##### Table of Contents



EXHIBIT 99.1
 AGRIUM INC.
 ANNUAL INFORMATION FORM
 Year Ended December 31, 2009
 February 25, 2010




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##### Table of Contents



TABLE OF
    CONTENTS  Form 51-102F2
   
 Page ReferenceIncorporated byIncorporated by


Reference fromReference from


the 2009the 2009


ConsolidatedAnnual


Managements


FinancialInformation


Discussion &


Statements andForm


Analysis


Notes theretoItem 1 Table of Contents


2-3Item 2 Forward-looking Information


4Item 3 Corporate Structure


4-53.1 Name, Address and Incorporation


43.2 Intercorporate Relationships


5Item 4 General Development of the
    Business


5-84.1 Three Year History


5Item 5 Description of the Business


8-265.1 Business of Agrium


8a. Summary


8i. Products, Services and Markets


8


19-25, 27-43, 45-49ii. Transportation, Storage and
    Distribution


10iii. Selected Financial Information


11





Note 27b. Production Methods


11c. Competitive Position


12d. New Products


12e. Sources of Raw Materials


12


31-42f. Intangible Properties


13g. Seasonality


16h. Environmental Protection Requirements


16i. Environmental Practices and Policies


19j. Employees


205.2 Risk Factors


20


81-885.3 Mineral Projects


20a) Vanscoy Potash Operations


20i Project Description and Location


21ii Accessibility, Climate, Local Resources,
    Infrastructure and Physiography


21iii History


22iv Geological Setting


22v Exploration


23vi Mineralization


23vii Drilling


23viii Sampling and Analysis


24 2




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##### Table of Contents



Page ReferenceIncorporated byIncorporated by


Reference fromReference from


the 2009the 2009


ConsolidatedAnnual


Managements


FinancialInformation


Discussion &


Statements andForm


Analysis


Notes theretoix Security of Samples


25x Mineral Resource and Mineral Reserve
    Estimates


25xi Mining Operations


25xii Exploration and Development


26Item 6 Dividends


26-27Item 7 Description of Capital Structure


27-287.1 General Description of Capital
    Structure


27


687.2 Constraints


277.3 Credit Ratings


27Item 8  Market for Securities


28-298.1 Trading Price and Volume


288.2 Prior Sales


29Item 9  Escrowed Securities and
    Securities Subject to Contractual Restriction On Transfer


29Item 10 Directors and Officers


29-3210.1 Name, Occupation and Security
    Holding


2910.2 Cease Trade Orders, Bankruptcies,
    Penalties or Sanctions


3110.3 Conflicts of Interest


32Item 11  Promoters


32Item 12 Legal Proceedings and
    Regulatory Actions


32Item 13 Interest of Management and
    Others in Material Transactions


32Item 14 Transfer Agent, Registrar and
    Trustees


32Item 15 Interests of Experts


3315.1 Names of Experts


3315.2 Interests of Experts


33Item 16 Audit Committee


33-3516.1 Audit Committee Charter


3316.2 Composition of the Audit Committee


3316.3 Relevant Education and Experience of
    Members of the Audit Committee


3316.4 Pre-Approval Policies and Procedures


3516.5 External Auditor Service Fees (by
    category)


35Item 17 Additional Information


36Audit Committee Charter


37-46   3




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##### Table of Contents



ITEM 2 
    FORWARD-LOOKING INFORMATION   ITEM 3 
    CORPORATE STRUCTURE   3.1 NAME,
    ADDRESS AND INCORPORATION   4




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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
%Profertil S.A.

Argentina


50
%     
    Agriums Retail Business Unit, with net sales of
    $6.2-billion in 2009, operates in North and South America,
    providing crop inputs and services directly to farmers.
    Agriums 2008 acquisition of a 100 percent interest in
    UAP Holding Corp. (UAP), one of the largest
    distributors of agricultural and non-crop products in North
    America, significantly increased the number of Retails
    distribution centers.
    Agriums Wholesale Business Unit, with net sales of
    $3.0-billion in 2009, 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. Agriums 2008 acquisition of a
    70 percent interest in Common Market Fertilizers S.A.
    (CMF) expanded Wholesales distribution
    capability internationally.
    Agriums Advanced Technologies Business Unit, with net
    sales of $304-million in 2009, produces and markets
    technologically advanced fertilizers and micronutrients for sale
    to the broad-based agriculture, specialty agriculture,
    professional turf and ornamental markets worldwide.  ITEM 4 
    GENERAL DEVELOPMENT OF THE BUSINESS
 4.1 THREE
    YEAR HISTORY  2007
        ®
 5




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Acquisitions &
    Investments
      Incremental
    Expansion
      25-month
  2008-Acquisitions
  2008
     6




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##### Table of Contents



Acquisitions &
    Investments
      Incremental
    Expansion
  Smart ® ®
    2009
    purchase-for-resale
 7




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##### Table of Contents



Acquisitions & Investments
   Incremental Expansion
     ®
  25-month
 ITEM 5 
    DESCRIPTION OF THE BUSINESS 5.1 BUSINESS
    OF AGRIUM    a)
    SUMMARY  i)
    Products,
    Services and Markets   8




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##### Table of Contents



www.agrium.com www.sedar.com www.sec.gov
  Retail
            Wholesale
     9




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##### Table of Contents



Advanced
    Technologies
  ® ®
      ii)
    Transportation,
    Storage and Distribution   10




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##### Table of Contents



iii)
    Selected
    Financial Information  www.agrium.com www.sedar.com www.sec.gov
  b)
    PRODUCTION
    METHODS    Nitrogen-based
    fertilizers
          Potash
    Phosphate
    Sulphate
    Fertilizer
    Technologies and Professional Products
   11




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c)
    COMPETITIVE
    POSITION            d)
    NEW
    PRODUCTS  tm tm tm
  e)
    SOURCES
    OF RAW MATERIALS  www.agrium.com www.sedar.com www.sec.gov
 12




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##### Table of Contents



f)
    INTANGIBLE
    PROPERTIES    Trademark


CountriesA®

    DESIGN


Argentina, Canada, United StatesAGRIUM®


Argentina, Australia, Belize, Brazil, Canada, Chile, Columbia,
    Costa Rica, El Salvador, France, Great Britain, Guatemala,
    Honduras, Indonesia, Mexico, New Zealand, Panama, Philippines,
    Peru, Singapore, Thailand, United States, Venezuela, VietnamAGRIUM®

    and DESIGN


Argentina, Australia, Belize, Brazil, Canada, Chile, Columbia,
    Costa Rica, Egypt, El Salvador, France, Great Britain,
    Guatemala, Honduras, Indonesia, Mexico, New Zealand, Panama,
    Philippines, Peru, Singapore, Thailand, United States,
    Venezuela, VietnamAGRIUMtm


Bulgaria, China P.R., Czech, Estonia, European Community (CTM),
    India, Ireland, Italy, Greece, Hungary, Latvia, Lithuania,
    Malaysia, Nicaragua, Portugal, Slovak, Slovenia, Romania, TurkeyAGRIUMtm

and DESIGN


Bulgaria, China P.R., Czech, Estonia, European Community (CTM),
    India, Ireland, Italy, Greece, Hungary, Latvia, Lithuania,
    Malaysia, Nicaragua, Portugal, Slovak, Slovenia, Romania, TurkeyAGRIUM ADVANCED
    TECHNOLOGIES®


Australia, Benelux, Canada, Costa Rica, Chile, France, Germany,
    Great Britain, Japan, Korea, Malaysia, Mexico, New Zealand,
    Taiwan, ThailandAGRIUM ADVANCED
    TECHNOLOGIES®

    and DESIGN


Australia, Benelux, Canada, Costa Rica, Chile, France, Germany,
    Great Britain, Japan, Korea, Mexico, New Zealand, Singapore,
    Taiwan, ThailandAGRIUM ADVANCED
TECHNOLOGIEStm


Argentina, Brazil, China P.R., Ireland, Italy, Philippines,
    Singapore, United StatesAGRIUM ADVANCED
TECHNOLOGIEStm

and DESIGN


Argentina, Brazil, China P.R., Ireland, Italy, Malaysia,
    Philippines, United StatesBLACK
    LABEL®


United StatesCHOICE®


United States, Brazil, Chile, Costa Rica, Ecuador, El Salvador,
    Guatemala, Honduras, Mexico, Nicaragua, Peru, South AfricaCROP PRODUCTION
SERVICES AND
DESIGNtm


United StatesDURATION
    CR®


Canada, European Community (CTM), Japan, Malaysia,
    United StatesDURATION
    CR®

    and DESIGN


Argentina, Australia, Benelux, Canada, Chile, European Community
    (CTM), Germany, Great Britain, Japan, Malaysia, Mexico, Taiwan,
    South Korea, Thailand, United StatesDURATION
CRtm


China P.R.DURATION
CRtm

and DESIGN


China P.R., PhilippinesDURATION®


Argentina, Australia, Chile, Benelux, Canada, European Community
    (CTM), Germany, Japan, Malaysia, New Zealand, South Korea,
    Taiwan, Thailand, United StatesDURATIONtm


China P.R., Philippines   13




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Trademark


CountriesESN and
    DESIGN®


Argentina, Australia, Canada, Malaysia, Mexico,
    New Zealand, United States, JapanESN and
DESIGNtm


China P.R., European Community (CTM)ESN®


Australia, Argentina, Canada, Malaysia, Mexico,
    New Zealand, United States, JapanESNtm


China P.R., European Community (CTM)HELIOS®


United StatesLI
    700®


United States, Argentina, Australia, Benelux, Bolivia, Brazil,
    Columbia, Canada, Costa Rica, Denmark, Dominican Republic,
    Ecuador, El Salvador, European Community (CTM), France,
    Guatemala, Ireland, Israel, Mexico, New Zealand, Nicaragua,
    Norway, Panama, Paraguay, Peru, Poland, South Africa, Spain,
    Switzerland, Taiwan, United Arab Emirates, UruguayLOVELAND INDUSTRIES and
    DESIGN®


United States, Argentina, Bolivia, Brazil, Columbia, Costa Rica,
    Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras,
    Nicaragua, Paraguay, Uruguay, VenezuelaMAKAZE®


United StatesMAKAZEtm


CanadaN-PACT®


United StatesN-PACTtm


CanadaNITROFORM®


Australia, Benelux, Canada, Denmark, Finland, France, Greece,
    Ireland, Japan, Malaysia, New Zealand, Norway, South Africa,
    Sweden, Switzerland, Thailand, United StatesNU-GRO®

    and DESIGN


CanadaPLATTE
    CHEMICAL®


Argentina, Bolivia, Columbia, Costa Rica, Dominican Republic,
    Ecuador, El Salvador, European Community (CTM), Guatemala,
    Mexico, Nicaragua, Panama, Paraguay, United Kingdom, Uruguay,
    VenezuelaPOLYON®


Australia, Canada, Chile, European Community (CTM), Japan,
    Mexico, Great Britain, Korea, United States, SingaporePOLYONtm


China P.R., MalaysiaRAINBOW®


Canada, United StatesRISER®


United States, CanadaSALVO®


United States, CanadaUNITED AGRI PRODUCTS and
    DESIGN®


United States, Canada, El Salvador, Panama, UruguayULTRAYIELD
    DESIGN®


Canada, United StatesWESTERN FARM
    SERVICE®

    and DESIGN


United StatesXCU®


Canada, Japan, Mexico, New Zealand, KoreaXCU®

    DESIGN


Canada, United StatesXCUtm


China P.R., Malaysia, United States  14




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Title


Patent Number


CoverageMachine System and Process for Producing Attrition Resistant
    Slow Release Fertilizer


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
    (licensed)


US 5 538 531


U.S., CanadaMachine System and Process for Producing (Cont II) (Continuation
    of Polyon 292 patent)


US 5 858 094


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


Canada, U.S.Process for Producing Improved Sulfur-Coated Urea Slow Release
    Fertilizers


US 5 599 374


Australia, Canada, China, Europe, Japan, Mexico, New Zealand,
    U.S.Controlled-Release Pesticidal Composition and Method of Making


US 6 682 751


U.S.Lecithin-Containing Drift Reduction Composition For Use in
    Spraying Agricultural Acreage


US 6 797 673


U.S.Neutral Metal Alkanoate Micronutrient Solutions and Method of
    Manufacturing Same


US 5 681 366


Australia, Brazil, Canada, EP, U.S.Sprout Inhibition Compositions Comprising Chlorpropham and
    Substituted Naphthalenes and Methods of Using Same


US 5 622 912


Australia, Brazil, Canada, EP, Germany, Hungary, New Zealand,
    Poland, South Africa, Spain, Turkey, U.S.Method of Controlling Sprout Formation in Potatoes by Selective
    Application of Chlorpropham, Carvone, Benzothiazole and Ethylene


US 5 811 372


Australia, Canada, EP, Germany, New Zealand, U.S.Neutral Metal Alkanoate Micronutrient Solutions and Method of
    Manufacturing Same


US 5 759 226


Australia, Brazil, Canada, EP, U.S.Seed Treatment Method


US 6 386 126


U.S.Seed Treatment Method


US 6 591 767


U.S.Process for Non catalytic Nox Abatement


US 5 399 326


U.S.Process for Nox Abatement (U.S.)


US 5 262 138


U.S.  15




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g)
    SEASONALITY  quarter-to-quarter
  h)
    ENVIRONMENTAL
    PROTECTION REQUIREMENTS          Contingent
    Environmental Liabilities
  United
    States Environmental Protection Agency Phosphate Industry
    Initiative
    Right-to-Know
 16




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Legacy
    Environmental Remediation Activities: Idaho Mining
    Properties
      Legacy
    Environmental Remediation Activities: Manitoba Mining
    Properties
    2008-2009,
   17




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Climate
    Change and Greenhouse Gas Issues
    2 2003-2005 2
  2 2
      cap-and-trade
   18




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
    We track our annual air emissions and have proactively
    undertaken projects designed to improve plant energy
    efficiencies and reduce emissions; and,
    We have taken, and will continue to take, a leadership role in
    the fertilizer industrys negotiations with governments on
    fair and equitable air emission reduction targets and a
    pragmatic and realistic compliance system that preserves the
    global competitiveness of the industry.  2
  2 2
  2 2 2
  Quantification
    of Costs of Environmental Protection Requirements
  $106-million
  i)
    ENVIRONMENTAL
    PRACTICES AND POLICIES     19




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day-to-day
  j)
    EMPLOYEES    Business Unit


Number of
    EmployeesRetail






8,012Wholesale






2,378Advanced Technologies






428Corporate






335Total



11,153      5.2 RISK
    FACTORS  www.agrium.com www.sedar.com www.sec.gov
 5.3 MINERAL
    PROJECTS a)  Vanscoy Potash Operations  43-101  43-101),
 20




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i)
    Project
    Description and Location                  ii)
    Accessibility,
    Climate, Local Resources, Infrastructure and
    Physiography       21




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iii)
    History            iv)
    Geological
    Setting         22




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##### Table of Contents



v)
    Exploration          vi)
    Mineralization      vii)
    Drilling  Original CM&S Drill Holes
  23




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##### Table of Contents



Recent VPO Drill Holes
       North Expansion Wildcat Drill Holes
 16-6 13-22 13-1.
  viii)
    Sampling
    and Analysis           24




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ix)
    Security
    of Samples    x)
    Mineral
    Resource and Mineral Reserve Estimates    VPO
    Mineral Reserve & Resource Summary as of
    August 31, 2009
  MineralReserves -



Measured



Indicated



InferredGrade







Proven and



Mineral



Mineral



MineralEST. %







Probable



Resources



Resources



ResourcesK20



%



(Mlllions of



(Millions of



(Millions of



(Millions ofAREA


(Total)



Insols



Tonnes) (a)



Tonnes)



Tonnes)



Tonnes)Unitized Area



24.4




4.7




70.0




0.0




0.0




0.0South Block



24.9




4.8




54.1




77.1




35.9




125.1
(b)North Expansion Block



24.4
(c)



4.7
(c)



0.0




0.0




0.0




75.5TOTAL













124.1




77.1




35.9




200.6  (a)
    
    Proven and Probable Mineral
    Reserves are combined in this report as probable reserves move
    to proven reserves at a significant rate as mining progresses
    and proven estimates would be soon outdated. Mineral Resources
    are reported exclusive of Mineral Reserves.(b)
    
    Due to the continuity of the
    deposit, it is appropriate to apply the South Block average
    grade to the South Block Inferred Resources.(c)
    
    Grades applied from 40 year
    historical averages.    xi)
    Mining
    Operations    Production Forecast
   Markets
   Contracts
   Environmental Considerations
  25




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Taxes
   Mine Life
   Payback
   xii)
    Exploration
    and Development    and/or
 ITEM 6 
    DIVIDENDS      Dividends per Share Paid or PayableCommon Shares2007


$0.112008


$0.112009


$0.11  ITEM 7 
    DESCRIPTION OF CAPITAL STRUCTURE 7.1
    GENERAL DESCRIPTION OF CAPITAL STRUCTURE   26




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www.agrium.com www.sedar.com www.sec.gov
 7.2
    CONSTRAINTS   7.3
    CREDIT RATINGS          DBRS Limited


Moodys Investors
    Service


Standard &
    PoorsSenior Unsecured Notes
    and Debentures


BBB


Baa2


BBBRatings Outlook


Under Review


Under Review  Negative Watch


Stable     DBRS
    Limited (DBRS)
      Moodys
    Investors Services (Moodys)
   27




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Standard &
    Poors (S&P)
     ITEM 8 
    MARKET FOR SECURITIES 8.1
    TRADING PRICE AND VOLUME      Month


High Price



Low Price



Closing Price



Volume(2009)


($Canadian)



($Canadian)



($Canadian)



(in 000s)January



45.98




36.53




41.08




25,260February



51.83




40.13




44.17




30,257March



49.00




38.20




45.69




30,084April



53.37




44.50




51.20




21,194May



61.30




50.28




53.31




25,121June



56.49




44.81




46.45




26,178July



50.09




41.00




49.51




21,782August



54.16




50.10




52.35




15,415September



57.80




50.44




53.52




17,930October



60.00




50.07




50.34




19,461November



61.84




50.21




58.74




16,653December



68.47




58.96




65.42




18,380  28




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Month


High Price



Low Price



Closing Price



Volume(2009)


($U.S.)



($U.S.)



($U.S.)



(in 000s)January



38.85




29.00




33.47




80,990February



41.59




32.35




34.78




102,386March



40.07




29.58




35.79




87,056April



44.66




35.03




43.02




56,137May



53.70




43.45




49.22




90,789June



51.16




38.86




39.89




92,953July



46.50




35.27




46.19




72,378August



50.00




45.16




47.71




51,408September



54.43




45.48




49.79




48,324October



57.63




45.98




46.95




53,317November



58.58




46.50




55.86




52,881December



65.26




56.51




61.50




54,310  8.2
    PRIOR SALES   ITEM 9 
    ESCROWED SECURITIES AND SECURITIES
    SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER   29




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ITEM 10 
    DIRECTORS AND OFFICERS 10.1
    NAME, OCCUPATION AND SECURITY HOLDING    Directors








Prior principal occupation(Name and Municipality of


Director


Present principal occupation or


or employment within theResidence)


Since


employment


preceding five yearsFrank W. Proto
    (1)(4)Regina, Saskatchewan, Canada


1993


Corporate Director. Board Chair of Agrium Inc. (part-time basis)


Corporate DirectorRalph S. Cunningham
    (1)(3)

    Houston, Texas, U.S.


1996


President and Chief Executive Officer of EPE Holdings, LLC, the
    general partner of Enterprise GP Holdings L.P.


Interim President and Chief Executive Officer, Enterprise
    Products GP, LLC; Group Executive Vice President and Chief
    Operating Officer, Enterprise Products GP, LLC; Board Chair,
    Texas Eastern Products Pipeline Company, LLC; Corporate DirectorGermaine Gibara
    (2)(3)
    Montreal, Quebec, Canada


2004


Corporate Director. President, Avvio Management Inc.


Same as presentRussell K. Girling
    (1)(3)
    Calgary, Alberta, Canada


2006


Chief Operating Officer of TransCanada Corporation, President,
    Pipelines of TransCanada Corporation, and Chairman and Chief
    Executive Officer of TC Pipelines GP, Inc.


Executive Vice President, Corporate Development and Chief
    Financial Officer, TransCanada Pipelines LimitedSusan A. Henry
    (2)(4)Ithaca, New York, U.S.


2001


Dean of the College of Agriculture and Life Sciences and
    Professor at Cornell University, Ithaca, New York


Same as presentRussell J. Horner
    (1)(2)(4)
    West Vancouver, British Columbia, Canada


2004


Corporate Director


President and Chief Executive Officer, Catalyst Paper
    Corporation; Corporate DirectorA. Anne
    McLellan, P.C.(3)(4)

    Edmonton, Alberta, Canada


2006


Corporate Director


Member of Parliament, Edmonton Centre; Deputy Prime Minister of
    Canada; Corporate DirectorDerek G.
    Pannell(2)(3)(4)Bathurst, New Brunswick, Canada


2008


Managing Partner, Brookfield Asset Management, Inc. (part-time
    basis)


President and Chief Executive Officer, Noranda/Falconbridge;
    Corporate DirectorMichael M. Wilson 
    Bragg Creek, Alberta, Canada


2003


President & Chief Executive Officer of Agrium
    Inc.


Same as presentVictor J. Zaleschuk, CA
    (1)(2)

    Calgary, Alberta, Canada


2002


Corporate Director


Corporate Director  (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 & Security Committee 30




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Executive
    Officers
  Executive Officers (Name and


Present position with the Corporation and


Prior principal occupation or employmentMunicipality of Residence)


Principal Occupation


within the preceding five yearsMichael M. Wilson
    Bragg Creek, Alberta, Canada


President & Chief Executive Officer


N/AGary J. Daniel
    Calgary, Alberta, Canada


Corporate Secretary & Senior Legal Counsel


Assistant Corporate Secretary & Senior Legal Counsel,
    AgriumStephen G. Dyer
    Clovis, California, U.S.


Vice President, Retail West Region, Agrium; Manager, Western
    Retail Crop Production Services, Inc. (a wholly owned subsidiary
    of the Corporation)


Vice President, Manufacturing; Director, Business Development;
    Director, Strategic Development; Manager, Transportation, AgriumPatrick J. Freeman
    Calgary, Alberta, Canada


Vice President & Treasurer


N/ARichard L. Gearheard
    Fort Collins, Colorado, U.S.


Senior Vice President, and President, Retail Business Unit


N/AJames M. Grossett
    Bragg Creek, Alberta, Canada


Senior Vice President, Human Resources


N/AKevin R. Helash
    High River, Alberta, Canada


Vice President, Marketing & Distribution


Senior Director, NAW Sales, AgriumAngela S. Lekatsas
    Calgary, Alberta, Canada


Vice President, Corporate Controller & Chief Risk Officer


Controller; Manager, Corporate Reporting, AgriumChuck V. Magro
    Calgary, Alberta, Canada


Vice President, Manufacturing


Vice President, Feedstocks, Nova Chemicals Corporation; Vice
    President, Investor Relations, Nova Chemicals Corporation;
    Director of Polyethylene, Nova Chemicals CorporationAndrew K. Mittag
    Calgary, Alberta, Canada


Senior Vice President, and President, Agrium Advanced
    Technologies Business Unit


Senior Vice President, Corporate Development &
    Strategy, Agrium; President & Chief Financial Officer,
    Rockland Capital Partners, LLC (private advisory firm)Leslie A. ODonoghue
    Calgary, Alberta, Canada


Chief Legal Officer & Senior Vice President, Business
    Development


Senior Vice President, General Counsel & Corporate
    Secretary, AgriumJoni R. Paulus
    Calgary, Alberta, Canada


General Counsel


Lawyer in private practiceChristopher W. Tworek
    Calgary, Alberta, Canada


Vice President, Special Projects


Vice President, Supply Management, AgriumThomas E. Warner
    Rio, Illinois, U.S.


Vice President, Retail East Region, Agrium; President of Crop
    Production Services, Inc.


Vice President of Crop Production Services, Inc.Bruce G. Waterman
    Calgary, Alberta, Canada


Senior Vice President, Finance & Chief Financial Officer


N/ARon A. Wilkinson
    Calgary, Alberta, Canada


Senior Vice President, and President, Wholesale Business Unit


Senior Vice President, North America Wholesale, Agrium    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. 31




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
    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.    
    is, as at February 25, 2010, or has been within the ten
    years prior to February 25, 2010, 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 25, 2010, 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   32




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ITEM 14 
    TRANSFER AGENT, REGISTRAR, AND TRUSTEES  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


The Bank of New York MellonP.O. Box 7010


Bondholder RelationsAdelaide Street Postal Station


111 Sanders Creek ParkwayToronto, Ontario, Canada, M5C 2W9


East Syracuse, NY 13057   ITEM 15 
    INTEREST OF EXPERTS 15.1
    NAMES OF EXPERTS    43-101
 15.2
    INTERESTS OF EXPERTS      ITEM 16 
    AUDIT COMMITTEE
 16.1
    AUDIT COMMITTEE CHARTER   16.2
    COMPOSITION OF THE AUDIT COMMITTEE   33




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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)
        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.
     (December 12, 1996)Other Public Directorships    Cenovus Energy Inc., an
     energy company (TSX, NYSE)
        LE GP, LLC, the general
     partner of Energy Transfer
     Equity, L.P., a publicly
     traded midstream energy
     partnership (NYSE)*
        DEP Holdings, LLC, the
     general partner of Duncan
     Energy Partners L.P., a
     publicly traded midstream
     energy services partnership
     (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)


Dr. Cunningham is President and Chief Executive Officer of EPE Holdings, LLC, the general partner of Enterprise GP Holdings L.P. 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 a former director of EnCana Corporation (an energy company), 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). *Energy Transfer Equity, L.P., Duncan Energy Partners L.P., Enterprise GP Holdings L.P., and Enterprise Products Partners L.P. are affiliated with each other.1 1For the purpose of our Corporate Governance Guidelines, we consider the Boards of the affiliated companies upon which Dr. Cunningham sits as a member to be a group of related public entities to be counted as one Board membership, and our Board has affirmatively determined that such simultaneous service on this related group of companies does not impair Dr. Cunninghams ability to serve on our Board.
   34




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##### Table of Contents



Name


Principal Occupation and Full
    Biography(Director Since)Mr. 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 Chief Operating Officer of TransCanada
    Corporation, President, Pipelines of TransCanada Corporation (a
    diversified energy and pipeline company), and Board Chair 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 was also a director of First Calgary
    Petroleums Ltd. (an oil and gas company) from April 2008 to
    December 2008, when it was sold and ceased trading as a public
    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).  35




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16.4
    PRE-APPROVAL POLICIES AND PROCEDURES   16.5
    EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)    Category


Year Ended December 312009



2008$



$Audit
    Fees(1)



2,675,000




2,952,300Audit-Related
    Fees(2)



635,050




315,800Tax
    Fees(3)



251,532




325,040All Other
    Fees(4)



NIL




NILTotal



3,561,582




3,593,140  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 subsidiary audit procedures in Egypt, Hungary,
    Chile and Spain for fiscal year 2009; 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. ITEM 17 
    ADDITIONAL INFORMATION    www.agrium.com www.sedar.com www.sec.gov
 36




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SCHEDULE 16.1
  AGRIUM
    INC.
 AUDIT
    COMMITTEE  CHARTER
  PART I
  Establishment
    of Committee
  1.
    Committee      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; andd)
    the performance of the Corporations internal audit
    function and independent auditor.  2.
    Composition
    of Committee    a)
    an independent director for the purposes of and pursuant to the
    Corporations Corporate Governance Guidelines;b)
    an 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; andd)
    financially literate.      3.
    Appointment
    of Committee Members   37




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PART II
  Committee
    Procedure
  4.
    Vacancies    5.
    Committee
    Chair    6.
    Absence
    of Chair    7.
    Secretary
    of Committee    8.
    Regular
    Meetings    9.
    Special
    Meetings    10.
    Quorum    11.
    Notice
    of Meetings  e-mail
 38




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12.
    Agenda    13.
    Delegation    14.
    Access    15.
    Attendance
    of Officers at a Meeting    16.
    Procedure,
    Records and Reporting    17.
    Outside
    Consultants or Advisors    PART III
  Mandate
    of Committee
  18.
    Oversight
    in Respect of Financial Disclosure and Accounting
    Practices    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; 39




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(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;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;    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 auditor, and (4) other material communications
    between the independent auditor and management, such as any
    management letter or schedule of unadjusted differences; 40




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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; ando)
    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 Auditor      a)
    review at least annually the independence of the independent
    auditor, including the independent auditors formal written
    statement of independence delineating all 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; 41




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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;  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; andn)
    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. 42




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20.
    Oversight
    in Respect of Audit and Non-Audit Services    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 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.    21.
    Oversight
    in Respect of the Internal Audit Function    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, the Chief Executive Officer, and the
    Chief Financial 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. 43




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22.
    Oversight
    in Respect of Legal and Regulatory Compliance    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 Function  day-to-day
  24.
    Funding
    for Audit and Oversight Functions    25.
    Committee
    Evaluation    26.
    Review
    of Committees Charter    27.
    Non-Exhaustive
    List   44




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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.     45