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JANA Partners Releases New Letter to Agrium Shareholders

           JANA Partners Releases New Letter to Agrium Shareholders

PR Newswire

NEW YORK, March 28, 2013

Highlights ISS Report Citing "Compelling" Case for Change at Agrium

NEW YORK, March 28, 2013 /PRNewswire/ - JANA Partners today mailed the
following letter to Agrium Inc. ("Agrium") (TSX: AGU) (NYSE: AGU)
shareholders, highlighting the recent ISS recommendation that shareholders
vote the JANA Blue Proxy.

The text of the letter follows.

Dear Fellow Agrium Shareholders:

North America's leading proxy advisory firm, ISS, has concluded that there  is 
a compelling case for change at  Agrium and recommends that shareholders  vote 
the enclosed BLUE form of proxy or VIF.

We believe the board's lack of  relevant experience and insufficient focus  on 
shareholder value creation has kept  Agrium from realizing its true  potential 
for shareholders. As  a result, we  have been receiving  strong support  from 
many shareholders for value-creating change.

Now ISS, an independent  firm that reviews both  sides' arguments and has  far 
more Agrium shareholder subscribers than any other advisor, has weighed in and
added to this momentum:

On Agrium's  Performance for  Shareholders: "[I]t  is clear  the company  has 
underperformed over both the three and  five year periods prior to Jana.  That 
performance gap to  peers did narrow  after Jana began  to engage; nearly  ten 
months later, however, the company still meaningfully underperforms."

On Agrium's  Board: "While  the  board has  begun  implementing a  number  of 
[JANA's] proposals  to  drive  shareholder  value .  .  .  its  simultaneous, 
emphatic rejection  of [JANA's]  calls  for these  same initiatives,  and  its 
attempts to  paper over  other issues,  raise significant  concerns about  its 
commitment." "The board has also taken some questionable actions which  raise 
questions about its credibility …"

On  Agrium's  Acquisition  Strategy:  "[F]or   all  the  capital  spent   on 
acquisitions over more than  7 years, Agrium—earning a  return lower than  its 
hurdle rate—has thus far added little net value."

On JANA Nominee David Bullock: "[JANA's] slate offers three strong,  credible 
candidates—Jacobson, Clark, and  Bullock—with successful operating  experience 
which appears directly relevant to  Agrium's distribution business. This  view 
is borne out by  the fact that each  was either CEO or  COO of a  distribution 
business which the Agrium board itself has now defined as a relevant peer  for 
the distribution business. Bullock in particular stands out …"

On JANA Nominee Barry Rosenstein: "Rosenstein brings both extensive  analytic 
acumen and  broad  knowledge  of  the  business to  the  table"  and  "he  has 
demonstrable success in helping mend fences and getting boards and  management 
teams beyond  the  contest itself,  to  the ongoing  challenges  of  improving 
shareholder value"

On JANA's Nominees:  "Shareholders might well  wonder if, had  the board  had 
such experience  and  oversight  from  the  beginning,  Agrium's  distribution 
business would have realized  much greater operating  leverage after 7  years, 
and its much-touted 'success' would be  more evident in return on capital  and 
the other key metrics driving long-term shareholder value."

For these  reasons,  ISS has  recommended  that shareholders  vote  for  David 
Bullock and Barry Rosenstein on the enclosed BLUE form of proxy or VIF.

Be sure to make your voice heard on April 9th. Vote FOR naming new  directors 
that will work to create value for all shareholders.

          TIME IS OF THE ESSENCE - VOTE NOW BY PHONE, FAX or ONLINE
VOTE THE BLUE PROXY OR VIF "FOR" UNLOCKING AGRIUM'S SUBSTANTIAL VALUE CREATION
                                  POTENTIAL

Sincerely,

Barry Rosenstein

SOURCE JANA Partners

Contact:

For more info contact JANA Partners LLC at (212) 455 0900