EXHIBIT 99.1
 AGRIUM INC.
 ANNUAL INFORMATION FORM
 Year Ended December 31, 2010
 February 24, 2011




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##### 



TABLE OF
    CONTENTS  Form 51-102F2
  ReferencesIncorporated byIncorporated by


Reference fromReference from


the 2010the 2010


ConsolidatedAnnual


Managements


FinancialInformation


Discussion &


Statements andForm


Analysis


Notes theretoItem 1 Table of Contents


2Item 2 Forward-Looking Information


4Item 3 Corporate Structure


53.1 Name, Address and Incorporation


53.2 Intercorporate Relationships


5Item 4 General Development of the
    Business


5-104.1 Three Year History


54.2 Significant Acquisitions


9Item 5 Description of the Business


10-315.1 Business of Agrium


10a. Summary


10i. Products, Services and Markets


10


12-19, 20-32, 33-36ii. Transportation, Storage and
    Distribution


12iii. Selected Financial Information


12





Note 28b. Production Methods


12c. Competitive Position


13d. New Products


14e. Sources of Raw Materials


14


24-31f. Intangible Properties


14g. Seasonality


19h. Environmental Protection Requirements


19i. Environmental Practices and Policies


23j. Employees


245.2 Risk Factors


24


70-795.3 Mineral Projects


24a. Vanscoy Potash Operations


24i. Project Description and Location


24ii. Accessibility, Climate, Local Resources,
    Infrastructure and Physiography


25iii. History


26iv. Geological Setting


26v. Exploration


27vi. Mineralization


27vii. Drilling


27 2




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##### 



ReferencesIncorporated byIncorporated by


Reference fromReference from


the 2010the 2010


ConsolidatedAnnual


Managements


FinancialInformation


Discussion &


Statements andForm


Analysis


Notes theretoviii. Sampling and Analysis


28ix. Security of Samples


29x. Mineral Resource and Mineral Reserve
    Estimates


29xi. Mining Operations


29xii. Exploration and Development


30Item 6 Dividends


31Item 7 Description of Capital Structure


31-337.1 General Description of Capital
    Structure


31


557.2 Constraints


317.3 Credit Ratings


31Item 8 Market for Securities


33-348.1 Trading Price and Volume


338.2 Prior Sales


34Item 9  Escrowed Securities and
    Securities Subject to Contractual Restriction On Transfer


34Item 10 Directors and Officers


35-3710.1 Name, Occupation and Security
    Holding


3510.2 Cease Trade Orders, Bankruptcies,
    Penalties or Sanctions


3610.3 Conflicts of Interest


37Item 11 Promoters


37Item 12 Legal Proceedings and
    Regulatory Actions


37-38Item 13 Interest of Management and
    Others in Material Transactions


38Item 14 Transfer Agent, Registrar and
    Trustees


38Item 15 Interests of Experts


3815.1 Names of Experts


3815.2 Interests of Experts


38Item 16 Audit Committee


39-4116.1 Audit Committee Charter


3916.2 Composition of the Audit Committee


3916.3 Relevant Education and Experience of
    Members of the Audit Committee


3916.4 Pre-Approval Policies and Procedures


4016.5 External Auditor Service Fees (by
    category)


41Item 17 Additional Information


41Audit Committee Charter


42  3




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##### 



ITEM 2 
    FORWARD-LOOKING INFORMATION   4




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##### 



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
%Landmark Rural Holdings Limited

Western Australia


100
%Profertil S.A.

Argentina


50
%     
    Agriums Retail Business Unit, with net sales of
    $7.0-billion in 2010, operates in North and South America and
    Australia, providing crop inputs and services directly to
    farmers. On December 3, 2010, we completed the acquisition
    of AWB and commenced carrying on business in Australia.
    Agriums 2008 acquisition of a 100 percent interest in
    UAP Holding Corp. (UAP), one of the largest
    distributors of agricultural and non-crop products in North
    America, also significantly increased the number of
    Retails distribution centers.
    Agriums Wholesale Business Unit, with net sales of
    $3.7-billion in 2010, 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) and subsequent purchase in July 2010 of the
    remaining 30 percent interest in CMF (subsequently renamed
    Agrium Europe S.A. (Agrium Europe)) expanded
    Wholesales distribution capability internationally.
    Agriums Advanced Technologies Business Unit
    (AAT), with net sales of $390-million in 2010,
    produces and markets technologically advanced fertilizers and
    micronutrients for sale to the broad-based agriculture,
    specialty agriculture, professional turf and ornamental markets
    worldwide.  ITEM 4 
    GENERAL DEVELOPMENT OF THE BUSINESS
 4.1 THREE
    YEAR HISTORY  2008
   5




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##### 



®
  Acquisitions &
    Investments
      Incremental
    Expansion
  Smart ® ®
    2009
     6




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##### 



purchase-for-resale
    Acquisitions &
    Investments
    Incremental
    Expansion
    ®
  25-month
  2010
     7




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##### 



Acquisitions & Investments
     $11-million
    Incremental Expansion
    8




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##### 



4.2 SIGNIFICANT
    ACQUISITIONS               9




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##### 



ITEM 5 
    DESCRIPTION OF THE BUSINESS
 5.1 BUSINESS
    OF AGRIUM    a)
    SUMMARY  i)
    Products,
    Services and Markets  www.agrium.com www.sedar.com www.sec.gov.
  Retail
         10




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##### 



Wholesale
              Advanced
    Technologies
  ® ®
   11




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##### 



direct-to-market
  ii)
    Transportation,
    Storage and Distribution    iii)
    Selected
    Financial Information  www.agrium.com www.sedar.com www.sec.gov.
  b)
    PRODUCTION
    METHODS    Nitrogen-based
    fertilizers
         12




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##### 



Potash
    Phosphate
    Sulphate
    Fertilizer
    Technologies and Professional Products
    c)
    COMPETITIVE
    POSITION           13




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d)
    NEW
    PRODUCTS  tm tm tm
  e)
    SOURCES
    OF RAW MATERIALS  www.agrium.com www.sedar.com www.sec.gov.
  f)
    INTANGIBLE
    PROPERTIES    Trademark


CountriesA®

    DESIGN


Argentina, Canada, United StatesAGRITE®


AustraliaAGRIUM®


Argentina, Australia, Belize, Brazil, Bulgaria, Canada, Chile,
    China P.R., Columbia, Costa Rica, Czech, El Salvador, France,
    Great Britain, Greece, Guatemala, Honduras, Hungary, Indonesia,
    Ireland, Latvia, Lithuania, Mexico, New Zealand, Panama,
    Philippines, Peru, Portugal, Singapore, Slovak, Slovenia,
    Romania, Thailand, Turkey, United States, Venezuela, VietnamAGRIUMtm


Bolivia, Estonia, European Community (CTM), India, Italy, Kenya,
    Malaysia, Nicaragua, Nigeria, Pakistan, PortugalAGRIUM®

    and DESIGN


Argentina, Australia, Belize, Brazil, Bulgaria, Canada, Chile,
    China P.R., Columbia, Costa Rica, Czech, El Salvador, France,
    Great Britain, Greece, Guatemala, Honduras, Hungary, Indonesia,
    Ireland, Latvia, Lithuania, Mexico, New Zealand, Panama,
    Philippines, Peru, Portugal, Singapore, Slovak, Slovenia,
    Romania, Thailand, Turkey, United States, Venezuela, VietnamAGRIUMtm

and DESIGN


Bolivia, Estonia, European Community (CTM), India, Italy, Kenya,
    Malaysia, Nicaragua, Nigeria, Pakistan, PortugalAGRIUM ADVANCED
    TECHNOLOGIES®


Argentina, Australia, Benelux, Canada, Costa Rica, Chile,
    France, Germany, Great Britain, Ireland, Italy, Japan, Korea,
    Malaysia, Mexico, New Zealand, Singapore, Taiwan, Thailand,
    United StatesAGRIUM ADVANCED
TECHNOLOGIEStm


Brazil, China P.R., PhilippinesAGRIUM ADVANCED
    TECHNOLOGIES®

    and DESIGN


Argentina, Australia, Benelux, Canada, Costa Rica, Chile,
    France, Germany, Great Britain, Ireland, Italy, Japan, Korea,
    Malaysia, Mexico, New Zealand, Singapore, Taiwan, Thailand,
    United StatesAGRIUM ADVANCED
TECHNOLOGIEStm

and DESIGN


Brazil, China P.R., Philippines   14




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Trademark


CountriesAGRIUM WHERE THE
FUTURE IS GROWING and
DESIGNtm


Canada, United States, Australia, New ZealandAMP®


Canada, United StatesAMP
    DESIGN®


Canada, United StatesAWB
    SEEDS®


AustraliaBLACK
    LABEL®


Canada, United StatesBOLL
    BUSTER®


United StatesCHOICE WEATHER
    MASTER®


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


United States, CanadaDURATION
    CR®


Canada, China P.R., European Community (CTM), Japan, Malaysia,
    United StatesDURATION
CRtm


Brazil, India, Indonesia, Italy, Israel, Philippines, South
    Korea, Vietnam,DURATION
    CR®

    and DESIGN


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

and DESIGN


Brazil, India, Indonesia, Israel, South Korea, VietnamDURATION®


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


Brazil, China P.R., India, Indonesia, Israel, Mexico, VietnamESN and
    DESIGN®


Argentina, Australia, Canada, Chile, China P.R., European
    Community (CTM), Iceland, Japan, Liechtenstein, Malaysia,
    Mexico, Monaco, New Zealand, Norway, Switzerland,
    United States,ESN and
DESIGNtm


Brazil, Croatia, India, Indonesia, Israel, Philippines,
    San Marino, Korea, Turkey, VietnamESN®


Australia, Argentina, Canada, Chile, China P.R., European
    Community (CTM), Iceland, Japan, Liechtenstein, Malaysia,
    Mexico, Monaco, New Zealand, Switzerland, United StatesESNtm


Brazil, Croatia, India, Indonesia, Israel, Macedonia, Norway,
    Philippines, San Marino, Korea, Turkey, VietnamFERTIMAX®


AustraliaGENFARM®


AustraliaGROWING TOGETHER
and
DESIGNtm


Australia, Canada, New Zealand, United StatesHERBIMAX®


United StatesHELIOS®


United StatesINTENSITY
ONEtm


United States  15




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Trademark


CountriesLANDMARK®


AustraliaLI
    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 PRODUCTS and
    DESIGN®


United StatesMAKAZE®


United StatesMAKAZEtm


CanadaN-PACT®


Canada, United StatesNITROFORM®


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


China P.R., Italy, South KoreaNU-GRO®


Canada, China P.R., Hong Kong, JapanNU-GROtm


European Community (CTM), Malaysia, Philippines, South KoreaNU-SPEC®


Canada, Japan, United StatesNU-SPECtm


South KoreaNUTRALENE®


Australia, Canada, Denmark, Finland, France, Germany,
    Great Britain, Greece, Japan, Malaysia, New Zealand,
    Norway, Sweden, Thailand, United StatesNUTRALENEtm


China P.R., South KoreaPOLYON®


Australia, Canada, Chile, China P.R., European Community (CTM),
    Japan, Mexico, Great Britain, Korea, Singapore, United StatesPOLYONtm


Argentina, Brazil, Honduras, Malaysia, New Zealand, VietnamPOLYON and
    DESIGN®


Canada, United StatesPOLYON and
DESIGNtm


Argentina, Brazil, Chile, European Community (CTM), Honduras,
    Indonesia, Malaysia, VietnamPOLYON INSIDE and
    DESIGN®


Australia, China P.R., European Community (CTM),  Great Britain,
    Hong Kong, Japan, Mexico, Singapore, South Korea, United StatesPOLYON INSIDE
and
DESIGNtm


Canada, Chile, New ZealandPOLYON
    NPK®


United StatesPOLYON
NPKtm


Argentina, Brazil, Chile, European Community (CTM), VietnamPRECISE®


Chile, United StatesPRECISEtm


Argentina, Brazil, China P.R., European Community (CTM), India,
    Indonesia, Israel, Japan, Malaysia, Philippines, South Korea,
    VietnamPRECISE and
    DESIGN®


United States   16




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Trademark


CountriesPRECISE and
DESIGNtm


Argentina, Brazil, Chile, China P.R., European Community (CTM),
    India, Indonesia, Israel, Japan, Malaysia, Philippines, South
    Korea, VietnamRAINBOW®


Canada, United StatesRE-NFORCE®


United StatesRE-NFORCEtm


CanadaRISER®


Canada, United StatesRIFLE®


United StatesSALVO®


Canada, United StatesSNIPER®


Canada, United StatesTOMBSTONE
HELIOStm


United StatesULTRAYIELD and
    DESIGN®


Australia, Canada, European Community (CTM), Iceland, Japan,
    Liechtenstein, New Zealand, Switzerland, United StatesULTRAYIELD and
DESIGNtm


Argentina, China P.R., Croatia, Malaysia, MexicoWEATHER GARD
COMPLETEtm


United StatesXCU®


Australia, Brazil, Canada, Chile, China P.R., Japan, Malaysia,
    Mexico, New Zealand, South Korea, United StatesXCUtm


Argentina, Brazil, European Community (CTM) Honduras, India,
    Indonesia, Israel, Philippines, VietnamXCU and
    DESIGN®


Canada, Chile, Japan, United StatesXCU and
DESIGNtm


Argentina, Brazil, China P.R., European Community (CTM),
    Honduras, India, Indonesia, Israel, Malaysia, Mexico,
    Philippines, Vietnam     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 Thereof


US 6 663 686


U.S., CanadaControlled Release Fertilizer and Method for Production
    (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.   17




---



##### 



Title


Patent Number


CoverageMachine System and Process for Producing (Cont I) (Continuation
    of Polyon 292 patent)


US 5 547 486


U.S.Controlled Release Plant Nutrients


US 5 803 946


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


US 5 599 374


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


US 6 682 751


U.S.Controlled Release Fertilizer Composition


US 7 771 505


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.Herbicide Composition Comprising Herbicide Compound in Acid Form
    and Acidifying Agent


US 6 906 004


U.S., Australia, Brazil, Canada, Germany, France, UK, Italy,
    Japan,Herbicide Compositions Comprising Suspension Concentrate with
    Glyphosate Acid, Methods of Preparation, and Methods Of Use


US 7 776 790


U.S.Herbicide Microemulsion-Forming-Concentrates, Microemulsions,
    and Methods


US 6 803 345


U.S., Australia, Brazil, Canada, Germany, France, UK, ItalyHerbicide Microemulsion-Forming-Concentrates, Microemulsions,
    and Methods


US 7 094 735


U.S., Australia, Brazil, Canada, Germany, France, UK, Italy    18




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##### 



g)
    SEASONALITY  year-over-year quarter-over-quarter.
  h)
    ENVIRONMENTAL
    PROTECTION REQUIREMENTS          Contingent
    Environmental Liabilities
  United
    States Environmental Protection Agency Phosphate Industry
    Initiative
    Nu-West Right-to-Know
 19




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##### 



and/or
  Legacy
    Environmental Remediation Activities: Idaho Mining
    Properties
          Legacy
    Environmental Remediation Activities: Manitoba Mining
    Properties
       20




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##### 



Vanscoy
    potash operations
      Climate
    Change and Greenhouse Gas Issues
    2 2003-2005
  2 $3-million 2
     21




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##### 



cap-and-trade
    
    Agrium tracks our annual air emissions and have proactively
    undertaken projects designed to improve plant energy
    efficiencies and reduce emissions; and
    Agrium will continue to take a leadership role in the fertilizer
    industrys negotiations with governments on fair and
    equitable air emission reduction targets with a goal toward a
    pragmatic and realistic compliance system that preserves the
    global competitiveness of the industry.  2
  2 2
  2 2 2
   22




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##### 



Quantification
    of Costs of Environmental Protection Requirements
    i)
    ENVIRONMENTAL
    PRACTICES AND POLICIES         23




---



##### 



j)
    EMPLOYEES    Business Unit


Number of
    EmployeesRetail






10,500Wholesale






2,500Advanced Technologies






500Corporate






500Discontinued Operations






150Total



14,150          5.2 RISK
    FACTORS  www.agrium.com www.sedar.com www.sec.gov
 5.3
    MINERAL PROJECTS a)  Vanscoy Potash Operations  43-101  43-101),
  i)
    Project
    Description and Location   24




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##### 



ii)
    Accessibility,
    Climate, Local Resources, Infrastructure and
    Physiography         25




---



##### 



iii)
    History              iv)
    Geological
    Setting         26




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##### 



v)
    Exploration          vi)
    Mineralization      vii)
    Drilling  Original CM&S Drill Holes
  27




---



##### 



Recent VPO Drill Holes
         North Expansion Wildcat Drill Holes
 16-6 13-22 13-1.
  viii)
    Sampling
    and Analysis           28




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ix)
    Security
    of Samples    x)
    Mineral
    Resource and Mineral Reserve Estimates    VPO
    Mineral Reserve & Resource Summary as of
    December 31, 2010
  MineralReserves -



Measured



Indicated



InferredGrade







Proven and



Mineral



Mineral



MineralEST. %







Probable



Resources



Resources



ResourcesK20



%



(Millions of



(Millions of



(Millions of



(Millions ofAREA


(Total)



Insols



Tonnes) (a)



Tonnes)



Tonnes)



Tonnes)Technical Report  Unitized Area
    (as of August 31/09)



24.44




4.67




70.027




0.000




0.000




0.000Technical Report  South Block
    (as of August 31/09)



24.90




4.83




54.097




77.075




35.925




125.113Technical Report  North Expansion Block
    (as of August 31/09)



24.44




4.67




0.000




0.000




0.000




75.520TECHNICAL REPORT TOTAL













124.125




77.075




35.925




200.633Unitized Area
    (as of December 31/10)



24.69




4.70




63.225
(d)



0.0




0.0




0.0South Block
    (as of December 31/10)



25.18




4.83




69.202




112.697




0.00




109.219
(b)North Expansion Block
    (as of December 31/10)



24.44
(c)



4.67
(c)



0.0




0.0




0.00




74.434TOTAL













132.427




112.697




0.00




183.654  (a)
    
    Proven and Probable Mineral
    Reserves are combined in this report as probable reserves move
    to proven reserves at a significant rate as mining progresses
    and proven estimates would be soon outdated. Mineral Resources
    are reported exclusive of Mineral Reserves.(b)
    
    Due to the continuity of the
    deposit, it is appropriate to apply the South Block average
    grade to the South Block Inferred Resources.(c)
    
    Grades applied from 40 year
    historical averages.(d)
    
    70.027 mt (Technical Report
    Reserve) −3.852 mt (Production since August 31/09)
    −10.574 mt (Mining Losses) + 7.624 mt (Mining Gains) =
    63.225 mt (Updated Reserve) Mining losses include the removal of
    lands to the west of the mine where exploration drill holes
    indicated significant brine volumes in the immediately overlying
    Dawson Bay Formation and the common boundary with PCS Cory
    providing a buffer pillar on the eastern edge of the Unitized
    Area. As the mine continues to deal with a brine inflow that
    occurred in 1986, it was deemed prudent to remove lands with
    significant water potential from any mining plans. Mining gains
    occurred mainly in Section 3 of
    36-8W3rd,
    where geological problems were less than anticipated.    xi)
    Mining
    Operations   29




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##### 



Production Forecast
   Markets
   Contracts
   Environmental Considerations
   Taxes
 $3.8-million
  Mine Life
   Payback
   xii)
    Exploration
    and Development    and/or
 30




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ITEM 6 
    DIVIDENDS      Dividends per Share Paid or PayableCommon Shares2008


$0.112009


$0.112010


$0.11  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       31




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##### 



Standard & PoorsDBRS Limited


Moodys Investors
    Service


Rating ServicesSenior Unsecured Notes
    and Debentures


BBB


Baa2


BBBRatings Outlook


Stable


Stable


Stable   DBRS
    Limited (DBRS)
    $1.208-billion
  Moodys
    Investors Service (Moodys)
      Standard &
    Poors Rating Services (S&P)
   32




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##### 



ITEM 8 
    MARKET FOR SECURITIES 8.1
    TRADING PRICE AND VOLUME      Month


High Price



Low Price



Closing Price



Volume(2010)


($Canadian)



($Canadian)



($Canadian)



(in 000s)January



73.40




60.00




60.14




19,261,678February



70.15




60.80




68.14




16,545,419March



74.60




67.93




71.82




16,649,272April



72.25




60.76




63.42




18,106,346May



64.00




55.05




58.85




18,881,728June



58.15




51.39




52.00




17,128,634July



65.25




51.84




64.70




20,299,279August



74.72




64.45




74.25




30,136,252September



81.04




74.12




77.20




17,875,979October



91.25




73.91




90.22




19,541,087November



90.92




78.16




82.25




19,322,640December



92.19




80.18




91.50




15,233,159  33




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##### 



Month


High Price



Low Price



Closing Price



Volume(2010)


($U.S.)



($U.S.)



($U.S.)



(in 000s)January



71.11




56.10




56.35




50,128,322February



67.22




56.85




64.75




49,637,784March



73.85




64.84




70.63




47,470,804April



71.45




59.83




62.41




37,258,502May



63.24




51.41




54.89




41,238,570June



55.93




48.83




48.94




30,316,222July



63.46




47.96




63.00




41,285,424August



70.76




62.77




69.57




65,875,521September



78.96




70.20




74.99




31,074,036October



89.16




72.32




88.51




39,522,961November



89.69




76.33




80.23




41,735,710December



92.56




79.64




91.75




37,500,100  8.2
    PRIOR SALES     ITEM 9 
    ESCROWED SECURITIES AND SECURITIES
    SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER   34




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##### 



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








Prior principal occupation(Name and Municipality of


Director


Present principal occupation or


or employment within theResidence)


Since


employment


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


1993


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


Corporate DirectorRalph S. Cunningham
    (2)(3)Houston, Texas, U.S.A.


1996


Board Chair of Enterprise Products Holdings, LLC


President and Chief Executive Officer of EPE Holdings, LLC,
    Interim President and Chief Executive Officer, Enterprise
    Products GP, LLC; Group Executive Vice President and Chief
    Operating Officer, Enterprise Products GP, LLC; Corporate
    DirectorRussell K. Girling
    (1)(2)
    Calgary, Alberta, Canada


2006


President and Chief Executive Officer, and Director, of
    TransCanada Corporation


Chief Operating Officer of TransCanada Corporation, President,
    Pipelines of TransCanada Corporation, Chairman and Chief
    Executive Officer of TC Pipelines GP, Inc., Executive Vice
    President, Corporate Development and Chief Financial Officer,
    TransCanada CorporationSusan A. Henry
    (3)(4)Ithaca, New York, U.S.A.


2001


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


Dean of the College of Agriculture and Life SciencesRussell J. Horner
    (2)(3)(4)West Vancouver, British Columbia, Canada


2004


Corporate Director


President and Chief Executive Officer, Catalyst Paper
    Corporation; Corporate DirectorDavid J. Lesar
    (1)(4)Dubai, United Arab Emirates


2010


Board Chair, President and Chief Executive Officer of
    Halliburton Company


Same as presentJohn E. Lowe
    (1)(3)Houston, Texas, U.S.A.


2010


Assistant to the Chief Executive Officer of ConocoPhillips


Executive Vice President of Exploration & Production,
    Executive Vice President of Commercial and Executive Vice
    President of Planning, Strategy and Corporate Affairs of
    ConocoPhillipsA. Anne McLellan, P.C.
    (1)(4)Edmonton, Alberta, Canada


2006


Corporate Director


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


2008


Corporate Director


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


Same as present  (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 35




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##### 



Executive
    Officers
  Executive Officers (Name and


Present position with the Corporation and


Prior principal occupation or employmentMunicipality of Residence)


Principal Occupation


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


President & Chief Executive Officer


Same as presentGary J. Daniel
    Calgary, Alberta, Canada


Corporate Secretary & Senior Legal Counsel


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


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


Vice President, Manufacturing, AgriumPatrick J. Freeman
    Calgary, Alberta, Canada


Vice President & Treasurer


Same as presentRichard L. Gearheard
    Fort Collins, Colorado, U.S.A.


Senior Vice President, and President, Retail Business Unit


Same as presentJames M. Grossett
    Bragg Creek, Alberta, Canada


Senior Vice President, Human Resources


Same as presentKevin R. Helash
    High River, Alberta, Canada


Vice President, Marketing & Distribution


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


Vice President, Corporate Controller & Chief Risk Officer


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


Vice President, Manufacturing


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


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


Senior Vice President, Corporate Development & Strategy,
    AgriumLeslie A. ODonoghue
    Calgary, Alberta, Canada


Chief Legal Officer & Senior Vice President, Business
    Development


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


General Counsel


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


Vice President, Special Projects


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


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


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


Senior Vice President, Finance & Chief Financial Officer


Same as presentRon A. Wilkinson
    Bragg Creek, Alberta, Canada


Senior Vice President, and President, Wholesale Business Unit


Senior Vice President, North America Wholesale, Agrium    10.2
    CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR
    SANCTIONS    
    was subject to an order that was issued while the director or
    executive officer was acting in the capacity as director, chief
    executive officer or chief financial officer; or
    was subject to an order that was issued after the director or
    executive officer ceased to be a director, chief executive
    officer or chief financial officer and which resulted from an
    event that occurred while that person was acting in the capacity
    as director, chief executive officer or chief financial officer. 36




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
    a cease trade order;
    an order similar to a cease trade order; or
    an order that denied the relevant company access to an exemption
    under securities legislation.    
    is, as at February 24, 2011, or has been within the ten
    years prior to February 24, 2011, 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 24, 2011, 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.  In re Mirant Corporation, et al., Case #03-46590
    (DML) United States Bankruptcy Court of the Northern
    District of Texas, Ft. Worth Division.
 10.3
    CONFLICTS OF INTEREST   ITEM 11 
    PROMOTERS   ITEM 12 
    LEGAL PROCEEDINGS AND REGULATORY ACTIONS    Oil-For-Food
   37




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##### 



ITEM 13 
    INTEREST OF MANAGEMENT AND OTHERS IN
    MATERIAL TRANSACTIONS   ITEM 14 
    TRANSFER AGENT, REGISTRAR, AND TRUSTEES  The transfer agent and registrar for the
    Corporations common shares:


The trustee for the Corporations unsecured notes
    and debentures:CIBC Mellon Trust Company


The Bank of New York MellonP.O. Box 7010


Bondholder RelationsAdelaide Street Postal Station


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


East Syracuse, NY, USA, 130571-800-387-0825
    or 1-416-643-5500


1-800-254-2826   ITEM 15 
    INTEREST OF EXPERTS  15.1
    NAMES OF EXPERTS    43-101
 15.2
    INTERESTS OF EXPERTS     38




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##### 



ITEM 16 
    AUDIT COMMITTEE 16.1
    AUDIT COMMITTEE CHARTER   16.2
    COMPOSITION OF THE AUDIT COMMITTEE   16.3
    RELEVANT EDUCATION AND EXPERIENCE OF MEMBERS OF THE AUDIT
    COMMITTEE  Name(Director Since)


Principal Occupation and Full BiographyMr. Victor J. ZaleschukB.Comm., CA
    Calgary, Alberta, Canada
    (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.
    Mr. Zaleschuk is also 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.
   Mr. Russell K. GirlingB. Comm., M.B.A. (Finance)Calgary, Alberta, Canada(May 9, 2006)
Other Public Directorships
   TransCanada Corporation, a diversified energy and pipeline company (TSX, NYSE)


Mr. Girling is the President and Chief Executive Officer of
    TransCanada Corporation, a diversified energy and pipeline
    company (having been appointed in July 2010), and the former
    Chief Operating Officer of TransCanada Corporation.
    Mr. Girling is a former Chairman of each of the Interstate
    Natural Gas Association of America (INGAA) and the Natural Gas
    Council (NGC), and a former director of the Canadian Energy
    Pipeline Association (CEPA). Mr. Girling is the former Board
    Chair and Chief Executive Officer of TC Pipelines GP, Inc., (the
    general partner of TC Pipelines, L.P. (a pipeline limited
    partnership)), 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, Pipelines, of TransCanada Corporation, President of
    TransCanada Gas Services, a division of TransCanada Corporation,
    Executive Vice President, Power of TransCanada Energy, and
    Executive Vice President, Corporate Development & Chief
    Financial Officer of TransCanada Corporation. Mr. Girling is
    also a former director of the Alberta Childrens Hospital
    Fund.
   39




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##### 



Name


Principal Occupation and Full
    Biography(Director Since)Mr. David J. LesarB.Sc., M.B.A., C.P.A.Dubai, United Arab Emirates(May 12, 2010)
Other Public Directorships
   Halliburton Company, a global oilfield service company (NYSE)


Mr. Lesar is, and has been since 2000, Chairman, President and
    Chief Executive Officer of Halliburton Company (a global
    oilfield service company). Mr. Lesar serves on the Board of
    Directors of the American Petroleum Institute, and is a former
    director of Lyondell Chemical Company (a chemical manufacturing
    company), and Mirant Corporation (a power company).   Mr. John E. LoweB.Sc. (Finance & Accounting)Houston, Texas, U.S.A.(May 12, 2010)
Other Public Directorships
   DCP Midstream GP, LLC, the general partner of DCP Midstream Partners L.P., a midstream energypartnership (NYSE)


Mr. Lowe is currently Assistant to the Chief Executive Officer
    of ConocoPhillips (an integrated energy company), after having
    been Executive Vice President of Exploration & Production
    from September 2007 to October 2008, Executive Vice President of
    Commercial from April 2006 to September 2007, Executive Vice
    President of Planning, Strategy and Corporate Affairs from
    August 2002 to April 2006, and has held various executive and
    managerial positions with ConocoPhillips for more than
    25 years. He is currently a director of DCP Midstream, LLC
    (a midstream energy company) and a former director of Chevron
    Phillips Chemical Co. LLC (a global petrochemicals company). Mr.
    Lowe is a member of the Board of Trustees for the Houston Museum
    of Natural Science, is on the Texas Childrens Hospital
    West Campus Advisory Council, and is a former director of the
    National Association of Manufacturers.   Ms. Anne McLellan, P.CB.A., LL.B, LL.MEdmonton, Alberta, Canada(September 28, 2006)
Other Public Directorships
   Nexen Inc., an energy company (TSX, NYSE)
   Cameco Corporation, a uranium company (TSX, NYSE)


Ms. McLellan, a four-term Member of Parliament for Edmonton
    Centre, has approximately 30 years of political, policy
    making, and legal experience. Ms. McLellan served as Deputy
    Prime Minister from December 2003 to January 2006 and throughout
    her career has held numerous ministerial posts, including
    Minister of Natural Resources, Minister of Justice and Attorney
    General, Minister of Health and the first Minister of Public
    Safety and Emergency Preparedness. Ms. McLellan is the
    Distinguished Scholar in Residence at the Institute for United
    States Policy Studies at the University of Alberta. Ms. McLellan
    is a director of the Edmonton Regional Airports Authority, a
    director of Canadian Business for Social Responsibility (CBSR),
    a member of the TD Securities Energy Advisory Board, Counsel at
    the law firm of Bennett Jones LLP, and a member of various
    charitable and community boards. Ms. McLellan taught law at the
    Universities of New Brunswick and Alberta. Ms. McLellan holds a
    Bachelor of Arts and a Bachelor of Laws degree from Dalhousie
    University and a Masters of Law degree from Kings College,
    University of London.  16.4
    PRE-APPROVAL POLICIES AND PROCEDURES   40




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##### 



16.5
    EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)    Category


Year Ended December 31,2010



2009CAD$



CAD$Audit
    Fees(1)



3,079,600




3,310,050Audit-Related Fees



NIL




NILTax
    Fees(2)



490,288




251,532All Other Fees



NIL




NILTotal



3,569,888




3,561,582  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 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. ITEM 17 
    ADDITIONAL INFORMATION    www.agrium.com www.sedar.com www.sec.gov.
 41




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##### 



SCHEDULE 16.1
  AGRIUM
    INC.
 AUDIT
    COMMITTEE  CHARTER
  PART I
  Establishment
    of Committee
  1.
    Committee      a)
    the quality and integrity of the financial statements and
    related disclosure of the Corporation;b)
    compliance by the Corporation with legal and regulatory
    requirements that could have a material effect upon the
    financial position of the Corporation and that are not subject
    to the oversight of another committee of the Board;c)
    the independent auditors qualifications and
    independence; andd)
    the performance of the Corporations internal audit
    function and independent auditor.  2.
    Composition
    of Committee    a)
    an independent director for the purposes of and pursuant to the
    Corporations Corporate Governance Guidelines;b)
    an independent director as defined in and for the
    purposes of any applicable governance guidelines or listing
    standards of any stock or securities exchange upon which the
    securities of the Corporation are from time to time listed;c)
    an independent director for the purposes of any
    applicable corporate, securities or other legislation or any
    rule, regulation, instrument, policy, guideline or
    interpretation under such legislation; andd)
    financially literate.      3.
    Appointment
    of Committee Members   42




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##### 



PART II
  Committee
    Procedure
  4.
    Vacancies    5.
    Committee
    Chair    6.
    Absence
    of Chair    7.
    Secretary
    of Committee    8.
    Regular
    Meetings    9.
    Special
    Meetings    10.
    Quorum    11.
    Notice
    of Meetings  e-mail
 43




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##### 



12.
    Agenda    13.
    Delegation    14.
    Access    15.
    Attendance
    of Officers at a Meeting    16.
    Procedure,
    Records and Reporting    17.
    Outside
    Consultants or Advisors    PART III
  Mandate
    of Committee
  18.
    Oversight
    in Respect of Financial Disclosure and Accounting
    Practices    a)
    meet with management and the independent auditor to review and
    discuss, and to recommend to the Board for approval prior to
    public disclosure, the audited annual financial statements,
    including reviewing the specific disclosures in
    managements discussion and analysis of financial condition
    and results of operations;b)
    review, discuss with management and the independent auditor, and
    recommend to the Board for approval prior to public disclosure:  (i)
    the annual information form;(ii)
    the portions of the management proxy circular, for any annual or
    special meeting of shareholders, containing significant
    information within the Committees mandate; 44




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##### 



(iii)
    all financial statements included in prospectuses or other
    offering documents;(iv)
    all prospectuses and all documents which may be incorporated by
    reference in a prospectus, other than any pricing supplement
    issued pursuant to a shelf prospectus; and(v)
    any significant financial information respecting the Corporation
    contained in a material change report.  c)
    meet with management and the independent auditor to review and
    discuss, and to approve prior to public disclosure, the
    unaudited quarterly financial statements, including reviewing
    the specific disclosures in managements discussion and
    analysis of financial condition and results of operations, and
    the quarterly interim reports;d)
    review, discuss with management and the independent auditor, and
    approve prior to public disclosure:  (i)
    any unaudited interim financial statements, other than quarterly
    statements; and(ii)
    any audited financial statements, other than annual statements,
    required to be prepared regarding the Corporation or its
    subsidiaries or benefit plans if required to be made publicly
    available or filed with a regulatory agency;  e)
    review and discuss with management and the independent auditor
    prior to public disclosure:  (i)
    each press release that contains significant financial
    information respecting the Corporation or contains estimates or
    information regarding the Corporations future financial
    performance or prospects;(ii)
    the type and presentation of information to be included in such
    press releases (in particular, the use of pro forma
    or adjusted non-GAAP information); and(iii)
    financial information and earnings guidance provided to analysts
    and rating agencies;    f)
    receive and review reports from the Corporations
    Disclosure Committee;  g)
    review with management and the independent auditor major issues
    regarding accounting principles and financial statement
    presentations, including any significant changes in the
    Corporations selection or application of accounting
    principles, and major issues as to the adequacy of the
    Corporations internal controls and any special audit steps
    adopted in light of material control deficiencies;h)
    based on its review with management and the independent auditor,
    satisfy itself as to the adequacy of the Corporations
    procedures that are in place for the review of the
    Corporations public disclosure of financial information
    that is extracted or derived from the Corporations
    financial statements, and periodically assess the adequacy of
    those procedures;  i)
    review with management and the independent auditor (including
    those of the following that are contained in any report of the
    independent auditor): (1) any analyses prepared by
    management or the independent auditor setting forth significant
    financial reporting issues and judgments made in connection with
    the preparation of the financial statements, including analyses
    of the effects of alternative GAAP methods on the financial
    statements; (2) all critical accounting policies and
    practices to be used by the Corporation in preparing its
    financial statements, (3) all material alternative
    treatments of financial information within GAAP that have been
    discussed with management, ramifications of the use of these
    alternative treatments, and the treatment preferred by the
    independent auditor, and (4) other material communications
    between the independent auditor and management, such as any
    management letter or schedule of unadjusted differences; 45




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j)
    review with management and the independent auditor the effect of
    regulatory and accounting initiatives as well as off-balance
    sheet structures and transactions on the Corporations
    financial statements;  k)
    review the plans of management, the independent auditor and the
    Manager, Internal Audit regarding any significant changes in
    accounting practices or policies and the financial and
    accounting impact thereof;  l)
    review with management, the independent auditor and, if
    necessary, legal counsel, any litigation, claim or contingency,
    including tax assessments, that could have a material effect
    upon the financial position of the Corporation, and the manner
    in which these matters have been disclosed in the financial
    statements;m)
    review disclosures by the Corporations Chief Executive
    Officer and Chief Financial Officer during their certification
    process about any significant deficiencies in the design or
    operation of internal controls or material weaknesses therein
    and any fraud involving management or other employees who have a
    significant role in the Corporations internal controls;  n)
    discuss with management the Corporations material
    financial risk exposures and the steps management has taken to
    monitor and control such exposures, including the
    Corporations financial risk assessment and financial risk
    management policies; ando)
    periodically meet with management separately from the Manager,
    Internal Audit, or the independent auditor to discuss matters
    within the Committees purview.  19.
    Oversight
    in Respect of the Independent Auditor      a)
    review at least annually the independence of the independent
    auditor, including the independent auditors formal written
    statement of independence delineating all relationships between
    itself and the Corporation, review all such relationships, and
    consider applicable auditor independence standards;b)
    consider whether, in order to assure continuing auditor
    independence, there should be regular rotation of the auditing
    firm itself;c)
    ensure the rotation of the lead (or coordinating) audit partner
    having primary responsibility for the audit and the audit
    partner responsible for reviewing the audit as required by law;d)
    review at least annually the independent auditors written
    report on its own internal quality control procedures; any
    material issues raised by the most recent internal quality
    control review, or peer review, of the independent auditor, or
    by any inquiry or investigation by governmental or professional
    authorities, within the preceding five years respecting one or
    more independent audits carried out by the independent auditor,
    and any steps taken to deal with such issues;e)
    review and evaluate the experience, qualifications and
    performance of the senior members of the audit team of the
    independent auditor; 46




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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.  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 47




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(ii)
    such services were not recognized by the Corporation at the time
    of the engagement to be non-audit services; and(iii)
    such services are promptly brought to the attention of the
    Committee and approved prior to the completion of the audit by
    the Committee or by one or more members of the Committee to whom
    authority to grant such approvals has been delegated by the
    Committee;  b)
    disclose, through the Corporations periodic reports filed
    with applicable regulatory agencies, the approval by the
    Committee of a non-audit service to be performed by the
    independent auditor; and  c)
    if the Committee so chooses, delegate to one or more designated
    members of the Committee the authority to grant pre-approvals
    required by this section, provided that the decision of any
    member to whom authority is delegated to pre-approve a service
    shall be presented to the Committee at its next scheduled
    meeting.    21.
    Oversight
    in Respect of the Internal Audit Function    a)
    review the annual audit plans of the Manager, Internal Audit;b)
    review the significant findings prepared by the Manager,
    Internal Audit and recommendations issued by any external party
    relating to internal audit issues, together with
    managements response thereto;c)
    monitor compliance with the Corporations
    conflicts-of-interest
    policies that may have a material impact on the financial
    statements;d)
    review the adequacy of the resources of the Manager, Internal
    Audit to ensure the objectivity and independence of the internal
    audit function;e)
    consult with management on managements appointment,
    replacement, reassignment or dismissal of the Manager, Internal
    Audit;  f)
    periodically review executive officers expenses and
    aircraft usage reports; and  g)
    ensure that the Manager, Internal Audit has access to the Chair,
    the Chair of the Board, the Chief Executive Officer, and the
    Chief Financial Officer, and periodically meet separately with
    the Manager, Internal Audit to review any problems or
    difficulties he or she may have encountered and specifically:  (i)
    any difficulties that were encountered in the course of the
    audit work, including restrictions on the scope of activities or
    access to required information, and any disagreements with
    management;(ii)
    any changes required in the planned scope of the internal
    audit; and(iii)
    the internal audit functions responsibilities, budget and
    staffing;    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; 48




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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  day-to-day
  24.
    Funding
    for Audit and Oversight Functions    25.
    Committee
    Evaluation    26.
    Review
    of Committees Charter    27.
    Non-Exhaustive
    List   49




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##### 



EXHIBIT A
  Hiring
    Policies Regarding Partners and Employees of the Independent
    Auditor
    and Certain of Their Family Members
    a)
    the hiring, for any position within the Corporation, of anyone
    who has served as a partner or employee of the independent
    auditor and who was a member of the Corporations audit
    team during any of the preceding three fiscal years; or  b)
    the hiring, for a senior position within the Corporation
    (including any accounting or financial reporting oversight
    role), of anyone who (i) has served as a partner or
    employee of the independent auditor during any of the preceding
    three fiscal years, regardless whether that person was a member
    of the Corporations audit team, or (ii) has served as
    a partner or employee of the independent auditor and
    (A) continues to influence the independent auditors
    operations or financial policies, (B) has capital balances
    in the independent auditor, or (C) has financial
    arrangements with the independent auditor other than a fully
    funded retirement plan providing the regular payment of fixed
    sums; or  c)
    the hiring, for any accounting or financial reporting oversight
    role within the Corporation, of the spouse or spousal
    equivalent, parent, dependent, nondependent child, or sibling of
    anyone who, during any of the preceding three fiscal years, has
    served as a partner or employee of the independent auditor and
    who (i) was a member of the Corporations audit team,
    (ii) supervised or had direct management responsibility for
    the audit (including at all successively senior levels through
    the independent auditors chief executive),
    (iii) evaluated the performance or recommended the
    compensation of the audit engagement partner, (iv) provided
    quality control or other oversight of the audit,
    (v) provided 10 or more hours of non-audit services to the
    Corporation (or expects so to provide), or (vi) served in
    the office of the independent auditor in which the lead audit
    engagement partner primarily practiced in connection with the
    audit.     50