##### 



EXHIBIT
    99.1
    AGRIUM
    INC.
   ANNUAL
    INFORMATION FORM
  Year
    Ended December 31, 2006
  February 21,
    2007




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AGRIUM
    INC.
    ANNUAL INFORMATION FORM
    TABLE OF CONTENTS
  Form 51-102F2
  Page ReferenceIncorporated by

Incorporated byReference from the

Reference from theAnnual

2006 Managements

2006 ConsolidatedInformation

Discussion &

Financial StatementsForm

Analysis

and Notes theretoItem 1  
    Cover Page

1Item 2  
    Table of Contents

2 - 3Item 3  
    Corporate Structure

43.1

Name, Address and Incorporation

43.2

Intercorporate Relationships

4Item 4  
    General Development of the Business

44.1

Three Year History

4 - 7Item 5  
    Description of the Business

75.1

Business of Agrium

7a.

Summary

7i.

Products, Services and Markets

7 - 8

21 -
    26(1),
    31 -
    37(2),
    47 -
    50(3)ii.

Transportation, Storage and
    Distribution

8 - 9iii.

Selected Financial Information

9



Note 25b.

Production Methods

9c.

Competitive Position

9 - 10d.

New Products

10e.

Sources of Raw Materials

10

40 -
    41(4),
    43(5),
    45 -
    46(6)f.

Intangible Properties

10 - 11g.

Seasonality

11

59(7)h.

Environmental Protection
    Requirements

11i.

Employees

11 - 125.2

Risk Factors

12 - 14(1) Under the heading Our
    Retail Business.(2) Under the heading Our
    Wholesale Business.(3) Under the heading Our
    Advanced Technologies Business.(4) Under the heading
    Nitrogen Product Cost.(5) Under the heading Potash
    Product Cost.(6) Under the heading
    Phosphate Product Cost.(7) Under the heading
    Seasonality.       - 2 -




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AGRIUM
    INC.
    ANNUAL INFORMATION FORM
    TABLE OF CONTENTS (CONTINUED)
  Page ReferenceIncorporated by

Incorporated byReference from the

Reference from theAnnual

2006 Managements

2006 ConsolidatedInformation

Discussion &

Financial StatementsForm

Analysis

and Notes theretoItem 6  
    Dividends

14Item 7  
    Description of Capital Structure

157.1

General Description of Capital
    Structure

15

67(8)

Note 197.2

Constraints

157.3

Credit Ratings

15 - 16Item 8  
    Market for Securities

168.1

Trading Price and Volume

16 - 178.2

Prior Sales

17Item 9  
    Escrowed Securities

17Item 10  Directors
    and Officers

1710.1

Name, Occupation and Security
    Holding

17 - 2010.2

Cease Trade Orders, Bankruptcies,
    Penalties or Sanctions

2010.3

Conflicts of Interest

20Item 11  Promoters

20Item 12  Legal
    Proceedings

20Item 13  Interest
    of Management and Others in Material Transactions

21Item 14  Transfer
    Agent, Registrar and Trustees

21Item 15  Experts

2115.1

Names of Experts

2115.2

Interests of Experts

21Item 16  Audit
    Committee

2116.1

Audit Committee Charter

2116.2

Composition of the Audit Committee

2116.3

Relevant Education and Experience
    of Members of the Audit Committee

22 - 2316.4

Pre-Approval Policies and
    Procedures

2316.5

External Auditor Service Fees (By
    Category)

23 - 24Item 17 
    Additional Information

24(8) Under the heading
    Outstanding Shares.     - 3 -




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INTERPRETATION
    ITEM
    3  CORPORATE STRUCTURE
  3.1
    NAME,
    ADDRESS AND INCORPORATION    3.2
    INTERCORPORATE
    RELATIONSHIPS   Principal Subsidiaries & Associated Companies

Jurisdiction of Incorporation or Organization

OwnershipAGRIUM, a general partnership

Alberta


100%Agrium U.S. Inc.

Colorado


100%Crop Production Services,
    Inc.

Delaware


100%Western Farm Service, Inc.

Delaware


100%Agroservicios Pampeanos S.A.

Argentina


100%Nu-West Industries, Inc.

Delaware


100%Profertil S.A.

Argentina


50%Royster-Clark, Inc.

Delaware


100%   ITEM
    4  GENERAL DEVELOPMENT OF THE BUSINESS
  4.1
    THREE
    YEAR HISTORY  2004
      debt-to-debt
      - 4 -




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2005
        Acquisitions
        
    Redemption of the eight percent preferred securities on
    February 14, 2005 for $175-million;
    Repurchase of approximately five million common shares for
    $98-million through a normal course issuer bid; and,
    Retirement of $126-million of long-term debt.  2006
    
    - 5 -




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Acquisitions
    and Divestitures
        $91-million.
  Incremental
    Expansion
      - 6 -




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##### 




    The expansion of our Vanscoy potash operation in Saskatchewan
    during October, which is expected to add an additional
    310-thousand tonnes per year of production capacity; and
    The expansion of our ESN150 facility at the end of February,
    bringing our total ESN production capability to
    150 thousand tonnes and making our Carseland, Alberta plant
    the largest polymer-coated controlled release fertilizer
    production facility in the world.      30-year
    ITEM
    5  DESCRIPTION OF THE BUSINESS
  5.1
    BUSINESS
    OF AGRIUM    a)
    SUMMARY  i)
    Products,
    Services and Markets  Retail
    Wholesale
        - 7 -




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Advanced
    Technologies
          ii)
    Transportation,
    Storage and Distribution      - 8 -




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iii)
    Selected
    Financial Information    b)
    PRODUCTION
    METHODS    Nitrogen-based
    fertilizers
    Potash
    Phosphate
    Advanced
    Technologies
    c)
    COMPETITIVE
    POSITION        - 9 -




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d)
    NEW
    PRODUCTS    e)
    SOURCES
    OF RAW MATERIALS    f)
    INTANGIBLE
    PROPERTIES    Trademarks  Trademark


CountriesSCU®


CanadaNitroform®


Australia, Bolivia, Canada, Costa
    Rica, Denmark, Finland, France, Greece, Ireland, Italy, Japan,
    Malaysia, New Zealand, Norway, South Africa, Sweden,
    Switzerland, Thailand, United StatesNutralene®


Australia, Canada, Denmark,
    Finland, France, Greece, Ireland, Japan, Malaysia, New Zealand,
    Sweden, Thailand, Turkey, United Kingdom, United States,
    International Registration (includes Austria, Bulgaria, Benelux,
    China, Croatia, Czech Republic, Egypt, France, Hungary, Italy,
    Liechtenstein, Morocco, Poland, Slovakia, Slovenia, Spain,
    Switzerland, Ukraine)IB
    Nitrogentm


United StatesProTurf®


Canada, United States
     - 10 -




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Par
    Ex®


CanadaNu-Spec®


Canada, United StatesESN®


Australia, Canada, Mexico, United
    States, New ZealandESNtm


Argentina, European Community
    (CTM), MalaysiaESN DESIGN


Australia, Canada, Mexico, United
    States, New ZealandESN
    DESIGNtm


Argentina, European Community
    (CTM), MalaysiaDURATION®


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


Argentina, MexicoDURATION
    CR®


Canada, United StatesDURATION
    CRtm


European Community (CTM), MalaysiaSMART NITROGEN


Canada, New ZealandSMART
    NITROGENtm


European Community (CTM), Malaysia,
    Mexico, United StatesAGRIUM ADVANCED
    TECHNOLOGIEStm


Argentina, Australia, Benelux,
    Brazil, Canada, Chile, China, Costa Rica, France, Germany,
    Ireland, Italy, Japan, Korea, Mexico, New Zealand, Spain,
    Thailand, United Kingdom, United States
     g)
    SEASONALITY    h)
    ENVIRONMENTAL
    PROTECTION REQUIREMENTS    i)
    EMPLOYEES    Operating Segment

Number of EmployeesRetail


3,735Wholesale


2,304Advanced Technologies


281Corporate


234Total


6,554
     - 11 -




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5.2
    RISK
    FACTORS    Industry and Product Price & Margin Volatility
            International Operations
      - 12 -




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##### 




    Difficulties and costs associated with complying with a wide
    variety of complex laws, treaties and regulations;
    Unexpected changes in regulatory environments;
    The impact of government ownership and regulation of the economy
    in the markets Agrium serves;
    Political and economic instability, including the possibility
    for civil unrest;
    Earnings that may be subject to withholding requirements;
    Imposition of tariffs, exchange controls or other restrictions;
    and,
    The impact of currency exchange rate fluctuations between the
    U.S. dollar and other currencies, particularly the Canadian
    dollar and the Argentine peso.    Competition
      Human Resources & Integration of Acquisitions
    Legislation, Environmental, Health and Safety
        - 13 -




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Permits
   Trade Regulation
   Damage to Facilities; Natural Hazards
   ITEM
    6  DIVIDENDS
        - 14 -




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Dividends per Share Paid or PayableCommon Shares2004

$
0.112005

$
0.112006

$
0.11
   ITEM
    7  DESCRIPTION OF CAPITAL STRUCTURE
  7.1
    GENERAL
    DESCRIPTION OF CAPITAL STRUCTURE    7.2
    CONSTRAINTS    7.3
    CREDIT
    RATINGS          Dominion Bond

Moodys InvestorRating Service

Service

Standard & PoorsSenior Unsecured Notes and
    Debentures

BBB

Baa2

BBBRatings Outlook

Stable

Stable

Stable     Dominion
    Bond Rating Service (DBRS)
        - 15 -




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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(2006)

($Canadian)

($Canadian)

($Canadian)

(in 000s)January

28.25

25.19

27.10

7,243February

30.87

25.25

28.30

10,975March

31.00

26.57

29.46

12,662April

30.50

27.60

28.90

7,202May

31.36

26.97

26.99

9,812June

27.88

22.32

25.92

16,616July

27.51

25.31

27.41

8,745August

27.55

24.56

25.67

10,401September

30.56

25.44

30.20

11,537October

32.85

28.88

31.31

14,533November

35.90

31.01

35.06

9,614December

36.88

33.02

36.54

7,857     - 16 -




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Month

High Price

Low Price

Closing Price

Volume(2006)

($U.S.)

($U.S.)

($U.S.)

(in 000s)January

24.51

21.50

23.85

7,840February

26.85

22.30

24.91

13,750March

26.62

23.62

25.26

13,150April

26.59

24.65

25.82

11,884May

28.45

24.15

24.53

16,148June

24.99

20.12

23.22

16,953July

24.32

22.25

24.24

9,885August

24.34

22.22

23.18

8,838September

27.38

22.50

26.99

9,741October

28.98

25.70

28.02

19,278November

30.98

27.42

30.84

17,341December

31.83

29.00

31.49

15,204   8.2
    PRIOR
    SALES    ITEM
    9  ESCROWED SECURITIES
    ITEM
    10  DIRECTORS AND OFFICERS
  10.1
    NAME,
    OCCUPATION AND SECURITY HOLDING    Year first becameName and

Director of theMunicipality of Residence

Corporation

Present principal occupation or employmentFrank W.
    Proto(1)(4)Regina, Saskatchewan

1993

Corporate Director.  Board Chair
    of Agrium Inc.Neil
    Carragher(1)(3)Toronto, Ontario

1996

Corporate Director.  President,
    The Corporate Partnership Ltd. (a mergers and acquisitions
    company)Ralph S.
    Cunningham(1)(2)Houston, Texas

1996

Group Executive Vice President and
    Chief Operating Officer of Enterprise Products G.P., L.L.C., the
    General Partner of Enterprise Products Partners L.P.D. Grant
    Devine(3)(4)Caronport, Saskatchewan

1993

Corporate Director.  Farmer and
    rancher. President, Grant Devine Farms and Consulting Services
    Ltd.Germaine
    Gibara(2)(3)Montreal, Quebec

2004

Corporate Director.  President,
    Avvio Management Inc.     - 17 -




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##### 



Year first becameName and

Director of theMunicipality of Residence

Corporation

Present principal occupation or employmentRussell K.
    Girling(1)(3)Calgary, Alberta

2006

President, Pipelines, of
    TransCanada Corporation, and Chairman and Chief Executive
    Officer of TC Pipelines, L.P.Susan A.
    Henry(2)(4)Ithaca, New York

2001

Ronald P. Lynch Dean of the
    College of Agriculture and Life Sciences and Professor at
    Cornell University, Ithaca, New YorkRussell J.
    Horner(2)(4)Vancouver, British Columbia

2004

Corporate DirectorFrank W.
    King(3)(4)Calgary, Alberta

1996

Corporate Director.  President
    & Chief Executive Officer, Metropolitan Investment
    CorporationA. Anne McLellan,
    P.C.(3)(4)Edmonton, Alberta

2006

Corporate DirectorHarry G. Schaefer,
    FCA(1)(4)Calgary, Alberta

1998

Corporate Director and Business
    AdvisorMichael M. Wilson
    Bragg Creek, Alberta

2003

President & Chief Executive
    Officer of Agrium Inc.Victor J. Zaleschuk,
    CA(1)(2)Calgary, Alberta

2002

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 Committee.    Executive
    Officers
  Name and Municipality

Position with the Corporationof Residence

and Principal OccupationFrank W. Proto
    Regina, Saskatchewan

Board Chair (part-time basis)Michael M. Wilson
    Bragg Creek, Alberta

President & Chief
    Executive Officer     - 18 -




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Name and Municipality

Position with the Corporationof Residence

and Principal OccupationWilliam A. Boycott
    Brantford, Ontario

Vice President, and President,
    Advanced Technologies Business UnitStephen G. Dyer
    Calgary, Alberta

Vice President, ManufacturingPatrick J. Freeman
    Calgary, Alberta

Vice President & TreasurerRichard L. Gearheard
    Centennial, Colorado

Senior Vice President, and
    President, Retail Business UnitJames M. Grossett 
    Bragg Creek, Alberta

Senior Vice President, Human
    ResourcesKevin R. Helash
    High River, Alberta

Vice President,
    Marketing & DistributionAngela S. Lekatsas
    Calgary, Alberta

Vice President &
    Corporate ControllerGordon R. Miller
    Clovis, California

Vice President, Retail West RegionAndrew K. Mittag
    Calgary, Alberta

Senior Vice President, Corporate
    Development & StrategyLeslie A. ODonoghue
    Calgary, Alberta

Senior Vice President, General
    Counsel & Corporate SecretaryChristopher W. Tworek
    Calgary, Alberta

Vice President, Supply ManagementTom E. Warner
    Rio, Illinois

Vice President, Retail East RegionBruce G. Waterman
    Calgary, Alberta

Senior Vice President,
    Finance & Chief Financial OfficerRon A. Wilkinson
    Calgary, Alberta

Senior Vice President, and
    President, Wholesale Business Unit   
    - 19 -




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10.2
    CEASE
    TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS    
    Was the subject of a cease trade order or similar order or an
    order that denied the relevant company access to any exemption
    under securities legislation for a period of more than 30
    consecutive days;
    Was subject to an event that resulted, after the director or
    executive officer ceased to be a director or executive officer,
    in the company being the subject of a cease trade order or
    similar order or an order that denied the relevant company
    access to any exemption under securities legislation, for a
    period of more than 30 consecutive days;
    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 the subject to or instituted
    any proceedings, arrangement or compromise with creditors or had
    a receiver, receiver manager or trustee appointed to hold its
    assets; and,
    Has individually, within the 10 years prior to
    February 21, 2007, 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, officer
    or shareholder.    10.3
    CONFLICTS
    OF INTEREST    ITEM
    11  PROMOTERS
    ITEM
    12  LEGAL PROCEEDINGS
      - 20 -




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ITEM
    13  INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL
    TRANSACTIONS
    ITEM
    14  TRANSFER AGENT, REGISTRAR, AND TRUSTEES
    (416) 643-5500  (800) 387-0825  www.cibcmellon.com
    th   (800) 275-2048
  ITEM
    15  EXPERTS
  15.1
    NAMES OF
    EXPERTS    15.2
    INTERESTS
    OF EXPERTS    ITEM
    16  AUDIT COMMITTEE
  16.1
    AUDIT
    COMMITTEE CHARTER    16.2
    COMPOSITION
    OF THE AUDIT COMMITTEE      - 21 -




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16.3
    RELEVANT
    EDUCATION AND EXPERIENCE OF MEMBERS OF THE AUDIT
    COMMITTEE  Name(Director Since)

Principal Occupation and Full BiographyMr. Harry G. Schaefer, FCA(May 6, 1998) Other Public Directorships  Vice Chair and a director of each of
    TransCanada Pipelines Limited (an energy transportation company)
    and of TransCanada Corporation (a holding company) 
      a Trustee of Fording Canadian Coal Trust (a
    coal mining trust)

Mr. Schaefer is a corporate
    director, business advisor and the principal of
    Schaefer & Associates Ltd. Mr. Schaefer is the
    former Chair of the Alberta Chapter of the Institute of
    Corporate Directors. Mr. Schaefer is the former Board
    Chair, from 1991 to 1996, of TransAlta Utilities Corporation (a
    utility company) having served as the Chief Financial Officer of
    TransAlta from 1975 to 1993, and the former Board Chair of
    Crestar Energy Inc. (an energy company). Mr. Schaefer was
    the first Adjunct Professor at the Faculty of Business at the
    University of Calgary, became a Fellow of the ICAA in 1990, the
    first Canadian recipient of the Financial Executives Institute
    Distinguished Service Award in 1993, and a 2004 recipient of a
    Fellowship Award from the Institute of Corporate Directors.Mr. Neil Carragher(December 12, 1996) Other Public Directorships  The Westaim Corporation (a technology
    company)
      NUCRYST Pharmaceuticals Corp. (a
    pharmaceutical technology company)

Mr. Carragher is the
    President of The Corporate Partnership Ltd. (a mergers and
    acquisitions company). Mr. Carragher was formerly a
    corporate turnaround specialist and a mergers and acquisitions
    advisor.Dr. Ralph S. Cunningham(December 12, 1996)Other Public Directorships  EnCana Corporation (an energy
    company)
      Enterprise Products Partners L.P. (a midstream
    energy partnership)
      TETRA Technologies, Inc. (an oil and gas
    services company)

Dr. Cunningham is Group Vice
    President and Chief Operating Officer of Enterprise Products
    G.P., L.L.C. (a midstream energy partnership).
    Dr. Cunningham is also Board Chair of TETRA Technologies,
    Inc. Dr. Cunningham is 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. (a
    petrochemical company), former director of Enterprise Products
    G.P., LLC, former President and 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 held a number of
    supervisory and management positions at Exxon Company (an energy
    company). Dr. Cunningham holds a Ph.D. in Engineering.     - 22 -




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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, L.P. (a pipeline limited
    partnership)
      NOVA Gas Transmission Ltd. (an Alberta gas
    pipeline company)

Mr. Girling is President,
    Pipelines, of TransCanada Corporation (a diversified energy and
    pipeline company), and Board Chairman and Chief Executive
    Officer 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. Frank W. Proto(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 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).Mr. Victor J. Zaleschuk,
    C.A.(October 3, 2002) Other Public Directorships  Nexen Inc. (an energy company)
      Board Chair of Cameco Corporation (a uranium
    company).

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

Year Ended December 31,2005


2006Audit
    Fees(1)

$
777,000


$
1,940,500Audit-Related
    Fees(2)


63,000



105,000Tax
    Fees(3)


277,500



181,100All Other
    Fees(4)


56,000



4,000Total

$
1,173,500


$
2,230,600     - 23 -




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(1)
    For professional services rendered by KPMG LLP for the audit and
    review of our financial statements or services that are normally
    provided by KPMG LLP in connection with statutory and regulatory
    filings or engagements. The increase in audit fees in 2006 over
    2005 is primarily attributable to and reflective of the
    additional work that was required in 2006 to comply with section
    404 of the Sarbanes-Oxley Act of 2002.(2)
    For assurance and related services by KPMG LLP that are
    reasonably related to the performance of the audit or review of
    our financial statements and are not reported under Audit
    Fees above, including audits of the combined financial
    statements for North America Retail Operations for the fiscal
    years 2005 and 2006; audits of the financial statements for VU
    Partnership for the fiscal years 2005 and 2006; and compliance
    reports relating to contractual debt arrangements.(3)
    For professional services rendered by KPMG LLP for tax
    compliance, tax advice and tax planning with respect to
    Canadian, U.S. and international jurisdictions; expatriate tax
    planning services; compliance services relating to exportation
    tax filings; review and preparation of tax filings; tax advice
    relating to potential asset and business
    acquisitions/combinations; and other tax planning, compliance,
    and transaction services.(4)
    For services provided by KPMG LLP other than the services
    reported under Audit Fees, Audit-Related
    Fees and Tax Fees above, consisting of
    miscellaneous corporate reporting, compliance and transaction
    services.(5)
    The above amounts exclude billings from KPMG USA to
    Royster-Clark which had been pre-approved by the Royster-Clark
    audit committee in the amounts of: Audit Fees ($nil),
    Audit-Related Fees ($nil), Tax Fees ($374,700) and All Other
    Fees ($nil) related to 2006.  ITEM
    17  ADDITIONAL INFORMATION
      (a)
    When securities of the Corporation are in the course of a
    distribution pursuant to a short form prospectus or a
    preliminary short form prospectus has been filed and respecting
    a distribution of its securities;          (b)
    At any time, one copy of any other documents referred to in
    items (a) (i), (ii) and (iii) above.  www.agrium.com www.sedar.com www.sec.gov
    - 24 -




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SCHEDULE 16.1 AGRIUM INC. AUDIT COMMITTEE CHARTER PART I Establishment of Committee  1.
    CommitteeThe Audit Committee (the Committee) is established by the Board of Directors primarily for
the purpose of overseeing the accounting and financial reporting processes of the
Corporation and the reviews and audits of the financial statements of the Corporation.The Audit Committee shall assist the Board of Directors in fulfilling the Boards oversight
responsibilities by monitoring, among other things:  (a)
    the quality and integrity of the financial statements and related disclosure of
the Corporation;(b)
    compliance by the Corporation with legal and regulatory requirements that could
have a material effect upon the financial position of the Corporation and that are not
subject to the oversight of another committee of the Board;(c)
    the independent auditors qualifications and independence; and(d)
    the performance of the Corporations internal audit function and independent
auditor.  2.
    Composition of CommitteeThe Committee shall consist of as many members as the Board shall determine, but in any
event not fewer than three directors, provided that each member of the Committee shall be
determined by the Board to be:  (a)
    an independent director for the purposes of and pursuant to the Corporations
Corporate Governance Guidelines;(b)
    an unrelated and independent director as defined in and for the purposes of
any applicable governance guidelines or listing standards of any stock or securities
exchange upon which the securities of the Corporation are from time to time listed;(c)
    an independent director for the purposes of any applicable corporate,
securities or other legislation or any rule, regulation, instrument, policy, guideline
or interpretation under such legislation; and(d)
    financially literate.  At least one member of the Committee shall have accounting or related financial management
experience or expertise. The Committee shall be entitled to take any action at a meeting of
the Committee in the absence of such member or members.No member of the Committee shall serve on the audit committees of more than two other public
companies, unless the Board determines that such simultaneous service would not impair the
ability of such




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member to effectively serve on the Corporations Audit Committee and discloses such
determination in the Corporations annual management proxy circular.  3.
    Appointment of Committee MembersThe members of the Committee shall be appointed by the Board on the recommendation of the
Corporate Governance & Nominating Committee. The members of the Committee shall be
appointed at the time of each annual meeting of Shareholders, and shall hold office until
the next annual meeting, or until they are removed by the Board or until they cease to be
directors of the Corporation. PART II Committee Procedure  4.
    VacanciesWhere a vacancy occurs at any time in the membership of the Committee, it may be filled by
the Board on the recommendation of the Corporate Governance & Nominating Committee and shall
be filled by the Board if the membership of the Committee is fewer than three directors.
The Board may remove and replace any member of the Committee.5.
    Committee ChairThe Board shall appoint a Chair for the Committee. The Chair may be removed and replaced by
the Board.6.
    Absence of ChairIf the Chair is not present at any meeting of the Committee, one of the other members of the
Committee present at the meeting shall be chosen by the Committee to preside at the meeting.7.
    Secretary of CommitteeThe Committee shall appoint a Secretary who need not be a director of the Corporation.8.
    Regular MeetingsThe Chair, in consultation with the Committee members, shall determine the schedule and
frequency of the Committee meetings, provided that the Committee shall meet at least
quarterly. The Committee at any time may, and at each regularly scheduled Committee meeting
shall, meet without management present and shall meet periodically with management, the
Manager, Internal Audit and the independent auditor. The Committee shall also meet
separately with the independent auditor at every regularly scheduled meeting of the
Committee at which the independent auditor is present.9.
    Special MeetingsThe Chair, any two members of the Committee, the Manager, Internal Audit, the independent
auditor or the Chief Executive Officer may call a special meeting of the Committee.10.
    QuorumThree members of the Committee, present in person or by telephone or other telecommunication
device that permits all persons participating in the meeting to speak to each other, shall
constitute a quorum.




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11.
    Notice of MeetingsNotice of the time and place of every meeting shall be given in writing or by e-mail or
facsimile communication to each member of the Committee at least 24 hours prior to the time
fixed for such meeting; provided, however, that a member may in any manner waive notice of a
meeting and attendance of a member at a meeting is a waiver of notice of the meeting, except
where a member attends a meeting for the express purpose of objecting to the transaction of
any business on the grounds that the meeting is not lawfully called.12.
    AgendaThe Chair shall develop and set the Committees agenda, in consultation with other members
of the Committee, the Board and management. The agenda and information concerning the
business to be conducted at each Committee meeting shall, to the extent practical, be
communicated to the members of the Committee sufficiently in advance of each meeting to
permit meaningful review.13.
    DelegationThe Committee shall have the power to delegate its authority and duties to subcommittees or
individual members of the Committee as it deems appropriate.14.
    AccessIn discharging its responsibilities, the Committee shall have full access to all books,
records, facilities and personnel of the Corporation.15.
    Attendance of Officers at a MeetingAt the invitation of the Chair of the Committee, one or more officers or employees of the
Corporation may, and if required by the Committee shall, attend a meeting of the Committee.16.
    Procedure, Records and ReportingThe Committee shall fix its own procedure at meetings, keep records of its proceedings and
report to the Board when the Committee may deem appropriate (but not later than the next
meeting of the Board). Without limiting the foregoing, the Committee shall report to the
Board any issues that arise with respect to the quality or integrity of the Corporations
financial statements, the Corporations compliance with legal or regulatory requirements
within the Committees purview, the performance and independence of the Corporations
independent auditors, or the performance of the internal audit function.17.
    Outside Consultants or AdvisorsThe Committee when it considers it necessary or advisable, may retain, at the Corporations
expense, outside consultants or advisors to assist or advise the Committee independently on
any matter within its mandate. The Committee shall have the sole authority to retain or
terminate such consultants or advisors, including the sole authority to approve the fees and
other retention terms for such persons. PART III Mandate of Committee  18.
    Oversight in Respect of Financial Disclosure and Accounting PracticesThe Committee, to the extent required by applicable laws or rules, or otherwise considered
by the Committee to be necessary or appropriate, shall:




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(a)
    meet with management and the independent auditor to review and discuss, and to
recommend to the Board for approval prior to public disclosure, the audited annual
financial statements, including reviewing the specific disclosures in managements
discussion and analysis of financial condition and results of operations;(b)
    review, discuss with management and the independent auditor, and recommend to
the Board for approval prior to public disclosure:  (i)
    the annual information form;(ii)
    the portions of the management proxy circular, for any annual
or special meeting of shareholders, containing significant information within
the Committees mandate;(iii)
    all financial statements included in prospectuses or other
offering documents;(iv)
    all prospectuses and all documents which may be incorporated by
reference in a prospectus, other than any pricing supplement issued pursuant to
a shelf prospectus; and(v)
    any significant financial information respecting the
Corporation contained in a material change report.  (c)
    meet with management and the independent auditor to review and discuss, and to
approve prior to public disclosure, the unaudited quarterly financial statements,
including reviewing the specific disclosures in managements discussion and analysis of
financial condition and results of operations, and the quarterly interim reports;(d)
    review, discuss with management and the independent auditor, and approve prior
to public disclosure:  (i)
    any unaudited interim financial statements, other than
quarterly statements; and(ii)
    any audited financial statements, other than annual statements,
required to be prepared regarding the Corporation or its subsidiaries or
benefit plans if required to be made publicly available or filed with a
regulatory agency;  (e)
    review and discuss with management and the independent auditor prior to public
disclosure:  (i)
    each press release that contains significant financial
information respecting the Corporation or contains estimates or information
regarding the Corporations future financial performance or prospects;(ii)
    the type and presentation of information to be included in such
press releases (in particular, the use of pro forma or adjusted non-GAAP
information); and(iii)
    financial information and earnings guidance provided to
analysts and rating agencies;  provided, however, that such discussion may be done generally (consisting of
discussing the types of information to be disclosed and the types of presentations
to be made) and that the Committee need not discuss in advance each instance in
which the Corporation may provide earnings guidance or presentations to rating
agencies;(f)
    receive and review reports from the Corporations Disclosure Committee;(g)
    review with management and the independent auditor major issues regarding
accounting principles and financial statement presentations, including any significant
changes in the




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




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




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




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




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23.
    Limitations on Oversight FunctionWhile the Committee has the responsibilities and powers set forth in this Charter, it is not
the duty of the Committee to plan or conduct audits or to determine that the Corporations
financial statements are complete and accurate or are in accordance with GAAP. These are
the responsibilities of management and the independent auditor. The Committee, its Chair,
and any of its members who have accounting or related financial management experience or
expertise are members of the Board of the Corporation appointed to the Committee to provide
broad oversight of the financial risk and control related activities of the Corporation, and
are specifically not accountable nor responsible for the day-to-day operation or performance
of such activities. A member or members having accounting or related financial management
experience or expertise, or being designated as an audit committee financial expert, does
not impose a higher degree of individual responsibility or obligation on such member.
Rather, the role of any such members, like the role of all Committee members, is to oversee
the accounting and financial reporting processes and not to certify or guarantee the
accuracy or completeness of the internal or external audit of the Corporations financial
information or public disclosure.24.
    Funding for Audit and Oversight FunctionsThe Committee shall have the sole authority to determine (subject to Board confirmation as
required), and to require the Corporation to fund, (a) appropriate compensation to the
independent auditor engaged for the purpose of preparing or issuing an audit report or
performing other audit, review, or attest services; (b) appropriate compensation to any
advisors to the Committee; and (c) administrative expenses necessary or appropriate to
carrying out the Committees duties.25.
    Annual EvaluationThe Committees performance shall be evaluated annually, in accordance with a process
developed by the Corporate Governance & Nominating Committee and approved by the Board, and
the results of that evaluation shall be reported to the Corporate Governance & Nominating
Committee and to the Board.26.
    Review of Committees CharterThe Committee shall assess the adequacy of this Charter on an annual basis and recommend any
changes to the Board.27.
    Non-Exhaustive ListThe foregoing list of duties is not exhaustive, and the Committee may, in addition, perform
such other functions as may be necessary or appropriate for the performance of its oversight
responsibilities.




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EXHIBIT A Hiring Policies regarding Partners and Employees of the Independent Auditor and Certain
of Their Family Members The hiring of current partners and employees or former partners and employees of the
Corporations independent auditor or certain of their family members shall be subject to
Committee approval in advance of hiring in the following circumstances:  (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. In considering whether to approve a proposed hiring under any of the foregoing
circumstances, the Committee may take into account any advice by the General Counsel of the
Corporation that a proposed hiring is not barred by the independence standards applicable to
independent auditors of issuers of securities listed on the Toronto Stock Exchange or the
New York Stock Exchange. The Committee shall review annually a report by the Chief Financial Officer of the
Corporation of any hiring during the preceding fiscal year of partners and employees of the
Corporations independent auditor not falling within the foregoing circumstances, including
the identity and position within the Corporation of such hired persons.