##### Table of Contents



EXHIBIT
    99.1
               AGRIUM
    INC.
              ANNUAL
    INFORMATION FORM



Year
    Ended December 31, 2008















February 25,
    2009




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TABLE OF
    CONTENTS



Following is a table of contents of the Annual Information Form
    (AIF) referencing the applicable requirements of
    Form 51-102F2
    of the Canadian Securities Administrators. Certain portions of
    this AIF are disclosed in Agrium Inc.s Managements
    Discussion & Analysis (MD&A) and
    Consolidated Financial Statements for the year ended
    December 31, 2008 and are incorporated herein by reference
    as noted below. Page ReferenceIncorporated byIncorporated by


Reference fromReference from


the 2008the 2008


ConsolidatedAnnual


Managements


FinancialInformation


Discussion &


Statements andForm


Analysis


Notes theretoItem 1 Cover Page


1Item 2 Table of Contents


2-3Item 3 Corporate Structure


43.1 Name, Address and Incorporation


43.2 Inter-corporate Relationships


4Item 4 General Development of the
    Business


4-84.1 Three Year History


44.2 Proposed Transactions


8Item 5 Description of the Business


8-205.1 Business of Agrium


8a.  Summary


9i.     Products,
    Services and Markets


9



19-29, 31-49, 51-57ii.   Transportation, Storage and
    Distribution


10iii.  Selected Financial Information


11







Note 28b. Production Methods


11c. Competitive Position


12d. New Products


12e. Sources of Raw Materials


12



38-48f. Intangible Properties


13g. Seasonality


16h. Environmental Protection Requirements


16i. Environmental Practices and Policies


19j. Employees


205.2 Risk Factors


20



85-90Item 6 Dividends


20Item 7 Description of Capital
    Structure


21-227.1 General Description of Capital
    Structure


21



757.2 Constraints


217.3 Credit Ratings


21 2




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TABLE OF
    CONTENTS
  Page ReferenceIncorporated byIncorporated by


Reference fromReference from


the 2008the 2008


ConsolidatedAnnual


Managements


FinancialInformation


Discussion &


Statements andForm


Analysis


Notes theretoItem 8 Market for Securities


22-238.1 Trading Price and Volume


228.2 Prior Sales


23Item 9  Escrowed Securities and
    Securities
    Subject to Contractual Restriction on
    Transfer


23Item 10 Directors and Officers


24-2610.1 Name, Occupation and Security
    Holding


2410.2 Cease Trade Orders, Bankruptcies,
    Penalties or Sanctions


2610.3 Conflicts of Interest


26Item 11 Promoters


26Item 12 Legal Proceedings and
    Regulatory Actions


26-27Item 13 Interest of Management and
    Others in
    Material Transactions


27Item 14 Transfer Agent, Registrar and
    Trustees


27Item 15 Interests of Experts15.1 Names of Experts


2715.2 Interests of Experts


27Item 16 Audit Committee


27-3016.1 Audit Committee Charter


2716.2 Composition of the Audit
    Committee


2716.3 Relevant Education and
    Experience of Members of
    the Audit Committee


2816.4 Pre-Approval Policies and
    Procedures


3016.5 External Auditor Service Fees
    (by category)


30Item 17 Additional Information


30-31   3




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ITEM 3 
    CORPORATE STRUCTURE   3.1  NAME,
    ADDRESS AND INCORPORATION   3.2  INTERCORPORATE
    RELATIONSHIPS(as
    at February 25, 2009) 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
    $5.5-billion in 2008, operates in North and South America,
    providing crop inputs and services directly to farmers.
    Agriums 2008 acquisition of 100 percent interest in
    UAP Holding Corp. (UAP), one of the largest
    distributors of agricultural and non-crop products in North
    America, significantly increased Retails distribution
    centers.
    Agriums Wholesale Business Unit, with net sales of
    $4.7-billion in 2008, 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) expands Wholesales distribution
    capability globally.
    Agriums Advanced Technologies Business Unit, with net
    sales of $352-million in 2008, produces and markets controlled
    release nutrients for sale to the agricultural, golf course,
    turf, and ornamental markets of North America. The 2007
    investment in Hanfeng Evergreen Inc. (Hanfeng) had
    expanded this business units geographic market to China
    and the Pacific Rim.  ITEM 4 
    GENERAL DEVELOPMENT OF THE BUSINESS 4.1  THREE
    YEAR HISTORY  2006
     4




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ITEM 4 
    GENERAL DEVELOPMENT OF THE BUSINESS
        Acquisitions
    and Divestitures
    form 51-102F4
     5




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ITEM 4 
    GENERAL DEVELOPMENT OF THE BUSINESS
  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.    30-year
    2007
         6




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ITEM 4 
    GENERAL DEVELOPMENT OF THE BUSINESS
  Acquisitions &
    Investments
    $60-million.
  Incremental
    Expansion
      25-month $1-billion
    2008
     7




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ITEM 4 
    GENERAL DEVELOPMENT OF THE BUSINESS
    Acquisitions &
    Investments
      Incremental
    Expansion
  ® ®
   4.2  PROPOSED
    TRANSACTIONS    ITEM 5 
    DESCRIPTION OF THE BUSINESS 5.1 BUSINESS
    OF AGRIUM   8




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ITEM 5 
    DESCRIPTION OF THE BUSINESS
  a)
    SUMMARY  i)
    Products,
    Services and Markets  www.agrium.com www.sedar.com www.sec.gov
  Retail
            Wholesale
   9




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ITEM 5 
    DESCRIPTION OF THE BUSINESS
            Advanced
    Technologies
  ® ®
      ii)
    Transportation,
    Storage and Distribution   10




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ITEM 5 
    DESCRIPTION OF THE BUSINESS
    iii)
    Selected
    Financial Information  www.agrium.com www.sedar.com www.sec.gov.
  b)
    PRODUCTION
    METHODS    Nitrogen-based fertilizers
          Potash
    Phosphate
    Sulphate
   11




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ITEM 5 
    DESCRIPTION OF THE BUSINESS
  Fertilizer Technologies and Professional Products
    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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ITEM 5 
    DESCRIPTION OF THE BUSINESS
   f)
    INTANGIBLE
    PROPERTIES    Trademark


CountriesA®

    Design


Argentina, Canada, United StatesAgrium®


Argentina, Belize, Brazil, Canada, Chile, Egypt, France,
    Guatemala, Indonesia, Mexico, New Zealand, Peru, United States,
    Venezuela, VietnamAgrium®

    and Design


Argentina, Belize, Brazil, Canada, Chile, Egypt, France,
    Guatemala, Honduras, Indonesia, Mexico, New Zealand, Peru,
    United States, VenezuelaAgriumtm


China P.R., Columbia, El Salvador, European Community (CTM),
    Great Britain, India, Malaysia, Nicaragua, Panama, Philippines,
    Thailand, TurkeyAgriumtm

and Design


China P.R., Columbia, El Salvador, European Community (CTM),
    India, Malaysia, Nicaragua, Panama, Philippines, Singapore,
    Thailand, TurkeyAGRIUM ADVANCED
    TECHNOLOGIES®


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

    and Design


Australia, Benelux, Canada, Chile, France, Germany, Japan,
    Mexico, New Zealand, South Korea, Thailand, United KingdomAGRIUM
ADVANCED
TECHNOLOGIEStm


Argentina, Brazil, China P.R., Costa Rica, Ireland, Italy,
    Malaysia, Philippines, Singapore, Spain, Taiwan, United StatesAGRIUM ADVANCED
TECHNOLOGIEStm

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 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, China P.R., Germany, European Community (CTM), Great
    Britain, Japan, Malaysia, Philippines, United StatesDURATION
    CR®

    and DESIGN


Argentina, Benelux, Canada, Chile, European Community (CTM),
    Germany, Great Britain, Japan, Malaysia, Mexico, Taiwan, South
    Korea, Thailand, United States
  13




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ITEM 5 
    DESCRIPTION OF THE BUSINESS
  Trademark


CountriesDURATION
CRtm


European Community (CTM), China P.R., Malaysia, ItalyDURATION
CRtm

and DESIGN


Australia, China P.R., PhilippinesDURATION®


Argentina, Benelux, Canada, Germany, Japan, Malaysia, South
    Korea, Taiwan, Thailand, United StatesDURATIONtm


Australia, Chile, China P.R., European Community (CTM), Mexico,
    New Zealand, PhilippinesESN 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 &
    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,
    Venezuela
  14




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ITEM 5 
    DESCRIPTION OF THE BUSINESS
  Trademark


CountriesPolyon®


Australia, Canada, Chile, European Community (CTM), Japan,
    Mexico, United Kingdom, United States, SingaporePolyontm


China P.R., South Korea, MalaysiaRainbow®


Canada, United StatesRiser®


United States, CanadaSalvo®


United States, CanadaUnited Agri Products &
    Design®


United States, Canada, El Salvador, Panama, UruguayUltrayield
    Design®


Canada, United StatesWestern Farm
    Service®

    and DESIGN


United StatesXCU®


Canada, Japan, Mexico, New ZealandXCU®

    Design


CanadaXCUtm


China P.R., Korea, Malaysia, United StatesXCUtm

Design


United States
     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



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



US 5 599 374



Australia, Canada, EP, Japan, Mexico, New Zealand, Slovakia,
    Switzerland, U.S.
  15




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ITEM 5 
    DESCRIPTION OF THE BUSINESS
  Title


Patent Number



CoverageControlled-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 (US)



US 5 626 138



U.S.
     g)
    SEASONALITY    h)
    ENVIRONMENTAL
    PROTECTION REQUIREMENTS     16




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ITEM 5 
    DESCRIPTION OF THE BUSINESS
      Contingent
    Environmental Liabilities  United
    States Environmental Protection Agency Phosphate Industry
    Initiative  Resource
    Conservation and Recovery Act
  (Nu-West),
    Environmental
    Remediation Activities in Idaho and Manitoba
   17




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ITEM 5 
    DESCRIPTION OF THE BUSINESS
          Climate
    Change and Greenhouse Gas Issues
    2 2003-2005
       18




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ITEM 5 
    DESCRIPTION OF THE BUSINESS
          
    We track our annual air emissions and have proactively
    undertaken projects designed to improve plant energy
    efficiencies and reduce all emissions.
    We have taken, and will continue to take, a leadership role in
    the fertilizer industrys negotiations with the government
    on fair and equitable air emission reduction targets and a
    pragmatic and realistic compliance system that preserves the
    global competitiveness of the industry.  Quantification
    of Costs of Environmental Protection Requirements
    i)
    ENVIRONMENTAL
    PRACTICES AND POLICIES       19




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ITEM 5 
    DESCRIPTION OF THE BUSINESS
  day-to-day
  j)
    EMPLOYEES  10,975
  Business Unit

Number of EmployeesRetail


8,050Wholesale


2,342Advanced Technologies


290Corporate


293Total


10,975
       5.2
    RISK
    FACTORS  www.agrium.com www.sedar.com www.sec.gov
 ITEM 6 
    DIVIDENDS      Dividends per Share Paid or PayableCommon Shares2006

$0.112007

$0.112008

$0.11
  20




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ITEM 7 
    DESCRIPTION OF CAPITAL STRUCTURE 7.1    GENERAL
    DESCRIPTION OF CAPITAL STRUCTURE  www.agrium.com www.sedar.com www.sec.gov
 7.2    CONSTRAINTS   7.3    CREDIT
    RATINGS          DBRS


Moodys Investor Service


Standard & PoorsSenior Unsecured Notes
    and Debentures


BBB


Baa2


BBBRatings Outlook


Under Review


Under Review  
    Negative Watch


Stable     DBRS
     21




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ITEM 7 
    DESCRIPTION OF CAPITAL STRUCTURE
  Moodys
    Investor Services (Moodys)
      Standard &
    Poors (S&P)
      ITEM 8 
    MARKET FOR SECURITIES 8.1    TRADING
    PRICE AND VOLUME      Month


High Price


Low Price


Closing Price


Volume(2008)


($Canadian)


($Canadian)


($Canadian)


(in 000s)January


74.28


52.50


64.74


35,868February


75.25


58.06


72.84


24,090March


74.26


61.00


63.76


27,016April


97.00


61.63


79.19


41,797May


90.73


77.00


86.76


26,054June


116.15


86.41


109.95


36,709July


110.75


81.24


89.98


35,223August


92.30


77.91


89.81


22,359September


91.06


53.81


59.50


42,758October


61.03


33.00


46.17


68,471November


50.00


29.91


39.00


40,776December


42.40


28.70


41.47


31,614  22




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ITEM 8 
    MARKET FOR SECURITIES
    Month


High Price


Low Price


Closing Price


Volume(2008)


($U.S.)


($U.S.)


($U.S.)


(in 000s)January


75.01


50.86


64.42


87,026February


76.78


57.36


73.77


66,677March


75.38


59.40


62.11


63,253April


95.47


59.77


79.00


125,094May


91.00


75.23


87.42


81,285June


113.88


86.31


107.54


124,413July


108.50


80.05


88.00


117,388August


89.84


72.76


84.30


85,328September


87.75


51.66


56.08


127,083October


57.68


25.92


37.98


229,827November


43.54


23.08


31.42


123,317December


35.17


22.08


34.13


86,843   8.2    PRIOR
    SALES    ITEM 9 
    ESCROWED SECURITIES AND SECURITIES 
    SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER   23




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


Present principal


Prior principal occupationName and Municipality


Director of the


occupation or


or employment within theof Residence


Corporation


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)(2)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 DirectorD. Grant Devine
    (3)(4)Caronport, Saskatchewan, Canada


1993


Corporate Director. Farmer and rancher. President, Grant Devine
    Farms and Consulting Services Ltd.


Same as presentGermaine Gibara
    (2)(3)Montreal, Quebec, Canada


2004


Corporate Director. President, Avvio Management Inc.


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


2006


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)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, Minister of Public Safety and Emergency Preparedness,
    Minister of Health; Corporate DirectorDerek G.
    Pannell(2)(3)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 24




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ITEM 10 
    DIRECTORS AND OFFICERS
   Executive
    Officers
  Present position with the


Prior principal occupation orName and Municipality of


Corporation and Principal


employment within theResidence


Occupation


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


President & Chief Executive Officer


N/AWilliam A. Boycott
    Sylacauga, Alabama, U.S.


Vice President, and President, Advanced Technologies Business
    Unit


General Manager, Kenai Nitrogen OperationsStephen G. Dyer
    Calgary, Alberta, Canada


Vice President, Manufacturing


Director, Business Development; Director, Strategic Development;
    Manager, TransportationPatrick J. Freeman
    Calgary, Alberta, Canada


Vice President & Treasurer


N/ARichard L. Gearheard Centennial, 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; Director, NAW SalesAngela S. Lekatsas
    Calgary, Alberta, Canada


Vice President, Corporate Controller & Chief Risk Officer


Controller; Manager, Corporate ReportingGordon R. Miller
    Clovis, California, U.S.


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


President of Western Farm Service, Inc.; Vice President of
    Western Farm Service, Inc.Andrew K. Mittag
    Calgary, Alberta, Canada


Senior Vice President, Corporate Development & Strategy


President & Chief Financial Officer, Rockland Capital
    Partners, LLC (private advisory firm)Leslie A. ODonoghue
    Calgary, Alberta, Canada


Senior Vice President, General Counsel & Corporate Secretary


N/AChristopher  W. Tworek Calgary, Alberta, Canada


Vice President, Special Projects


Vice President, Supply ManagementThomas E. Warner
    Rio, Illinois, U.S.


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


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; Vice President,
    Operations & Technology    25




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ITEM 10 
    DIRECTORS AND OFFICERS
  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.    
    is, as at February 25, 2009, or has been within the ten
    years prior to February 25, 2009, 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, 2009, 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     26




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ITEM 12 
    LEGAL PROCEEDINGS AND REGULATORY ACTIONS
   ITEM 13 
    INTEREST OF MANAGEMENT AND OTHERS IN
    MATERIAL TRANSACTIONS   ITEM 14 
    TRANSFER AGENT, REGISTRAR, AND TRUSTEES    The transfer agent and registrar
    for the


The Trustee for the
    Corporations unsecured notesCorporations common shares:


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:


Telephone:
    (800) 275-2048
    or
    (800) 254-2826Outside North America: (416) 643-5500
    Inside North America: (800) 387-0825
    Website:  www.cibcmellon.com  ITEM 15 
    INTEREST OF EXPERTS 15.1  NAMES
    OF EXPERTS  51-102 51-102)
 15.2  INTERESTS
    OF EXPERTS   ITEM 16 
    AUDIT COMMITTEE 16.1  AUDIT
    COMMITTEE CHARTER   16.2  COMPOSITION
    OF THE AUDIT COMMITTEE   27




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ITEM 16 
    AUDIT COMMITTEE
  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., CACalgary, 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. CunninghamPh.D. (Engineering)Houston, Texas, U.S.(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)


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 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).*Duncan Energy Partners L.P., Enterprise GP Holdings L.P.,
    and Enterprise Products Partners L.P. are affiliated with each
    other.  28




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ITEM 16 
    AUDIT COMMITTEE
  Name(Director Since)


Principal Occupation and Full BiographyMr. Russell K. GirlingB. 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. HornerB. Sc. (Chem)Vancouver, British Columbia(September 29, 2004) Other Public DirectorshipsNone


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. ProtoB.A. (Economics)Regina, Saskatchewan(March 1, 1993)Other Public DirectorshipsNone


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).  29




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ITEM 16 
    AUDIT COMMITTEE
  16.4  PRE-APPROVAL
    POLICIES AND PROCEDURES   16.5  EXTERNAL
    AUDITOR SERVICE FEES (BY CATEGORY)    Category

Year Ended December 312007


2008$


$Audit
    Fees(1)


2,768,800



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


161,800



315,800Tax
    Fees(3)


248,700



325,040All Other
    Fees(4)


NIL



NILTotal


3,179,300



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 2008; 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      (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:  (i)
    one copy of this annual information form, together with one copy
    of any document, or the pertinent pages of any document,
    incorporated by reference herein 30




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ITEM 17 
    ADDITIONAL INFORMATION
   (ii)
    one copy of the consolidated financial statements of the
    Corporation for its most recently completed financial year,
    together with the accompanying report of its auditor, and one
    copy of any interim financial statements of the Corporation
    subsequent to the financial statements for its most recently
    completed financial year(iii)
    one copy of the management proxy circular of the Corporation
    with respect to its most recent annual meeting of shareholders
    that involved the election of directors(iv)
    one copy of any documents that are incorporated by reference
    into the preliminary short form prospectus or the short form
    prospectus and are not required to be provided under item
    (i) to above; or    www.agrium.com www.sedar.com www.sec.gov
 31




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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.     32




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3.
    Appointment
    of Committee Members    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
 33




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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; 34




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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;  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 35




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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;  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, 36




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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;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. 37




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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; andc)
    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; andg)
    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. 38




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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; andc)
    periodically review the Corporations public disclosure
    policy.  23.
    Limitations
    on Oversight Function    24.
    Funding
    for Audit and Oversight Functions    25.
    Committee
    Evaluation    26.
    Review
    of Committees Charter    27.
    Non-Exhaustive
    List   39




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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; orb)
    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; orc)
    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.     40