A corporation incorporated under the laws of Canada) 21,551,700 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2007 • Agrium Inc • Agricultural chemicals • New York
Agrium Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), confirms its agreement with RBC Dominion Securities Inc. and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom RBC Dominion Securities Inc. is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 21,551,700 common shares, no par value, of the Company (“Common Shares”) in the respective amounts set forth in Schedule A hereto. The Company also proposes to grant to the Underwriters an option to purchase up to an additional 2,155,100 Common Shares to cover over-allotments. The aforesaid 21,551,700 Common Shares (the “Initial Shares”) to be purchased by the Underwriters and all or any part of the 2,155
