LETTER TO CLIENTS
Increased Offer by NORTH ACQUISITION CO.,
its Wholly-Owned Subsidiary
Exchange Each Outstanding Share of Common Stock
(Including the Associated Series A Junior Participating Preferred Stock Purchase Rights)
CF INDUSTRIES HOLDINGS, INC.
$40.00 in Cash and 1.0 Common Share of Agrium Inc.
1.8850 Common Shares of Agrium Inc.
$85.20 in Cash
subject, in the case of an all-cash election or an all-stock election, to the proration procedures
described in the prospectus/offer to exchange and the accompanying letter of election and transmittal
THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
JUNE 15, 2009, UNLESS EXTENDED. SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY
TIME PRIOR TO THE EXPIRATION OF THE OFFER.
May 14, 2009
To Our Clients:
Enclosed for your consideration are the prospectus/offer to exchange, dated May 14, 2009 (the “Prospectus”), and the
accompanying letter of election and transmittal (the “Letter of Election and Transmittal”), which together, as each may be
amended, supplemented or otherwise modified from time to time, constitute the “Offer,” by North Acquisition Co., a Delaware
corporation (“Offeror”) and a wholly-owned subsidiary of Agrium Inc., a corporation governed by the Canada Business
Corporations Act (“Agrium”), to exchange for each outstanding share of common stock of CF Industries Holdings, Inc., a
Delaware corporation (“CFI”), par value $0.01 per share (including the associated Series A Junior Participating Preferred Stock
purchase rights, the “Shares”), validly tendered and not properly withdrawn in the Offer, at the election of the holder of such
Share, one of the following:
subject to the proration procedures described in the Prospectus and the related Letter of Election and Transmittal:
The aggregate cash consideration to be paid by Agrium in the Offer and the Proposed Merger will not exceed