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EXHIBIT 99.1
 AGRIUM INC.
 ANNUAL INFORMATION FORM
 Year Ended December 31, 2007
 February 27, 2008




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AGRIUM INC.
ANNUAL INFORMATION FORM
TABLE OF CONTENTS
  Page ReferenceIncorporated byIncorporated by
    
    Reference from theAnnual
    
    Reference from the
    
    2007 ConsolidatedInformation
    
    2007 Managements
    
    Financial StatementsForm
    
    Discussion & Analysis
    
    and Notes theretoItem 1  Cover Page
    
    1Item 2  Table of Contents
    
    2 - 4Item 3  Corporate Structure
    
    53.1
    
    Name, Address and Incorporation
    
    53.2
    
    Inter-corporate Relationships
    
    5Item 4  General Development of the Business
    
    6 - 104.1
    
    Three Year History
    
    64.2
    
    Proposed Transactions
    
    10Item 5  Description of the Business
    
    11 - 185.1
    
    Business of Agrium
    
    11a.
    
    Summary
    
    11i.
    
    Products, Services and Markets
    
    11
    
    21-29(1), 3149(2),51-55(3)ii.
    
    Transportation, Storage and
    
    13Distributioniii.
    
    Selected Financial Information
    
    13
    
    
    
    Note 24b.
    
    Production Methods
    
    14c.
    
    Competitive Position
    
    14d.
    
    New Products
    
    15e.
    
    Sources of Raw Materials
    
    15
    
    4043(4), 4345(5),
4547(6)f.
    
    Intangible Properties
    
    15(1) Retail Business Segment(2) Wholesale Business Segment(3) Advanced Technologies Business Segment(4) Nitrogen Products(5) Potash Products(6) Phosphate Products
 
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AGRIUM INC.
ANNUAL INFORMATION FORM
TABLE OF CONTENTS (CONTINUED)
 Page ReferenceIncorporated byIncorporated by
    
    Reference from theAnnual
    
    Reference from the
    
    2007 ConsolidatedInformation
    
    2007 Managements
    
    Financial StatementsForm
    
    Discussion & Analysis
    
    and Notes thereto5.1
    
    Business of Agrium (continued)g.
    
    Seasonality
    
    17h.
    
    Environmental Protection Requirements
    
    17i.
    
    Employees
    
    185.2
    
    Risk Factors
    
    18
    
    8794(7)Item 6  Dividends
    
    18Item 7  Description of Capital Structure
    
    19 - 207.1
    
    General Description of Capital Structure
    
    19
    
    77(8)7.2
    
    Constraints
    
    197.3
    
    Credit Ratings
    
    19Item 8  Market for Securities
    
    218.1
    
    Trading Price and Volume
    
    218.2
    
    Prior Sales
    
    21Item 9  Escrowed Securities
    
    22Item 10  Directors and Officers
    
    22 - 2510.1
    
    Name, Occupation and Security Holding
    
    2210.2
    
    Cease Trade Orders, Bankruptcies,
Penalties or Sanctions
    
    2410.3
    
    Conflicts of Interest
    
    25Item 11  Promoters
    
    25Item 12  Legal Proceedings and Regulatory Actions
    
    25Item 13
 Interest of Management and Others in Material
Transactions
    
    25(7) Business Risks(8) Outstanding Shares
 
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AGRIUM INC.
 ANNUAL INFORMATION FORM
TABLE OF CONTENTS (CONTINUED)
 Page ReferenceIncorporated byIncorporated by
    
    Reference from theAnnual
    
    Reference from the
    
    2007 ConsolidatedInformation
    
    2007 Managements
    
    Financial StatementsForm
    
    Discussion & Analysis
    
    and Notes theretoItem 14  Transfer Agent, Registrar and Trustees
    
    26Item 15  Experts
    
    2615.1
    
    Names of Experts
    
    2615.2
    
    Interests of Experts
    
    26Item 16  Audit Committee
    
    26 - 2916.1
    
    Audit Committee Charter
    
    2616.2
    
    Composition of the Audit Committee
    
    2616.3
    
    Relevant Education and Experience of
Members of the Audit Committee
    
    2716.4
    
    Pre-Approval Policies and Procedures
    
    2816.5
    
    External Auditor Service Fees (by category)
    
    29Item 17  Additional Information
    
    29 - 30
 
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INTERPRETATION
  ITEM 3  CORPORATE STRUCTURE
 3.1 NAME, ADDRESS AND INCORPORATION
  3.2 INTERCORPORATE RELATIONSHIPS
 Principal Subsidiaries & Associated Companies
    
    Jurisdiction of Incorporation or Organization
    
    OwnershipAGRIUM, a general partnership
    
    Alberta
    
    
    100
    %Agrium U.S. Inc.
    
    Colorado
    
    
    100
    %Crop Production Services, Inc.
    
    Delaware
    
    
    100
    %Western Farm Service, Inc.
    
    Delaware
    
    
    100
    %Agroservicios Pampeanos S.A.
    
    Argentina
    
    
    100
    %Profertil S.A.
    
    Argentina
    
    
    50
    %
  
    
    Agriums Retail Business Unit, with net sales of $2.5-billion in 2007, operates in North
and South America, providing crop inputs and services directly to farmers;
    
    Agriums Wholesale Business Unit, with net sales of $2.8-billion in 2007, operates in North
and South America and produces, markets and distributes all major crop nutrients for
agricultural and industrial customers both domestically and around the world; and
    
    Agriums Advanced Technologies Business Unit, with net sales of $249-million in 2007,
produces and markets controlled release nutrients for sale to the agricultural, golf course,
turf, and ornamental markets of North America. The recent investment in Hanfeng Evergreen Inc.
(Hanfeng) has expanded this business units geographic market to China and the Pacific Rim.
 
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ITEM 4  GENERAL DEVELOPMENT OF THE BUSINESS
 4.1 THREE YEAR HISTORY
 2005
    Acquisitions
    
    
    Redemption of the eight percent preferred securities on February 14, 2005 for
$175-million;
    
    Repurchase of approximately five million common shares for $98-million through a normal
course issuer bid; and
    
    Retirement of $126-million of long-term debt.
 2006
 
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ITEM 4  GENERAL DEVELOPMENT OF THE BUSINESS (CONTINUED)
    Acquisitions and Divestitures
 
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ITEM 4  GENERAL DEVELOPMENT OF THE BUSINESS (CONTINUED)
   Incremental Expansion
  
    
    The expansion of the Vanscoy potash operation in Saskatchewan during October, expected
to add an additional 310,000 tonnes per year of production capacity.
    
    The expansion of the ESN150 facility at the end of February, bringing Agriums total ESN
production capability to 150,000 tonnes and making the Carseland, Alberta plant the largest
polymer-coated controlled release crop nutrient production facility in the world.
    2007
 
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ITEM 4  GENERAL DEVELOPMENT OF THE BUSINESS (CONTINUED)
    Acquisitions & Investments
 
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ITEM 4  GENERAL DEVELOPMENT OF THE BUSINESS (CONTINUED)
 Incremental Expansion
     4.2 PROPOSED TRANSACTIONS
 
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ITEM 5  DESCRIPTION OF THE BUSINESS
 5.1 BUSINESS OF AGRIUM
  a)
    
    SUMMARY
 i)
    
    Products, Services and MarketsFor additional information regarding the products, services and markets of Agriums
business, see the discussion under the heading Retail Business Segment on pages 21 to 29,
Wholesale Business Segment on pages 31 to 49, and Advanced Technologies Business Segment
on pages 51 to 55 of the 2007 Managements Discussion & Analysis, which is incorporated
herein by reference.RetailAgriums Retail operating segment markets crop nutrients, crop protection products, seeds,
custom application and other agronomic services to customers through 444 outlets in the
U.S., Argentina and Chile. Nearly 90 percent of Agriums Retail business is based in the
U.S. where its Retail subsidiaries conduct business activities in 30 states. The Retail
segments market is predominately retail sales directly to farm customers, but also includes
some wholesale activity through the Companys 11 distribution centers and 44 terminals
operated in the U.S. and two outlets in Chile.Crop nutrients typically account for more than 50 percent of Retails total net sales. Crop
nutrients are generally mixed in a custom blend to suit the particular nutrient requirements
for each customers field based on soil fertility tests or petiole samples. Agrium offers
custom crop nutrient application services and employs a large fleet of application and nurse
equipment to custom-apply these nutrients at the prescribed rates. Many of the Companys
crop nutrient application rigs are also capable of precision application using global
positioning system (GPS) technology which allows nutrient application rates to be adjusted
when required based on GPS grid soil sample test results.Agriums retail crop protection business now accounts for approximately 25 percent of
Retails total net sales, but has declined some in recent years due to the growth in
genetically modified seed (GMO), which has reduced the use of crop protection products
primarily on the large-acre crops of corn, soybeans and cotton. High-value specialty crops,
like those grown in the Companys California and Arizona markets, have not been as severely
affected by the growth in GMO seeds. Similar to crop nutrient application, Agrium employs a
large fleet of crop protection application equipment. By its nature, Retails crop
protection business operates within a framework of government regulation and oversight.
 
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ITEM 5  DESCRIPTION OF THE BUSINESS (CONTINUED)
   Wholesale
 
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ITEM 5  DESCRIPTION OF THE BUSINESS (CONTINUED)
 Advanced Technologies
    ii)
    
    Transportation, Storage and DistributionA significant portion of delivered costs of crop nutrient products to certain customers
is attributable to transportation. Agrium has entered into various rail, pipeline and
other transportation agreements to provide reliable and competitive transportation
services. Agrium leases approximately 3,600 rail tank and hopper cars, some of which
are specially designed to transport fertilizer products. This fleet is supplemented by
railroad-supplied cars as needed to meet peak-season transportation requirements. Agrium
owns atmospheric and pressurized anhydrous ammonia storage, dry product, and liquid
product facilities at locations in Western Canada and throughout the United States.
Wholesale has over 25 locations for storage at distribution terminals and warehouses.
These locations, when combined with storage capability at the production facilities and
leased warehousing, provide a network of field and production site storage capacity
sufficient to meet customer requirements.iii)
    
    Selected Financial InformationNet sales classified by operating segment and by product category for the Corporations
three most recently completed financial years are provided in Note 24 to Agriums 2007
Consolidated Financial Statements, which is incorporated herein by reference.
 
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ITEM 5  DESCRIPTION OF THE BUSINESS (CONTINUED)
 b)
    
    PRODUCTION METHODS
  Nitrogen-based fertilizers
  Potash
  Phosphate
  Fertilizer Technologies and Professional Products
  c)
    
    COMPETITIVE POSITIONThe market for Agriums nutrients and crop production inputs is highly competitive. The
Companys competitors include other large integrated fertilizer producers, cooperatives,
divisions of agribusiness companies, regional distributors and independent dealers.The Company has 413 retail farm centers located throughout many of the major growing areas in
the U.S. and another 31 centers in Argentina and Chile. Agrium is a major distributor of crop
nutrients, crop protection products and seed in a highly competitive industry, particularly with
respect to price and service. The principal competitors in the distribution of crop production
inputs include agricultural co-operatives, national fertilizer producers, major grain companies
and independent distributors and brokers.
 
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ITEM 5  DESCRIPTION OF THE BUSINESS (CONTINUED)
    d)
    
    NEW PRODUCTS
  e)
    
    SOURCES OF RAW MATERIALS
  f)
    
    INTANGIBLE PROPERTIES
  Trademark
    
    
    CountriesAgrium® and DESIGN
    
    
    Argentina, Brazil, Canada, Chile, Egypt, France,
Indonesia, Mexico, New Zealand, United States,
Venezuela, VietnamAgrium and DESIGN
    
    
    China P.R., European Community (CTM)AGRIUM ADVANCED TECHNOLOGIES and
DESIGN
    
    
    Argentina, Australia, Benelux, Brazil, Canada, Chile,
China P.R., Costa Rica, France, Germany, Ireland,
Italy, Japan, Malaysia, Mexico, New Zealand,
Philippines, South Korea, Spain, Taiwan, Thailand,
United Kingdom, United StatesAgrium Potash Plus
    
    
    Canada, United StatesCrop Production Services and DESIGN
    
    
    United StatesDURATION CR®
    
    
    Canada, China P.R., Germany, Philippines, United StatesDURATION CR® and DESIGN
    
    
    Benelux, Germany, Mexico, TaiwanDURATION CR
    
    
    European Community (CTM), China P.R., Malaysia
 
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ITEM 5  DESCRIPTION OF THE BUSINESS (CONTINUED)
 Trademark
    
    
    CountriesDURATION CR and DESIGN
    
    
    Argentina, Australia, Canada, Chile, China P.R.,
European Community (CTM), Great Britain, Japan,
Malaysia, Philippines, South Korea, Thailand,
United StatesDURATION®
    
    
    Argentina, Benelux, Canada, Germany, Japan,
Malaysia, South Korea, Taiwan, Thailand, United
StatesDURATION
    
    
    Argentina, Mexico, PhilippinesEAgrium
    
    
    EgyptEAgrium and DESIGN
    
    
    EgyptEngro® and DESIGN
    
    
    CanadaESN and DESIGN®
    
    
    Argentina, Australia, Canada, Malaysia, Mexico,
New Zealand, United StatesESN and DESIGN
    
    
    China P.R., European Community (CTM), JapanESN®
    
    
    Australia, Argentina, Canada, Malaysia, Mexico,
New Zealand, United StatesESN
    
    
    China P.R., European Community (CTM), JapanIB Nitrogen®
    
    
    United StatesJia Yang
    
    
    China P.R.N-pHuric®
    
    
    Canada, Mexico, United StatesNitroform®
    
    
    Australia, Benelux, Canada, Denmark, Finland,
France, Greece, Ireland, Japan, Malaysia, New
Zealand, Norway, South Africa, Sweden,
Switzerland, Thailand, United StatesNu-Gro® and DESIGN
    
    
    CanadaNutralene®
    
    
    Australia, Canada, Denmark, Finland, France,
Germany, Greece, Ireland, Japan, Malaysia, New
Zealand, Norway, Sweden, Thailand, United
Kingdom, United StatesPolyon®
    
    
    Australia, Canada, Chile, European Community
(CTM), Japan, Mexico, United Kingdom, United
StatesPolyon
    
    
    South KoreaPrecise®
    
    
    United StatesProTurf®
    
    
    CanadaProTurf® and DESIGN
    
    
    CanadaSMART NITROGEN®
    
    
    Argentina, Canada, New Zealand, United StatesSMART NITROGEN
    
    
    European Community (CTM), Malaysia, MexicoTrikote®
    
    
    Canada, United StatesWestern Farm Service® and DESIGN
    
    
    Canada, United StatesXCU
    
    
    Canada, Japan, Mexico, New Zealand, United States
  Title
    
    
    Patent Number
    
    
    CoverageMachine System and Process for Producing
Attrition Resistant Slow Release Fertilizer
(Polyon Process Patent)
    
    
    US 5 374 292
    
    
    U.S.Controlled Release Fertilizers and Methods
of Production
    
    
    US 6 663 686
    
    
    U.S., CanadaControlled Release Fertilizer and Method for
Production Thereof
    
    
    US 5 538 531
    
    
    U.S., CanadaOne Step Method coating Nutrient Particles
    
    
    US 4 969 947
    
    
    U.S., Canada
 
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ITEM 5  DESCRIPTION OF THE BUSINESS (CONTINUED)
 Title
    
    
    Patent Number
    
    
    CoverageMachine System and Process for Producing
(Cont II) (Continuation of Polyon 292
patent)
    
    
    US 65 858 094
    
    
    U.S.Machine System and Process for Producing
(III) (Continuation of Polyon 292 patent)
    
    
    US 6 537 611
    
    
    U.S.Machine System and Process for Producing
(Cont I) (Continuation of Polyon 292 patent)
    
    
    US 5 547 486
    
    
    U.S.Controlled Release Plant Nutrients
    
    
    US 5 803 946
    
    
    U.S., CanadaProcess for Noncatalytic NOx Abatement
    
    
    US 5 399 326
    
    
    U.S.Process for Nox Abatement (US)
    
    
    US 5 626 138
    
    
    U.S.
  g)
    
    SEASONALITY
  h)
    
    ENVIRONMENTAL PROTECTION REQUIREMENTS
 
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ITEM 5  DESCRIPTION OF THE BUSINESS (CONTINUED)
 i)
    
    EMPLOYEES
 6,618
 Business Unit
    
    Number of EmployeesRetail
    
    
    3,846Wholesale
    
    
    2,230Advanced Technologies
    
    
    262Corporate
    
    
    280Total
    
    
    6,618
    5.2 RISK FACTORS
  ITEM 6  DIVIDENDS
   Dividends per Share Paid or PayableCommon Shares2005
    
    $
    0.112006
    
    $
    0.112007
    
    $
    0.11
 
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ITEM 7  DESCRIPTION OF CAPITAL STRUCTURE
 7.1 GENERAL DESCRIPTION OF CAPITAL STRUCTURE
  7.2 CONSTRAINTS
  7.3 CREDIT RATINGS
     Dominion Bond
    
    
    Moodys InvestorRating Service
    
    
    Service
    
    
    Standard & PoorsSenior Unsecured
Notes and
Debentures
    
    BBB
    
    Baa2
    
    BBBRating under reviewRatings Outlook
    
    Stable
    
    (see below)
    
    Stable
 
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ITEM 7  DESCRIPTION OF CAPITAL STRUCTURE (CONTINUED)
  Dominion Bond Rating Service (DBRS)
   Moodys Investor Services (Moodys)
   Standard & Poors (S&P)
 
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ITEM 8  MARKET FOR SECURITIES
 8.1 TRADING PRICE AND VOLUME
   Month
    
    High Price
    
    Low Price
    
    Closing Price
    
    Volume(2007)
    
    ($Canadian)
    
    ($Canadian)
    
    ($Canadian)
    
    (in 000s)January
    
    41.05
    
    35.45
    
    40.75
    
    10,237February
    
    48.22
    
    40.77
    
    44.89
    
    14,632March
    
    46.63
    
    41.83
    
    44.35
    
    16,620April
    
    48.13
    
    42.86
    
    43.02
    
    14,099May
    
    44.34
    
    39.71
    
    41.25
    
    16,519June
    
    49.54
    
    38.97
    
    46.69
    
    20,289July
    
    49.55
    
    42.66
    
    44.85
    
    13,707August
    
    48.60
    
    37.21
    
    48.25
    
    18,599September
    
    54.55
    
    47.67
    
    54.18
    
    16,748October
    
    60.49
    
    51.01
    
    60.00
    
    16,712November
    
    59.59
    
    50.08
    
    57.40
    
    16,029December
    
    74.58
    
    55.11
    
    71.67
    
    24,838
  Month
    
    High Price
    
    Low Price
    
    Closing Price
    
    Volume(2007)
    
    ($U.S.)
    
    ($U.S.)
    
    ($U.S.)
    
    (in 000s)January
    
    34.77
    
    30.13
    
    34.68
    
    21,967February
    
    41.53
    
    34.63
    
    38.46
    
    25,254March
    
    39.90
    
    35.46
    
    38.33
    
    28,684April
    
    47.69
    
    37.51
    
    38.73
    
    24,239May
    
    40.05
    
    35.89
    
    38.63
    
    30,835June
    
    46.35
    
    36.68
    
    43.75
    
    39,120July
    
    47.55
    
    40.47
    
    41.92
    
    30,518August
    
    46.06
    
    34.62
    
    45.54
    
    44,755September
    
    54.85
    
    45.23
    
    54.38
    
    28,533October
    
    63.57
    
    51.00
    
    63.57
    
    33,735November
    
    64.74
    
    50.50
    
    57.84
    
    33,578December
    
    76.14
    
    54.40
    
    72.21
    
    57,817
 8.2 PRIOR SALES
 
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ITEM 9  ESCROWED SECURITIES
  ITEM 10  DIRECTORS AND OFFICERS
 10.1 NAME, OCCUPATION AND SECURITY HOLDING
  Year first becameName and
    
    Director of theMunicipality of Residence
    
    Corporation
    
    Present principal occupation or employmentFrank W. Proto (1)(4)
    
    1993
    
    Corporate Director.  Board Chair of Agrium Inc. (part-time basis)Regina, SaskatchewanNeil Carragher (3)
    
    1996
    
    Corporate Director.  President, The Corporate Partnership Ltd.Toronto, OntarioRalph S. Cunningham (1)(2)
    
    1996
    
    President and Chief Executive Officer of EPE Holdings, LLC, the general partner of Enterprise GP Holdings L.P.Houston, TexasD. Grant Devine (3)(4)
    
    1993
    
    Corporate Director.  Farmer and rancher.  President, Grant Devine Farms and Consulting Services Ltd.Caronport, SaskatchewanGermaine Gibara (2)(3)
    
    2004
    
    Corporate Director.  President, Avvio Management Inc.Montreal, QuebecRussell K. Girling (1)(3)
    
    2006
    
    President, Pipelines, of TransCanada Corporation, and Chairman and Chief Executive Officer of TC Pipelines GP, Inc.Calgary, AlbertaSusan A. Henry (2)(4)
    
    2001
    
    Dean of the College of Agriculture and Life Sciences and Professor at Cornell University, Ithaca, New YorkIthaca, New YorkRussell J. Horner (1)(2)(4)
    
    2004
    
    Corporate DirectorVancouver, British ColumbiaA. Anne McLellan, P.C.(3)(4)
    
    2006
    
    Corporate DirectorEdmonton, AlbertaDerek G. Pannell
    
    2008
    
    Managing Partner, Brookfield Asset Management, Inc. (part-time basis)Bathurst, New BrunswickMichael M. Wilson
    
    2003
    
    President & Chief Executive Officer of Agrium Inc.Bragg Creek, AlbertaVictor J. Zaleschuk, CA (1) (2)
    
    2002
    
    Corporate DirectorCalgary, Alberta
 (1)
    
    Member of the Audit Committee(2)
    
    Member of the Human Resources & Compensation Committee(3)
    
    Member of the Corporate Governance & Nominating Committee(4)
    
    Member of the Environment, Health & Safety Committee
 
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ITEM 10  DIRECTORS AND OFFICERS (CONTINUED)
  Executive Officers
 Name and Municipality
    
    Position with the Corporationof Residence
    
    and Principal OccupationFrank W. Proto
    
    Board Chair (part-time basis)Regina, SaskatchewanMichael M. Wilson
    
    President & Chief Executive OfficerBragg Creek, AlbertaWilliam A. Boycott
    
    Vice President, and President, Advanced Technologies Business UnitSylacauga, AlabamaStephen G. Dyer
    
    Vice President, ManufacturingCalgary, AlbertaPatrick J. Freeman
    
    Vice President & TreasurerCalgary, AlbertaRichard L. Gearheard
    
    Senior Vice President, and President, Retail Business UnitCentennial, ColoradoJames M. Grossett
    
    Senior Vice President, Human ResourcesBragg Creek, AlbertaKevin R. Helash
    
    Vice President, Marketing & DistributionHigh River, AlbertaAngela S. Lekatsas
    
    Vice President & Corporate ControllerCalgary, AlbertaGordon R. Miller
    
    Vice President, Retail West RegionClovis, CaliforniaAndrew K. Mittag
    
    Senior Vice President, Corporate Development & StrategyCalgary, AlbertaLeslie A. ODonoghue
    
    Senior Vice President, General Counsel & Corporate SecretaryCalgary, AlbertaChristopher W. Tworek
    
    Vice President, Supply ManagementCalgary, AlbertaThomas E. Warner
    
    Vice President, Retail East RegionRio, IllinoisBruce G. Waterman
    
    Senior Vice President, Finance & Chief Financial OfficerCalgary, AlbertaRon A. Wilkinson
    
    Senior Vice President, and President, Wholesale Business UnitCalgary, Alberta
 
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ITEM 10  DIRECTORS AND OFFICERS (CONTINUED)
   10.2 CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS
  
    
    was subject to an order that was issued while the director or executive officer was acting
in the capacity as director, chief executive officer or chief financial officer; or
    
    was subject to an order that was issued after the director or executive officer ceased to
be a director, chief executive officer or chief financial officer and which resulted from an
event that occurred while that person was acting in the capacity as director, chief executive
officer or chief financial officer.
  
    
    a cease trade order;
    
    an order similar to a cease trade order; or
    
    an order that denied the relevant company access to an exemption under securities
legislation.
 
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ITEM 10  DIRECTORS AND OFFICERS (CONTINUED)
  
    
    is, as at February 27, 2008, or has been within the ten years prior to February 27, 2008, a
director or executive officer of any company (including the Corporation) that, while that
person was acting in that capacity, or within a year of that person ceasing to act in that
capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or
insolvency or was subject to or instituted any proceedings, arrangement or compromise with
creditors or had a receiver manager or trustee appointed to hold its assets; or
    
    has, within the ten years before February 27, 2008, become bankrupt, made a proposal under
any legislation relating to bankruptcy or insolvency, or become subject to or instituted any
proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or
trustee appointed to hold the assets of the director, executive officer or shareholder.
 10.3 CONFLICTS OF INTEREST
  ITEM 11  PROMOTERS
  ITEM 12  LEGAL PROCEEDINGS AND REGULATORY ACTIONS
  ITEM 13  INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
  ITEM 14  TRANSFER AGENT, REGISTRAR, AND TRUSTEES
 
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The transfer agent and registrar
for the Corporations common shares:
    
    
    The Trustee for the Corporations
unsecured notes and debentures:CIBC Mellon Trust Company
P.O. Box 7010
Adelaide Street Postal Station
Toronto, Ontario, Canada, M5C 2W9
    
    
    The Bank of New York Trust Company, N.A.
Bondholder Relations
9th Floor, 2001 Bryan Street
Dallas, Texas 75201Telephone:
Outside North America: (416)
643-5500
Inside North America: (800) 387-0825
Website: www.cibcmellon.com
    
    
    Telephone: (800) 275-2048 or (800)
254-2826
 ITEM 15  EXPERTS
 15.1 NAMES OF EXPERTS
  15.2 INTERESTS OF EXPERTS
  ITEM 16  AUDIT COMMITTEE
 16.1 AUDIT COMMITTEE CHARTER
  16.2 COMPOSITION OF THE AUDIT COMMITTEE
 
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ITEM 16  AUDIT COMMITTEE (CONTINUED)
 16.3 RELEVANT EDUCATION AND EXPERIENCE OF MEMBERS OF THE AUDIT COMMITTEE
 Name(Director Since)
    
    Principal Occupation and Full BiographyMr. Victor J. Zaleschuk
B.Comm., CA
Calgary, Alberta
(October 3, 2002)Other Public Directorships
 Nexen Inc., an energy
company (TSX, NYSE)
 Board Chair of Cameco
Corporation, a uranium
company (TSX, NYSE)
    
    Mr. Zaleschuk is the Board Chair of Cameco
Corporation, a director of Nexen Inc. and
the former President and Chief Executive
Officer of Nexen Inc. Prior to becoming
President of Nexen Inc., Mr. Zaleschuk was
a Senior Vice President and Chief
Financial Officer of Nexen Inc. Before
joining Nexen Inc., Mr. Zaleschuk was a
senior financial executive in the energy
sector.Dr. Ralph S. Cunningham
Ph.D. (Engineering)
Houston, Texas, U.S.A.
(December 12, 1996)Other Public Directorships
 DEP Holdings, LLC,
the general partner of Duncan
Energy Partners L.P., a
publicly traded midstream
energy services partnership
(NYSE)*
 EnCana Corporation,
an energy company (TSX, NYSE)
 Enterprise Products
GP, LLC, the general partner
of Enterprise Products
Partners L.P., a publicly
traded midstream energy
partnership (NYSE)*
 EPE Holdings, LLC,
the general partner of
Enterprise GP Holdings L.P.,
a publicly traded midstream
energy holding partnership
(NYSE)*
 TETRA Technologies,
Inc., an oil and gas services
company (NYSE)

*Duncan Energy Partners L.P.,
Enterprise GP Holdings L.P.,
and Enterprise Products
Partners L.P. are affiliated
with each other.
    
    Dr. Cunningham is President and Chief
Executive Officer and a director of EPE
Holdings, LLC, the general partner of
Enterprise GP Holdings L.P. (a publicly
traded midstream energy holding
partnership), a director of DEP Holdings,
LLC, the general partner of Duncan Energy
Partners L.P. (a publicly traded midstream
energy services partnership), and a
director of Enterprise Products GP, LLC,
the general partner of Enterprise Products
Partners L.P. (a publicly traded midstream
energy partnership). Dr. Cunningham was
Interim President and Chief Executive
Officer after serving as a Group Executive
Vice President and Chief Operating Officer
of Enterprise Products GP, LLC. He is
Board Chair of TETRA Technologies, Inc.,
and an Advisory Director of Pilko &
Associates, a Houston, Texas based
management and consulting firm
specializing in advising multi-national
companies on environmental, health &
safety governance and management systems.
Dr. Cunningham is the former Board Chair
of Texas Eastern Products Pipeline
Company, LLC, the general partner of
TEPPCO Partners L.P. (an energy
transportation partnership), former Chief
Executive Officer of CITGO Petroleum
Corporation (an energy company), former
Vice Chairman of Huntsman Corporation (a
chemical company), former President of
Texaco Chemical Company (an energy
company), former Chairman and Chief
Executive Officer of Clark Oil Refining
Corporation (an energy company), former
President of Tenneco Oil Processing and
Marketing (an energy company), and has
held a number of supervisory and
management positions at Exxon Company (an
energy company).
 
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ITEM 16  AUDIT COMMITTEE (CONTINUED)
 Name(Director Since)
    
    Principal Occupation and Full BiographyMr. Russell K. Girling
B. Comm., M.B.A. (Finance)
Calgary, Alberta
(May 9, 2006)Other Public Directorships
 TC Pipelines GP, Inc., the
general partner of TC Pipelines, L.P.,
a pipeline limited partnership (NASDAQ)
    
    Mr. Girling is
President,
Pipelines, of
TransCanada
Corporation (a
diversified energy
and pipeline
company), and Board
Chairman and Chief
Executive Officer
of TC Pipelines GP,
Inc., the general
partner of TC
Pipelines, L.P. (a
pipeline limited
partnership). Mr.
Girling is
currently a
director of NOVA
Gas Transmission
Ltd. (an Alberta
gas pipeline
company), which is
affiliated with
TransCanada
Corporation. Mr.
Girling is also a
former Board Chair
of TransCanada
Power, L.P. (now
EPCOR Power L.P.),
and a former
director of Bruce
Power Inc. (a
nuclear power
company). Mr.
Girling was
previously
President of
TransCanada Gas
Services, a
division of
TransCanada
Corporation,
Executive Vice
President, Power of
TransCanada Energy
and the Executive
Vice President,
Corporate
Development and
Chief Financial
Officer of
TransCanada
Corporation. Mr.
Girling is also a
former director of
the Alberta
Childrens Hospital
Fund.Mr. Russell J. Horner
B. Sc. (Chem)
Vancouver, British Columbia
(September 29, 2004)Other Public Directorships
None

    
    Mr. Horner is a Corporate Director. He is
the former President and Chief Executive
Officer of Catalyst Paper Corporation (a
forest products and paper company), a former
Chief Operating Officer, Australasia,
Fletcher Challenge Paper Division, Fletcher
Challenge Limited (a forest products and
paper company), and a former Managing
Director of Australian Newsprint Mills Ltd.
(a newsprint company). He is a former Board
member of the Pulp and Paper Research
Institute of Canada, a former member of the
Board of Directors of the World Wildlife Fund
Canada, and a former member of the Advisory
Board of Factory Mutual Insurance Company (an
insurance company). He is past Chair of the
Forest Products Association of Canada, past
Chair of the Pulp and Paper Manufacturers
Federation of Australia, a past Chair of the
Commonwealths Wood and Paper Industry Forum
(Australia), and a past Chair of the
Co-operative Research Corporation for
Hardwoods (Australia). Mr. Horner has
attended the Advanced Management Programs at
Harvard Business School and at Auckland
University.Mr. Frank W. Proto
B.A. (Economics)
Regina, Saskatchewan
(March 1, 1993)Other Public Directorships
None
    
    Mr. Proto is Board Chair (serving on a
part-time basis) of Agrium Inc., and Board
Chair of Nelson Group Inc. (an investment
company). Mr. Proto is a former Chair of the
Petroleum Technology Research Centre at the
University of Regina, a former President and
Chief Executive Officer of Wascana Energy Inc. (an energy company), a former Chair of
SaskEnergy Inc. (a natural gas distribution and transmission company), and a former
member of the Canada Newfoundland Offshore
Petroleum Board (a regulatory agency). He is
a former director of Chieftain Development Ltd. (an energy company), Century Sales and
Service Limited (an industrial company) and
Saskatchewan Telecommunications Holding
Corporation (SaskTel) (a telecommunications
company).
 16.4 PRE-APPROVAL POLICIES AND PROCEDURES
 
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ITEM 16  AUDIT COMMITTEE (CONTINUED)
 16.5 EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)
  Category
    
    

    Year Ended December 312006(5)
    
    
    
    2007$
    
    
    

    $Audit Fees(1)
    
    
    1,940,500
    
    
    
    2,768,800Audit-Related Fees(2)
    
    
    105,000
    
    
    
    161,800Tax Fees(3)
    
    
    181,100
    
    
    
    248,700All Other Fees(4)
    
    
    4,000
    
    
    
    Total
    
    
    2,230,600
    
    
    
    3,179,300
 (1)
    For professional services rendered by KPMG LLP for the audit and review of the Corporations
financial statements or services that are normally provided by KPMG LLP in connection with
statutory and regulatory filings or engagements.(2)
    For assurance and related services by KPMG LLP that are reasonably related to the performance
of the audit or review of the Corporations financial statements and are not reported under
Audit Fees above, including audits of the combined financial statements for North America
Retail Operations and for VU Partnership for fiscal year 2006; subsidiary audit procedures in
Egypt, Hungary, Chile and Spain for fiscal year 2007; and compliance reports relating to
contractual debt arrangements.(3)
    For professional services rendered by KPMG LLP for tax compliance, tax advice and tax
planning with respect to Canadian, U.S. and international jurisdictions; expatriate tax
planning services; compliance services relating to exportation tax filings; review and
preparation of tax filings; tax advice relating to potential asset and business
acquisitions/combinations; and other tax planning, compliance, and transaction services.(4)
    For services provided by KPMG LLP other than the services reported under Audit Fees,
Audit-Related Fees and Tax Fees above, consisting of miscellaneous corporate reporting,
compliance and transaction services.(5)
    The above amounts exclude billings from KPMG USA to Royster-Clark which had been pre-approved
by the Royster-Clark audit committee in the amounts of: Audit Fees ($nil), Audit-Related Fees
($nil), Tax Fees ($374,700) and All Other Fees ($nil) related to 2006.
 ITEM 17  ADDITIONAL INFORMATION
   (a)
    
    When securities of the Corporation are in the course of a distribution pursuant to a short
form prospectus or a preliminary short form prospectus has been filed and respecting a
distribution of its securities:


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ITEM 17  ADDITIONAL INFORMATION (CONTINUED)
    (b)
    
    At any time, one copy of any other documents referred to in items (a) (i), (ii) and (iii)
above.
 www.agrium.com www.sedar.com www.sec.gov


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SCHEDULE 16.1
 AGRIUM INC.
 AUDIT COMMITTEE
 CHARTER
 PART I
 Establishment of Committee
 1.
    
    CommitteeThe Audit Committee (the Committee) is established by the Board of Directors primarily for
the purpose of overseeing the accounting and financial reporting processes of the
Corporation and the reviews and audits of the financial statements of the Corporation.The Audit Committee shall assist the Board of Directors in fulfilling the Boards oversight
responsibilities by monitoring, among other things:
 (a)
    
    the quality and integrity of the financial statements and related disclosure of
the Corporation;(b)
    
    compliance by the Corporation with legal and regulatory requirements that could
have a material effect upon the financial position of the Corporation and that are not
subject to the oversight of another committee of the Board;(c)
    
    the independent auditors qualifications and independence; and(d)
    
    the performance of the Corporations internal audit function and independent
auditor.
 2.
    
    Composition of CommitteeThe Committee shall consist of as many members as the Board shall determine, but in any
event not fewer than three directors, provided that each member of the Committee shall be
determined by the Board to be:
 (a)
    
    an independent director for the purposes of and pursuant to the Corporations
Corporate Governance Guidelines;(b)
    
    an unrelated and independent director as defined in and for the purposes of
any applicable governance guidelines or listing standards of any stock or securities
exchange upon which the securities of the Corporation are from time to time listed;(c)
    
    an independent director for the purposes of any applicable corporate,
securities or other legislation or any rule, regulation, instrument, policy, guideline
or interpretation under such legislation; and(d)
    
    financially literate.




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- 2 -   3.
    
    Appointment of Committee MembersThe members of the Committee shall be appointed by the Board on the recommendation of the
Corporate Governance & Nominating Committee. The members of the Committee shall be
appointed at the time of each annual meeting of Shareholders, and shall hold office until
the next annual meeting, or until they are removed by the Board or until they cease to be
directors of the Corporation.
 PART II
 Committee Procedure
 4.
    
    VacanciesWhere a vacancy occurs at any time in the membership of the Committee, it may be filled by
the Board on the recommendation of the Corporate Governance & Nominating Committee and shall
be filled by the Board if the membership of the Committee is fewer than three directors.
The Board may remove and replace any member of the Committee.5.
    
    Committee ChairThe Board shall appoint a Chair for the Committee. The Chair may be removed and replaced by
the Board.6.
    
    Absence of ChairIf the Chair is not present at any meeting of the Committee, one of the other members of the
Committee present at the meeting shall be chosen by the Committee to preside at the meeting.7.
    
    Secretary of CommitteeThe Committee shall appoint a Secretary who need not be a director of the Corporation.8.
    
    Regular MeetingsThe Chair, in consultation with the Committee members, shall determine the schedule and
frequency of the Committee meetings, provided that the Committee shall meet at least
quarterly. The Committee at any time may, and at each regularly scheduled Committee meeting
shall, meet without management present and shall meet periodically with management, the
Manager, Internal
Audit and the independent auditor. The Committee shall also meet separately with the




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- 3 - independent auditor at every regularly scheduled meeting of the Committee at which the
independent auditor is present.9.
    
    Special MeetingsThe Chair, any two members of the Committee, the Manager, Internal Audit, the independent
auditor or the Chief Executive Officer may call a special meeting of the Committee.10.
    
    QuorumThree members of the Committee, present in person or by telephone or other telecommunication
device that permits all persons participating in the meeting to speak to each other, shall
constitute a quorum.11.
    
    Notice of MeetingsNotice of the time and place of every meeting shall be given in writing or by e-mail or
facsimile communication to each member of the Committee at least 24 hours prior to the time
fixed for such meeting; provided, however, that a member may in any manner waive notice of a
meeting and attendance of a member at a meeting is a waiver of notice of the meeting, except
where a member attends a meeting for the express purpose of objecting to the transaction of
any business on the grounds that the meeting is not lawfully called.12.
    
    AgendaThe Chair shall develop and set the Committees agenda, in consultation with other members
of the Committee, the Board and management. The agenda and information concerning the
business to be conducted at each Committee meeting shall, to the extent practical, be
communicated to the members of the Committee sufficiently in advance of each meeting to
permit meaningful review.13.
    
    DelegationThe Committee shall have the power to delegate its authority and duties to subcommittees or
individual members of the Committee as it deems appropriate.14.
    
    AccessIn discharging its responsibilities, the Committee shall have full access to all books,
records, facilities and personnel of the Corporation.15.
    
    Attendance of Officers at a MeetingAt the invitation of the Chair of the Committee, one or more officers or employees of the
Corporation may, and if required by the Committee shall, attend a meeting of the Committee.16.
    
    Procedure, Records and ReportingThe Committee shall fix its own procedure at meetings, keep records of its proceedings and
report to the Board when the Committee may deem appropriate (but not later than the next
meeting of
the Board). Without limiting the foregoing, the Committee shall report to the Board any
issues




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- 4 - that arise with respect to the quality or integrity of the Corporations financial
statements, the Corporations compliance with legal or regulatory requirements within the
Committees purview, the performance and independence of the Corporations independent
auditors, or the performance of the internal audit function.17.
    
    Outside Consultants or AdvisorsThe Committee when it considers it necessary or advisable, may retain, at the Corporations
expense, outside consultants or advisors to assist or advise the Committee independently on
any matter within its mandate. The Committee shall have the sole authority to retain or
terminate such consultants or advisors, including the sole authority to approve the fees and
other retention terms for such persons.
 PART III
 Mandate of Committee
 18.
    
    Oversight in Respect of Financial Disclosure and Accounting PracticesThe Committee, to the extent required by applicable laws or rules, or otherwise considered
by the Committee to be necessary or appropriate, shall:
 (a)
    
    meet with management and the independent auditor to review and discuss, and to
recommend to the Board for approval prior to public disclosure, the audited annual
financial statements, including reviewing the specific disclosures in managements
discussion and analysis of financial condition and results of operations;(b)
    
    review, discuss with management and the independent auditor, and recommend to
the Board for approval prior to public disclosure:
 (i)
    
    the annual information form;(ii)
    
    the portions of the management proxy circular, for any annual
or special meeting of shareholders, containing significant information within
the Committees mandate;(iii)
    
    all financial statements included in prospectuses or other
offering documents;(iv)
    
    all prospectuses and all documents which may be incorporated by
reference in a prospectus, other than any pricing supplement issued pursuant to
a shelf prospectus; and(v)
    
    any significant financial information respecting the
Corporation contained in a material change report.
 (c)
    
    meet with management and the independent auditor to review and discuss, and to
approve prior to public disclosure, the unaudited quarterly financial statements,
including reviewing the specific disclosures in managements discussion and analysis of
financial condition and results of operations, and the quarterly interim reports;




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- 5 - (d)
    
    review, discuss with management and the independent auditor, and approve prior
to public disclosure:
 (i)
    
    any unaudited interim financial statements, other than
quarterly statements; and(ii)
    
    any audited financial statements, other than annual statements,
required to be prepared regarding the Corporation or its subsidiaries or
benefit plans if required to be made publicly available or filed with a
regulatory agency;
 (e)
    
    review and discuss with management and the independent auditor prior to public
disclosure:
 (i)
    
    each press release that contains significant financial
information respecting the Corporation or contains estimates or information
regarding the Corporations future financial performance or prospects;(ii)
    
    the type and presentation of information to be included in such
press releases (in particular, the use of pro forma or adjusted non-GAAP
information); and(iii)
    
    financial information and earnings guidance provided to
analysts and rating agencies;
 provided, however, that such discussion may be done generally (consisting of
discussing the types of information to be disclosed and the types of presentations
to be made) and that the Committee need not discuss in advance each instance in
which the Corporation may provide earnings guidance or presentations to rating
agencies;(f)
    
    receive and review reports from the Corporations Disclosure Committee;(g)
    
    review with management and the independent auditor major issues regarding
accounting principles and financial statement presentations, including any significant
changes in the Corporations selection or application of accounting principles, and
major issues as to the adequacy of the Corporations internal controls and any special
audit steps adopted in light of material control deficiencies;(h)
    
    based on its review with management and the independent auditor, satisfy itself
as to the adequacy of the Corporations procedures that are in place for the review of
the Corporations public disclosure of financial information that is extracted or
derived from the Corporations financial statements, and periodically assess the
adequacy of those procedures;(i)
    
    review with management and the independent auditor (including those of the
following that are contained in any report of the independent auditor): (1) any
analyses prepared by management or the independent auditor setting forth significant
financial reporting issues and judgments made in connection with the preparation of the
financial statements, including analyses of the effects of alternative GAAP methods on
the financial statements, (2) all critical accounting policies and practices to be used
by the Corporation in preparing its financial statements, (3) all material alternative
treatments of financial information within GAAP that have been discussed with
management, ramifications of the use of these alternative treatments, and the treatment
preferred by the independent




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- 6 - auditor, and (4) other material communications between the independent auditor and
management, such as any management letter or schedule of unadjusted differences;(j)
    
    review with management and the independent auditor the effect of regulatory and
accounting initiatives as well as off-balance sheet structures and transactions on the
Corporations financial statements;(k)
    
    review the plans of management, the independent auditor and the Manager,
Internal Audit regarding any significant changes in accounting practices or policies
and the financial and accounting impact thereof;(l)
    
    review with management, the independent auditor and, if necessary, legal
counsel, any litigation, claim or contingency, including tax assessments, that could
have a material effect upon the financial position of the Corporation, and the manner
in which these matters have been disclosed in the financial statements;(m)
    
    review disclosures by the Corporations Chief Executive Officer and Chief
Financial Officer during their certification process about any significant deficiencies
in the design or operation of internal controls or material weaknesses therein and any
fraud involving management or other employees who have a significant role in the
Corporations internal controls;(n)
    
    discuss with management the Corporations material financial risk exposures and
the steps management has taken to monitor and control such exposures, including the
Corporations financial risk assessment and financial risk management policies; and(o)
    
    periodically meet with management separately from the Manager, Internal Audit,
or the independent auditor to discuss matters within the Committees purview.
 19.
    
    Oversight in Respect of the Independent AuditorSubject to confirmation by the independent auditor of its compliance with Canadian and U.S.
regulatory registration requirements, the Committee shall be directly responsible (subject
to Board confirmation) for the appointment of the independent auditor for the purpose of
preparing or issuing any audit report or performing other audit, review or attest services
for the Corporation, such appointment to be confirmed by the Corporations shareholders at
each annual meeting. The Committee shall also be directly responsible (subject to Board
confirmation) for the approval of fees to be paid to the independent auditor for audit
services, and shall pre-approve the retention of the independent auditor for any permitted
non-audit service. The Committee shall also be directly responsible for the retention and
oversight of the services of the independent auditor (including resolution of disagreements
between management and the independent auditor regarding financial reporting) for the
purpose of preparing or issuing an audit report or performing other audit, review or attest
services for the Corporation. The independent auditor shall report directly to the
Committee.The Committee, to the extent required by applicable laws or rules, or otherwise considered
by the Committee to be necessary or appropriate, shall:
 (a)
    
    review at least annually the independence of the independent auditor,
including the independent auditors formal written statement of independence
delineating all




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- 7 - relationships between itself and the Corporation, review all such relationships, and
consider applicable auditor independence standards;(b)
    
    consider whether, in order to assure continuing auditor independence, there
should be regular rotation of the auditing firm itself;(c)
    
    ensure the rotation of the lead (or coordinating) audit partner having primary
responsibility for the audit and the audit partner responsible for reviewing the audit
as required by law;(d)
    
    review at least annually the independent auditors written report on its own
internal quality control procedures; any material issues raised by the most recent
internal quality control review, or peer review, of the independent auditor, or by any
inquiry or investigation by governmental or professional authorities, within the
preceding five years respecting one or more independent audits carried out by the
independent auditor, and any steps taken to deal with such issues;(e)
    
    review and evaluate the experience, qualifications and performance of the
senior members of the audit team of the independent auditor;(f)
    
    evaluate annually the performance of the independent auditor, including the
lead partner, taking into account the opinions of management and the Manager, Internal
Audit, and report to the Board on its conclusions regarding the independent auditor and
its recommendation for appointment of the independent auditor for the purpose of
preparing or issuing any report or performing other audit, review, or attest services
for the Corporation;(g)
    
    meet with the independent auditor prior to the annual audit to review the
planning and staffing of the audit;(h)
    
    review with the independent auditor the adequacy and appropriateness of the
accounting policies used in preparation of the financial statements;(i)
    
    periodically meet separately with the independent auditor to review any
problems or difficulties that the independent auditor may have encountered and
managements response, specifically:
 (i)
    
    any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to requested
information, and any significant disagreements with management; and(ii)
    
    any changes required in the planned scope of the audit; and(iii)
    
    the responsibilities, budget, and staffing of the internal
audit function;
 and report to the Board on such meetings;(j)
    
    when applicable, review the annual post-audit or management letter from the
independent auditor and managements response and follow-up in respect of any
identified weakness;




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- 8 - (k)
    
    inquire regularly of management and the independent auditor whether there have
been any significant issues between them regarding financial reporting or other matters
and how they have been resolved, and intervene in the resolution if required;(l)
    
    receive and review annually the independent auditors report on managements
evaluation of internal controls and procedures for financial reporting;(m)
    
    review the engagement reports of the independent auditor on unaudited financial
statements of the Corporation; and(n)
    
    review and approve the Corporations hiring policies regarding partners and
employees and former partners and employees of the present and former independent
auditor, (as more particularly described in Exhibit A attached hereto, as may be
amended from time to time), including those policies that may have a material impact on
the financial statements, pre-approve the hiring of any partner or employee or former
partner or employee of the independent auditor who was a member of the Corporations
audit team during the preceding three fiscal years and, in addition, pre-approve the
hiring of any partner or employee or former partner or employee of the independent
auditor (within the preceding three fiscal years) for senior positions within the
Corporation, regardless whether that person was a member of the Corporations audit
team.
 20.
    
    Oversight in Respect of Audit and Non-Audit ServicesThe Committee, to the extent required by applicable laws or rules, or otherwise considered
by the Committee to be necessary or appropriate, shall:
 (a)
    
    have the sole authority to pre-approve all audit services (which may entail
providing comfort letters in connection with securities underwritings) and all
permitted non-audit services, provided that the Committee need not approve in advance
non-audit services where:
 (i)
    
    the aggregate amount of all such non-audit services provided to
the Corporation constitutes not more than 5% of the total amount of revenues
paid by the Corporation to the independent auditor during the fiscal year in
which the non-audit services are provided; and(ii)
    
    such services were not recognized by the Corporation at the
time of the engagement to be non-audit services; and(iii)
    
    such services are promptly brought to the attention of the
Committee and approved prior to the completion of the audit by the Committee or
by one or more members of the Committee to whom authority to grant such
approvals has been delegated by the Committee;
 (b)
    
    disclose, through the Corporations periodic reports filed with applicable
regulatory agencies, the approval by the Committee of a non-audit service to be
performed by the independent auditor; and(c)
    
    if the Committee so chooses, delegate to one or more designated members of the
Committee the authority to grant pre-approvals required by this section, provided that
the




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- 9 - decision of any member to whom authority is delegated to pre-approve a service shall
be presented to the Committee at its next scheduled meeting.
 If the Committee approves an audit service within the scope of the engagement of the
independent auditor, such audit service shall be deemed to have been pre-approved for
purposes of this section.21.
    
    Oversight in Respect of the Internal Audit FunctionThe Committee, to the extent required by applicable laws or rules, or otherwise considered
by the Committee to be necessary or appropriate, shall:
 (a)
    
    review the annual audit plans of the Manager, Internal Audit;(b)
    
    review the significant findings prepared by the Manager, Internal Audit and
recommendations issued by any external party relating to internal audit issues,
together with managements response thereto;(c)
    
    monitor compliance with the Corporations conflicts-of-interest policies that
may have a material impact on the financial statements;(d)
    
    review the adequacy of the resources of the Manager, Internal Audit to ensure
the objectivity and independence of the internal audit function;(e)
    
    consult with management on managements appointment, replacement, reassignment
or dismissal of the Manager, Internal Audit;(f)
    
    periodically review executive officers expenses and aircraft usage reports;
and(g)
    
    ensure that the Manager, Internal Audit has access to the Chair, the Chair of
the Board and the Chief Executive Officer, and periodically meet separately with the
Manager, Internal Audit to review any problems or difficulties he or she may have
encountered and specifically:
 (i)
    
    any difficulties that were encountered in the course of the
audit work, including restrictions on the scope of activities or access to
required information, and any disagreements with management;(ii)
    
    any changes required in the planned scope of the internal
audit; and(iii)
    
    the internal audit functions responsibilities, budget and
staffing; and report to the Board on such meetings.
 22.
    
    Oversight in Respect of Legal and Regulatory ComplianceThe Committee, to the extent required by applicable laws or rules, or otherwise considered
by the Committee to be necessary or appropriate, shall:




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- 10 - 
 (a)
    
    review with the General Counsel the Corporations compliance policies, legal
matters, and any reports or inquiries received from regulators or governmental
agencies that could have a material effect upon the financial position of the
Corporation and that are not subject to the oversight of another committee of the
Board;(b)
    
    establish procedures for (i) the receipt, retention and treatment of complaints
received by the Corporation regarding accounting, internal accounting controls or
auditing matters and (ii) the confidential, anonymous submissions by employees of the
Corporation of concerns regarding questionable accounting or auditing matters; and(c)
    
    periodically review the Corporations public disclosure policy.
 23.
    
    Limitations on Oversight FunctionWhile the Committee has the responsibilities and powers set forth in this Charter, it is not
the duty of the Committee to plan or conduct audits or to determine that the Corporations
financial statements are complete and accurate or are in accordance with GAAP. These are
the responsibilities of management and the independent auditor. The Committee, its Chair,
and any of its members who have accounting or related financial management experience or
expertise are members of the Board of the Corporation appointed to the Committee to provide
broad oversight of the financial risk and control related activities of the Corporation, and
are specifically not accountable nor responsible for the day-to-day operation or performance
of such activities. A member or members having accounting or related financial management
experience or expertise, or being designated as an audit committee financial expert, does
not impose a higher degree of individual responsibility or obligation on such member.
Rather, the role of any such members, like the role of all Committee members, is to oversee
the accounting and financial reporting processes and not to certify or guarantee the
accuracy or completeness of the internal or external audit of the Corporations financial
information or public disclosure.24.
    
    Funding for Audit and Oversight FunctionsThe Committee shall have the sole authority to determine (subject to Board confirmation as
required), and to require the Corporation to fund, (a) appropriate compensation to the
independent auditor engaged for the purpose of preparing or issuing an audit report or
performing other audit, review, or attest services; (b) appropriate compensation to any
advisors to the Committee; and (c) administrative expenses necessary or appropriate to
carrying out the Committees duties.25.
    
    Annual EvaluationThe Committees performance shall be evaluated annually, in accordance with a process
developed by the Corporate Governance & Nominating Committee and approved by the Board, and
the results of that evaluation shall be reported to the Corporate Governance & Nominating
Committee and to the Board.26.
    
    Review of Committees CharterThe Committee shall assess the adequacy of this Charter on an annual basis and recommend any
changes to the Board.




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- 11 - 27.
    
    Non-Exhaustive ListThe foregoing list of duties is not exhaustive, and the Committee may, in addition, perform
such other functions as may be necessary or appropriate for the performance of its oversight
responsibilities.




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EXHIBIT A
 Hiring Policies regarding Partners and Employees of the Independent Auditor and Certain
of Their Family Members
  (a)
    
    the hiring, for any position within the Corporation, of anyone who has served
as a partner or employee of the independent auditor and who was a member of the
Corporations audit team during any of the preceding three fiscal years; or(b)
    
    the hiring, for a senior position within the Corporation (including any
accounting or financial reporting oversight role), of anyone who (i) has served as a
partner or employee of the independent auditor during any of the preceding three fiscal
years, regardless whether that person was a member of the Corporations audit team, or
(ii) has served as a partner or employee of the independent auditor and (A) continues
to influence the independent auditors operations or financial policies, (B) has
capital balances in the independent auditor, or (C) has financial arrangements with the
independent auditor other than a fully funded retirement plan providing the regular
payment of fixed sums; or(c)
    
    the hiring, for any accounting or financial reporting oversight role within the
Corporation, of the spouse or spousal equivalent, parent, dependent, nondependent
child, or sibling of anyone who, during any of the preceding three fiscal years, has
served as a partner or employee of the independent auditor and who (i) was a member of
the Corporations audit team, (ii) supervised or had direct management responsibility
for the audit (including at all successively senior levels through the independent
auditors chief executive), (iii) evaluated the performance or recommended the
compensation of the audit engagement partner, (iv) provided quality control or other
oversight of the audit, (v) provided 10 or more hours of non-audit services to the
Corporation (or expects so to provide), or (vi) served in the office of the independent
auditor in which the lead audit engagement partner primarily practiced in connection
with the audit.