UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 40-F
  o Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
 Or
 þ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
 For fiscal year ended:
    
    December 31, 2010Commission file number:
    
    No. 001-14460
 AGRIUM INC.
  Canada
 2870
 98-0346248
 13131 Lake Fraser Drive S.E.
Calgary, Alberta
T2J 7E8 Canada
(403) 225-7000
 CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
U.S.A.
(212) 894-8940




---



##### 



Title of each class:
    
    Name of each exchange on which registered:Common Shares
    
    New York Stock Exchange
  Not Applicable
  Not Applicable
  þ þ
  157,665,210 Common Shares outstanding as of December 31, 2010
  Yes  þ
    
    No  o
  Yes  o
    
    No  o




---



##### 



PRINCIPAL DOCUMENTS
  (1)
    
    Annual Information Form for the Year Ended December 31, 2010 (included as
Exhibit 99.1 hereto);
 (2)
    
    Managements Discussion and Analysis from the 2010 Annual Report to
Shareholders (included as Exhibit 99.2 hereto);
 (3)
    
    Audited Annual Financial Statements for the Year Ended December 31, 2010
(included as Exhibit 99.3 hereto); and
 (4)
    
    Item 18 Reconciliation with United States Generally Accepted Accounting
Principles For the Years Ended December 31, 2010, 2009 and 2008.
 DISCLOSURE CONTROLS AND PROCEDURES
 A.
    
    CertificationsThe required disclosure is
included in Exhibits 99.8  99.11 to this Annual Report
on Form 40-F.B.
    
    Evaluation of Disclosure Controls and ProceduresAgrium Inc. (the Registrant) maintains disclosure controls and procedures and
internal control over financial reporting designed to ensure that information required to be
disclosed in the Registrants filings under the Securities Exchange Act of 1934, as amended
(the Exchange Act) is recorded, processed, summarized and reported within the time period
specified in the rules and forms of the Securities and Exchange Commission (the SEC). The
Registrants Chief Executive Officer (CEO) and Chief Financial Officer (CFO), after
having evaluated the effectiveness of the Registrants disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period
covered by this report have concluded that, as of such date, the Registrants disclosure
controls and procedures were effective to ensure that information required to be disclosed
by the Registrant in reports that the Registrant files or submits under the Exchange Act is
(i) recorded, processed, summarized and reported, within the time periods specified in the
SECs rules and forms, and (ii) accumulated and communicated to management, including its
principal executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required disclosure. However,
as recommended by the SEC in its adopting release, the Registrant will continue to
periodically evaluate its disclosure controls and procedures and will make modifications
from time to time as deemed necessary to ensure that information is recorded, processed,
summarized and reported within the time periods specified in the SECs rules and forms.
Based on this evaluation, the CEO and CFO concluded that as of December 31, 2010, the
Registrant did maintain effective internal control over financial reporting.




---



##### 



The Registrants disclosure controls and procedures are designed to provide reasonable
assurance of achieving their objectives and, as indicated in the preceding paragraphs, the
CEO and CFO believe that the Registrants disclosure controls and procedures are effective
at that reasonable assurance level, although the CEO and CFO do not expect that the
disclosure controls and procedures or internal control over financial reporting will prevent
all errors and fraud. A control system, no matter how well conceived or operated, can
provide only reasonable, not absolute, assurance that the objectives of the control system
are met.C.
    
    Managements Annual Report on Internal Control Over Financial ReportingThe required disclosure is included in the Managements Report that accompanies the
Registrants Consolidated Financial Statements for fiscal years ended December 31, 2010,
2009 and 2008 filed as part of this Annual Report on Form 40-F.The Registrant acquired AWB Limited (AWB) on December 3, 2010 for total cash
consideration of approximately AUD $1.236 billion (approximately $1.208 billion) and on
December 15, 2010 the Registrant entered into a definitive agreement to dispose of the
majority of the Commodity Management business of AWB to Cargill Inc., in each case as more
fully described in Notes 3 and 4 of the Registrants Audited Annual Financial Statements for
the Year Ended December 31, 2010 filed as Exhibit 99.3 to this Annual Report on Form 40-F. In
conducting their
evaluation of the effectiveness of the Registrants internal controls over
financial reporting, the CEO and CFO excluded the internal controls within AWB and its
subsidiaries due to the proximity to year-end of the AWB acquisition and subsequently
announced disposition. AWBs operations since the date of the acquisition constituted less
than 5% of the Registrants consolidated revenues and income before income taxes and
less than 19% and 27% of total and net assets, respectively, as of and for the year
ended December 31, 2010.D.
    
    Attestation Report of the Independent Registered Public Accounting FirmThe required disclosure is included in the Independent Auditors Report of Registered
Public Accounting Firm that accompanies the Registrants Consolidated Financial Statements
for the fiscal year ended December 31, 2010, filed as part of
this Annual Report on Form 40-F as Exhibit 99.7.  See Controls & Procedures in Managements Discussion and Analysis for the fiscal
year ended December 31, 2010 filed as part of this Annual Report on Form 40-F.E.
    
    Changes in Internal Control Over Financial ReportingThere was no change in the Registrants internal control over financial reporting that
occurred during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, its internal control over financial reporting.
 AUDIT COMMITTEE FINANCIAL EXPERT




---



##### 



CODE OF ETHICS
 www.agrium.com
 www.agrium.com
  NOTICES PURSUANT TO REGULATION BTR
  PRINCIPAL ACCOUNTANT FEES AND SERVICES
   Category
    
    Year Ended December 312009
    
    
    2010CAD $
    
    
    CAD $Audit Fees(1)
    
    
    3,310,050
    
    
    
    3,079,600Audit-Related Fees
    
    Nil
    
    
    NilTax Fees(2)
    
    
    251,532
    
    
    
    490,288All Other Fees
    
    Nil
    
    
    NilTotal
    
    
    3,561,582
    
    
    
    3,569,888
 (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.




---



##### 



AUDIT COMMITTEES PRE-APPROVAL POLICIES AND PROCEDURES
  OFF-BALANCE SHEET ARRANGEMENTS
  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
  IDENTIFICATION OF THE AUDIT COMMITTEE
  UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 A.
    
    UndertakingThe Registrant undertakes to make available, in person or by telephone, representatives
to respond to inquiries made by the staff of the SEC, and to furnish promptly, when
requested to do so by the SEC staff, information relating to the securities in relation to
which the obligation to file an annual report on Form 40-F arises or transactions in said
securities.B.
    
    Consent to Service of ProcessThe Registrant has previously filed with the SEC a Form F-X in connection with the
Common Shares.Any change to the name or address of the Registrants agent for service shall be
communicated promptly to the SEC by amendment to the Form F-X referencing the file number of
the Registrant.




---



##### 



SIGNATURES
  AGRIUM INC.Date:  March 7, 2011
    By:
    /s/  Michael M. WilsonName:
    Michael M. WilsonTitle:
    President & Chief Executive Officer




---



##### 



EXHIBIT INDEX
 Exhibits
    
    Description99.1
    
    Annual Information Form for the Year Ended December 31, 201099.2
    
    Managements Discussion and Analysis from the 2010 Annual Report to Shareholders99.3
    
    Audited Annual Financial Statements for the Year Ended December 31, 201099.4
    
    Item 18 Reconciliation with United States Generally Accepted Accounting Principles 
For the Years Ended December 31, 2010, 2009 and 200899.5
    
    Consent of Independent Registered Public Accounting Firm99.6
    
    Independent Auditors Report
of Registered Public Accounting Firm regarding the Registrants Audited Annual Financial Statements99.7
    
    Independent Auditors Report of Registered Public Accounting Firm regarding the Registrants
Internal Controls over Financial Reporting99.8
    
    Chief Executive Officers Certification Required by Rule 13a-14(a) or Rule 15d-14(a)99.9
    
    Chief Financial Officers Certification Required by Rule 13a-14(a) or Rule 15d-14(a)99.10
    
    Chief Executive Officers Certification Required by Rule 13a-14(b) or Rule 15d-14(b)
and Section 1350 of Chapter 63 of Title 18 of the United States Code99.11
    
    Chief Financial Officers Certification Required by Rule 13a-14(b) or Rule 15d-14(b)
and Section 1350 of Chapter 63 of Title 18 of the United States Code