

as

owners

of

the

company,

should

be

allowed

to

decide

the

company’s fate

CF stockholders must send a clear message to the CF board and tender into Agrium’s offer

Agrium

remains

committed

and

will

consider

all

options

including

nominating

a

slate

of

directors

to

the

CF

board and litigation, if a resounding majority tender to our offer and CF refuses to act

“Given

the

extraordinary

nature

of

the

CF

board’s

‘end-run’

around

its

own

shareholders,

we

remain

concerned

about

the

accountability of the CF board going forward.”

(RiskMetrics, June 16, 2009)

Fundamentals of Growth

31

Introduction

Governance

Transaction Valuation

Premiums Analysis

Conclusion

Appendix

Standalone Value of CF

Fundamentals of Growth

32

Timeline of Events

•

Agrium confirms best and final offer absent engagement by CF (6/3)

•

Agrium extends exchange offer to June 22 (6/3)

May 30

•

Agrium increases offer to acquire CF (5/11)

–

$40.00 in cash plus 1 Agrium share

•

CF Board rejects Agrium’s revised offer (5/15)

May 10

•

CF extends exchange offer to June 26 (5/22)

May 17

•

CF stockholders withhold ~20% of votes for CF directors (4/21)

•

CF extends exchange offer to June 12 (4/24)

Apr 19

•

ISS RiskMetrics recommends stockholders do not withhold on CF

directors (4/12)

Apr 12

•

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 and launches withhold vote

campaign (3/27)

–

$35.00 in cash plus 1 Agrium share

Mar 22

•

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

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

Terra / CF

Jan 11

CF / Agrium

Week

(1)

CF unaffected price based on illustrative peer group of Mosaic, Potash Corp, Intrepid Potash, Israel Chemicals, K+S,

and Yara. Peer group performance based on USD equivalent stock price movement since Jan 15. This percentage

move was applied to CF’s operating asset value per share on Jan 15. Results then adjusted back for net cash.

•

CF restructures collar; claims value of revised offer increased to

$30.50; unaffected

price

(1)

of CF shares would suggest otherwise (3/23)

•

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

•

CF amends proposal to acquire Terra (3/9)

–

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

unaffected price of CF shares would suggest otherwise

–

Restructured offer to include non-voting preferred stock: attempting to

circumvent CF stockholder vote

•

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

•

CF launches proxy contest to elect three directors to Terra Board (3/12)

(1)

Fundamentals of Growth

33

Timeline of Events (cont’d)

•

Terra reiterates unattractiveness of CF proposal and revises

meeting date to November 20 (9/8)

Sep 6

•

CF brings lawsuit to compel Terra to hold its annual meeting

promptly (8/31)

•

CF announces that its offer for Terra has expired and is not being

extended (8/31)

•

Terra announces 2009 Annual Shareholder Meeting to be held on

November 19, with record date of October 9 (8/31)

Aug 30

•

CF increases exchange ratio to 0.465 CF shares per Terra share,

an increase from prior exchange ratio of 0.4539 (8/5)

–

CF also to issue five million contingent future shares to CF

shareholders, which would convert into CF common stock if CF’s

stock price traded over $115 for a specified period following close

–

CF would also buyback approximately $1 billion of its shares

following the transaction

•

CF extends revised exchange offer to August 21 (8/5)

Aug 2

•

Agrium extends exchange offer to September 22 (8/17)

•

CF extends exchange offer to August 31 (8/21)

•

Terra Board rejects CF’s revised proposal (8/25)

Aug 16

•

Agrium extends exchange offer to August 19 (7/20)

Jul 19

•

CF extends exchange offer to August 7 (7/6)

Jul 5

•

Agrium notes that CF refuses to engage in discussions and that Agrium

remains committed to acquiring CF (6/29)

Jun 28

•

CF reiterates it remains committed to acquiring Terra (6/16)

•

CF extends exchange offer to July 10 (6/19)

Jun 14

•

Agrium extends exchange offer to July 22 (6/23)

•

62% of CF stockholders tender their shares in support of Agrium’s

exchange offer (6/23)

•

CF files 14D-9 letter to its employees, stating that Agrium’s offer

substantially undervalues CF (6/23)

•

CF CEO says he is willing to consider deal with Agrium if a “compelling

offer”

is

made

(6/26)

Jun 21

Terra / CF

CF

/

Agrium

Week

•

ISS RiskMetrics recommends that CF stockholders tender their shares

into Agrium’s offer (6/16)

•

Agrium confirms it will continue to press CF if it receives a compelling

majority of shares tendered, but will walk away from transaction

if it does not (6/16)

Fundamentals of Growth

34

Timeline of Events (cont’d)

•

Agrium announces best and final offer at an increased price of one

Agrium share plus $45 per CF share (11/5)

•

CF Board rejects Agrium’s revised proposal (11/6)

•

CF revises offer for Terra to $32.00 cash and 0.1034 CF shares per

Terra share, including $7.50 per share dividend declared by Terra (11/1)

Nov 1

•

Agrium announces the sale of half of its Carseland nitrogen facility

to Terra for US$250 million (10/19)

–

Sale contingent upon Agrium successfully closing its proposed

acquisition of CF and Terra raising $600 million for debt restructuring

Oct 18

•

CF names three nominees to Terra’s board (10/14)

Oct 11

•

CF announces it had acquired 7% of Terra in open market and made

revised proposal to Terra (9/28)

•

Terra Board rejects CF’s revised proposal (10/1)

Sep 27

•

Agrium extends exchange offer to October 22 (9/21)

Sep 20

Terra / CF

CF / Agrium

Week

•

Terra announces special $7.50 per share cash dividend and tender

offer for 7.0% senior notes due 2017 (9/24)

•

Terra sends letter to shareholders following announcement of

its Q3 results urging them to reject CF’s proposals (10/22)

Fundamentals of Growth

35

Estimating CF’s Unaffected Stock Price

•

Taken together, the three methodologies point to an unaffected stock

price in the $64 to $70 range (53% of results)

(1)

CF unaffected price based on illustrative peer group of Mosaic, Potash Corp, Intrepid Potash, Israel Chemicals,

K+S, and Yara. Peer group performance based on USD equivalent stock price movement since base dates.

Percentage moves applied to CF’s operating asset value per share on respective base dates, using net cash at

Mar

31. Results then adjusted back for net cash at Mar 31.

(2)

Using same peer group, percentage moves applied to CF’s stock price respective base dates, with no adjustment

for net cash.

(3)

Using same peer group, percentage moves applied to CF’s operating asset value per share on respective base

dates, using net cash at Dec 31. Results then adjusted back for net cash at Sep 30, including CF’s toehold in Terra,

valued at a $29 estimated unaffected stock price for Terra per CF’s Nov 4 Investor Presentation.

Source: Bloomberg, company filings; Current market data as of Nov 6.

0

2

4

6

8

10

12

14

$56.00 to

$58.00

$58.00 to

$60.00

$60.00 to

$62.00

$62.00 to

$64.00

$64.00 to

$66.00

$66.00 to

$68.00

$68.00 to

$70.00

$70.00 to

$72.00

$72.00 to

$74.00

$74.00 to

$76.00

$76.00 to

$78.00

CF Unaffected Price -

Base Date Range from Dec 31, 2008 to Feb 24, 2009

0%

5%

10%

15%

20%

25%

30%

AGU Methodology(1)

CF Methodology(2)

RMG Methodology(3)

5%

13%

25%

28%

18%

8%

3%

3%

3%

10%

20%

28%

25%

8%

3%

5%

8%

23%

33%

15%

15%

3%

5%

Fundamentals of Growth

36

CF’s “Consensus”

EBITDA

•

CF does not ‘own’

100% of its consolidated EBITDA

–

CF’s joint venture partner owns 34% minority interest in Canadian Fertilizer Limited

–

CF also has equity in earnings from its interest in unconsolidated affiliate KEYTRADE AG

•

Equity

research

analysts

differ

in

their

approach

to

calculating

CF’s

EBITDA

–

Certain

equity

research

analysts

quote

consolidated

EBITDA

where

others

adjust

for

leakage

of minority interest and addition of equity investment income

–

The following table reconciles EBITDA forecasts by analysts who formally cover CF to

provide

an

estimated

Bloomberg

consensus

view

of

“owned”

EBITDA,

including

equity

investment income

Note: Consensus also includes Dahlman Rose & Co..  Equity research analyst reports unavailable and not included in this analysis.

(1)

Analyst reports EBITDA before deducting minority interest and excluding income from equity affiliates.

(2)

Forecast equity earnings assumed to incorporate and primarily comprise minority interest adjustment.

(3)

Analyst reports EBITDA after deducting minority interest but excluding income from equity affiliates.

(4)

Minority interest not disclosed. Ratio of minority interest to EBITDA per Nov 19, 2008 report applied to current forecast EBITDA.

(5)

Due to limited disclosure in Nov 6 report, equity investments referenced from Oct 2 report.

(6)

Analyst reports 'Owned' EBITDA, i.e. after deducting minority interest and including income from equity affiliates.

(7)

Minority interest and equity earnings not disclosed. Values based on ratio of equity income to

EBITDA per 2008A results applied to Sterne, Agee forecasts and calculated implied minority interest.

(US$ millions)

Consensus

Broadpoint

(1,2)

BAS-ML

(3)

Goldman Sachs

(1,4)

UBS

(3,5)

BMO

(6)

Sterne, Agee

(1,7)

Adj. Average

02-Nov

27-Oct

01-Nov

06-Nov

27-Oct

27-Oct

Adiusted 2009E EBITDA Build-up

2009E EBITDA (per Analyst Report)

$734

$828

$720

$823

$727

$824

Less: Minority Interest Adjustment

-

(105)

(57)

n/a

n/a

(98)

Add: Equity Earnings Adjustment

(98)

-

-

2

n/a

3

Consensus 2009E 'Owned' EBITDA

$636

$723

$663

$825

$727

$729

$717

Adiusted 2010E EBITDA Build-up

2010E EBITDA (per Analyst Report)

$674

$805

$724

$660

$485

$676

Less: Minority Interest Adjustment

-

(115)

(80)

n/a

n/a

(84)

Add: Equity Earnings Adjustment

(80)

-

-

6

n/a

2

Consensus 2010E 'Owned' EBITDA

$594

$690

$644

$666

$485

$594

$612

Fundamentals of Growth

37

Offer is a Premium to Precedent Transactions

Precedent All Stock and Mixed Consideration Deals

Source: Company filings, Company press releases and Capital IQ

Note: Includes deals where target is North American and implied equity and enterprise values are greater than US$1bn.  Excludes distressed / financial transactions.  High end of range shown for all

collared transactions. Assumes cash from exercise of in-the-money options is not used to repurchase shares. 

(1)

Represents current offer price as of Nov 6.  EV excludes minority interest. Premiums based off reference date of Feb 25, undisturbed date of Jan 15, and capital structure at Dec 31.  CF cash includes

market value of position in Terra at an estimated unaffected price of $29 per CF’s Nov 4 Investor Presentation.

(2)

Represents

current

offer

price

as

of

Nov

6.

EV

excludes

minority

interest.

All

premiums

based

off

reference

date

of

Jan

15

and

capital

structure

at

Dec

31.

CF

cash

includes

market

value

of

position

in

Terra at an estimated unaffected price of $29 per CF’s Nov 4 Investor Presentation.

(3)

Represents current offer price as of Nov 6.  EV excludes minority interest. Premiums based off an estimated unaffected stock price of $68.33 and current capital structure at Nov 4. CF cash includes

market value of position in Terra at an estimated unaffected price of $29 per CF’s Nov 4 Investor Presentation.

(4)

On Jun 3, 2009, following EMC Corp’s proposal to acquire Data Domain for $30 per share in cash, Data Domain

announced that they had entered into a revised acquisition agreement to acquire Net App or $30 per share in

cash and stock (original offer was $25 per share in cash and stock) . Premium represents revised offer.

(5)

Represents current offer price at revised deal terms (exchange ratio of 0.1034x and $32 cash per share) as

of Oct 30.  EV excludes  minority interest. Premiums based off reference date of Jan 15. TRA cash net of $25mm estimated deal expenses.

Transaction Value

Premium to

Undisturbed

Premium to

1 Day Prior

Premium to

1 Month Prior

Announce Date

Acquirer

Target

Equity

EV

Equity

EV

Equity

EV

Equity

EV

Equity

EV

25-Feb-09

Agrium

CF Industries (vs Feb 25 ref date) (1)

$

4,790

$

3,965

101%

93%

71%

61%

101%

94%

83%

74%

25-Feb-09

Agrium

CF Industries (vs Jan 15 ref date) (2)

4,790

3,965

101%

93%

101%

93%

71%

61%

88%

79%

25-Feb-09

Agrium

CF Industries (vs Unaffected Price) (3)

4,790

3,965

39%

52%

All Stock

3-Nov-09

Stanley Works

Black and Decker

$

3,603

$

4,473

22%

17%

22%

17%

34%

26%

18%

14%

12-May-09

Alpha Natural Resources

Foundation Coal

1,444

1,966

35%

23%

35%

23%

90%

53%

63%

40%

8-Apr-09

Pulte

Centex

1,317

3,122

38%

13%

38%

13%

94%

26%

36%

12%

1-Apr-09

Fidelity National

Metavante Technologies

3,183

4,471

23%

15%

23%

15%

48%

29%

34%

21%

27-Oct-08

CenturyTel

Embarq

5,824

11,744

36%

15%

36%

15%

(6)%

(3)%

13%

6%

20-Oct-08

Exelon

NRG

7,341

14,622

39%

15%

39%

15%

(12)%

(5)%

26%

11%

Median

35%

15%

35%

15%

41%

26%

30%

13%

Mean

32%

16%

32%

16%

41%

21%

32%

17%

Mixed Consideration

28-Sep-09

Xerox

Affiliated Computer Services

$

7,072

$

8,280

34%

33%

34%

33%

40%

38%

38%

36%

31-Aug-09

Walt Disney

Marvel

3,981

3,877

29%

30%

29%

30%

26%

27%

29%

30%

31-Aug-09

Baker Hughes

BJ Services

5,240

5,530

16%

15%

16%

15%

27%

25%

22%

21%

5-Aug-09

Petrobank

TriStar Oil and Gas

C$2,338

C$2,638

28%

24%

28%

24%

44%

37%

33%

28%

21-May-09

NetApp

Data Domain (4)

1,974

1,612

67%

91%

67%

91%

114%

173%

82%

116%

20-Apr-09

PepsiCo

The Pepsi Bottling Group

9,009

13,603

45%

28%

45%

28%

86%

44%

58%

33%

20-Apr-09

PepsiCo

PepsiAmericas

3,593

5,793

43%

29%

43%

29%

80%

46%

55%

35%

9-Mar-09

Merck

Schering Plough

42,023

45,850

45%

39%

34%

30%

20%

18%

32%

29%

15-Jan-09

CF Industries

Terra Industries (5)

4,046

3,490

147%

128%

147%

128%

128%

109%

142%

123%

26-Jan-09

Pfizer

Wyeth

70,336

65,151

29%

32%

15%

16%

39%

42%

25%

28%

Median

38%

31%

34%

30%

42%

40%

35%

32%

Mean

48%

45%

46%

43%

60%

56%

52%

48%

Premium to 1

Month VWAP

Fundamentals of Growth

38

Source: Company filings, Company press releases and CapIQ

Note: Includes deals where target is North American and implied equity and enterprise values are greater than US$1bn.  Excludes distressed / financial transactions.  High end of range shown for all collared

transactions. Assumes cash from exercise of in-the-money options is not used to repurchase shares. 

(1)

Represents current offer price as of Nov 6.  EV excludes minority interest. Premiums based off reference date of Feb 25, undisturbed date of Jan 15, and capital structure at Dec 31.  CF cash includes

market value of position in Terra at an estimated unaffected price of $29 per CF’s Nov 4 Investor Presentation.

(2)

Represents

current

offer

price

as

of

Nov

6.

EV

excludes

minority

interest.

All

premiums

based

off

reference

date

of

Jan

15

and

capital

structure

at

Dec

31.

CF

cash

includes

market

value

of

position

in

Terra at an estimated unaffected price of $29 per CF’s Nov 4 Investor Presentation.

(3)

Represents current offer price as of Nov 6.  EV excludes minority interest. Premiums based off an estimated unaffected stock price of $68.33 and current capital structure at Nov 4. CF cash includes

market value of position in Terra at an estimated unaffected price of $29 per CF’s Nov 4 Investor Presentation.

(4)

Target is Canadian.  TransAlta initially proposed to acquire Canadian Hydro at $4.55 per share on July 20.  Revised terms to $5.25 on October 5.  Premiums based off of revised deal terms.

(5)

Undisturbed

date

as

of

May

20,

one

day

prior

to

NetApp's

bid

for

Data

Domain. 

(6)

Target is Canadian. All premiums based off the unaffected date of Jun 5, except 1 day prior, which is based

off of Jun 23.

(7)

Target is Canadian. 

(8)

Undisturbed

date

is

Jan

26,

one

day

prior

to

Astellas

bid

for

CV

Therapeutics.

(9)

Excluded from mean and median due to very high leverage at target, which inflates observed equity premiums.

Offer is a Premium to Precedent Transactions

Precedent All Cash Deals

Transaction Value

Premium to

Undisturbed

Premium to

1 Day Prior

Premium to

1 Month Prior

Announce Date

Acquirer

Target

Equity

EV

Equity

EV

Equity

EV

Equity

EV

Equity

EV

25-Feb-09

Agrium

CF Industries (vs Feb 25 ref date) (1)

$

4,790

$

3,965

101%

93%

71%

61%

101%

94%

83%

74%

25-Feb-09

Agrium

CF Industries (vs Jan 15 ref date) (2)

4,790

3,965

101%

93%

101%

93%

71%

61%

88%

79%

25-Feb-09

Agrium

CF Industries (vs Unaffected Price) (3)

4,790

3,965

39%

52%

All Cash

21-Sep-09

Dell

Perot Systems

$

4,139

$

3,760

68%

80%

68%

80%

76%

91%

76%

90%

22-Oct-09

KNOC

Harvest Energy

C$1,836

C$4,023

37%

14%

37%

14%

44%

16%

42%

15%

20-Oct-09

Adecco Group

MPS Group

$

1,399

$

1,242

24%

28%

24%

28%

24%

28%

27%

31%

13-Oct-09

Cisco

Starent Networks

2,856

2,395

21%

26%

21%

26%

43%

55%

33%

42%

6-Oct-09

Emerson

Avocent Corporation

1,174

1,190

22%

21%

22%

21%

45%

44%

25%

24%

27-Jul-09

Agilent

Varian

1,608

1,413

33%

38%

33%

38%

30%

35%

37%

43%

23-Jul-09

Bristol-Myers Squibb

Medarex

2,577

2,065

90%

126%

90%

126%

93%

130%

92%

131%

20-Jul-09

Transalta

Canadian Hydro Developers (4)

C$785

C$1,637

44%

21%

44%

21%

41%

20%

48%

22%

1-Jun-09

EMC

Data Domain (5)

2,554

2,192

87%

118%

32%

39%

94%

130%

48%

60%

24-Jun-09

Sinopec

Addax Petroleum (6)

C$8,758

C$10,287

47%

37%

16%

13%

56%

42%

49%

38%

20-Apr-09

Oracle

Sun Micro Systems

7,369

5,624

42%

63%

42%

63%

17%

24%

32%

46%

23-Mar-09

Suncor Energy

Petro-Canada (7)

C$19,622

C$22,638

33%

28%

33%

28%

52%

42%

42%

34%

12-Mar-09

Gilead

CV Therapeutics (8)

1,421

1,308

76%

48%

25%

11%

29%

15%

28%

14%

27-Jan-09

Astellas

CV Therapeutics

1,011

1,175

41%

33%

41%

33%

79%

61%

50%

40%

12-Jan-09

Abbott

Advanced Medical Optics (9)

1,418

2,901

149%

41%

149%

41%

274%

55%

215%

49%

1-Dec-08

J&J

Mentor Corporation

1,079

1,149

92%

82%

92%

82%

83%

75%

103%

90%

10-Nov-08

AT&T

Centennial Communications

970

2,840

121%

23%

121%

23%

182%

28%

161%

26%

7-Oct-08

Eli Lilly

ImClone

6,749

6,173

51%

58%

5%

5%

10%

11%

9%

10%

Median

45%

37%

35%

28%

49%

42%

45%

39%

Mean

60%

49%

50%

38%

71%

50%

62%

45%

Premium to 1

Month VWAP

Fundamentals of Growth

39

Long-term CF stockholders have sold

out...

•

Long-term CF stockholders have sold, sending a clear message about

their perspectives on fundamental value to CF

Source:  13-F filings per Thomson Financial as of Jun 30.

Top 20 Stockholder Detail

Position as at

Investor

Style

Dec 31

Mar 31

Jun 30

% Chg Position

1

BARCLAYS BANK PLC

Index

3,266,198

2,831,879

2,883,860

(11.7)%

2

STATE STR CORPORATION

Index

3,239,344

2,319,261

2,058,487

(36.5)%

3

VANGUARD GROUP, INC.

Index

2,731,690

2,359,299

2,245,809

(17.8)%

4

D. E. SHAW & CO., L.P.

Hedge

1,911,397

587,168

103,410

(94.6)%

5

GREENLIGHT CAPITAL, INC.

Institutional

1,812,938

-

                    

-

                    

(100.0)%

6

GROWMARK (1)

Related Party

1,510,403

1,510,403

1,510,403

-

                                 

7

AMVESCAP PLC LONDON

Institutional

1,501,561

51,909

-

                    

(100.0)%

8

CALAMOS ADVR LLC

Institutional

1,402,650

-

                    

-

                    

(100.0)%

9

AXA FINANCIAL, INC.

Institutional

1,045,483

849,705

758,178

(27.5)%

10

JANUS CAPITAL MANAGEMENT LLC

Institutional

987,721

215,701

147,501

(85.1)%

11

DEUTSCHE BK AKTIENGESELLSCHAFT

Institutional

838,812

703,701

274,250

(67.3)%

12

FEDERATED INVESTORS, INC.

Institutional

790,228

4

59,900

(92.4)%

13

BANK OF AMERICA CORPORATION

Institutional

756,296

293,655

290,575

(61.6)%

14

PENNANT CAPITAL MANAGEMENT

Hedge

674,279

998,079

550,809

(18.3)%

15

LAZARD CAPITAL MARKETS LLC

Institutional

662,784

-

                    

-

                    

(100.0)%

16

FIDELITY MANAGEMENT & RESEARCH

Institutional

637,935

779,777

363,917

(43.0)%

17

MELLON BANK NA

Institutional

630,677

426,524

-

                    

(100.0)%

18

NWQ INVESTMENT MGMT CO, LLC

Institutional

622,838

754,999

249,707

(59.9)%

19

WELLINGTON MANAGEMENT CO, LLP

Institutional

592,024

527,130

460,223

(22.3)%

20

COLLEGE RETIRE EQUITIES

Institutional

583,512

491,711

701,098

20.2%

Top 20 Stockholders

26,198,770

15,700,905

12,658,127

(51.7)%

- Excluding Index Funds & Related Party

15,451,135

6,680,063

3,959,568

(74.4)%

- Excluding Index & Hedge Funds & Related Party

12,865,459

5,094,816

3,305,349

(74.3)%

Fundamentals of Growth

40

...And represent ~20% of Top 20

Source:  13-F filings per Thomson Financial as of Jun 30. Analysis excludes Agrium toe-hold position.

•

Significant new entrants in CF’s stockholder base accumulated

positions from long-term stockholders selling out

Position as at

Investor

Style

Dec 31

Mar 31

Jun 30

% Chg Position

1

BARCLAYS BANK PLC

Index

3,266,198

2,831,879

2,883,860

(11.7)%

2

VANGUARD GROUP, INC.

Index

2,731,690

2,359,299

2,245,809

(17.8)%

3

STATE STR CORPORATION

Index

3,239,344

2,319,261

2,058,487

(36.5)%

4

TPG AXON CAPITAL

Hedge Fund

-

                    

2,625,000

1,831,704

100.0%

5

ETON PARK CAPITAL MGMT, L.L.C.

Hedge Fund

-

                    

-

                    

1,615,300

100.0%

6

GROWMARK

Related Party

1,510,403

1,510,403

1,510,403

-

                                 

7

MASON CAPITAL MANAGEMENT

Hedge Fund

-

                    

479,200

1,139,908

100.0%

8

CHESAPEAKE PTNR MGMT CO. INC.

Hedge Fund

-

                    

574,900

961,095

100.0%

9

THIRD POINT, L.L.C.

Hedge Fund

-

                    

-

                    

850,000

100.0%

10

OCH-ZIFF CAPITAL MGMT, L.P.

Hedge Fund

-

                    

-

                    

808,330

100.0%

11

AXA FINANCIAL, INC.

Institutional

1,045,483

849,705

758,178

(27.5)%

12

COLLEGE RETIRE EQUITIES

Institutional

583,512

491,711

701,098

20.2%

13

JGD MANAGEMENT CORP.

Hedge Fund

-

                    

500,000

628,635

100.0%

14

S & E PTNR L.P.

Hedge Fund

-

                    

-

                    

624,000

100.0%

15

NORTHERN TRUST CORP

Index

564,594

553,691

569,171

0.8%

16

PENNANT CAPITAL MANAGEMENT

Hedge Fund

674,279

998,079

550,809

(18.3)%

17

NOONDAY ASSET MANAGEMENT, L.P.

Hedge Fund

-

                                

-

                                

550,000

100.0%

18

AMERICAN CENT INVESTMENT MGMT.

Institutional

234,172

640,266

526,889

125.0%

19

PUTNAM INVESTMENT MGMT, L.L.C.

Institutional

346,313

449,521

507,827

46.6%

20

PAULSON & CO. INC.

Institutional

-

                    

-

                    

500,000

100.0%

Top 20 Stockholders

14,195,988

17,182,915

21,821,503

53.7%

- Excluding Index Funds & Related Party

2,883,759

7,608,382

12,553,773

335.3%

- Excluding Index & Hedge Funds & Related Party

2,209,480

2,431,203

2,993,992

35.5%

Top 20 Stockholder Detail