EXHIBIT 99.4
 AGRIUM INC.
 RECONCILIATION WITH UNITED STATES GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES
FOR THE YEARS ENDED
DECEMBER 31, 2010, 2009 AND 2008




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AGRIUM
    INC.
  Reconciliation
    with United States Generally Accepted Accounting
    Principles
  December 31,
    2010
    For the year ended December 31,Reconciliation of net
    earnings under Canadian GAAP to U.S. GAAP

2010


2009


2008Net earnings, Canadian GAAP


714



366



1,322Non-controlling interests






(1)



(30)Net earnings including non-controlling interests, Canadian GAAP


714



365



1,292Stock-based compensation (a)


(22)



(7)



(6)Inventories and purchase commitments (b)






104



(104)Acquisition-related costs (c)


8



(45)



Stripping costs (d)


20



(16)



1Other


(1)



(6)



(15)Income tax effect of the above adjustments


(3)



(25)



46Net earnings, U.S. GAAP


716



370



1,214Net earnings attributable to non-controlling interests






1



30Net earnings attributable to common shareholders, U.S. GAAP


716



371



1,244Earnings per common share attributable to common
    shareholders, U.S. GAAP (including loss per share of
    discontinued operations of $0.11)Basic


4.55



2.36



7.89Diluted


4.54



2.36



7.84   For the year ended December 31,Comprehensive income
    under U.S. GAAP

2010


2009


2008Net earnings, U.S. GAAP


716



370



1,214Cash flow hedges, net of tax


(2)



(4)



(18)Foreign currency translation


80



94



(234)Funded status of defined benefit plans, net of tax (e)


(16)



12



(7)Available for sale financial assets, net of tax


(29)



29



Comprehensive income, U.S. GAAP


749



501



955Comprehensive income attributable to non-controlling interests






1



30Comprehensive income attributable to common shareholders, U.S.
    GAAP


749



502



985   As at December 31,Cumulative effect of
    adjustments from Canadian GAAP to U.S. GAAP on
    shareholders equity

2010


2009Shareholders equity, Canadian GAAP


5,347



4,592Stock-based compensation (a)


(39)



(17)Acquisition-related costs (c)


(37)



(45)Stripping costs (d)






(20)Funded status of defined benefit plans (e)


(70)



(48)Other


(47)



(46)Income tax effect of the above adjustments


51



48Equity attributable to common shareholders, U.S. GAAP


5,205



4,464Non-controlling interests


8



11Shareholders equity, U.S. GAAP


5,213



4,475




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AGRIUM
    INC.
  Reconciliation
    with United States Generally Accepted Accounting
    Principles
  December 31,
    2010
  For the year ended December 31,Reconciliation of
    statement of cash flows from Canadian GAAP to U.S.
    GAAP

2010


2009


2008Cash flows provided by operating activities, Canadian GAAP


575



1,399



1,058Acquisition-related costs


(37)



(45)



Stripping costs


20



(16)



1Other


(1)



(9)



(29)Accounts receivable securitization


(15)







Cash flows provided by operating activities, U.S. GAAP


542



1,329



1,030Cash flows used in investing activities, Canadian GAAP


(1,546)



(513)



(3,375)Acquisition-related costs


37



45



Stripping costs


(20)



16



(1)Other


1



9



29Cash flows used in investing activities, U.S. GAAP


(1,528)



(443)



(3,347)Cash flows provided by financing activities, Canadian GAAP


518



(315)



1,196Accounts receivable securitization


15







Cash flows provided by financing activities, U.S. GAAP


533



(315)



1,196Effect of foreign exchange rate changes on cash and cash
    equivalents


15



5



(14)Net increase (decrease) in cash and cash equivalents from
    continuing operations


(438)



576



(1,135)Cash and cash equivalents provided by discontinued operations


45







Cash and cash equivalents, beginning of year


933



374



1,509Deconsolidation of Egypt subsidiary






(17)



Cash and cash equivalents, end of year


540



933



374




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AGRIUM
    INC.
  Reconciliation
    with United States Generally Accepted Accounting
    Principles
  December 31,
    2010
  1.
    SIGNIFICANT
    DIFFERENCES BETWEEN CANADIAN AND U.S. GAAP  a)
    U.S. GAAP requires measurement at fair value of stock-based
    compensation plans classified as liabilities. Such liabilities
    under Canadian GAAP are measured at intrinsic value. The Company
    estimates the fair value of liabilities for employee stock-based
    compensation plan awards using a Black-Scholes option pricing
    model.  Assumptions used to
    calculate fair value of stock options

2010


2009


2008Risk-free interest rate (%)


2.2



3.8



2.2Expected volatility (%)


53.46



43.04



41.13Dividend rate (%)


0.12



0.18



0.32Expected term at grant date (in years)


10



10



10
   b)
    U.S. GAAP requires inventories to be carried at the lower of
    cost and market. Market is defined as current replacement cost,
    subject to a minimum of net realizable value less a normal
    profit margin, and a maximum of net realizable value. Under
    Canadian GAAP, the amount of an inventory write-down may differ
    from U.S. GAAP because Canadian GAAP requires inventories to be
    carried at the lower of cost and net realizable value without
    consideration of minimum or maximum values. U.S. GAAP inventory
    reserves at December 31, 2010 were nil (December 31,
    2009  $19-million, December 31, 2008 
    $320-million).c)
    Acquisition-related costs are excluded from the purchase price
    in a business combination and are expensed as incurred under
    U.S. GAAP, effective January 1, 2009. Under Canadian GAAP,
    effective through December 31, 2010, such amounts are
    included in the purchase price as part of goodwill. During the
    year ended December 31, 2010, acquisition-related costs of
    $37-million capitalized under Canadian GAAP were expensed under
    U.S. GAAP. In addition, during the year ended December 31,
    2010, acquisition-related costs of $45-million, previously
    capitalized under Canadian GAAP, were expensed upon expiry of
    our offer to acquire CF Industries Holdings, Inc. Under U.S.
    GAAP, these costs had been expensed when incurred in 2009.d)
    U.S. GAAP requires recognition of stripping costs directly as a
    component of the cost of inventory produced each period. Under
    Canadian GAAP, the Company capitalizes and amortizes stripping
    costs.e)
    U.S. GAAP requires recognition of the funded status of pension
    and other post-retirement defined benefit plans on the
    consolidated balance sheets, with changes in that funded status
    recorded as a component of other comprehensive income
    (OCI) in the period they occur. Canadian GAAP does
    not require similar treatment.f)
    Joint ventures  Under U.S. GAAP, interests in a joint
    venture where the venturer does not control the joint venture
    are to be accounted for using the equity method. Under Canadian
    GAAP, such joint ventures are proportionately consolidated when
    joint control exists. As permitted by specific exemptions
    provided by the SEC, adjustments to reflect the application of
    equity accounting have not been made. Application of the equity
    method would not result in differences to shareholders
    equity or net earnings.g)
    U.S. GAAP uses a more-likely-than-not threshold to determine
    recognition of uncertain tax positions. Canadian GAAP does not
    have a similar standard. U.S. GAAP also provides guidance that
    differs from Canadian requirements for classification, interest
    and penalties, and disclosure.h)
    U.S. GAAP requires disclosure on the face of the balance sheet
    of common shares authorized, issued and outstanding. The Company
    has unlimited authorized common share capital.i)
    Under U.S. GAAP, certain transfers of undivided interests in
    accounts receivable to Qualified Special Purpose Entities no
    longer qualify for sale accounting treatment in accordance with
    new accounting guidance. Such transfers are accounted for as
    secured borrowings. At December 31, 2010, under U.S. GAAP,
    the Companys accounts receivable would increase by
    $220-million and bank indebtedness would increase by
    $220-million.j)
    Reclassifications of stock-based compensation expense recorded
    under Canadian GAAP would be required under U.S. GAAP. The
    resulting presentation differences outlined below do not affect
    U.S. GAAP net earnings.  For the year ended December 31,Allocation of stock-based
    compensation expense under U.S. GAAP

2010


2009


2008Cost of product sold


9



5



(1)Selling expense


5



3



(1)General and administrative expense


118



72



(17)Total stock-based compensation expense


132



80



(19)




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AGRIUM
    INC.
  Reconciliation
    with United States Generally Accepted Accounting
    Principles
  December 31,
    2010
   k)
    Financing costs  The Company recorded $22-million as
    at December 31, 2010 (2009  $10-million) in
    unamortized costs relating to financing as a reduction to
    long-term debt under Canadian GAAP. Under U.S. GAAP, such costs
    are presented as non-current assets.l)
    Our accounting policy regarding planned major maintenance, which
    is consistent under Canadian GAAP and U.S. GAAP, is disclosed
    for U.S. GAAP purposes as follows:    m)
    U.S. GAAP requires presentation of non-controlling interest
    (NCI) in the shareholders equity section of
    the balance sheet, whereas Canadian GAAP presents NCI between
    liabilities and equity. U.S. GAAP requires consolidated net
    income attributable to the parent and to the NCI each to be
    separately identified and presented on the consolidated
    statement of operations whereas Canadian GAAP, presents NCI as a
    deduction from consolidated net earnings.n)
    Certain assets and liabilities of discontinued operations are
    classified as non-current under Canadian GAAP. U.S. GAAP
    requires assets and liabilities of discontinued operations to be
    classified as current.  2.
    ACCOUNTING
    PRONOUNCEMENTS  Recently
    Adopted Accounting Pronouncements
    Accounting for Transfers of Financial Assets
  New Consolidation Guidance for Variable Interest Entities
    (VIE) 
  Fair Value Measurement and Disclosures




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AGRIUM
    INC.
  Reconciliation
    with United States Generally Accepted Accounting
    Principles
  December 31,
    2010
   Recent
    Accounting Pronouncements Not Yet Adopted
    Multiple-deliverable Revenue Arrangements
  Disclosures about the Credit Quality of Financing Receivables
    and the Allowance for Credit Losses
  3.
    INCOME
    TAXES    Unrecognized tax
    benefits

2010


2009Opening balance


105



97Additions based on tax positions related to the current year






3Additions for tax positions of prior years


1



10Expiry of statute of limitations


(28)



(5)Closing balance


78



105
     4.
    PENSION
    AND OTHER POST RETIREMENT BENEFIT PLANS    5.
    BUSINESS
    ACQUISITIONS    Unaudited Pro Forma Consolidated Summary Results of
    Operations(prepared as if the

For the year endedacquisition of AWB Limited had occurred at the beginning of each
    year)

December 31,2010


2009Net sales


15,604



14,023Net earnings


668



175