<PAGE>
                                                                     Exhibit 4.7





                              AMENDED AND RESTATED
                        SHAREHOLDER RIGHTS PLAN AGREEMENT
          (amending and restating the Shareholder Rights Plan Agreement
                              dated March 2, 1998)


                             Dated as of May 9, 2001



                                     BETWEEN



                                   AGRIUM INC.



                                       and



                            CIBC MELLON TRUST COMPANY
                                 as Rights Agent



<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
                                  ARTICLE 1
                             CERTAIN DEFINITIONS

1.1    Certain Definitions..................................................  2
1.2    Currency ............................................................ 14
1.3    Acting Jointly or in Concert......................................... 14
1.4    Control.............................................................. 14
1.5    References to this Agreement......................................... 14

                                  ARTICLE 2
                                 THE RIGHTS

2.1    Legend on Common Share Certificates.................................. 14
2.2    Initial Exercise Price; Exercise of Rights; Detachment of Rights..... 15
2.3    Adjustments to Exercise Price; Number of Rights...................... 17
2.4    Date on Which Exercise is Effective.................................. 21
2.5    Execution, Authentication, Delivery and Dating of
       Rights Certificates.................................................. 21
2.6    Registration, Registration of Transfer and Exchange.................. 21
2.7    Mutilated, Destroyed, Lost and Stolen Rights Certificates............ 22
2.8    Persons Deemed Owners................................................ 22
2.9    Delivery and Cancellation of Certificates............................ 23
2.10   Agreement of Rights Holders.......................................... 23

                                  ARTICLE 3
       ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS

3.1    Flip-in Event........................................................ 24

                                  ARTICLE 4
                              THE RIGHTS AGENT

4.1    General  ............................................................ 25
4.2    Merger, Amalgamation or Consolidation or Change of Name of
       Rights Agent......................................................... 26
4.3    Duties of Rights Agent............................................... 26
4.4    Change of Rights Agent............................................... 28

                                  ARTICLE 5
                                MISCELLANEOUS

5.1    Redemption and Termination........................................... 29
5.2    Expiration........................................................... 31
5.3    Issuance of New Rights Certificates.................................. 31
5.4    Supplements and Amendments........................................... 31
5.5    Fractional Rights and Fractional Shares.............................. 33
5.6    Rights of Action..................................................... 33
5.7    Holder of Rights Not Deemed a Shareholder............................ 33
5.8    Notice of Proposed Actions........................................... 33
5.9    Notices  ............................................................ 34
5.10   Costs of Enforcement................................................. 35

                                     -i-
<PAGE>


                                TABLE OF CONTENTS
                                  (CONTINUED)

                                                                            PAGE

5.11   Successors........................................................... 35
5.12   Benefits of this Agreement........................................... 35
5.13   Descriptive Headings................................................. 35
5.14   Governing Law........................................................ 35
5.15   Language............................................................. 35
5.16   Counterparts......................................................... 36
5.17   Severability......................................................... 36
5.18   Effective Date....................................................... 36
5.19   Shareholder Review................................................... 36
5.20   Regulatory Approvals................................................. 36
5.21   Declaration as to Non-Canadian and Non-U.S. Holders.................. 37
5.22   Determinations and Actions by the Board of Directors................. 37


                                      -ii-

<PAGE>

             AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT


         THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT made as of
the 9th day of May, 2001 (amending and restating the Shareholder Rights Plan
Agreement of the Corporation dated March 2, 1998)

BETWEEN:

                    AGRIUM INC., a body corporate organized
                    under the laws of Canada (hereinafter
                    referred to as the "CORPORATION")

                                                               OF THE FIRST PART

                                     - and -

                    CIBC MELLON TRUST COMPANY, a trust
                    company incorporated under the laws of
                    Canada (hereinafter referred to as the
                    "RIGHTS AGENT")

                                                              OF THE SECOND PART

         WHEREAS the Corporation and The R-M Trust Company originally entered
into an agreement dated March 1, 1995, as amended and restated on April 28,
1995, respecting a shareholder rights plan that would be effective at the latest
until May 10, 1998 (the "ORIGINAL PLAN");

         AND WHEREAS the Original Plan was replaced by the Shareholder Rights
Plan Agreement of the Corporation dated March 2, 1998 (the "1998 PLAN") that
would be effective at the latest until the termination of the annual meeting in
2001;

         AND WHEREAS the Board of Directors of the Corporation has determined
that it is advisable to continue the shareholder rights plan by adopting an
amended and restated shareholder rights plan to take effect immediately upon
receipt of approval of the Independent Shareholders as defined herein to conform
to current corporate practices to effect the continued distribution of Rights
under the 1998 Plan as further amended and restated herein (the "RIGHTS PLAN")
to ensure, to the extent possible, that all shareholders of the Corporation are
treated fairly in connection with any take-over offer for the Corporation and,
due to the uniqueness of the Corporation's business, to ensure that the Board of
Directors are provided with a sufficient time to evaluate unsolicited take-over
bids and to explore and develop alternatives to maximize shareholder value;

         AND WHEREAS, in order to continue implementation of the Rights Plan,
the Board of Directors of the Corporation has:

         (a)   reconfirmed the distribution of one right (a "RIGHT") in respect
               of each Common Share as hereinafter defined) outstanding at the
               close of business on May 10, 1998 (the "RECORD TIME"), such
               distribution being made to shareholders of record at the Record
               Time; and

         (b)   reconfirmed its authorization of the issuance of one Right in
               respect of each Common Share issued after the Record Time and
               prior to the earlier of the Separation Time (as hereinafter
               defined) and the Expiration Time (as hereinafter defined);

<PAGE>
                                     - 2 -



         AND WHEREAS each Right entitles the holder thereof after the Separation
Time to purchase securities of the Corporation pursuant to the terms and subject
to the conditions set forth herein;

         AND WHEREAS the Corporation desires to confirm the appointment of the
Rights Agent to act on behalf of the Corporation, and the Rights Agent is
willing to so continue to act, in connection with the issuance, transfer,
exchange and replacement of Rights Certificates (as hereinafter defined), the
exercise of Rights and other matters referred to herein;

         NOW THEREFORE in consideration of the premises and the respective
agreements set forth herein, the parties hereby agree as follows:

                                   ARTICLE 1
                               CERTAIN DEFINITIONS

1.1      CERTAIN DEFINITIONS

         For purposes of this Agreement, the following terms have the meanings
indicated:

         (a)   "ACQUIRING PERSON" shall mean any Person who is the Beneficial
               Owner of 20% or more of the outstanding Common Shares of the
               Corporation; provided, however, that the term "Acquiring Person"
               shall not include:

               (i)   the Corporation or any Subsidiary of the Corporation;

               (ii)  any Person who becomes the Beneficial Owner of 20% or more
                     of the outstanding Common Shares of the Corporation as a
                     result of any one or a combination of

                     (A)   an acquisition or redemption by the Corporation of
                           Common Shares of the Corporation which, by reducing
                           the number of Common Shares outstanding, increases
                           the proportionate number of Common Shares
                           Beneficially Owned by such Person to 20% or more of
                           the Common Shares of the Corporation then
                           outstanding;

                     (B)   share acquisitions made pursuant to a Permitted Bid
                           ("PERMITTED BID ACQUISITIONS");

                     (C)   share acquisitions (1) in respect of which the Board
                           of Directors of the Corporation has waived the
                           application of Section 3.1 pursuant to Sections
                           5.1(b), 5.1(c) or 5.1(d); or (2) which were made on
                           or prior to the date of the 1998 Plan; or (3) which
                           were made pursuant to a dividend reinvestment plan of
                           the Corporation; or (4) pursuant to the receipt or
                           exercise of rights issued by the Corporation to all
                           the holders of the Common Shares (other than holders
                           resident in a jurisdiction where such distribution is
                           restricted or impracticable as a result of applicable
                           law) to subscribe for or purchase Common Shares or
                           Convertible Securities, provided that such rights are
                           acquired directly from the Corporation and not from
                           any other person; or (5) pursuant to a distribution
                           to the public by the Corporation of Common Shares or
                           Convertible Securities made pursuant to a prospectus;
                           provided that the Person does not thereby


<PAGE>
                                     - 3 -


                           acquire a greater percentage of such Common Shares or
                           Convertible Securities so offered than the person's
                           percentage of Common Shares or Convertible Securities
                           beneficially owned immediately prior to such
                           acquisition; or (6) pursuant to a distribution by the
                           Corporation of Common Shares or Convertible
                           Securities by way of a private placement by the
                           Corporation or upon the exercise by an individual
                           employee of stock options granted under a stock
                           option plan of the Corporation or rights to purchase
                           securities granted under a share purchase plan of the
                           Corporation, provided that (i) all necessary stock
                           exchange approvals for such private placement, stock
                           option plan or share purchase plan have been obtained
                           and such private placement, stock option plan or
                           share purchase plan complies with the terms and
                           conditions of such approvals and (ii) such Person
                           does not become the Beneficial Owner of more than 25%
                           of the Common Shares outstanding immediately prior to
                           the distribution, and in making this determination
                           the Common Shares to be issued to such Person in the
                           distribution shall be deemed to be held by such
                           Person but shall not be included in the aggregate
                           number of outstanding Common Shares immediately prior
                           to the distribution ("EXEMPT ACQUISITIONS");

                     (D)   the acquisition of Common Shares upon the exercise of
                           Convertible Securities received by such Person
                           pursuant to a Permitted Bid Acquisition, Exempt
                           Acquisition or a Pro Rata Acquisition (as defined
                           below) ("CONVERTIBLE SECURITY ACQUISITIONS"); or

                     (E)   acquisitions as a result of a stock dividend, a stock
                           split or other event pursuant to which such Person
                           receives or acquires Common Shares or Convertible
                           Securities on the same pro rata basis as all other
                           holders of Common Shares of the same class ("PRO RATA
                           ACQUISITIONS");

                     provided, however, that if a Person shall become the
                     Beneficial Owner of 20% or more of the Common Shares of the
                     Corporation then outstanding by reason of any one or a
                     combination of (i) share acquisitions or redemptions by the
                     Corporation or (ii) Permitted Bid Acquisitions or (iii)
                     Exempt Acquisitions or (iv) Convertible Security
                     Acquisitions or (v) Pro Rata Acquisitions and, after such
                     share acquisitions or redemptions by the Corporation or
                     Permitted Bid Acquisitions or Exempt Acquisitions,
                     Convertible Security Acquisitions or Pro Rata Acquisitions,
                     such Person subsequently becomes the Beneficial Owner of
                     more than an additional 1.00% of the number of Common
                     Shares of the Corporation outstanding other than pursuant
                     to any one or combination of share acquisitions or
                     redemptions of shares by the Corporation, Permitted Bid
                     Acquisitions, Exempt Acquisitions, Convertible Security
                     Acquisitions or Pro Rata Acquisitions, then as of the date
                     of any such acquisition such Person shall become an
                     "ACQUIRING PERSON";

               (iii) a Grandfathered Person provided, however, that if such
                     Person shall thereafter become the Beneficial Owner of more
                     than an additional 1.00% of the number of Common Shares of
                     the Corporation outstanding other than pursuant to share
                     acquisitions or redemptions of shares by the Corporation,
                     Permitted Bid Acquisitions, Exempt Acquisitions,
                     Convertible Security Acquisitions or Pro


<PAGE>
                                     - 4 -


                     Rata Acquisitions, then as of the date of any such
                     acquisition such Person shall become an "ACQUIRING PERSON";

               (iv)  for a period of 10 days after the Disqualification Date,
                     any Person who becomes the Beneficial Owner of 20% or more
                     of the outstanding Common Shares as a result of such Person
                     becoming disqualified from relying on clause 1.1(e)(B)
                     solely because such Person makes or announces an intention
                     to make a Take-over Bid, either alone or by acting jointly
                     or in concert with any other Person. For the purposes of
                     this definition, "DISQUALIFICATION DATE" means the first
                     date of public announcement that any Person is making or
                     intends to make a Take-over Bid either alone or by acting
                     jointly or in concert with any other Person; or

               (v)   an underwriter or member of a banking or selling group that
                     becomes the Beneficial Owner of 20% or more of the Common
                     Shares in connection with a distribution of securities by
                     way of prospectus or private placement.

         (b)   "AFFILIATE", used to indicate a relationship with a specified
               corporation, shall mean a Person that directly, or indirectly
               through one or more controlled intermediaries, controls, or is a
               corporation controlled by, or is under common control with, such
               specified corporation.

         (c)   "AMENDMENT DATE" means May 9, 2001.

         (d)   "ASSOCIATE" of a specified individual shall mean any individual
               to whom such specified individual is married or with whom such
               specified individual is living in a conjugal relationship,
               outside marriage, or any relative of such specified individual or
               said spouse who has the same home as such specified individual.

         (e)   A Person shall be deemed the "BENEFICIAL OWNER", and to have
               "BENEFICIAL OWNERSHIP", of, and to "BENEFICIALLY OWN":

               (i)   any securities as to which such Person or any of such
                     Person's Affiliates or Associates is the owner at law or in
                     equity;

               (ii)  any securities as to which such Person or any of such
                     Person's Affiliates or Associates has the right to acquire
                     (A) upon the exercise of any Convertible Securities, or (B)
                     pursuant to any agreement, arrangement or understanding,
                     where such right is exercisable within a period of 60 days
                     whether or not on condition or the happening of any
                     contingency (other than (1) customary agreements with and
                     between underwriters and banking group or selling group
                     members with respect to a distribution to the public or
                     pursuant to a private placement of securities; or (2)
                     pursuant to a pledge of securities in the ordinary course
                     of business); and

               (iii) any securities which are Beneficially Owned within the
                     meaning of clauses 1.1(e)(i) or 1.1(e)(ii) above by any
                     other Person with which such Person is acting jointly or in
                     concert;

               provided, however, that a Person shall not be deemed the
               "BENEFICIAL OWNER", or to have "BENEFICIAL OWNERSHIP" of, or to
               "BENEFICIALLY OWN", any security:

<PAGE>
                                     - 5 -


                     (A)   where (1) the holder of such security has agreed to
                           deposit or tender such security pursuant to a
                           Permitted Lock-up Agreement to a Take-over Bid made
                           by such Person or any of such Person's Affiliates or
                           Associates or any other person referred to in clause
                           1.1(e)(iii) or (2) such security has been deposited
                           or tendered pursuant to a Take-over Bid made by such
                           Person or any of such Person's Affiliates or
                           Associates or any other Person referred to in clause
                           1.1(e)(iii) until the earliest time at which any such
                           tendered security is accepted unconditionally for
                           payment or exchange or is taken up and paid for;

                     (B)   where such Person, any of such Person's Affiliates or
                           Associates or any other Person referred to in clause
                           1.1(e)(iii), holds such security provided that (1)
                           the ordinary business of any such Person (the
                           "INVESTMENT MANAGER") includes the management of
                           investment funds for others and such security is held
                           by the Investment Manager in the ordinary course of
                           such business in the performance of such Investment
                           Manager's duties for the account of any other Person,
                           including non-discretionary accounts held on behalf
                           of a client by a broker or dealer registered under
                           applicable laws, or (2) such Person (the "TRUST
                           COMPANY") is licensed to carry on the business of a
                           trust company under applicable laws and, as such,
                           acts as trustee or administrator or in a similar
                           capacity in relation to the estates of deceased or
                           incompetent Persons or in relation to other accounts
                           and holds such security in the ordinary course of
                           such duties for the estates of deceased or
                           incompetent Persons or for such other accounts, or
                           (3) such Person (the "PLAN TRUSTEE") is the
                           administrator or trustee of one or more pension funds
                           or plans (each a "PLAN") registered under applicable
                           laws and holds such security for the purposes of its
                           activity as such, or (4) such Person is a Plan or is
                           a Person established by statute (the "STATUTORY
                           BODY") for purposes that include, and the ordinary
                           business or activity of such Person includes the
                           management of investment funds for employee benefit
                           plans, pension plans, insurance plans (other than
                           plans administered by insurance companies) or various
                           public bodies or (5) such Person is a Crown agent or
                           agency; provided in any of the above cases, that the
                           Investment Manager, the Trust Company, the Plan
                           Trustee, the Plan, the Statutory Body or the Crown
                           agent or agency, as the case may be, is not then
                           making a Take-over Bid or has not announced a current
                           intention to make a Take-over Bid, other than an
                           Offer to Acquire Common Shares or other securities
                           pursuant to a distribution by the Corporation or by
                           means of ordinary market transactions (including
                           pre-arranged trades entered into in the ordinary
                           course of business of such Person) executed through
                           the facilities of a stock exchange, securities
                           quotation system or organized over-the-counter
                           market, alone or by acting jointly or in concert with
                           any other Person; or

                     (C)   because such Person is a client of or has an account
                           with the same Investment Manager as another Person on
                           whose account the Investment Manager holds such
                           security, or where such Person is a client of or has
                           an account with the same Trust Company as another
                           Person on whose account the Trust Company holds such
                           security, or where such Person is

<PAGE>
                                     - 6 -


                           a Plan and has a Plan Trustee who is also a Plan
                           Trustee for another Plan on whose account the Plan
                           Trustee holds such security; or

                     (D)   where such Person is (i) a client of an Investment
                           Manager and such security is owned at law or in
                           equity by the Investment Manager, or (ii) an account
                           of a Trust Company and such security is owned at law
                           or in equity by the Trust Company, or (iii) a Plan
                           and such security is owned at law or in equity by the
                           Plan Trustee; or

                     (E)   where such person is the registered holder of
                           securities as a result of carrying on the business of
                           or acting as a nominee of a securities depositary.

               For purposes of this Agreement, the percentage of Common Shares
               Beneficially Owned by any Person, shall be and be deemed to be
               the product determined by the formula:

               100 x A/B

               Where:

               A = the number of votes for the election of all directors
               generally attaching to the Common Shares Beneficially Owned by
               such Person; and

               B = the number of votes for the election of all directors
               generally attaching to all outstanding Common Shares.

               For the purposes of the foregoing formula, where any person is
               deemed to Beneficially Own unissued Common Shares which may be
               acquired pursuant to Convertible Securities, such Common Shares
               shall be deemed to be outstanding for the purpose of calculating
               the percentage of Common Shares Beneficially Owned by such Person
               in both the numerator and the denominator, but no other unissued
               Common Shares which may be acquired pursuant to any other
               outstanding Convertible Securities shall, for the purposes of
               that calculation, be deemed to be outstanding.

         (f)   "BOARD OF DIRECTORS" shall mean the Board of Directors or any
               duly constituted and empowered committee thereof.

         (g)   "BUSINESS DAY" shall mean any day other than a Saturday, Sunday
               or a day that is treated as a holiday at the Corporation's
               principal executive offices in Calgary, Canada.

         (h)   "BUSINESS CORPORATIONS ACT" shall mean the Canada Business
               Corporations Act, R.S.C. 1985, c.C-44, as amended, and the
               regulations thereunder, and any comparable or successor laws or
               regulations thereto.

         (i)   "CANADIAN-U.S. EXCHANGE RATE" shall mean on any date the inverse
               of the U.S. Canadian Exchange Rate.

         (j)   "CANADIAN DOLLAR EQUIVALENT" of any amount which is expressed in
               United States dollars shall mean on any day the Canadian dollar
               equivalent of such amount determined by reference to the
               Canadian-U.S. Exchange Rate on such date.

<PAGE>
                                     - 7 -


         (k)   "CLOSE OF BUSINESS" on any given date shall mean the time on such
               date (or, if such date is not a Business Day, the time on the
               next succeeding Business Day) at which the office of the transfer
               agent for the Common Shares in the City of Calgary, Alberta (or,
               after the Separation Time, the offices of the Rights Agent in the
               City of Calgary, Alberta) becomes closed to the public.

         (l)   "COMMON SHARES OF THE CORPORATION" and "COMMON SHARES" shall mean
               the common shares in the capital stock of the Corporation as
               constituted as at the Amendment Date and any other share of the
               Corporation into which such common shares may be subdivided,
               consolidated, reclassified or changed from time to time and
               "COMMON SHARES" when used with reference to any Person other than
               the Corporation means the class or classes of shares (or similar
               equity interest) with the greatest per share voting power
               entitled to vote generally in the election of all directors of
               such other Person or the equity securities or other equity
               interest having power (whether or not exercised) to control or
               direct the management of such other Person or, if such other
               Person is a corporation controlled by another Person, the Person
               (other than an individual) which ultimately controls such first
               mentioned other Person.

         (m)   "COMPETING PERMITTED BID" means a Take-over Bid that:

               (i)   is made after a Permitted Bid has been made and prior to
                     the expiry of the Permitted Bid;

               (ii)  satisfies all components of the definition of a Permitted
                     Bid other than the requirements set out in the clause (ii)
                     of that definition; and

               (iii) contains, and the take-up and payment for securities
                     tendered or deposited is subject to, an irrevocable and
                     unqualified provision that no Common Shares will be taken
                     up or paid for pursuant to the Take-over Bid prior to the
                     close of business on the date that is no earlier than the
                     later of (1) the earliest date on which Common Shares may
                     be taken up or paid for under any Permitted Bid or
                     Competing Permitted Bid that is then in existence and (2)
                     21 days (or such other minimum period of days as may be
                     prescribed by applicable law in Alberta) after the date of
                     the Take-over Bid constituting the Competing Permitted Bid.

         (n)   "CONVERTIBLE SECURITIES" means at any time any securities issued
               by the Corporation from time to time (other than the Rights)
               carrying any exercise, conversion or exchange right pursuant to
               which the holder thereof may acquire Common Shares or other
               securities which are convertible into or exercisable or
               exchangeable for Common Shares.

         (o)   "CONVERTIBLE SECURITY ACQUISITIONS" has the meaning set forth in
               the definition of "Acquiring Person" herein.

         (p)   "CO-RIGHTS AGENT" shall have the meaning set forth in subsection
               4.1(a).

         (q)   "EFFECTIVE DATE" shall mean the close of business on March 2,
               1998.

         (r)   "EXEMPT ACQUISITION" has the meaning set forth in the definition
               of "Acquiring Person" herein.

<PAGE>
                                     - 8 -


         (s)   "EXERCISE PRICE" shall mean, as of any date, the price at which a
               holder may purchase the securities issuable upon exercise of one
               whole Right and until adjustment thereof in accordance with the
               terms hereof, the Exercise Price shall equal Cdn. $100.

         (t)   "EXPIRATION TIME" shall mean the earlier of:

               (i)   the Termination Time; and

               (ii)  the termination of the annual meeting of the shareholders
                     of the Corporation in the year 2001

               provided, however, that if the resolution referred to in Section
               5.19 is approved by Independent Shareholders in accordance with
               Section 5.19 at or prior to such annual meeting, "Expiration
               Time" means the earlier of (i) the Termination Time and (ii) the
               termination of the annual meeting of the shareholders of the
               Corporation in the year 2007.

         (u)   "FIDUCIARY" shall mean a trust company registered under the trust
               company legislation of Canada or any province thereof, a trust
               company organized under the laws of any state of the United
               States, a portfolio manager registered under the securities
               legislation of one or more provinces of Canada or an investment
               adviser registered under the United States Investment Advisers
               Act of 1940 or any other securities legislation of the United
               States or any state of the United States.

         (v)   A "FLIP-IN EVENT" shall mean a transaction occurring subsequent
               to the date of this Agreement as a result of which any Person
               shall become an Acquiring Person provided, however, that a
               Flip-in Event, shall be deemed to occur at the close of business
               on the tenth day (or such later day as the Board of Directors of
               the Corporation may determine) after the Stock Acquisition Date.

         (w)   "GRANDFATHERED PERSON" means any Person who is the Beneficial
               Owner of 20% or more of the outstanding Common Shares of the
               Corporation at the Record Time.

         (x)   "INDEPENDENT SHAREHOLDERS" shall mean holders of outstanding
               Common Shares of the Corporation excluding (i) any Acquiring
               Person; or (ii) any Person (other than a Person referred to in
               Section 1.1(e)(B) in the circumstances described therein) that is
               making or has announced a current intention to make a Take-over
               Bid for Common Shares of the Corporation (including a Permitted
               Bid or a Competing Permitted Bid) but excluding any such Person
               if the Take-over Bid so announced or made by such Person has been
               withdrawn, terminated or, expired; or (iii) any Affiliate or
               Associate of such Acquiring Person or Persons referred to in
               clause (ii); or (iv) any Person acting jointly or in concert with
               such Acquiring Person or a Person referred to in clause (ii); or
               (v) a Person who is a trustee of any employee benefit plan, share
               purchase plan, deferred profit sharing plan or any similar plan
               or trust for the benefit of employees of the Corporation or a
               Subsidiary of the Corporation, unless the beneficiaries of the
               plan or trust direct the manner in which the Common Shares are to
               be voted or direct whether the Common Shares are to be tendered
               to a Take-over Bid.

         (y)   "MARKET PRICE" per security of any securities on any date of
               determination shall mean the average of the daily Closing Prices
               Per Security of such securities (determined as

<PAGE>
                                     - 9 -


               described below) on each of the 20 consecutive Trading Days
               through and including the Trading Day immediately preceding such
               date; provided, however, that if an event of a type analogous to
               any of the events described in Section 2.3 hereof shall have
               caused the price used to determine the Closing Price Per Security
               on any Trading Day not to be fully comparable with the price used
               to determine the Closing Price Per Security on such date of
               determination or, if the date of determination is not a Trading
               Day, on the immediately preceding Trading Day, each such price so
               used shall be appropriately adjusted in a manner analogous to the
               applicable adjustment provided for in Section 2.3 hereof in order
               to make it fully comparable with the price per security used to
               determine the Closing Price Per Security on such date of
               determination or, if the date of determination is not a Trading
               Day, on the immediately preceding Trading Day. The "CLOSING PRICE
               PER SECURITY" of any securities on any date shall be:

               (i)   the closing board lot sale price or, if such price is not
                     available, the average of the closing bid and asked prices,
                     for such securities as reported by the principal Canadian
                     stock exchange or securities quotation system on which such
                     securities are listed or admitted to trading (based on the
                     volume of securities traded during the most recently
                     completed financial year), or if for any reason neither of
                     such prices is available on such day or the securities are
                     not listed or admitted to trading on a Canadian stock
                     exchange or securities quotation system, the closing board
                     lot sale price or, if such price is not available, the
                     average of the closing bid and asked prices, for such
                     securities as reported by such other stock exchange or
                     securities quotation system on which such securities are
                     listed or admitted for trading (and if such securities are
                     listed or admitted for trading on more than one other stock
                     exchange or securities quotation system such prices shall
                     be determined based on the stock exchange or securities
                     quotation system on which such securities are then listed
                     or admitted for trading on which the largest number of such
                     securities were traded during the most recently completed
                     financial year);

               (ii)  if, for any reason, none of such prices is available on
                     such date or the securities are not listed or admitted to
                     trading on a stock exchange or securities quotation system,
                     the last sale price, or in case no sale takes place on such
                     date, the average of the high bid and low asked prices for
                     such securities in the over-the-counter market, as quoted
                     by any reporting system then in use (as selected by the
                     Board of Directors); or

               (iii) if the securities are not listed or admitted to trading as
                     contemplated in clause 1.1(y)(i) or 1.1(y)(ii), the average
                     of the closing bid and asked prices as furnished by a
                     professional market maker making a market in the securities
                     provided, however, that if on any such date the Closing
                     Price Per Security cannot be determined in accordance with
                     the foregoing, the Closing Price Per Security of such
                     securities on such date shall mean the fair value per share
                     of such securities on such date as determined in good faith
                     by an internationally recognized investment dealer or
                     investment banker with respect to the fair value per share
                     of such securities. The Market Price, shall be expressed in
                     Canadian dollars and, if initially determined in respect of
                     any day forming part of the 20 consecutive trading day
                     period in question in United States dollars, such amount
                     shall be translated into Canadian dollars at the Canadian
                     Dollar Equivalent thereof.

<PAGE>
                                     - 10 -


         (z)   "1933 SECURITIES ACT" shall mean the Securities Act of 1933 of
               the United States, as amended, and the rules and regulations
               thereunder, and any comparable or successor laws or regulations
               thereto.

         (aa)  "1934 EXCHANGE ACT" shall mean the Securities Exchange Act of
               1934 of the United States, as amended, and the rules and
               regulations thereunder, and any comparable or successor laws or
               regulations thereto.

         (bb)  "OFFER TO ACQUIRE" shall include:

               (i)   an offer to purchase, or a solicitation of an offer to
                     sell, Common Shares; and

               (ii)  an acceptance of an offer to sell Common Shares, whether or
                     not such offer to sell has been solicited;

               or any combination thereof, and the Person accepting an offer to
               sell shall be deemed to be making an offer to acquire to the
               Person that made the offer to sell.

         (cc)  "OFFEROR'S SECURITIES" means Common Shares Beneficially Owned on
               the date of an Offer to Acquire by any Person who is making a
               Take-over Bid and "OFFEROR" means a Person who has announced a
               current intention to make or is making a Take-over Bid.

         (dd)  "PERMITTED BID" means a Take-over Bid made by a Person by means
               of a Take-over Bid circular and which also complies with the
               following additional provisions:

               (i)   the Take-over Bid is made to all holders of record of
                     Common Shares, other than the Offeror;

               (ii)  the Take-over Bid shall contain, and the provisions for the
                     take-up and payment for Common Shares tendered or deposited
                     thereunder shall be subject to, an irrevocable and
                     unqualified condition that no Common Shares shall be taken
                     up or paid for pursuant to the Take-over Bid prior to the
                     close of business on a date which date is a date not less
                     than 60 days following the date of the Take-over Bid;

               (iii) the Take-over Bid shall contain irrevocable and unqualified
                     provisions that, unless the Take-over Bid is withdrawn,
                     Common Shares may be deposited pursuant to the Take-over
                     Bid at any time prior to the close of business on the date
                     of first take-up or payment for Common Shares and that all
                     Common Shares deposited pursuant to the Take-over Bid may
                     be withdrawn at any time prior to the close of business on
                     such date;

               (iv)  the Take-over Bid shall contain an irrevocable and
                     unqualified condition that more than 50% of the outstanding
                     Common Shares held by Independent Shareholders, determined
                     as at the date of first take-up or payment for Common
                     Shares under the Take-over Bid, must be deposited to the
                     Take-over Bid and not withdrawn at the close of business on
                     the date of first take-up or payment for Common Shares; and

<PAGE>
                                     - 11 -


               (v)   the Take-over Bid shall contain an irrevocable and
                     unqualified provision that in the event that more than 50%
                     of the then outstanding Common Shares held by Independent
                     Shareholders shall have been deposited to the Take-over Bid
                     and not withdrawn as at the date of first take-up or
                     payment for Common Shares under the Take-over Bid, the
                     Offeror will make a public announcement of that fact and
                     the Take-over Bid will remain open for deposits and tenders
                     of Common Shares for not less than 10 Business Days from
                     the date of such public announcement;

               provided that if a Take-over Bid constitutes a Competing
               Permitted Bid, the term "Permitted Bid" shall also mean the
               Competing Permitted Bid.

         (ee)  "PERMITTED BID ACQUISITION" has the meaning set forth in the
               definition of "Acquiring Person" herein.

         (ff)  "PERMITTED LOCK-UP AGREEMENT" means an agreement (the "LOCK-UP
               AGREEMENT") between a Person and one or more holders of Common
               Shares (each such holder referred to herein as a "LOCKED-UP
               PERSON") (the terms of which are publicly disclosed and a copy of
               which is made available to the public (including the Corporation)
               not later than the date of the Lock-up Bid (as defined below) or
               if the Lock-Up Bid has been made prior to the date of the Lock-Up
               Agreement not later than the date of the Lock-Up Agreement)
               pursuant to which each Locked-Up Person agrees to deposit or
               tender the Common Shares held by such holder to a Take-over Bid
               (the "Lock-up Bid") made by the Person or any of such Person's
               Affiliates or Associates or any other Person referred to in
               clause 1.1(e)(iii) provided that:

               (i)   the Lock-up Agreement permits the Locked-up Person to
                     withdraw its Common Shares from the Lock-up Agreement in
                     order to deposit or tender the Common Shares to another
                     Take-over Bid or to support another transaction prior to
                     the Common Shares being taken up and paid for under the
                     Lock-up Bid:

                     (A)   at a price or value per Common Share that exceeds the
                           price or value per Common Share offered under the
                           Lock-up Bid; or

                     (B)   for a number of Common Shares at least 7% greater
                           than the number of Common Shares that the Offeror has
                           offered to purchase under the Lock-up Bid at a price
                           or value per Common Share that is not less than the
                           price or value per Common Share offered under the
                           Lock-up Bid; or

                     (C)   (a) that contains an offering price for each Common
                           Share that exceeds by as much as or more than a
                           specified amount (the "Specified Amount") the
                           offering price for each Common Share contained in or
                           proposed to be contained in the Lock-up Bid and (b)
                           does not by itself provide for a Specified Amount
                           that is greater than 7% of the offering price
                           contained in or proposed to be contained in the
                           Lock-up Bid; and;

                     for greater clarity, the agreement may contain a right of
                     first refusal or require a period of delay to give the
                     Person who made the Lock-up Bid an opportunity to match a
                     higher price in another Take-over Bid or other similar
                     limitation on a Locked-up Person's right to withdraw Common
                     Shares from the agreement, so long as the limitation does
                     not preclude the exercise by the Locked-up Person of


<PAGE>
                                     - 12 -


                     the right to withdraw Common Shares during the period of
                     the other Take-over Bid or transaction; and

               (ii)  no "break-up" fees, "top-up" fees, penalties, expenses or
                     other amounts that exceed in aggregate the greater of:

                     (A)   2-1/2% of the price or value of the consideration
                           payable under the Lock-up Bid to a Locked-Up Person;
                           and

                     (B)   50% of the amount by which the price or value of the
                           consideration received by a Locked-up Person under
                           another Take-over Bid or transaction exceeds the
                           price or value of the consideration that the
                           Locked-up Person would have received under the
                           Lock-up Bid;

               shall be payable by such Locked-up Person if the Locked-up Person
               fails to deposit or tender Common Shares to the Lock-up Bid, or
               withdraws Common Shares previously tendered thereto in order to
               deposit or tender such Common Shares to another Take-over Bid or
               support another transaction.

         (gg)  "PERSON" shall mean any individual, firm, partnership,
               association, trust, trustee, personal representative, body
               corporate, corporation, unincorporated organization, syndicate or
               other entity.

         (hh)  "RECORD TIME" shall mean the close of business on May 10, 1998;

         (ii)  "REDEMPTION PRICE" has the meaning set forth in subsection 5.1(a)
               herein.

         (jj)  "RIGHT" shall mean the herein described rights to purchase
               securities pursuant to the terms and subject to the conditions
               set forth herein.

         (kk)  "RIGHTS CERTIFICATE" shall mean the certificates representing the
               Rights after the Separation Time which shall be substantially in
               the form attached hereto as Exhibit A.

         (ll)  "RIGHTS REGISTER" and "RIGHTS REGISTRAR" shall have the
               respective meanings ascribed thereto in Subsection 2.6(a).

         (mm)  "SECURITIES ACT" shall mean the Securities Act (Alberta), R.S.A.
               1981, c. S.6.1, as amended, and the rules and regulations
               thereunder, and any comparable or successor laws, rules or
               regulations thereto.

         (nn)  "SEPARATION TIME" shall mean the close of business on the tenth
               Business Day after the earlier of:

               (i)   the Stock Acquisition Date;

               (ii)  the date of the commencement of, or first public
                     announcement of the intent of any Person (other than the
                     Corporation or any Subsidiary of the Corporation) to
                     commence a Take-over Bid (other than a Take-over Bid which
                     is a Permitted Bid so long as such Take-over Bid continues
                     to satisfy the requirements of a Permitted Bid), provided
                     that, if any Take-over Bid referred to in this clause (ii)

<PAGE>
                                     - 13 -


                     expires, is cancelled, terminated or otherwise withdrawn
                     prior to the Separation Time, such Take-over Bid shall be
                     deemed, for purposes of this Section 1.1(nn), never to have
                     been made; and

               (iii) the date upon which a Permitted Bid ceases to be a
                     Permitted Bid;

               or such later date as may be determined by the Board of Directors
               of the Corporation acting in good faith provided that, if the
               foregoing results in the Separation Time being prior to the
               Record Time, the Separation Time shall be the Record Time and if
               the Board of Directors determines pursuant to Section 5.1 to
               waive the application of Section 3.1 to a Flip-in Event, the
               Separation Time in respect of such Flip-in Event shall be deemed
               never to have occurred.

         (oo)  "STOCK ACQUISITION DATE" shall mean the first date of public
               announcement (which, for purposes of this definition, shall
               include, without limitation, a report filed pursuant to Section
               141 of the Securities Act or Section 13(d) under the 1934
               Exchange Act) by the Corporation or an Acquiring Person that a
               Person has become an Acquiring Person.

         (pp)  "SUBSIDIARY" of any specified Person shall mean any corporation
               or other entity controlled by such specified Person.

         (qq)  "TAKE-OVER BID" means an Offer to Acquire Common Shares or
               securities convertible into Common Shares, where the Common
               Shares subject to the Offer to Acquire, together with the Common
               Shares into which the securities subject to the Offer to Acquire
               are convertible, and the Offeror's Securities, constitute in the
               aggregate 20% or more of the outstanding Common Shares at the
               date of the Offer to Acquire.

         (rr)  "TERMINATION TIME" shall mean the time at which the right to
               exercise Rights shall terminate pursuant to Section 5.1, 5.18 or
               5.19 hereof.

         (ss)  "TRADING DAY", when used with respect to any securities, shall
               mean a day on which the principal securities exchange on which
               such securities are listed or admitted to trading is open for the
               transaction of business or, if the securities are not listed or
               admitted to trading on any securities exchange, a Business Day.

         (tt)  "U.S. CANADIAN EXCHANGE RATE" shall mean on any date:

               (i)   if on such date the Bank of Canada sets an average noon
                     spot rate of exchange with a conversion of one United
                     States dollar into Canadian dollars, such rate;

               (ii)  in any other case, the rate for such date for the
                     conversion of one United States dollar into Canadian
                     dollars which is calculated in the manner which shall be
                     determined by the Board of Directors from time to time
                     acting in good faith.

         (uu)  "U.S. DOLLAR EQUIVALENT" of any amount which is expressed in
               Canadian dollars shall mean on any day the United States dollar
               equivalent of such amount determined by reference to the
               U.S.-Canadian Exchange Rate on such date.

<PAGE>
                                     - 14 -


1.2      CURRENCY

         All sums of money which are referred to in this Agreement are expressed
in lawful money of Canada.

1.3      ACTING JOINTLY OR IN CONCERT

         For purposes of this Agreement, a Person is acting jointly or in
concert with another Person if such Person has any agreement, arrangement or
understanding (whether formal or informal and whether or not in writing) with
such other Person to acquire, or Offer to Acquire any Common Shares of the
Corporation (other than (A) customary agreements with and between underwriters
and banking group or selling group members with respect to a distribution of
securities by way of prospectus or private placement or (B) pursuant to a pledge
of securities in the ordinary course of business).

1.4      CONTROL

         A Person is "CONTROLLED" by another Person or two or more other Persons
acting jointly or in concert if:

         (a)   in the case of a body corporate, securities entitled to vote in
               the election of directors of such body corporate carrying more
               than 50% of the votes for the election of directors are held,
               directly or indirectly, by or for the benefit of the other Person
               or Persons acting jointly or in concert and the votes carried by
               such securities are entitled, if exercised, to elect a majority
               of the board of directors of such body corporate; or

         (b)   in the case of a Person which is not a body corporate, more than
               50% of the voting or equity interests of such entity are held,
               directly or indirectly, by or for the benefit of the other Person
               or Persons acting jointly or in concert

and "CONTROLS", "CONTROLLING" and "UNDER COMMON CONTROL WITH" shall be
interpreted accordingly.

1.5      REFERENCES TO THIS AGREEMENT

         In this Agreement, unless otherwise provided herein and unless the
context otherwise requires, references to this Agreement, "herein", "hereby" and
"hereunder" means this Amended and Restated Shareholders Rights Plan Agreement
dated May 9, 2001 between the Corporation and the Rights Agent as amended and
supplemented from time to time.


                                   ARTICLE 2
                                   THE RIGHTS

2.1      LEGEND ON COMMON SHARE CERTIFICATES

         Certificates for the Common Shares, including without limitation Common
Shares issued upon the conversion of Convertible Securities, issued after the
Record Time but prior to the earlier of the Separation Time and the Expiration
Time shall evidence one Right for each Common Share represented thereby and,
commencing as soon as reasonably practicable after the Record Time, shall have
impressed on, printed on, written on or otherwise affixed to them a legend which
legend shall, if such Certificate was issued prior to the Amendment Date, be the
legend set forth in Section 2.1 of the 1998 Plan or Section 2.1 of the Original
Plan as applicable and which legend shall be deemed for all purposes to read


<PAGE>
                                     - 15 -


the same as the legend set forth below, and, if such Certificate is issued after
the Amendment Date, be the following legend:

               "Until the Separation Time (as defined in the Rights Agreement
               referred to below), this certificate also evidences and entitles
               the holder hereof to certain Rights as set forth in the Amended
               and Restated Shareholder Rights Plan Agreement, dated as of May
               9, 2001, as such may from time to time be amended, restated,
               varied or replaced, (the "RIGHTS AGREEMENT"), between Agrium Inc.
               (the "CORPORATION") and CIBC Mellon Trust Company as Rights
               Agent, the terms of which are hereby incorporated herein by
               reference and, a copy of which is on file at the registered
               office of the Corporation. Under certain circumstances, as set
               forth, in the Rights Agreement, such Rights may be amended or
               redeemed, may expire, may become void (if, in certain cases, they
               are "BENEFICIALLY OWNED" by an "ACQUIRING PERSON", as such terms
               are defined in the Rights Agreement, or a transferee thereof) or
               may be evidenced by separate certificates and may no longer be
               evidenced by this certificate. The Corporation will mail or
               arrange for the mailing of a copy of the Rights Agreement to the
               holder of this certificate without charge as soon as practicable,
               after the receipt of a written request therefor.

         Certificates representing Common Shares that are issued and outstanding
at the Record Time or the Amendment Date shall evidence one Right for each
Common Share evidenced thereby notwithstanding the absence of the foregoing
legend.

2.2      INITIAL EXERCISE PRICE; EXERCISE OF RIGHTS; DETACHMENT OF RIGHTS

         (a)   Subject to adjustment as herein set forth, each Right will
               entitle the holder thereof, after the Separation Time, to
               purchase, for the Exercise Price, or its U.S. Dollar Equivalent
               as at the Business Day immediately preceding the day of exercise
               of the Right, one Common Share. Notwithstanding any other
               provision of this Agreement, any Rights held by the Corporation
               or its Subsidiaries shall be null and void.

         (b)   Until the Separation Time,

               (i)   no Right may be exercised; and

               (ii)  each Right will be evidenced by the certificate for the
                     associated Common Share registered in the name of the
                     holder thereof and will be transferable only together with,
                     and will be transferred by a transfer of, such associated
                     share.

         (c)   After the Separation Time and prior to the Expiration Time, the
               Rights (i) may be exercised; and (ii) will be transferable
               independent of Common Shares. Promptly following the Separation
               Time the Rights Agent will mail to each holder of record of
               Common Shares as of the Separation Time and, in respect of each
               Convertible Security converted into Common Shares after the
               Separation Time, promptly after such conversion to the holder so
               converting (other than an Acquiring Person and, in respect of any
               Rights Beneficially Owned by such Acquiring Person which are not
               held of record by such Acquiring Person, the holder of record of
               such Rights) at such holder's address as


<PAGE>
                                     - 16 -


               shown by the records of the Corporation (the Corporation hereby
               agreeing to furnish copies of such records to the Rights Agent
               for this purpose), (x) a certificate (a "RIGHTS Certificate") in
               substantially the form of Exhibit A hereto with registration
               particulars appropriately completed, representing the number of
               Rights held by such holder at the Separation Time and having such
               marks of identification or designation and such legends,
               summaries or endorsements printed thereon as the Corporation may
               deem appropriate and as are not inconsistent with the provisions
               of this Agreement, or as may be required to comply with any law
               or with any rule or regulation made pursuant thereto or with any
               rule or regulation of any stock exchange or securities quotation
               system on which the Rights may from time to time be listed or
               traded, or to conform to usage, and (y) a disclosure statement
               describing the Rights.

         (d)   Rights may be exercised in whole or in part on any Business Day
               (or on any other day which, in the city at which an Election to
               Exercise (as hereinafter defined) is duly submitted to the Rights
               Agent in accordance with this Agreement, is not a Saturday,
               Sunday or a day that is treated as a holiday in such city) after
               the Separation Time and prior to the Expiration Time by
               submitting to the Rights Agent (at its office in the City of
               Calgary, Alberta, Canada or at any other office of the Rights
               Agent in the cities designated from time to time for that purpose
               by the Corporation, with the approval of the Rights Agent), the
               Rights Certificate evidencing such Rights together with an
               Election to Exercise (an "ELECTION TO EXERCISE") substantially in
               the form attached to the Rights Certificate duly completed and
               executed, accompanied by payment by certified cheque, banker's
               draft or money order payable to the order of the Corporation, of
               a sum equal to the Exercise Price multiplied by the number of
               Rights being exercised and a sum sufficient to cover any transfer
               tax or charge which may be payable in respect of any transfer
               involved in the transfer or delivery of Rights Certificates or
               the issuance or delivery of certificates for Common Shares in a
               name other than that of the holder of the Rights being exercised.

         (e)   Upon receipt of a Rights Certificate, with a duly completed and
               executed Election to Exercise (which does not indicate that the
               holder so exercising is an Acquiring Person) accompanied by
               payment as set forth in Section 2.2(d) above, the Rights Agent
               will thereupon promptly:

               (i)   requisition from the transfer agent or any co-transfer
                     agent of the Common Shares certificates for the number of
                     Common Shares to be purchased (the Corporation hereby
                     irrevocably authorizing its transfer agent to comply with
                     all such requisitions);

               (ii)  when appropriate, requisition from the Corporation the
                     amount of cash to be paid in lieu of issuing fractional
                     Common Shares;

               (iii) after receipt of the Common Share certificates, deliver the
                     same to or upon the order of the registered holder of such
                     Rights Certificate, registered in such name or names as may
                     be designated by such holder; and

               (iv)  when appropriate, after receipt, deliver such cash referred
                     to in subsection 2.2(e)(ii)to or to the order of the
                     registered holder of the Rights Certificate; and

               (v)   tender to the Corporation all payments received upon
                     exercise of the Rights.

<PAGE>
                                     - 17 -


         (f)   In case the holder of any Rights shall exercise less than all the
               Rights evidenced by such holder's Rights Certificate, a new
               Rights Certificate evidencing the Rights remaining unexercised
               will be issued by the Rights Agent to such holder or to such
               holder's duly authorized assigns.

         (g)   The Corporation covenants and agrees that it will:

               (i)   take all such action as may be necessary and within its
                     power to ensure that all shares delivered upon exercise of
                     Rights shall, at the time of delivery of the certificates
                     for such shares (subject to payment of the Exercise Price),
                     be duly and validly authorized, executed, issued and
                     delivered and fully paid and non-assessable;

               (ii)  take all such action as may be necessary and within its
                     power to comply with any applicable requirements of the
                     Business Corporations Act, the Securities Act, the
                     securities acts or comparable legislation of each of the
                     other provinces of Canada, the 1933 Securities Act and the
                     1934 Exchange Act, and the rules and regulations thereunder
                     or any other applicable law, rule or regulation, in
                     connection with the issuance and delivery of the Rights
                     Certificates and the issuance of any shares upon exercise
                     of Rights;

               (iii) use reasonable efforts to cause all shares issued upon
                     exercise of Rights to be listed on the principal exchanges
                     or traded in the over-the-counter markets on which the
                     shares were traded immediately prior to the Stock
                     Acquisition Date;

               (iv)  cause to be reserved and kept available out of its
                     authorized and unissued Common Shares the number of Common
                     Shares that, as provided in this Agreement, will from time
                     to time be sufficient to permit the exercise in full of all
                     outstanding Rights; and

               (v)   pay when due and payable any and all Canadian and United
                     States federal, provincial, and state transfer taxes (for
                     greater certainty not including any income taxes or capital
                     gains of the holder or exercising holder or any liability
                     of the Corporation to withhold tax) and charges which may
                     be payable in respect of the original issuance or delivery
                     of the Rights Certificates or certificates for shares,
                     provided that the Corporation shall not be required to pay
                     any transfer tax or charge which may be payable in respect
                     of any transfer involved in the transfer or delivery of
                     Rights Certificates or the issuance or delivery of
                     certificates for shares in a name other than that of the
                     holder of the Rights being transferred or exercised.

2.3      ADJUSTMENTS TO EXERCISE PRICE; NUMBER OF RIGHTS

         The Exercise Price, the number and kind of shares subject to purchase
upon exercise of each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 2.3.

         (a)   In the event the Corporation shall at any time after the
               Amendment Date and prior to the Expiration Time:

<PAGE>
                                     - 18 -


               (i)   declare or pay a dividend on the Common Shares payable in
                     Common Shares (or other capital stock or securities
                     exchangeable for or convertible into or giving a right to
                     acquire Common Shares or other capital stock) other than
                     pursuant to any optional stock dividend program, dividend
                     reinvestment plan or dividend payable in Common Shares in
                     lieu of a regular periodic cash dividend;

               (ii)  subdivide or change the then outstanding Common Shares into
                     a greater number of Common Shares;

               (iii) combine or change the then outstanding Common Shares into a
                     smaller number of Common Shares; or

               (iv)  issue any Common Shares (or other capital stock or
                     securities exchangeable for or convertible into or giving a
                     right to acquire Common Shares or other capital stock) in
                     respect of, in lieu of or in exchange for existing Common
                     Shares in a reclassification, amalgamation, merger,
                     statutory arrangement or consolidation,

               the Exercise Price and the number of Rights outstanding, or, if
               the payment or effective date therefor shall occur after the
               Separation Time, the securities purchasable upon exercise of
               Rights shall be adjusted in the manner set forth below. If the
               Exercise Price and number of Rights outstanding are to be
               adjusted (x) the Exercise Price in effect after such adjustment
               shall be equal to the Exercise Price in effect immediately prior
               to such adjustment divided by the number of Common Shares (or
               other capital stock) (the "EXPANSION FACTOR") that a holder of
               one Common Share immediately prior to such dividend, subdivision,
               change, combination or issuance would hold thereafter as a result
               thereof and (y) each Right held prior to such adjustment shall
               become that number of Rights equal to the Expansion Factor, and
               the adjusted number of Rights will be deemed to be allocated
               among the Common Shares with respect to which the original Rights
               were associated (if they remain outstanding) and the shares
               issued in respect of such dividend, subdivision, change,
               combination or issuance, so that each such Common Share (or other
               capital stock) will have exactly one Right associated with it. If
               the securities purchasable upon exercise of Rights are to be
               adjusted, the securities purchasable upon exercise of each Right
               after such adjustment will be the number of securities that a
               holder of the securities purchasable upon exercise of one Right
               immediately prior to such dividend, subdivision, change,
               combination or issuance would hold thereafter as a result
               thereof. If after the Amendment Date and prior to the Expiration
               Time the Corporation shall issue any shares of capital stock
               other than Common Shares in a transaction of a type described in
               subsection 2.3(a)(i) or 2.3(a)(iv), shares of such capital stock
               shall be treated herein as nearly equivalent to Common Shares as
               may be practicable and appropriate under the circumstances and
               the Corporation and the Rights Agent agree to amend this
               Agreement in order to effect such treatment. If an event occurs
               which would require an adjustment under both this Section 2.3 and
               Section 3.1 hereof, the adjustment provided for in this Section
               2.3 shall be in addition to and shall be made prior to any
               adjustment required pursuant to Section 3.1 hereof. Adjustments
               pursuant to subsection 2.3(a) shall be made successively,
               whenever an event referred to in subsection 2.3(a) occurs.

               In the event the Corporation shall at any time after the
               Amendment Date and prior to the Separation Time issue any Common
               Shares otherwise than in a transaction referred to in the
               preceding paragraph, each, such Common Share so issued shall
               automatically have


<PAGE>
                                     - 19 -


               one new Right associated with it, which Right shall be evidenced
               by the certificate representing such Common Share.

         (b)   In the event the Corporation shall at any time after the
               Amendment Date and prior to the Expiration Time fix a record date
               for the making of a distribution to all holders of Common Shares
               of rights or warrants entitling them (for a period expiring
               within 45 calendar days after such record date) to subscribe for
               or purchase Common Shares (or Convertible Securities in respect
               of Common Shares) at a price per Common Share (or, in the case of
               Convertible Security having a conversion, exchange or exercise
               price (including the price required to be paid to purchase such
               Convertible Security)) less than 90% of the Market Price per
               Common Share on such record date, the Exercise Price shall be
               adjusted in the manner set forth below. The Exercise Price in
               effect after such record date shall equal the Exercise Price in
               effect immediately prior to such record date multiplied by a
               fraction, of which the numerator shall be the number of Common
               Shares outstanding on such record date plus the number of Common
               Shares which the aggregate offering price of the total number of
               Common Shares so to be offered (and/or the aggregate initial
               conversion, exchange or exercise price of the convertible or
               exchangeable securities or rights so to be offered (including the
               price required to be paid to purchase such convertible or
               exchangeable securities or rights)) would purchase at such Market
               Price and of which the denominator shall be the number of Common
               Shares outstanding on such record date plus the number of
               additional Common Shares to be offered for subscription or
               purchase (or into which the convertible or exchangeable
               securities or rights so to be offered are initially convertible,
               exchangeable or exercisable). In case such subscription price is
               satisfied in whole or in part by consideration in a form other
               than cash the value of such consideration shall be as determined
               in good faith by the Board of Directors of the Corporation whose
               determination shall be described in a statement filed with the
               Rights Agent and shall be binding on the Rights Agent and the
               holders of Rights.

               Such adjustment shall be made successively whenever such a record
               date is fixed. For purposes of this paragraph 2.3(b), the
               granting of the right to purchase Common Shares pursuant to any
               dividend or interest reinvestment plan and/or any Common Share
               purchase plan providing for the reinvestment of dividends or
               interest payable on securities of the Corporation and/or the
               investment of periodic optional payments and/or employee benefit
               or similar plans (so long as such right to purchase is in no case
               evidenced by the delivery of rights or warrants) shall not be
               deemed to constitute an issue of rights or warrants by the
               Corporation; provided, however, that in the case of any dividend
               or interest reinvestment plan, the right to purchase Common
               Shares is at a price per share of not less than 90% of the
               current market price per share (determined as provided in such
               plans) of the Common Shares.

         (c)   In the event the Corporation shall at any time after the
               Amendment Date and prior to the Expiration Time fix a record date
               for the making of a distribution to all holders of Common Shares
               of evidences of indebtedness or assets (other than a regular
               periodic cash dividend or a dividend paid in Common Shares
               (excluding those referred to in Section 2.3(b)), the Exercise
               Price shall be adjusted in the manner set forth below. The
               Exercise Price in effect after such record date shall equal the
               Exercise Price in effect immediately prior to such record date
               less the fair market value (as determined in good faith by the
               Board of Directors of the Corporation) of the portion of the
               assets, evidences of indebtedness, rights or warrants so to be
               distributed applicable to each of the securities


<PAGE>
                                     - 20 -


               purchasable upon exercise of one Right (such determination to be
               described in a statement filed with the Rights Agent and the
               holders of the Rights). Such adjustment shall be made
               successively whenever such a record date is fixed.

         (d)   Each adjustment made pursuant to this Section 2.3 shall be made
               as of:

               (i)   the payment or effective date for the applicable dividend,
                     subdivision, change, combination or issuance, in the case
                     of an adjustment made pursuant to paragraph (a) above; and

               (ii)  the record date for the applicable dividend or
                     distribution, in the case of an adjustment made pursuant to
                     paragraph (b) or (c) above subject to readjustment to
                     reverse the same if such distribution shall not be made.

         (e)   In the event the Corporation shall at any time after the
               Amendment Date and prior to the Expiration Time issue any shares
               of capital stock (other than Common Shares), or rights or
               warrants to subscribe for or purchase any such capital stock, or
               securities convertible into or exchangeable for any such capital
               stock, in a transaction referred to in clause (a)(i) or (a)(iv)
               above, or if the Corporation shall take any other action (other
               than the issue of Common Shares) which might have a negative
               effect on the holders of Rights, if the Board of Directors acting
               in good faith determines that the adjustments contemplated by
               paragraphs (a), (b) and (c) above are not applicable or will not
               appropriately protect the interests of the holders of Rights, the
               Corporation may determine what other adjustments to the Exercise
               Price, number of Rights and/or securities purchasable upon
               exercise of Rights would be appropriate and, if the adjustments
               contemplated by paragraphs (a), (b) and (c) above are applicable,
               notwithstanding such paragraphs, the adjustments so determined by
               the Corporation, rather than adjustments contemplated by
               paragraphs (a), (b) and (c) above, shall be made. The Corporation
               and the Rights Agent shall amend this Agreement in accordance
               with Section 5.4(b) and 5.4(c), as the case may be, to provide
               for such adjustments.

         (f)   Each adjustment to the Exercise Price made pursuant to this
               Section 2.3 shall be calculated to the nearest cent. Whenever an
               adjustment to the Exercise Price is made pursuant to this Section
               2.3, the Corporation shall:

               (i)   promptly prepare a certificate setting forth such
                     adjustment and a brief statement of the facts accounting
                     for such adjustment;

               (ii)  promptly file with the Rights Agent and with each transfer
                     agent for the Common Shares a copy of such certificate and
                     mail a brief summary thereof to each holder of Rights who
                     requests such copy.

               Failure to file such certificate or cause such summary to be
               mailed as aforesaid, or any defect therein, shall not affect the
               validity of any adjustment or change.

         (g)   Irrespective of any adjustment or change in the securities
               purchasable upon exercise of the Rights, the Rights Certificates
               theretofore and thereafter issued may continue to express the
               securities so purchasable which were expressed in the initial
               Rights Certificates issued hereunder.

<PAGE>
                                     - 21 -



2.4      DATE ON WHICH EXERCISE IS EFFECTIVE

         Each person in whose name any certificate for Common Shares is issued
upon the exercise of Rights shall for all purposes be deemed to have become the
holder of record of the Common Shares represented thereby on, and such
certificate shall be dated, the date upon which the Rights Certificate
evidencing such Rights was duly surrendered (together with a duly completed and
executed Election to Exercise) and payment of the Exercise Price for such Rights
(and any applicable transfer taxes and other governmental charges payable by the
exercising holder hereunder) was made; provided, however, that if the date of
such surrender and payment is a date upon which the Common Share transfer books
of the Corporation are closed, such person shall be deemed to have become the
record holder of such shares on, and such certificate shall be dated, the next
succeeding Business Day on which the Common Share transfer books of the
Corporation are open.

2.5      EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF RIGHTS CERTIFICATES

         (a)   The Rights Certificates shall be executed on behalf of the
               Corporation by its Chairman of the Board, President or any Vice
               President and by the Treasurer, any Assistant Treasurer, the
               Secretary or any Assistant Secretary of the Corporation. The
               signature of any of these officers on the Rights Certificates may
               be manual or facsimile. Rights Certificates bearing the manual or
               facsimile signatures of individuals who were at any time the
               proper officers of the Corporation shall bind the Corporation,
               notwithstanding that such individuals or any of them have ceased
               to hold such offices prior to the countersignature and delivery
               of such Rights Certificates. Promptly after the Corporation
               learns of the Separation Time, the Corporation will notify the
               Rights Agent of such Separation Time and will deliver Rights
               Certificates executed by the Corporation to the Rights Agent for
               countersignature, and a disclosure statement describing the
               Rights, and the Rights Agent shall countersign (manually or by
               facsimile signature) and mail such Rights Certificates and
               disclosure statement to the holders of the Rights pursuant to
               Section 2.2(c) hereof. No Rights Certificate shall be valid for
               any purpose until countersigned by the Rights Agent as aforesaid.

         (b)   Each Rights Certificate shall be dated the date of
               countersignature thereof.

2.6      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE

         (a)   The Corporation will cause to be kept a register (the "RIGHTS
               REGISTER") in which, subject to such reasonable regulations as it
               may prescribe, the Corporation will provide for the registration
               and transfer of Rights. The Rights Agent is hereby appointed
               "Rights Registrar" for the purpose of maintaining the Rights
               Register for the Corporation and registering Rights and transfers
               of Rights as herein provided. In the event that the Rights Agent
               shall cease to be the Rights Registrar, the Rights Agent will
               have the right to examine the Rights Register at all reasonable
               times.

         (b)   After the Separation Time and prior to the Expiration Time, upon
               surrender for registration of transfer or exchange of any Rights
               Certificate, and subject to the provisions of Section 2.6(d)
               below, the Corporation will execute, and the Rights Agent will
               countersign and deliver, in the name of the holder or the
               designated transferee or transferees, as required pursuant to the
               holder's instructions, one or more new Rights Certificates
               evidencing the same aggregate number of Rights as did the Rights
               Certificates so surrendered.

<PAGE>
                                     - 22 -


         (c)   All Rights issued upon any registration of transfer or exchange
               of Rights Certificates shall be the valid obligations of the
               Corporation, and such Rights shall be entitled to the same
               benefits under this Agreement as the Rights surrendered upon such
               registration of transfer or exchange.

         (d)   Every Rights Certificate surrendered for registration of transfer
               or exchange shall be duly endorsed, or be accompanied by a
               written instrument of transfer in form satisfactory to the
               Corporation or the Rights Agent, as the case may be, duly
               executed by the holder thereof or such holder's attorney duly
               authorized in writing. As a condition to the issuance of any new
               Rights Certificate under this Section 2.6, the Corporation may
               require the payment of a sum sufficient to cover any tax or other
               governmental charge that may be imposed in relation thereto.

2.7      MUTILATED, DESTROYED, LOST AND STOLEN RIGHTS CERTIFICATES

         (a)   If any mutilated Rights Certificate is surrendered to the Rights
               Agent prior to the Expiration Time, the Corporation shall execute
               and the Rights Agent shall countersign and deliver in exchange
               therefor a new Rights Certificate evidencing the same number of
               Rights as did the Rights Certificate so surrendered.

         (b)   If there shall be delivered to the Corporation and the Rights
               Agent prior to the Expiration Time (i) evidence to their
               satisfaction of the destruction, loss or theft of any Rights
               Certificate and (ii) such security or indemnity as may be
               required by them in their sole discretion to save each of them
               and any of their agents harmless, then, in the absence of notice
               to the Corporation or the Rights Agent that such Rights
               Certificate has been acquired by a bona fide purchaser, the
               Corporation shall execute and upon its request the Rights Agent
               shall countersign and deliver, in lieu of any such destroyed,
               lost or stolen Rights Certificate, a new Rights Certificate
               evidencing the same number of Rights as did the Rights
               Certificate so destroyed, lost or stolen.

         (c)   As a condition to the issuance of any new Rights Certificate
               under this Section 2.7, the Corporation may require the payment
               of a sum sufficient to cover any tax or other governmental charge
               that may be imposed in relation thereto and any other expenses
               (including the fees and expenses of the Rights Agent) connected
               therewith.

         (d)   Every new Rights Certificate issued pursuant to this Section 2.7
               in lieu of any destroyed, lost or stolen Rights Certificate shall
               evidence an original additional contractual obligation of the
               Corporation, whether or not the destroyed, lost or stolen Rights
               Certificate shall be at any time enforceable by anyone, and shall
               be entitled to all the benefits of this Agreement equally and
               proportionately with any and all other Rights, duly issued
               hereunder.

2.8      PERSONS DEEMED OWNERS

         The Corporation, the Rights Agent and any agent of the Corporation or
the Rights Agent may deem and treat the Person, in whose name a Rights
Certificate (or, prior to the Separation Time, the associated Common Share
certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby for all purposes whatsoever. As used in this Agreement, unless
the context otherwise requires, the term "holder" of any Rights shall mean the
registered holder of such Rights (or, prior to the Separation Time, the
associated Common Shares).

<PAGE>
                                     - 23 -


2.9      DELIVERY AND CANCELLATION OF CERTIFICATES

         All Rights Certificates surrendered upon exercise or for redemption,
registration of transfer or exchange shall, if surrendered to any Person other
than the Rights Agent, be delivered to the Rights Agent and, in any case, shall
be promptly cancelled by the Rights Agent. The Corporation may at any time
deliver to the Rights Agent for cancellation any Rights Certificates previously
countersigned and delivered hereunder which the Corporation may have acquired in
any manner whatsoever, and all Rights Certificates so delivered shall be
promptly cancelled by the Rights Agent. No Rights Certificate shall be
countersigned in lieu of or in exchange for any Rights Certificates cancelled as
provided in this Section 2.9, except as expressly permitted by this Agreement.
The Rights Agent shall, subject to applicable law, destroy all cancelled Rights
Certificates and deliver a certificate of destruction to the Corporation.

2.10     AGREEMENT OF RIGHTS HOLDERS

         Every holder of Rights by accepting the same consents and agrees with
the Corporation and the Rights Agent and with every other holder of Rights that:

         (a)   he will be bound by and subject to the provisions of this
               Agreement, as amended from time to time in accordance with the
               terms hereof, in respect of all Rights held;

         (b)   prior to the Separation Time, each Right will be transferable
               only together with, and will be transferred by a transfer of, the
               associated Common Share;

         (c)   after the Separation Time, the Rights Certificates will be
               transferable only on the Rights Register as provided herein.

         (d)   prior to due presentment of a Rights Certificate (or, prior to
               the Separation Time, the associated Common Share certificate) for
               registration of transfer, the Corporation, the Rights Agent and
               any agent of the Corporation or the Rights Agent may deem and
               treat the Person in whose name the Rights Certificate (or, prior
               to the Separation Time, the associated Common Share certificate)
               is registered as the absolute owner thereof and of the Rights
               evidenced thereby (notwithstanding any notations of ownership or
               writing on such Rights Certificate or the associated Common Share
               certificate made by anyone other than the Corporation or the
               Rights Agent) for all purposes whatsoever, and neither the
               Corporation nor the Rights Agent shall be affected by any notice
               to the contrary;

         (e)   such holder of Rights has waived his right to receive any
               fractional Rights or any fractional shares upon exercise of a
               Right (except as provided herein);

         (f)   subject to Section 5.4, without the approval of any holder of
               Rights and upon the sole authority of the Board of Directors of
               the Corporation acting in good faith this Agreement may be
               supplemented or amended from time to time as provided herein; and

         (g)   notwithstanding anything in this Agreement to the contrary,
               neither the Corporation nor the Rights Agent shall have any
               liability to any holder of a Right or any other Person as a
               result of its inability to perform any of its obligations under
               this Agreement by reason of any preliminary or permanent
               injunction or other order, decree or ruling issued by a court of
               competent jurisdiction or by a governmental, regulatory or
               administrative agency or commission, or any statute, rule,
               regulation or executive order promulgated or enacted by


<PAGE>
                                     - 24 -


               any governmental authority, prohibiting or otherwise restraining
               performance of such obligation.


                                   ARTICLE 3
         ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS

3.1      FLIP-IN EVENT

         (a)   Subject to Sections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereof, in
               the event that prior to the Expiration Time a Flip-in Event shall
               occur, the Corporation shall take such action as shall be
               necessary to ensure and provide, within 10 Business Days
               thereafter or such longer period as may be required to satisfy
               the requirements of the applicable securities acts or comparable
               legislation so that, except as provided below, each Right shall
               thereafter constitute the right to purchase from the Corporation,
               upon exercise thereof in accordance with the terms hereof, that
               number of Common Shares of the Corporation having an aggregate
               Market Price on the date of consummation or occurrence of such
               Flip-in Event equal to twice the Exercise Price for an amount in
               cash equal to the Exercise Price, (such right be appropriately
               adjusted in a manner analogous to the applicable adjustment
               provided for in Section 2.3 in the event that after such date of
               consummation or occurrence an event of a type analogous to any of
               the events described in Section 2.3 shall have occurred with
               respect to such Common Shares).

         (b)   Notwithstanding the foregoing or any other provisions of this
               Agreement, upon the occurrence of any Flip-in Event, any Rights
               that are or were Beneficially Owned on or after the earlier of
               the Separation Time or the Stock Acquisition Date by:

               (i)   an Acquiring Person (or any Affiliate or Associate of an
                     Acquiring Person or any Person acting jointly or in concert
                     with an Acquiring Person or any Affiliate or Associate of
                     an Acquiring Person); or

               (ii)  a transferee, direct or indirect, of an Acquiring Person
                     (or any Affiliate or Associate of an Acquiring Person or
                     any Person acting jointly or in concert with, an Acquiring
                     Person or any Affiliate or Associate of an Acquiring
                     Person) in a transfer made after the date hereof, whether
                     or not for consideration, that the Board of Directors of
                     the Corporation acting in good faith has determined is part
                     of a plan, arrangement or scheme of an Acquiring Person,
                     (or any Affiliate or Associate of an Acquiring Person or
                     any Person acting jointly or in concert with any Acquiring
                     Person or any Affiliate or Associate of an Acquiring
                     Person) that has the purpose or effect of avoiding clause
                     (i) of this Section 3.1(b),

               shall become void and any holder of such Rights (including
               transferees) shall thereafter have no right, to exercise such
               Rights under any provision of this Agreement and shall not have
               any other rights whatsoever in respect of such Rights, whether
               under any provision of this Agreement or otherwise.

         (c)   Any Rights Certificate that represents Rights Beneficially Owned
               by a Person described in either clauses (i) or (ii) of Section
               3.1(b) or transferred to any nominee of any such Person, and any
               Rights Certificate issued upon transfer, exchange, replacement or
               adjustment of any other Rights Certificate referred to in this
               sentence, shall contain the following legend:

<PAGE>
                                     - 25 -


                     The Rights represented by this Rights Certificate were
                     Beneficially Owned by a Person who was an Acquiring Person
                     or who was an Affiliate or an Associate of an Acquiring
                     Person (as such terms are defined in the Rights Agreement)
                     or was acting jointly or in concert with any of them. This
                     Rights Certificate and the Rights represented hereby shall
                     become void in the circumstances specified in Section
                     3.1(b) of the Rights Agreement

               provided that the Rights Agent shall not be under any
               responsibility to ascertain the existence of facts that would
               require the imposition of such legend but shall be required to
               impose such legend only if instructed to do so by the Corporation
               in writing or if a holder fails to certify upon transfer or
               exchange in the space provided on the Rights Certificate that
               such holder is not an Acquiring Person or an Affiliate or
               Associate thereof.


                                   ARTICLE 4
                                THE RIGHTS AGENT

4.1      GENERAL

         (a)   The Corporation hereby appoints the Rights Agent to act as agent
               for the Corporation and the holders of Rights in accordance with
               the terms and conditions hereof, and the Rights Agent hereby
               accepts such appointment. The Corporation may from time to time
               appoint such Co-Rights Agents (the "CO-RIGHTS AGENT") as it may
               deem necessary or desirable subject to the approval of the Rights
               Agent. In the event the Corporation appoints one or more
               Co-Rights Agents, the respective duties of the Rights Agent and
               Co-Rights Agents shall be as the Corporation may determine with
               the approval of the Rights Agent and the Co-Rights Agent. The
               Corporation agrees to pay to the Rights Agent reasonable
               compensation for all services rendered by it hereunder and, from
               time to time, on demand of the Rights Agent, its reasonable
               expenses and counsel fees and other disbursements reasonably
               incurred in the execution and administration of this Agreement
               and the exercise and performance of its duties hereunder
               (including the reasonable fees and other disbursements of any
               expert retained by the Rights Agent with the approval of the
               Corporation, such approval not to be unreasonably withheld). The
               Corporation also agrees to indemnify the Rights Agent, its
               officers, directors, employees and agents for, and to hold it
               harmless against, any loss, liability, or expense, incurred
               without negligence, bad faith or wilful misconduct on the part of
               the Rights Agent, for anything done, suffered or omitted by the
               Rights Agent in connection with the acceptance, execution and
               administration of this Agreement and the exercise and performance
               of its duties hereunder, including the legal costs and expenses
               which right to indemnification will survive the termination of
               this Agreement and the resignation or removal of the Rights
               Agent.

         (b)   The Rights Agent shall be protected and shall incur no liability
               for or in respect of any action taken, suffered or omitted by it
               in connection with its administration of this Agreement in
               reliance upon any certificate for Common Shares, Rights
               Certificate, certificate for other securities of the Corporation,
               instrument of assignment or transfer, power of attorney,
               endorsement, affidavit, letter, notice, direction, consent,
               certificate, statement, or other paper or document believed by it
               to be genuine and to be signed,


<PAGE>
                                     - 26 -


               executed and, where necessary, verified or acknowledged, by the
               proper person or persons.

         (c)   The Corporation shall inform the Rights Agent in a reasonably
               timely manner of events which may materially affect the
               administration of this Agreement by the Rights Agent and, at any
               time upon request, shall provide to the Rights Agent an
               incumbency certificate certifying the then current officers of
               the Corporation.

4.2      MERGER, AMALGAMATION OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT

         (a)   Any corporation into which the Rights Agent or any successor
               Rights Agent may be merged or amalgamated or with which it may be
               consolidated, or any corporation resulting from any merger,
               amalgamation or consolidation to which the Rights Agent or any
               successor Rights Agent is a party or any corporation succeeding
               to the shareholder or stockholder services business of the Rights
               Agent or any successor Rights Agent, will be the successor to the
               Rights Agent under this Agreement without the execution or filing
               of any paper or any further act on the part of any of the parties
               hereto, provided that such corporation would be eligible for
               appointment as a successor Rights Agent under the provisions of
               Section 4.4 hereof. In case, at the time such successor Rights
               Agent succeeds to the agency created by this Agreement, any of
               the Rights Certificates have been countersigned but not
               delivered, any such successor Rights Agent may adopt the
               countersignature of the predecessor Rights Agent and deliver such
               Rights Certificates so countersigned; and in case at that time
               any of the Rights Certificates have not been countersigned, any
               successor Rights Agent may countersign such Rights Certificates
               either in the name of the predecessor Rights Agent or in the name
               of the successor Rights Agent; and in all such cases such Rights
               Certificates will have the full force provided in the Rights
               Certificates and in this Agreement.

         (b)   In case at any time the name of the Rights Agent is changed and
               at such time any of the Rights Certificates shall have been
               countersigned but not delivered, the Rights Agent may adopt the
               countersignature under its prior name and deliver Rights
               Certificates so countersigned; and in case at that time any of
               the Rights Certificates shall not have been countersigned, the
               Rights Agent may countersign such Rights Certificates either in
               its prior name or in its changed name; and in all such cases such
               Rights Certificates shall have the full force provided in the
               Rights Certificates and in this Agreement.

4.3      DUTIES OF RIGHTS AGENT

         The Rights Agent undertakes the duties and obligations imposed by this
Agreement upon the following terms and conditions, by all of which the
Corporation and the holders of Rights Certificates, by their acceptance thereof,
shall be bound:

         (a)   The Rights Agent may retain and consult with legal counsel (who
               may be legal counsel for the Corporation), and the opinion of
               such counsel will be full and complete authorization and
               protection to the Rights Agent as to any action taken or omitted
               by it in good faith and in accordance with such opinion; the
               Rights Agent may also, with the approval of the Corporation (such
               approval not to be unreasonably withheld) and at the expense of
               the Corporation, consult with such other experts as the Rights
               Agent shall consider necessary or appropriate to properly carry
               out the duties and obligations


<PAGE>
                                     - 27 -


               imposed under this Agreement and the Rights Agent shall be
               entitled to act and rely in good faith on the advice of any such
               expert.

         (b)   Whenever in the performance of its duties under this Agreement
               the Rights Agent deems it necessary or desirable that any fact or
               matter be proved or established by the Corporation prior to
               taking or suffering any action hereunder, such fact or matter
               (unless other evidence in respect thereof be herein specifically
               prescribed) may be deemed to be conclusively proved and
               established by a certificate signed by a person believed by the
               Rights Agent to be the Chairman of the Board, the Vice Chairman
               of the Board, the President or any Vice President and by the
               Treasurer, any Assistant Treasurer, the Secretary or any
               Assistant Secretary of the Corporation and delivered to the
               Rights Agent; and such certificate will be full authorization to
               the Rights Agent for any action taken or suffered in good faith
               by it under the provisions of this Agreement in reliance upon
               such certificate.

         (c)   The Rights Agent will be liable hereunder only for its own
               negligence, bad faith or wilful misconduct.

         (d)   The Rights Agent will not be liable for or by reason of any of
               the statements of fact or recitals contained in this Agreement or
               in the certificates for Common Shares or the Rights Certificates
               (except its countersignature thereof) or be required to verify
               the same, but all such statements and recitals are and will be
               deemed to have been made by the Corporation only.

         (e)   The Rights Agent will not be under any responsibility in respect
               of the validity of this Agreement or the execution and delivery
               hereof (except the due authorization, execution and delivery
               hereof by the Rights Agent) or in respect of the validity or
               execution of any Common Share certificate or Rights Certificate
               (except its countersignature thereof); nor will it be responsible
               for any breach by the Corporation of any covenant or condition
               contained in this Agreement or in any Rights Certificate; nor
               will it be responsible for any change in the exercisability of
               the Rights (including the Rights becoming void pursuant to
               Section 3.1(b) hereof) or any adjustment required under the
               provisions of Section 2.3 hereof or responsible for the manner,
               method or amount of any such adjustment or the ascertaining of
               the existence of facts that would require any such adjustment
               (except with respect to the exercise of Rights after receipt of
               the certificate contemplated by Section 2.3 describing any such
               adjustment); nor will it by any act hereunder be deemed to make
               any representation or warranty as to the authorization of any
               Common Shares to be issued pursuant to this Agreement or any
               Rights or as to whether any Common Shares will, when issued, be
               duly and validly authorized, executed, issued and delivered and
               fully paid and non-assessable.

         (f)   The Corporation agrees that it will perform, execute, acknowledge
               and deliver or cause to be performed, executed, acknowledged and
               delivered all such further and other acts, instruments and
               assurances as may reasonably be required by the Rights Agent for
               the carrying out or performing by the Rights Agent of the
               provisions of this Agreement.

         (g)   The Rights Agent is hereby authorized and directed to accept
               instructions with respect to the performance of its duties
               hereunder from any person believed by the Rights Agent to be the
               Chairman of the Board, the Vice Chairman of the Board, the
               President, any Vice President or, the Secretary or any Assistant
               Secretary or the Treasurer or any Assistant


<PAGE>
                                     - 28 -


               Treasurer of the Corporation, and to apply to such persons for
               advice or instructions in connection with its duties, and it
               shall not be liable for any action taken or suffered by it in
               good faith in reliance upon instructions of any such person; it
               is understood that instructions to the Rights Agent shall, except
               where circumstances make it impracticable or the Rights Agent
               otherwise agrees, be given in writing and, where not in writing,
               such instructions shall be confirmed in writing as soon as
               reasonably possible after the giving of such instructions.

         (h)   The Rights Agent and any shareholder or stockholder, director,
               officer or employee of the Rights Agent may buy, sell or deal in
               Common Shares, Rights or other securities of the Corporation or
               become pecuniarily interested in any transaction in which the
               Corporation may be interested, or contract with or lend money to
               the Corporation or otherwise act as fully and freely as though it
               were not Rights Agent under this Agreement. Nothing herein shall
               preclude the Rights Agent from acting in any other capacity for
               the Corporation or for any other legal entity.

         (i)   The Rights Agent may execute and exercise any of the rights or
               powers hereby vested in it or perform any duty hereunder either
               itself or by or through its attorneys or agents, and the Rights
               Agent will not be answerable or accountable for any act,
               omission, default, neglect or misconduct of any such attorneys or
               agents or for any loss to the Corporation resulting from any such
               act, omission, default, neglect or misconduct, provided
               reasonable care was exercised in the selection and continued
               employment thereof.

4.4      CHANGE OF RIGHTS AGENT

         The Rights Agent may resign and be discharged from its duties under
this Agreement upon 30 days' notice (or such lesser notice as is acceptable to
the Corporation) in writing mailed to the Corporation and to each transfer agent
of Common Shares by registered or certified mail, and to the holders of the
Rights in accordance with Section 5.9. The Corporation may remove the Rights
Agent upon 30 days' notice in writing given to the Rights Agent and to each
transfer agent of the Common Shares (by personal delivery, or registered or
certified mail). If the Rights Agent should resign or be removed or otherwise
become incapable of acting, the Corporation will appoint a successor to the
Rights Agent. If the Corporation fails to make such appointment within a period
of 30 days after such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent, then
the resigning Rights Agent at the Corporation's expense or any holder of any
Rights may apply to any court of competent jurisdiction for the appointment of a
new Rights Agent. Any successor Rights Agent, whether appointed by the
Corporation or by such a court, shall be a corporation incorporated under the
laws of Canada or a province thereof authorized to carry on the business of a
trust company in the Province of Alberta. After appointment, the successor
Rights Agent will be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment, the
Corporation will file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Shares, and mail a notice thereof in
writing to the holders of the Rights. Failure to give any notice provided for in
this Section 4.4, however, or any defect therein, shall not affect the legality
or validity of the resignation or removal of the Rights Agent or the appointment
of the successor Rights Agent, as the case may be.

<PAGE>
                                     - 29 -


                                   ARTICLE 5
                                  MISCELLANEOUS

5.1      REDEMPTION AND TERMINATION

         (a)   The Board of Directors of the Corporation acting in good faith
               may, with the prior consent of holders of Common Shares or of the
               holders of Rights given in accordance with Section 5.1(f) or
               5.1(g), as the case may be, at any time prior to the occurrence
               of a Flip-in Event as to which the application of Section 3.1 has
               not been waived pursuant to the provisions of this Section 5.1,
               elect to redeem all but not less than all of the then outstanding
               Rights at a redemption price of $0.00001 per Right appropriately
               adjusted in a manner analogous to the applicable adjustment
               provided for in Section 2.3 in the event that an event of the
               type analogous to any of the events described in Section 2.3
               shall have occurred (such redemption price being herein referred
               to as the "Redemption Price").

         (b)   The Board of Directors of the Corporation acting in good faith
               may, with the prior consent of the holders of Common Shares given
               in accordance with Section 5.1(f), determine, at any time prior
               to the occurrence of a Flip-in Event as to which the application
               of Section 3.1 has not been waived pursuant to this Section 5.1,
               if such Flip-in Event would occur by reason of an acquisition of
               Common Shares otherwise than pursuant to a Take-over Bid made by
               means of a Take-over Bid circular to all holders of Common Shares
               and otherwise than in the circumstances set forth in Section
               5.1(d), to waive the application of Section 3.1 to such Flip-in
               Event. In the event that the Board of Directors proposes such a
               waiver, the Board of Directors shall extend the Separation Time
               to a date subsequent to and not more than ten Business Days
               following the meeting of shareholders called to approve such
               waiver.

         (c)   The Board of Directors of the Corporation acting in good faith
               may, prior to the occurrence of a Flip-in Event as to which the
               application of Section 3.1 has not been waived under this clause,
               determine, upon prior written notice to the Rights Agent, to
               waive the application of Section 3.1 to that Flip-in Event
               provided that the Flip-in Event would occur by reason of a
               Take-over Bid made by means of a Take-over Bid circular sent to
               all holders of record of Common Shares; further provided that if
               the Board waives the application of Section 3.1 to such a Flip-in
               Event, the Board of Directors shall be deemed to have waived the
               application of Section 3.1 to any other Flip-in Event occurring
               by reason of any Take-over Bid made by means of a Take-over Bid
               circular to all holders of record of Common Shares which is made
               prior to the expiry of any Take-over Bid in respect of which a
               waiver is, or is deemed to have been, granted under this Section
               5.1(c).

         (d)   The Board of Directors of the Corporation acting in good faith
               may, in respect of any Flip-in Event waive the application of
               Section 3.1 to that Flip-in Event, provided that both of the
               following conditions are satisfied:

               (i)   the Board of Directors has determined that the Acquiring
                     Person became an Acquiring Person by inadvertence and
                     without any intent or knowledge that it would become an
                     Acquiring Person; and

<PAGE>
                                     - 30 -


               (ii)  such Acquiring Person has reduced its Beneficial Ownership
                     of Common Shares such that at the time of waiver pursuant
                     to this Section 5.1(d) it is no longer an Acquiring Person.

         (e)   The Board of Directors of the Corporation shall, without further
               formality, be deemed to have elected to redeem the Rights at the
               Redemption Price on the date that a Person who has made a
               Permitted Bid or a Take-over Bid in respect of which the Board of
               Directors of the Corporation has waived, or is deemed to have
               waived, pursuant to Section 5.1(c), the application of Section
               3.1, takes up and pays for the Common Shares pursuant to the
               terms and conditions of the Permitted Bid or Take-over Bid, as
               the case may be.

         (f)   If a redemption of Rights pursuant to Section 5.1(a) or a waiver
               of a Flip-in Event pursuant to Section 5.1(b) is proposed at any
               time prior to the Separation Time, such redemption or waiver
               shall be submitted for approval to the holders of Common Shares.
               Such approval shall be deemed to have been given if the
               redemption or waiver is approved by the affirmative vote of a
               majority of the votes cast by Independent Shareholders
               represented in person or by proxy at a meeting of such holders
               duly held in accordance with applicable laws and the
               Corporation's by-laws.

         (g)   If a redemption of Rights pursuant to Section 5.1(a) is proposed
               at any time after the Separation Time, such redemption shall be
               submitted for approval to the holders of Rights. Such approval
               shall be deemed to have been given if the redemption is approved
               by holders of Rights by a majority of the votes cast by the
               holders of Rights represented in person or by proxy at and
               entitled to vote at a meeting of such holders. For the purposes
               hereof, each outstanding Right (other than Rights which are
               Beneficially Owned by any Person referred to in clauses (i) to
               (v) inclusive of the definition of Independent Shareholders)
               shall be entitled to one vote, and the procedures for the
               calling, holding and conduct of the meeting shall be those, as
               nearly as may be, which are provided in the Corporation's by-laws
               and the Business Corporations Act with respect to meetings of
               shareholders of the Corporation.

         (h)   Where a Take-over Bid that is not a Permitted Bid is withdrawn or
               otherwise terminated after the Separation Time has occurred and
               prior to the occurrence of a Flip-in Event, the Board may elect
               to redeem all the outstanding Rights at the Redemption Price.
               Notwithstanding such redemption, all of the provisions of this
               Agreement shall continue to apply as if the Separation Time had
               not occurred and it shall be deemed not to have occurred and
               Rights shall remain attached to the outstanding Common Shares,
               subject to and in accordance with the provisions of this
               Agreement.

         (i)   If the Board of Directors of the Corporation elects or is deemed
               to have elected to redeem the Rights, and, in circumstances where
               Section 5.1(a) is applicable, such redemption is approved by the
               holders of Common Shares or the holders of Rights in accordance
               with Section 5.1(f) or 5.1(g), as the case may be, the right to
               exercise the Rights will thereupon, without further action and
               without notice, terminate and the only right thereafter of the
               holders of Rights will be to receive the Redemption Price.

         (j)   Within 10 Business Days after the Board of Directors electing or
               having been deemed to have elected to redeem the Rights or, if
               Section 5.1(a) is applicable within 10 Business Days after the
               holders of Common Shares or the holders of Rights have approved a
               redemption of Rights in accordance with Section 5.1(f) or 5.1(g),
               as the case may be, the


<PAGE>
                                     - 31 -


               Corporation shall give notice of redemption to the holders of the
               then outstanding Rights by mailing such notice to each such
               holder at its last address as it appears upon the register of the
               Rights Agent or, prior to the Separation Time, on the register of
               the Transfer Agent for the Common Shares. Any notice which is
               mailed in the manner herein provided will be deemed given,
               whether or not the holder receives the notice. Each such notice
               of redemption will state the method by which the payment of the
               Redemption Price will be made. The Corporation may not redeem,
               acquire or purchase for value any Rights at any time in any
               manner other than that specifically set forth in this Section 5.1
               or in connection with the purchase of Common Shares prior to the
               Separation Time.

         (k)   The Corporation shall give prompt written notice to the Rights
               Agent of any waiver of the application of Section 3.1 made by the
               Board of Directors under this Section 5.1.

5.2      EXPIRATION

         No Person shall have any rights pursuant to this Agreement or in
respect of any Right after the Expiration Time, except the Rights Agent as
specified in Section 4.1(a) of this Agreement.

5.3      ISSUANCE OF NEW RIGHTS CERTIFICATES

         Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Corporation may, at its option, issue new Rights
Certificates evidencing Rights in such form as may be approved by its Board of
Directors to reflect any adjustment or change in the number of or kind or class
of shares purchasable upon exercise of Rights made in accordance with the
provisions of this Agreement.

5.4      SUPPLEMENTS AND AMENDMENTS

         (a)   The Corporation may make amendments to this Agreement to correct
               any clerical or typographical error or which are required to
               maintain the validity of this Agreement as a result of any change
               in any applicable legislation, rules or regulations thereunder.
               The Corporation may, prior to the date of the shareholders'
               meeting referred to in Section 5.18, supplement, amend, vary,
               rescind or delete any of the provisions of this Agreement without
               the approval of any holders of Rights or Common Shares (whether
               or not such action would materially adversely affect the
               interests of the holders of Rights generally) where the Board of
               Directors acting in good faith deems such action necessary or
               desirable. Notwithstanding anything in this Section 5.4 to the
               contrary, no such supplement or amendment shall be made to the
               provisions of Article 4 except with the written concurrence of
               the Rights Agents to such supplement or amendment.

         (b)   Subject to Section 5.4(a), the Corporation may, with the prior
               consent of the holders of Common Shares, obtained as set forth
               below, at any time prior to the Separation Time, supplement,
               amend, vary, rescind or delete any of the provisions of this
               Agreement and the Rights (whether or not such action would
               materially adversely affect the interests of the holders of
               Rights generally). Such consent shall be deemed to have been
               given if the action requiring such approval is authorized by the
               affirmative vote of a majority of the votes cast by Independent
               Shareholders present or represented at and entitled to be voted
               at a meeting of the holders of Common Shares duly called and held
               in compliance with applicable laws and the articles and by-laws
               of the Corporation.

<PAGE>
                                     - 32 -


         (c)   The Corporation may, with the prior consent of the holders of
               Rights, at any time on or after the Separation Time, supplement,
               amend, vary, rescind or delete any of the provisions of this
               Agreement and the Rights (whether or not such action would
               materially adversely affect the interests of the holders of
               Rights generally), provided that no such amendment, variation or
               deletion shall be made to the provisions of Article 4 except with
               the written concurrence of the Rights Agents thereto. Such
               consent shall be deemed to have been given if such amendment,
               variation or deletion is authorized by the affirmative votes of
               the holders of Rights as provided in subsection 5.1(d) present or
               represented at and entitled to be voted at a meeting of the
               holders held in accordance with subsection 5.1(d) and
               representing 50% plus one of the votes cast in respect thereof.

         (d)   Any approval of the holders of Rights shall be deemed to have
               been given if the action requiring such approval is authorized by
               the affirmative votes of the holders of Rights present or
               represented at and entitled to be voted at a meeting of the
               holders of Rights and representing a majority of the votes cast
               in respect thereof. For the purposes hereof, each outstanding
               Right (other than Rights which are void pursuant to the
               provisions hereof) shall be entitled to one vote, and the
               procedures for the calling, holding and conduct of the meeting
               shall be those, as nearly as may be, which are provided in the
               Corporation's by-laws and the Business Corporations Act with
               respect to meetings of shareholders of the Corporation.

         (e)   Any amendments made by the Corporation to this Agreement pursuant
               to Subsection 5.4(a) which are required to maintain the validity
               of this Agreement as a result of any change in any applicable
               legislation, rules or regulation thereunder shall:

               (i)   if made before the Separation Time, be submitted to the
                     shareholders of the Corporation at the next meeting of
                     shareholders and the shareholders may, by the majority
                     referred to in Subsection 5.4(b), confirm or reject such
                     amendment;

               (ii)  if made after the Separation Time, be submitted to the
                     holders of Rights at a meeting to be called for on a date
                     not later than immediately following the next meeting of
                     shareholders of the Corporation and the holders of Rights
                     may, by resolution passed by the majority referred to in
                     Subsection 5.4(d), confirm or reject such amendment.

               Any such amendment shall be effective from the date of the
               resolution of the Board of Directors adopting such amendment,
               until it is confirmed or rejected or until it ceases to be
               effective (as described in the next sentence) and, where such
               amendment is confirmed, it continues in effect in the form so
               confirmed. If such amendment is rejected by the shareholders or
               the holder of Rights or is not submitted to the shareholders or
               holders of Rights as required, then such amendment shall cease to
               be effective from and after the termination of the meeting at
               which it was rejected or to which it should have been but was not
               submitted or from and after the date of the meeting of holders of
               Rights that should have been but was not held, and no subsequent
               resolution of the Board of Directors to amend this Agreement to
               substantially the same effect shall be effective until confirmed
               by the shareholders or holders of Rights as the case may be.

<PAGE>
                                     - 33 -


5.5      FRACTIONAL RIGHTS AND FRACTIONAL SHARES

         (a)   The Corporation shall not be required to issue fractions of
               Rights or to distribute Rights Certificates which evidence
               fractional Rights. After the Separation Time there shall be paid
               to the registered holders of the Rights Certificates with regard
               to which fractional Rights would otherwise be issuable, an amount
               in cash equal to the same fraction of the Market Price of a whole
               Right in lieu of such fractional Rights as of the date such
               fractional Rights would otherwise be issuable.

         (b)   The Corporation shall not be required to issue fractional Common
               Shares upon exercise of the Rights or to distribute certificates
               which evidence fractional Common Shares. In lieu of issuing
               fractional Common Shares, the Corporation shall pay to the
               registered holder of Rights Certificates at the time such Rights
               are exercised as herein provided, an amount in cash equal to the
               same fraction of the Market Price of one Common Share at the date
               of such exercise.

5.6      RIGHTS OF ACTION

         Subject to the terms of this Agreement, rights of action in respect of
this Agreement, other than rights of action vested solely in the Rights Agent,
are vested in the respective holders of the Rights; and any holder of any
Rights, without the consent of the Rights Agent or of the holder of any other
Rights, may, on such holder's own behalf and for such holder's own, benefit and
the benefit of other holders of Rights, enforce, and may institute and maintain
any suit, action or proceeding against the Corporation to enforce, or otherwise
act in respect of, such holder's right to exercise such holder's Rights, or
Rights to which he is entitled, in the manner provided in this Agreement and in
such holder's Rights Certificate. Without limiting the foregoing or any remedies
available to the holders of Rights it is specifically acknowledged that the
holders of Rights would not have an adequate remedy at law for any breach of
this Agreement and will be entitled to specific performance of the obligations
under, and injunctive relief against actual or threatened violations of, the
obligations of any Person subject to this Agreement.

5.7      HOLDER OF RIGHTS NOT DEEMED A SHAREHOLDER

         No holder, as such, of any Rights shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of Common Shares or any other
securities which may at any time be issuable on the exercise of Rights, nor
shall anything contained herein or in any Rights Certificate be construed to
confer upon the holder of any Rights, as such, any of the rights of a
shareholder of the Corporation or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting Shareholders (except as provided in Section
5.8 hereof), or to receive dividends or subscription rights or otherwise, until
such Rights, or Rights to which such holder is entitled, shall have been
exercised in accordance with the provisions hereof.

5.8      NOTICE OF PROPOSED ACTIONS

         In case the Corporation shall propose after the Separation Time and
prior to the Expiration Time:

         (a)   to effect or permit (in cases where the Corporation's permission
               is required) any Flip-in Event; or

<PAGE>
                                     - 34 -


         (b)   to effect the liquidation, dissolution or winding up of the
               Corporation or the sale of all or substantially all of the
               Corporation's assets,

then, in each such case, the Corporation shall give to each holder of a Right,
in accordance with Section 5.9 hereof, a notice of such proposed action, which
shall specify the date on which such Flip-in Event, liquidation, dissolution, or
winding up is to take place, and such notice shall be so given at least 10
Business Days prior to the date of taking of such proposed action by the
Corporation.

5.9      NOTICES

         Notices or demands to be given or made in connection with this
Agreement by the Rights Agent or by the holder of any Rights to or on the
Corporation shall be sufficiently given or made if delivered or sent by mail,
postage prepaid or by fax (with, in the case of fax, an original copy of the
notice or demand sent by first class mail, postage prepaid, to the Corporation
following the giving of the notice or demand by fax), addressed (until another
address is filed in writing with the Rights Agent) as follows:

                     Agrium Inc.
                     13131 Lake Fraser Drive S.E.
                     Calgary, Alberta
                     T2J 7E8

                     Attention:       General Counsel and Corporate Secretary
                     Fax:             (403) 225-7610

         Notices or demands to be given or made in connection with this
Agreement by the Corporation or by the holder of any Rights to or on the Rights
Agent shall be sufficiently given or made if delivered or sent by mail, postage
prepaid, or by fax (with, in the case of fax, an original copy of the notice or
demand sent by first class mail, postage prepaid, to the Rights Agent following
the giving of the notice or demand by fax), addressed (until another address is
filed in writing with the Corporation) as follows:

                     CIBC Mellon Trust Company
                     600, 333 - 7th Avenue S.W.
                     Calgary, Alberta
                     T2P 2Z1

                     Attention:       Assistant Vice President
                     Fax:             (403) 264-2100

         Notices or demands to be given or made in connection with this
Agreement by the Corporation or the Rights Agent to or on the holder of any
Rights shall be sufficiently given or made if delivered or sent by first class
mail, postage prepaid, or by fax (with, in the case of fax, an original copy of
the notice or demand sent by first class mail, postage prepaid, to such holder
following the giving of the notice or demand by fax), addressed to such holder
at the address of such holder as it appears upon the register of the Rights
Agent or, prior to the Separation Time, on the register of the Corporation for
the Common Shares.

         Any notice given or made in accordance with this Section 5.9 shall be
deemed to have been given and to have been received on the day of delivery, if
so delivered, on the third Business Day (excluding each day during which there
exists any general interruption of postal service due to strike, lockout or
other cause) following the mailing thereof, if so mailed, and on the day of
faxing (provided such sending


<PAGE>
                                     - 35 -


is during the normal business hours of the addressee on a Business Day and if
not, on the first Business Day thereafter). Each of the Corporation and the
Rights Agent may from time to time change its address for notice by notice to
the other given in the manner aforesaid.

         If mail service is or is threatened to be interrupted at a time when
the Corporation or the Rights Agent wishes to give a notice or demand hereunder
to or on the holders of the Rights, the Corporation or the Rights Agent may,
notwithstanding the foregoing provisions of this Section 5.9, give such notice
by means, of publication once in each of two successive weeks in the business
section of the Financial Post and, so long as the Corporation has a transfer
agent in the United States, in a daily publication in the United States
designated by the Corporation, or in such other publication or publications as
may be designated by the Corporation and notice so published shall be deemed to
have been given on the date on which the first publication of such notice in any
such publication has taken place.

5.10     COSTS OF ENFORCEMENT

         The Corporation agrees that if the Corporation fails to fulfil any of
its obligations pursuant to this Agreement, then the Corporation will reimburse
the holder of any Rights for the costs and expenses (including legal fees)
incurred by such holder in actions to enforce his rights pursuant to any Rights
or this Agreement.

5.11     SUCCESSORS

         All the covenants and provisions of this Agreement by or for the
benefit of the Corporation or the Rights Agent shall bind and enure to the
benefit of their respective successors and assigns hereunder.

5.12     BENEFITS OF THIS AGREEMENT

         Nothing in this Agreement shall be construed to give to any Person
other than the Corporation, the Rights Agent and the holders of the Rights any
legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of the Corporation, the
Rights Agent and the holders of the Rights.

5.13     DESCRIPTIVE HEADINGS

         Descriptive headings appear herein for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

5.14     GOVERNING LAW

         This Agreement and each Right issued hereunder shall be deemed to be a
contract made under the laws of the Province of Alberta and for all purposes
shall be governed by and construed in accordance with the laws of such Province
applicable to contracts to be made and performed entirely within such Province.

5.15     LANGUAGE

         Les parties aux presentes ont exige que la presente convention ainsi
que tous les documents et avis qui s'y rattachent et/ou qui en decouleront
soient rediges en langue anglaise. The parties hereto have required that this
Agreement and all documents and notices related thereto and/or resulting
therefrom be drawn up in the English language.

<PAGE>
                                     - 36 -


5.16     COUNTERPARTS

         This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.

5.17     SEVERABILITY

         If any term or provision hereof or the application thereof to any
circumstance is, in any jurisdiction and to any extent, invalid or
unenforceable, such term or provision shall be ineffective as to such
jurisdiction to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable the remaining terms and provisions
hereof or the application of such term or provision to circumstances other than
those as to which it is held invalid or unenforceable.

5.18     EFFECTIVE DATE

         Notwithstanding its amendment and restatement as of the date hereof,
this Agreement subject to receipt of the approval of Independent Shareholders as
set forth below is effective from the Effective Date and replaces and supersedes
the 1998 Plan. If this Agreement is not approved by resolution passed by a
majority of the votes cast by Independent Shareholders who vote in respect of
reconfirmation of the 1998 Plan as amended and restated herein at a meeting of
shareholders to be held not later than the date on which the 2001 annual meeting
of shareholders of the Corporation terminates, then the 1998 Plan and this
Agreement and all outstanding Rights shall terminate and be void and of no
further force and effect on and from that date which is the earlier of (a) the
date of termination of the meeting called to consider the confirmation of the
1998 Plan as amended and restated herein under this Section 5.18; and (b) the
date of termination of the 2001 annual meeting of shareholders of the
Corporation.

5.19     SHAREHOLDER REVIEW

         At or prior to the annual meeting of the Shareholders of the
Corporation in 2004, provided that a Flip-in Event has not occurred prior to
such time, the Board of Directors shall submit a resolution ratifying the
continued existence of this Agreement to the Independent Shareholders for their
consideration and, if thought advisable, approval. Unless the majority of the
votes cast by Independent Shareholders who vote in respect of such resolution
are voted in favour of the continued existence of this Agreement, the Board of
Directors shall, immediately upon the confirmation by the Chairman of such
shareholders' meeting of the results of the votes on such resolution and without
further formality, be deemed to elect to redeem the Rights at the Redemption
Price.

5.20     REGULATORY APPROVALS

         Any obligation of the Corporation or action or event contemplated by
this Agreement shall be subject to the receipt of any requisite approval or
consent from any governmental or regulatory authority. Without limiting the
generality of the foregoing, any issuance or delivery of debt or equity
securities (other than non-convertible debt securities) of the Corporation upon
the exercise of Rights and any amendment or supplement to this Agreement shall
be subject to the prior consent of The Toronto Stock Exchange and any other
exchange or national securities quotation system upon which the Common Shares of
the Corporation may be listed.

<PAGE>
                                     - 37 -


5.21     DECLARATION AS TO NON-CANADIAN AND NON-U.S. HOLDERS

         If in the opinion of the Board of Directors (who may rely upon the
advice of counsel), any action or event contemplated by this Agreement would
require compliance with the securities laws or comparable legislation of a
jurisdiction outside Canada and the United States of America, its territories
and possessions, the Board of Directors acting in good faith may take such
actions as it may deem appropriate to ensure that such compliance is not
required, including without limitation establishing procedures for the issuance
to a Canadian resident Fiduciary of Rights or securities issuable on exercise of
Rights, the holding thereof in trust for the Persons entitled thereto (but
reserving to the Fiduciary or to the Fiduciary and the Corporation, as the
Corporation may determine, absolute discretion with respect thereto) and the
sale thereof and remittance of the proceeds of such sale, if any, to the Persons
entitled thereto. In no event shall the Corporation or the Rights Agent be
required to issue or deliver Rights or securities issuable on exercise of Rights
to Persons who are citizens, residents or nationals of any jurisdiction other
than Canada and a province or territory thereof and the United States of America
and any state thereof in which such issue or delivery would be unlawful without
registration of the relevant Persons or securities for such purposes.

5.22     DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS

         All actions and determinations (including all omissions with respect to
the foregoing) which are done or made by the Board of Directors of the
Corporation, in good faith, for the purposes of this Agreement shall not subject
any member of the Board of Directors to any liability whatsoever to the holders
of the Rights.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                       AGRIUM INC.

                                       Per:  /s/ John M. Van Brunt
                                             -----------------------------------
                                             Name:  John M. Van Brunt
                                             Title: President and
                                                    Chief Executive Officer

                                       Per:  /s/ Leslie A. O'Donoghue
                                             -----------------------------------
                                             Name:  Leslie A. O'Donoghue
                                             Title: Vice President, General
                                                    Counsel and Corporate
                                                    Secretary

                                       CIBC MELLON TRUST COMPANY

                                       Per:  /s/ Teri Zaghetto
                                             -----------------------------------
                                             Name:  Teri Zaghetto
                                             Title: Account Manager

                                       Per:  /s/ Rhonda MacLeod
                                             -----------------------------------
                                             Name:  Rhonda MacLeod
                                             Title: Manager, Client Services



<PAGE>


                                    EXHIBIT A

                           FORM OF RIGHTS CERTIFICATE


Certificate No. _________                                          ______ Rights

THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE CORPORATION, ON THE
TERMS SET FORTH IN THE RIGHTS AGREEMENT. IN CERTAIN CIRCUMSTANCES (SPECIFIED IN
SECTION 3.1(b) OF THE RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN
ACQUIRING PERSON OR TRANSFEREE OF AN ACQUIRING PERSON OR ITS AFFILIATES OR
ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY PERSON
ACTING JOINTLY OR IN CONCERT WITH ANY OF THEM MAY BECOME VOID.

                               RIGHTS CERTIFICATE

         This certifies that _________________________________________________
is the registered holder of the number of Rights set forth above, each of which
entitles the registered holder thereof, subject to the terms, provisions and
conditions of the Amended and Restated Shareholder Rights Plan Agreement dated
as of -- , 2001, as such may from time to time be amended, restated, varied or
replaced, (the "RIGHTS AGREEMENT") between Agrium Inc., a corporation
incorporated under the laws of Canada (the "CORPORATION"), and CIBC Mellon Trust
Company, a trust company incorporated under the laws of Canada, as Rights Agent
(the "RIGHTS AGENT"), which term shall include any successor Rights Agent under
the Rights Agreement, to purchase from the Corporation at any time after the
Separation Time (as such term is defined in the Rights Agreement) and prior to
the earlier of (i) the Termination Time (as such term is defined in the Rights
Agreement) and (ii) the termination of the first annual meeting of the
Corporation in 2004 (unless extended in accordance with the Rights Agreement),
one fully paid common share of the Corporation (a "COMMON SHARE") at the
Exercise Price referred to below, upon presentation and surrender of this Rights
Certificate together with the Form of Election to Exercise duly executed to the
Rights Agent at its principal office in the City of Calgary or in such other
cities as may be designated by the Corporation from time to time. The Exercise
Price shall initially be Cdn $100 per Right and shall be subject to adjustment
in certain events as provided in the Rights Agreement.

         In certain circumstances described in the Rights Agreement, the number
of Common Shares which each Right entitles the registered holder thereof to
purchase shall be adjusted as provided in the Rights Agreement.

         This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Rights Agent, the Corporation and the holders of the Rights Certificates. Copies
of the Rights Agreement are on file at the registered office of the Corporation
and are available upon written request.

         This Rights Certificate, with or without other Rights Certificates,
upon surrender at any of the offices of the Rights Agent designated for such
purpose, may be exchanged for another Rights Certificate or Rights Certificates
of like tenor and date evidencing an aggregate number of Rights equal to the
aggregate number of Rights evidenced by the Rights Certificate or Rights
Certificates surrendered. If this Rights Certificate shall be exercised in part,
the registered holder shall be entitled to receive, upon

<PAGE>

                                     - 2 -


surrender hereof, another Rights Certificate or Rights Certificates for the
number of whole Rights not exercised.

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate may be redeemed by the Corporation at a redemption price of
$0.00001 per Right, subject to adjustment in certain events, under certain
circumstances at its option.

         No fractional Common Shares will be issued upon the exercise of any
Rights evidenced hereby, but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.

         No holder of this Rights Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of Common
Shares or of any other securities which may at any time be issuable upon the
exercise hereof, nor shall anything contained in the Rights Agreement or herein
be construed to confer upon the holder hereof, as such, any of the Rights of a
shareholder of the Corporation or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting shareholders (except as provided in the
Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until the Rights evidenced by this Rights Certificate shall have been exercised
as provided in the Rights Agreement.

         This Rights Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.

         WITNESS the facsimile signature of the proper officers of the
Corporation and its corporate seal.

Date:
       --------------------------

AGRIUM INC.

By:                                           By:
      ---------------------------                  -----------------------------
      Authorized Officer                           Authorized Officer

Countersigned:

CIBC MELLON TRUST COMPANY

By:
      ---------------------------
      Authorized Signature


<PAGE>


                               FORM OF ASSIGNMENT

 (To be executed by the registered holder if such holder desires to transfer
              the Rights represented by this Rights Certificate.)

         FOR VALUE RECEIVED ____________________________________ hereby sells,

assigns and transfers to _______________________________________________________
                              (Please print name and address of transferee)

the Rights represented by this Rights Certificate, together with all right,
title and interest therein, and hereby irrevocably constitutes and appoints
____________________________________as attorney, to transfer the within Rights
on the books of the Corporation, with full power of substitution.

Dated:

Signature Guaranteed:
                                                  ------------------------------
                                                  Signature


                                                  (Signature must correspond to
                                                  name as written upon the face
                                                  of this Rights Certificate in
                                                  every particular, without
                                                  alteration or enlargement or
                                                  any change whatsoever.)

Signature must be guaranteed by a Canadian chartered bank, a Canadian trust
company, a member of a recognized stock exchange or a member of the Securities
Transfer Association Medallion (STAMP) Program.


--------------------------------------------------------------------------------
                            (To be completed if true)

The undersigned hereby represents, for the benefit of all holders of Rights and
Common Shares, that the Rights evidenced by this Rights Certificate are not,
and, to the knowledge of the undersigned, have never been, Beneficially Owned by
an Acquiring Person or an Affiliate or Associate thereof or by any Person acting
jointly or in concert with any of the foregoing (all capitalized terms are used
as defined in the Rights Agreement).

Dated:                                    Signature:
        ----------------------                        --------------------------


                                     NOTICE

         In the event the certification set forth above in the Form of Election
to Exercise is not completed upon exercise of the Right(s) evidenced hereby or
in the event that the certification set forth above in the Form of Assignment is
not completed upon the assignment of the Right(s) evidenced hereby, the
Corporation will deem the Beneficial Owner of the Right(s) evidenced by this
Rights Certificate to be an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement) and, in the case of an assignment,
will affix a legend to that effect on any Rights Certificates issued in exchange
for this Rights Certificate.

<PAGE>


                   (To be attached to each Rights Certificate)

                          FORM OF ELECTION TO EXERCISE

TO:  AGRIUM INC.

The undersigned hereby irrevocably elects to exercise ______________________
whole Rights represented by the attached Rights Certificate to purchase the
Common Shares (or other securities or property) issuable upon the exercise of
such Rights and requests that certificates for such shares (or other, securities
or title to such property) be issued in the name of:


                   -------------------------------------------
                                     (Name)


                   -------------------------------------------
                                    (Street)


                   -------------------------------------------
                          (City and State or Province)


                   -------------------------------------------
                       (Country, Postal Code or Zip Code)


                   -------------------------------------------
                      SOCIAL INSURANCE, SOCIAL SECURITY OR
                      OTHER TAXPAYER IDENTIFICATION NUMBER


<PAGE>

                                     - 2 -


 If such number of Rights shall not be all the Rights evidenced by this Rights
 Certificate, a new Rights Certificate for the balance of such Rights shall be
                   registered in the name of and delivered to:


                     --------------------------------------
                                     (Name)


                     --------------------------------------
                                    (Street)


                     --------------------------------------
                          (City and State or Province)


                     --------------------------------------
                       (Country, Postal Code or Zip Code)


                     --------------------------------------
                      SOCIAL INSURANCE, SOCIAL SECURITY OR
                      OTHER TAXPAYER IDENTIFICATION NUMBER


Dated:
        ------------------------------

Signature Guaranteed:
                                                  ------------------------------
                                                  Signature

                                                  (Signature must correspond to
                                                  name as written upon the face
                                                  of this Rights Certificate in
                                                  every particular, without
                                                  alteration or enlargement or
                                                  any change whatsoever.)

Signature must be guaranteed by a Canadian chartered bank, a Canadian trust
company, a member of a recognized stock exchange or a member of the Securities
Transfer Association Medallion (STAMP) Program.


--------------------------------------------------------------------------------
                            (To be completed if true)

The undersigned hereby represents, for the benefit of all holders of Rights and
Common Shares, that the Rights evidenced by this Rights Certificate are not,
and, to the knowledge of the undersigned, have never been, Beneficially Owned by
an Acquiring Person or an Affiliate or Associate thereof or by any Person acting
jointly or in concert with any of the foregoing (all capitalized terms are used
as defined in the Rights Agreement).

Dated:                                   Signature:
        -----------------------                     ----------------------------

<PAGE>

                                     NOTICE

         In the event the certification set forth above in the Form of Election
to Exercise is not completed upon exercise of the Right(s) evidenced hereby or
in the event that the certification set forth above in the Form of Assignment is
not completed upon the assignment of the Right(s) evidenced hereby, the
Corporation will deem the Beneficial Owner of the Right(s) evidenced by this
Rights Certificate to be an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement) and, in the case of an assignment,
will affix a legend to that effect on any Rights Certificates issued in exchange
for this Rights Certificate.