SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.)*

Agrium Inc.

(Name of Issuer)

Common Stock without par value

(Title of Class of Securities)

008916108

(CUSIP Number)

Marc Weingarten, Esq.

David Rosewater, Esq.

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 7, 2012

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 11 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 008916108   SCHEDULE 13D Page  2 of 11 Pages

1	NAME OF REPORTING PERSON JANA PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)     ¨ (b)     x
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 9,222,011
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 9,222,011
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,222,011
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 6.19%
14	TYPE OF REPORTING PERSON* IA

CUSIP No. 008916108   SCHEDULE 13D Page 3 of 11 Pages

1	NAME OF REPORTING PERSON MITCHELL JACOBSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)     ¨ (b)    x
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 52,489 shares of Common Stock
	8	SHARED VOTING POWER 71,011 shares of Common Stock (see Item 5(a) and (b) for more information)
	9	SOLE DISPOSITIVE POWER 52,489 shares of Common Stock
	10	SHARED DISPOSITIVE POWER 71,011  shares of Common Stock (see Item 5(a) and (b) for more information)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 123,500 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.08%
14	TYPE OF REPORTING PERSON* IN

CUSIP No. 008916108   SCHEDULE 13D Page 4 of 11 Pages

1	NAME OF REPORTING PERSON DAVID BULLOCK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)     ¨ (b)     x
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 800 shares of Common Stock
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 800 shares of Common Stock
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 800 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.00%
14	TYPE OF REPORTING PERSON* IN

CUSIP No. 008916108   SCHEDULE 13D Page 5 of 11 Pages

1	NAME OF REPORTING PERSON STEPHEN CLARK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)     ¨ (b)     x
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,000 shares of Common Stock
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 2,000 shares of Common Stock
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,000 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.00%
14	TYPE OF REPORTING PERSON* IN

CUSIP No. 008916108   SCHEDULE 13D Page 6 of 11 Pages

1	NAME OF REPORTING PERSON LYLE VANCLIEF
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)     ¨ (b)     x
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 100 shares of Common Stock
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 100 shares of Common Stock
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 100 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.00%
14	TYPE OF REPORTING PERSON* IN

CUSIP No.  008916108   SCHEDULE 13D Page 7 of 11 Pages

Item 1.	SECURITY AND ISSUER
	This statement on Schedule 13D relates to the shares ("Shares") of common stock, no par value, of Agrium Inc., a Canadian corporation (the "Issuer").  The principal executive office of the Issuer is located at 13131 Lake Fraser Drive S.E., Calgary, Alberta, Canada T2J 7E8.

Item 2.

IDENTITY AND BACKGROUND

(a) This statement is filed by (i) JANA Partners LLC, a Delaware limited liability company ("JANA"), (ii) David Bullock, a United States citizen ("Mr. Bullock”), (iii) Stephen Clark, a United States citizen ("Mr. Clark”), (iv) Mitchell Jacobson, a United States citizen ("Mr. Jacobson") and (v) Lyle Vanclief, a Canadian citizen ("Mr. Vanclief" and together with JANA, Mr. Bullock, Mr. Clark and Mr. Jacobson, the "Reporting Persons").  JANA is a private money management firm which holds Shares of the Issuer in various accounts under its management and control.  The principal owner of JANA is Barry Rosenstein ("Mr. Rosenstein" or the "Principal"). (b) The principal business address of JANA and the Principal is 767 Fifth Avenue, 8th Floor, New York, New York 10153.  The principal business address of Mr. Bullock is his residence in Lititz, Pennsylvania.  The principal business address of Mr. Clark is his residence in Wyomissing, Pennsylvania.  The principal business address of Mr. Jacobson is c/o MSC Industrial Direct Co., Inc., 75 Maxess Road, Melville, New York 11747.  The principal business address of Mr. Vanclief is his residence in Ameliasburg, Ontario, Canada. (c) The principal business of JANA and the Principal is investing for accounts under their management.  The principal business of Mr. Bullock is managing personal investments and providing advisory services.  Mr. Clark is retired.  The principal business of Mr. Jacobson is serving as Chairman of MSC Industrial Direct Co., Inc.  The principal business of Mr. Vanclief, who is semi-retired, is agricultural and agri-food consulting. (d) Neither the Reporting Persons nor the Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither the Reporting Persons nor the Principal has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) JANA is a limited liability company organized in Delaware.  The Principal, Mr. Bullock, Mr. Clark and Mr. Jacobson are citizens of the United States of America.  Mr. Vanclief is a citizen of Canada.

Item 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The 9,348,411 Shares reported herein by the Reporting Persons were acquired at an aggregate purchase price of approximately $792,638,574.73.  JANA used a total of approximately $780,409,548.73 (including brokerage commissions) in the aggregate to acquire the Shares reported herein as beneficially owned by JANA.  Mr. Bullock used a total of approximately $77,574.45 (including brokerage commissions) in the aggregate to acquire the Shares reported herein as beneficially owned by him.  Mr. Clark used a total of approximately $194,008.95 (including brokerage commissions) in the aggregate to acquire the Shares reported herein as beneficially owned by him.  Mr. Jacobson used a total of approximately $11,947,461.60 (including brokerage commissions) in the aggregate to acquire the Shares reported herein as beneficially owned by him.1  Mr. Vanclief used a total of approximately $9,981.00 (including brokerage commissions) in the aggregate to acquire the Shares reported herein as beneficially owned by him.

1           See Item 5(a) and (b) for more information.

CUSIP No.  008916108   SCHEDULE 13D Page 8 of 11 Pages

	Funds for the purchase of the Shares reported herein as beneficially held by JANA were derived from investment funds in accounts managed by JANA and margin borrowing, as described in the following sentence.  Such Shares are held by JANA in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account.  The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect.  Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein. The Shares reported herein as beneficially held by Mr. Bullock were purchased solely with the personal funds of Mr. Bullock and none of the funds used to purchase the Shares reported herein as beneficially owned by him were provided through borrowings of any nature. The Shares reported herein as beneficially held by Mr. Clark were purchased solely with the personal funds of Mr. Clark and none of the funds used to purchase the Shares reported herein as beneficially owned by him were provided through borrowings of any nature. The Shares reported herein as beneficially held by Mr. Jacobson were purchased with the personal funds of Mr. Jacobson and funds of a family trust and various family members and none of the funds used to purchase the Shares reported herein as beneficially owned by him were provided through borrowings of any nature.2 The Shares reported herein as beneficially held by Mr. Vanclief were purchased solely with the personal funds of Mr. Vanclief and none of the funds used to purchase the Shares reported herein as beneficially owned by him were provided through borrowings of any nature.
Item 4.	PURPOSE OF TRANSACTION
	The Reporting Persons acquired the Shares because they believe the Shares are undervalued and represent an attractive investment opportunity.  Since May 2012, representatives of JANA have had phone calls and meetings with the Issuer's management relating to the Issuer's capital allocation, cost management, corporate structure and related matters.  JANA has also released public presentations and letters stating its views with respect to these matters and has encouraged the Issuer’s board of directors (the "Board") and management to engage in a dialogue regarding these matters. In view of the Issuer's inadequate response to the issues raised by JANA, JANA intends to nominate four independent directors plus the Principal for election to the Board at the 2013 annual meeting (the "Annual Meeting") and wage a proxy contest (the "Proxy Contest") seeking their election.  The nominees are Messrs. Bullock, Clark, Jacobson, Rosenstein and Vanclief (collectively the "Nominees").  On November 19, 2012, JANA issued a press release (the "Press Release") announcing its intention to nominate the Nominees for election to the Board.  A copy of the Press Release is filed as Exhibit B to this Schedule 13D and is incorporated herein by reference. JANA may continue to engage in discussions with the Issuer’s management, Board, shareholders and other parties relating to the Issuer's business structure, operations, governance, management, strategy and future plans, and may take other steps seeking to bring about changes to increase shareholder value as well as pursue other plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

2           See Item 5(a) and (b) for more information.

CUSIP No.  008916108   SCHEDULE 13D Page 9 of 11 Pages

	Except as set forth herein or as would occur upon completion of any of the actions discussed herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.  The Reporting Persons intend to review their investments in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of any discussions referenced above, actions taken by the Board or management, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares or selling some or all of the Shares held by the Reporting Persons, engaging in short selling of or any hedging or similar transactions with respect to the Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
Item 5.	INTEREST IN SECURITIES OF THE ISSUER
	(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 149 million Shares outstanding, which is the total number of Shares outstanding as of October 31, 2012, as reported in the Issuer's Third Quarter 2012 News Release as an Exhibit to Form 6-K filed on November 7, 2012.

(i)	JANA:
	(a)	As of the date hereof, JANA may be deemed the beneficial owner of 9,222,011 Shares.
		Percentage: Approximately 6.19% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0 Shares
		2.	Shared power to vote or direct vote: 9,222,011 Shares
		3.	Sole power to dispose or direct the disposition: 0 Shares
		4.	Shared power to dispose or direct the disposition: 9,222,011 Shares

(ii)	Mr. Bullock:
	(a)	As of the date hereof, Mr. Bullock may be deemed the beneficial owner of 800 Shares.
		Percentage: Approximately 0.00% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 800 Shares
		2.	Shared power to vote or direct vote: 0 Shares
		3.	Sole power to dispose or direct the disposition: 800 Shares
		4.	Shared power to dispose or direct the disposition: 0 Shares

(ii)	Mr. Clark:
	(a)	As of the date hereof, Mr. Clark may be deemed the beneficial owner of 2,000 Shares.
		Percentage: Approximately 0.00% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 2,000 Shares
		2.	Shared power to vote or direct vote: 0 Shares
		3.	Sole power to dispose or direct the disposition: 2,000 Shares
		4.	Shared power to dispose or direct the disposition: 0 Shares

(ii)	Mr. Jacobson:
	(a)	As of the date hereof, Mr. Jacobson may be deemed the beneficial owner of 123,500 Shares.
		Percentage: Approximately 0.08% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 52,489 Shares
		2.	Shared power to vote or direct vote: 71,011 Shares (see Item 5(a) and (b) for more information)
		3.	Sole power to dispose or direct the disposition: 52,489 Shares
		4.	Shared power to dispose or direct the disposition: 71,011 Shares (see Item 5(a) and (b) for more information)

(ii)	Mr. Vanclief:
	(a)	As of the date hereof, Mr. Vanclief may be deemed the beneficial owner of 100 Shares.
		Percentage: Approximately 0.00% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 100 Shares
		2.	Shared power to vote or direct vote: 0 Shares
		3.	Sole power to dispose or direct the disposition: 100 Shares
		4.	Shared power to dispose or direct the disposition: 0 Shares

CUSIP No.  008916108   SCHEDULE 13D Page 10 of 11 Pages

	By virtue of the Proxy Contest (as defined and described in Item 4 above), JANA and the Nominees may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 792,638,574.73 Shares, constituting approximately 6.27% of the Shares outstanding.  Each Nominee expressly disclaims beneficial ownership of the Shares beneficially owned by JANA and each other Nominee and JANA expressly disclaims beneficial ownership of the Shares beneficially owned by each Nominee.  In addition, Mr. Jacobson expressly disclaims beneficial ownership of the Shares, which he may be deemed to beneficially own, that are beneficially owned and held in the accounts of a family trust and family members of Mr. Jacobson as described in Item 5(b). (b) JANA has shared voting and dispositive power over 9,222,011 Shares, which power is exercised by the Principal.  Mr. Bullock has sole voting and dispositive power over the 800 Shares beneficially owned by him.  Mr. Clark has sole voting and dispositive power over the 2,000 Shares beneficially owned by him.  Mr. Jacobson has sole voting and dispositive power over 52,489 Shares beneficially owned by him and may be deemed to have shared voting and dispositive power over an additional 71,011 Shares, of which 52,487 Shares are held in a family trust and 18,524 Shares are held by family members of Mr. Jacobson.  Mr. Vanclief has sole voting and dispositive power over the 100 Shares beneficially owned by him. (c) Information concerning transactions in the Shares effected by the Reporting Persons during the past sixty days is set forth in Exhibit A hereto and is incorporated herein by reference.  All of the transactions in Shares listed therein were effected in open market purchases on the New York Stock Exchange through various brokerage entities. (d) Other than the parties with whom Mr. Jacobson may be deemed to have shared voting and dispositive power as described herein,3 no person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) Not applicable.
Item 6.	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
	Messrs. Bullock, Clark, Jacobson and Vanclief (each an "Independent Nominee") have each entered into a nominee agreement (each a "Nominee Agreement," and collectively the "Nominee Agreements") with JANA substantially in the form filed as Exhibit C to this Schedule 13D, which is incorporated herein by reference, whereby each Independent Nominee agrees, if JANA so elects, to become a member of the slate of Nominees (the "Slate") and stand for election as a director of the Issuer.  Pursuant to each Nominee Agreement, (i) in the event that an Independent Nominee is appointed or elected to the Board, the Independent Nominee shall receive a specified percentage of JANA's net profits (the "First Profit Participation Amount") above the closing price of the Shares on September 27, 2012 and (ii) in the event that an Independent Nominee is not elected or appointed as a director of the Issuer, the Nominee shall receive a specified percentage of JANA's net profits (the "Second Profit Participation Amount") above the closing price of the Shares on September 27, 2012.  Each Nominee's First Profit Participation Amount and Second Profit Participation Amount are as follows: (w) Mr. Bullock - 0.65% and 0.45%; (x) Mr. Clark - 0.85% and 0.60%; (y) Mr. Jacobson - 0.85% and 0.60%; and (z) Mr. Vanclief - 0.25% and 0.15%.  This description of the Nominee Agreements is a summary only and is qualified by reference to the form of Nominee Agreement. The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto.  A copy of such agreement is attached as Exhibit D and is incorporated by reference herein.

3           See Item 5(a) and (b) for more information.

CUSIP No.  008916108   SCHEDULE 13D Page 11 of 11 Pages

	Other than the Nominee Agreements and the joint filing agreement referenced herein, the Reporting Persons have no contracts, arrangements, understandings or relationships with any persons with respect to securities of the Issuer.
Item 7.	MATERIAL TO BE FILED AS EXHIBITS

Exhibit A:	Transactions in the Shares During the Last 60 Days
Exhibit B:	Press Release, dated November 19, 2012
Exhibit C:	Form of Nominee Agreement
Exhibit D:	Joint Filing Agreement, dated November 19, 2012

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  November 19, 2012

JANA PARTNERS LLC
By:	/s/ Charles Penner
Name:	Charles Penner
Title:	Partner & Chief Legal Officer
/s/ David Bullock
David Bullock
/s/ Stephen Clark
Stephen Clark
/s/ Mitchell Jacobson
Mitchell Jacobson
/s/ Lyle Vanclief
Lyle Vanclief

EX-99.A

EXHIBIT A

Transactions in the Shares During the Last 60 Days

The following table sets forth all transactions in the Shares effected in the past sixty days by the Reporting Persons. All such transactions were effected in the open market through brokers and the price per share is net of commissions.

JANA Partners LLC

SHARES

Trade Date	Aggregate Amount Purchased (Sold)	Average Price per Share ($)
9/28/2012	60,316	103.00
10/3/2012	20,072	104.09
10/10/2012	2,777	104.69
10/15/2012	(75,000)	103.51
10/16/2012	(75,000)	104.03
10/17/2012	(75,000)	104.77
10/18/2012	(154,999)	104.63
10/19/2012	(210,000)	104.59
10/24/2012	(815)	107.54
10/31/2012	191	106.96
11/7/2012	1,234,999	97.09
11/8/2012	137,100	93.92
11/9/2012	350,000	96.09
11/12/2012	136,811	96.12
11/13/2012	157,702	96.90
11/14/2012	135,000	96.61
11/15/2012	110,000	96.98
11/16/2012	155,000	97.17

Mr. Bullock

SHARES

Trade Date	Amount Purchased (Sold)	Price per Share ($)
11/15/2012	300	96.98
11/15/2012	500	96.945

Mr. Clark

SHARES

Trade Date	Amount Purchased (Sold)	Price per Share ($)
11/16/2012	2,000	97.00

Mr. Jacobson

SHARES

Trade Date	Amount Purchased (Sold)	Price per Share ($)
11/07/2012	40,000	98.0821
11/08/2012	10,000	93.0000
11/09/2012	6,000	95.9221
11/12/2012	7,500	96.0260
11/13/2012	10,000	96.8184
11/14/2012	20,000	96.2036
11/15/2012	10,000	96.7693
11/16/2012	20,000	96.7398

Mr. Vanclief

SHARES

Trade Date	Amount Purchased (Sold)	Price per Share ($)
11/13/2012	100	97.51

EX-99.B

EXHIBIT B

Press Release

FOR IMMEDIATE RELEASE - For more info contact JANA Partners LLC at (212) 455 0900

JANA PARTNERS ANNOUNCES CANDIDATES FOR AGRIUM BOARD

New York, NY – November 19, 2012 – JANA Partners LLC today announced four independent director candidates it intends to propose together with JANA Managing Partner Barry Rosenstein for election to the Board of Agrium Inc. (“Agrium”) (TSX / NYSE: AGU):  David Bullock, Stephen Clark, Mitchell Jacobson, and The Honourable Lyle Vanclief.  JANA believes that these individuals will add critical oversight to a Board that for years has tolerated suboptimal capital allocation, failure to manage costs, structural issues, lack of transparency, and share price underperformance relative to a weighted average of Agrium’s peers and to its potential.  JANA, which was already Agrium’s largest shareholder, also disclosed that its stake has risen to more than 6% of Agrium’s shares.  Updated information is available at www.JANAAguAnalysis.com.

Three of JANA’s candidates are seasoned distribution executives with proven records creating value as operators, and in some cases directors, at companies recently cited by Agrium as peers for its distribution business (“Retail”), while none of Agrium’s current independent directors have such experience despite the substantial size and significance of Retail.  These individuals also have direct experience operating distribution businesses in the U.S., Retail’s principal market, as well as other geographies.  JANA’s fourth independent candidate is the former Canadian Minister of Agriculture, who will bring to the Board his experience dealing with complex agricultural issues in government as well as his prior direct experience operating a commercial farm.

“Agrium’s Board has had every opportunity to respond constructively to our analysis, and instead simply attempted to avoid the issues,” said Rosenstein, citing the following governance lapses:

·   Refusal to Respond:  As one leading analyst who has not sided with JANA or Agrium noted, “the consensus seems to be that Agrium is going out of its way to avoid addressing JANA’s questions head on” and “the depth and breadth of unanswered questions at Agrium makes it a clear and troubling outlier in an industry known for relatively good disclosure practices.” (CLSA, Nov. 5, 2012)

·   Manipulative Analysis:  When challenged to address Retail’s undervaluation, Agrium simply changed the Retail valuation comparables it had advocated for years to include new lower-multiple (and in most cases inapplicable) “midnight” comparables in order to avoid the issue.  Referring to this “switcheroo,” a Wall Street Journal writer noted “it seems odd that Agrium, having done so many retail deals, would have directed analysts toward such a different peer group only last year,” which “also calls into question how much value really has been created by Agrium's retail strategy.” (Aug. 21, 2012)

·   Failing to Keep Shareholders Informed:  Agrium kept shareholders in the dark before its recent significant earnings miss, despite having embarked on a lengthy shareholder outreach tour to tout its short-term performance following JANA’s engagement, and also repurchased significant amounts of its stock at much higher prices just before this miss led to a significant stock price decline.  This means that the Board either sought to keep this news from shareholders for as long as possible or has no handle on Agrium’s business, neither of which is acceptable.

·   Unverified Claims of Support:  Rather than discuss the merits, Agrium claims that shareholders support the status quo, yet independent observers refute this claim and Agrium has begun implementing some of JANA’s proposals, including dramatically increasing its capital return and improving its disclosure.  In the words of one Globe & Mail writer, “For a firm that says it has strong support from an overwhelming number of shareholders, Agrium Inc. is sure doing what it can to keep them happy.” (Oct. 22, 2012)

·   Abdicating Judgment to Mercenary Advisors.  To defend its structure and strategy, Agrium turned to the same defense bankers at Morgan Stanley that argued against its structure and strategy in defending CF Industries against Agrium’s hostile takeover attempt.  As one analyst noted, “the Board’s response to very reasonable questions was to hire the most anti-shareowner advisor it could find.” (CLSA, Nov. 5, 2012)

JANA’s candidates collectively possess the skills and experience to help the Board address, rather than avoid, the critical issues facing Agrium including:

·   Driving Operational Performance:  Despite spending more than $4 billion in Retail acquisitions, Agrium has failed to leverage this growth to manage operating costs the way other distribution companies have, causing Agrium to substantially underperform its potential, while JANA’s candidates with distribution experience have helped successfully integrate and grow distribution businesses including realizing substantial cost synergies and margin expansion.  In addition, Agrium has failed to utilize best-in-class Retail metrics to appropriately measure performance over time and set future performance targets, which JANA’s candidates can help address given their experience.

·   Improving Capital Allocation:Agrium has consistently failed to generate acceptable returns on acquisitions and investments, properly manage working capital in Retail, and, until prodded by JANA, had the worst record among peers in returning capital to shareholders, while JANA’s candidates have the experience to address these issues.

·   Fixing Agrium’s Structure:  Given Retail’s persistent undervaluation, Agrium is in dire need of an unbiased review of its conglomerate structure free of the tainted advice of its current mercenary defense advisors who have been tasked with defending the status quo.  The importance of addressing Retail’s undervaluation honestly was recently highlighted by a leading industry analyst who has not sided with JANA or Agrium, and who noted that “we view JANA Partners’ campaign to have the company spin off retail and increase cash distributions to shareholders as a positive as it highlights the hidden value of retail.” (Susquehanna Financial Group, Nov. 8, 2012)

Stephen Clark, who has more than 30 years of distribution experience, commented that, “Agrium has enormous additional value creation potential, and I’m confident that I can put my distribution experience to work helping the board to unlock that value for all shareholders.”

“At the end of the day, Agrium’s future is in the hands of its shareholders,” Rosenstein added, “and we believe they will overwhelmingly support change to realize Agrium’s true value.”

Each of JANA’s candidates has invested personally in Agrium and will also be incentivized by JANA based upon the performance of Agrium’s shares for all Agrium shareholders.  JANA stated today that it is willing to work with the current Board to ensure that any changes in composition will not raise regulatory issues for or burdens on Agrium, including with respect to the number of Canadian directors who are ultimately seated.

Biographical Information for JANA’s Candidates

David Bullock:Mr. Bullock was the Chief Financial Officer of Graham Packaging Inc. (“Graham Packaging”), a global supplier of plastic packaging, from 2009 to 2011, where he led the company from private ownership under Blackstone to a public listing and its ultimate sale to Reynolds Group at a substantial premium to its IPO price. 

Prior to Graham Packaging, Mr. Bullock was Chief Financial Officer (2003-2007) and Chief Operating Officer (2007-2008) of United Agri Products, Inc. (“UAP”) which, prior to its acquisition by Agrium, was the largest independent distributor of agricultural input products in the U.S. and Canada with approximately 350 stores.   At UAP, Mr. Bullock was responsible for improving the business including the creation and implementation of its supply chain and logistics strategy and implementation of its core operating systems and controls. UAP was cited by Agrium’s financial advisor, Morgan Stanley, as the best comparable peer for Agrium’s Retail business (see Agrium’s August 20, 2012 Investor Update, page 9).

Mr. Bullock was a key member of the management team that created substantial value by separating UAP from agricultural conglomerate ConAgra Foods, Inc. in an acquisition by Apollo Management and then turning UAP around through substantial operating improvements.  Mr. Bullock also oversaw the subsequent public offering of UAP and its eventual sale to Agrium at a substantial premium to its IPO price.  The successful turnaround of UAP has made it one of the top performing investments in Apollo’s history.  Prior to UAP, Mr. Bullock held management positions with FMC Corporation.  Mr. Bullock has a B.S. from Lehigh University and an M.B.A. from Cornell University.

According to JANA, during Mr. Bullock’s tenure at UAP from 2002 to 2008, the company experienced significant operating profit growth and margin expansion, driving EBITDA growth of more than 16% per year.

Stephen Clark:Mr. Clark is a member of the Supervisory Board of Brenntag AG (Frankfurt: BNR). Mr. Clark had previously served as Chief Executive Officer from 2006 to 2011 and as President of Brenntag North America from 1990 to 2006.  Mr. Clark managed Brenntag during its private ownership by two different private equity investors (Bain Capital and BC Partners), and then led the company through a successful public offering in 2010.  Brenntag AG is the global market leader in distribution for industrial and specialty chemicals with over $12 billion in total sales and an enterprise value of more than $8 billion.  Brenntag was cited by Agrium’s financial advisor as a relevant distribution peer for Agrium’s Retail business (see Agrium’s August 20, 2012 Investor Update, page 10).   Mr. Clark is a graduate of Pennsylvania State University.

According to JANA, during Mr. Clark’s tenure as CEO from 2006 to 2011, Brenntag grew EBITDA by more than 15% per year and the company experienced significant margin expansion despite a challenging macroeconomic environment, and since the company’s IPO, Brenntag shareholders have realized a total annual return of 25% per year through November 16, vs. a 3% annual return for the STOXX 600 index over the comparable period.

Mitchell Jacobson:  Mr. Jacobson is Chairman of the Board and one of the principal shareholders of MSC Industrial Direct Co., Inc. (NYSE: MSM).  Mr. Jacobson previously served as Chief Executive Officer of MSC from its formation as a public company in October 1995 to November 2005, and has since served as its Chairman and remained its largest shareholder.  MSC today has a $4 billion market capitalization and is one of the largest distributors of a broad range of metalworking and maintenance, repair and operating products with over 600,000 unique SKUs and over 100 branches in the United States.  MSC was also cited by Agrium’s financial advisor as a relevant distribution peer for Agrium’s Retail business (Agrium’s August 20, 2012 Investor Update presentation, page 10, footnote 1).

In addition to his experience with MSC, Mr. Jacobson is an investor and board member of privately held HD Supply, Inc., a leading industrial distributor for professional customers in the infrastructure, maintenance, repair and improvement and specialty construction markets with

approximately $8 billion in annual sales.  He is a member of the Board of Trustees for both New York University and the New York University School of Law and is a member of the Investment Committee of the New York University School of Law Foundation. He serves as a Trustee for New York-Presbyterian Hospital and is a member of the Hospital’s Investment Committee as well as Co-Chair of the Hedge Fund Subcommittee and a member of both the Asset Allocation and Private Investments Subcommittees. Mr. Jacobson is a graduate of Brandeis University and the New York University School of Law.

According to JANA, under Mr. Jacobson’s leadership, MSC has grown operating profit more than 12 fold since its IPO through August 2012, representing compound annual growth of 16%, in the process realizing operating leverage and margin expansion, and over this 17 year time period MSC’s shareholders have realized a total annual return of 12% per year through November 16, vs. a 7% annual return for the S&P 500 index over the comparable period.

The Honourable Lyle Vanclief, P.C., P.AG (Dist):Mr. Vanclief was formerly the Minister of Agriculture and Agri-Food Canada (1997-2003) and a Member of Parliament (1988-2004).  In his role as Minister, Mr. Vanclief had responsibility for a $140 billion industry and oversaw a Ministry with 12,000 employees. His responsibilities as Minister included stewardship of various Canadian federal agencies including the Canadian Food Inspection Agency, Farm Credit Canada, the Canadian Dairy Commission, the Canadian Grain Commission and the National Farm Products Council.

Prior to his government service, Mr. Vanclief spent twenty-two years as an entrepreneur in the agriculture industry, during which time he built Willowlee Farms Limited into a diversified fruit, vegetable, grains, oilseeds and livestock operation in Prince Edward County, Ontario.  Mr. Vanclief currently serves on the board of Bioniche Life Sciences Inc.   Mr Vanclief is a graduate of the University of Guelph in Crop Science, a professional Agrologist, a Fellow of the Agricultural Institute of Canada, a graduate of the Directors Education Program at the Rotman School of Management (University of Toronto) and is an Institute certified director with the professional designation ICD.D.  Currently he provides agricultural and agri-food consulting.  Mr. Vanclief was inducted into the Canadian Agricultural Hall of Fame in 2010.

Barry Rosenstein:  Barry Rosenstein is the founder and Managing Partner of JANA Partners LLC, an investment advisor with approximately $3.5 billion in investments and commitments, founded in 2001, and registered with the United States Securities and Exchange Commission. JANA is a recognized leader in creating value through shareholder activism and has on numerous occasions successfully challenged boards and management to focus on creating shareholder value, including with respect to Marathon Petroleum, TNT, McGraw Hill, El Paso, Charles River, CNET, Kerr-McGee Corp., Artesyn Technologies, Houston Exploration Company, InterCept and SourceCorp.  Mr. Rosenstein has served on several public boards including the boards of Convergys Corporation and CoPart, Inc.

Prior to establishing JANA, Mr. Rosenstein was the founder and Managing Partner of Sagaponack Partners, a private equity fund.  Mr. Rosenstein began his career as an investment banker specializing in mergers and acquisitions with Merrill Lynch in New York and was also a principal in charge of corporate takeover for Asher Edelman’s Plaza Securities Corporation.   Mr. Rosenstein graduated from Lehigh University (1981) Phi Beta Kappa and earned an MBA from the University of Pennsylvania's Wharton School of Business (1984).  Mr. Rosenstein is a trustee of Brown University and the 92nd Street Y in New York City and a board member of Make the Road New York.

All $ amounts refer to US dollars.

Disclaimers

The Shareholder has not sought or obtained consent from any third party to the use herein of previously published information. Any such information should not be viewed as indicating the support of such third party for the views expressed herein.

Except for the historical information contained herein, the matters addressed in these materials are forward-looking statements that involve certain risks and uncertainties. You should be aware that actual results could differ materially from those contained in the forward-looking statements. The Shareholder does not assume any obligation to update the forward-looking information.

Information in Support of Public Broadcast Solicitation

JANA is relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations to make this public broadcast solicitation.  The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by JANA, and not by or on behalf of the management of Agrium.

The address of Agrium is 13131 Lake Fraser Drive S.E., Calgary, Alberta T2J 7E8.

JANA has filed an information circular containing the information required by Form 51-102F5 – Information Circular in respect of its proposed nominees, which is available on Agrium's company profile on SEDAR at www.sedar.com.

Proxies for the Agrium shareholders' meeting may be solicited by mail, telephone, email or other electronic means as well as by newspaper or other media advertising, and in person by managers, directors, officers and employees of JANA, who will not be specifically remunerated therefor.  In addition, JANA may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws.  JANA may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of JANA.  All costs incurred for the solicitation will be borne by JANA.

JANA has entered into agreements with Kingsdale Shareholder Services Inc. ("Kingsdale") and The Laurel Hill Advisory Group Company ("Laurel Hill") pursuant to which Kingsdale and Laurel Hill have agreed to assist JANA in soliciting shareholders should JANA commence a formal solicitation of proxies.  Kingsdale's responsibilities will principally include advising JANA on governance best practices, where applicable, liaising with proxy advisory firms, developing and implementing shareholder communication and engagement strategies, and advising with respect to meeting and proxy protocol. Laurel Hill will be principally responsible for the solicitation of retail shareholders and other strategic advice. Pursuant to the agreement with Kingsdale, for its solicitation services, Kingsdale would receive a fee in the range of $125,000 to $250,000, plus disbursements and a telephone call fee.  In addition, Kingsdale may be entitled to a success fee on the successful completion of JANA's solicitation, as determined by JANA in consultation with Kingsdale. Kingsdale will also receive a separate fee for its other services. Pursuant to the agreement with Laurel Hill, Laurel Hill would receive a fee of up to $100,000, plus disbursements and a telephone call fee. In addition, Laurel Hill will be entitled to

a success fee of $100,000 on the successful completion of JANA's solicitation. All costs incurred for the solicitation will be borne by JANA.

 JANA is not requesting that Agrium shareholders submit a proxy at this time.  Once JANA has commenced a formal solicitation of proxies, a registered holder of common shares of Agrium that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by JANA, or as otherwise provided in the final proxy circular, once made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of Agrium at any time up to and including the last business day preceding the day the meeting of Agrium shareholders or any adjournment or postponement of the meeting is to be held, or (ii) with the chairman of the meeting prior to its commencement on the day of the meeting or any adjournment or postponement of the meeting; or (c) in any other manner permitted by law.  A non-registered holder of common shares of Agrium will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary.

To the knowledge of JANA, neither JANA nor any of its managers, directors or officers, or any associates or affiliates of the foregoing, nor any of the Shareholder Nominees, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of Agrium's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Agrium or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted upon at the meeting of Agrium shareholders other than the election of directors.

***

EX-99.C

EXHIBIT C

Form of Nominee Agreement

JANA Partners LLC

767 Fifth Avenue, 8th Floor

New York, New York  10153

_________, 2012

[Name]

[Address]

Dear [Name]:

This will confirm our understanding and agreement as follows:

You agree that you are willing, should we so elect, to become a member of a slate of nominees (the "Slate") of JANA Master Fund, Ltd., a Cayman Islands exempted company (the "Nominating Party"), to stand for election as a director of Agrium Inc. (the "Company") in connection with a proxy solicitation (the "Proxy Solicitation") to be conducted by the Nominating Party and certain other parties in respect of the 2013 annual meeting of shareholders of the Company expected to be held in May 2013 (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the "Annual Meeting") or appointment or election by other means, and to serve as a director of the Company if so elected or appointed.  You further agree to perform such other services as reasonably requested by the Nominating Party or its affiliates in furtherance of its effort to maximize shareholder value at the Company, including, without limitation, (i) providing true and complete information concerning your background and experience as may be requested by the Nominating Party and assisting in the completion of, and completing, all such necessary documentation and filings in connection therewith; (ii) participating in meetings in person or by other means as requested with various groups including shareholders, analysts and the board and management of the Company; and (iii) if appointed or elected, serving as a director of the Company.  The undersigned agrees to pay the costs of the Proxy Solicitation as well as any pre-approved expenses incurred by you for travel or other expenses related to the performance of the services to be provided under this agreement.  The undersigned also agrees to pay you, on the terms and subject to the conditions set out in Annex A hereto, (i) US$50,000 within ten (10) business days of the date hereof to compensate you for the time and effort associated with serving as a member of the Slate and (ii) (A) in the event that you are appointed or elected and serve as a director of the Company for the remainder of the term to which you are appointed or elected, the First Profit Participation Amount (as defined in Annex A), provided that if you serve only a partial term you shall receive a pro rata portion of the First Profit Participation Amount based on the number of months constituting such term which are served, or (B) in the event that you are not appointed or elected as a director of the Company, the Second Profit Participation Amount (as defined in Annex A).  You understand and agree that such compensation may not be paid to you, or that you may be required to refund such compensation, in the event that this Agreement is terminated by the undersigned for Cause, as more fully set out in Annex A. In the event of your death or disability prior to the payment of such compensation, such compensation shall be paid on a pro rata basis as reasonably determined by the Nominating Party to your estate or designated legal representative.

You understand that it may be difficult, if not impossible, to replace a nominee who, such as yourself, has agreed to serve on the Slate and, if elected, as a director of the Company if such nominee

later changes his mind and determines not to serve on the Slate or, if elected, as a director of the Company.  Accordingly, the undersigned is relying upon your agreement to serve on the Slate and to perform such duties or tasks in connection therewith as reasonably requested by JANA from time to time as set forth above.  In that regard, you are being supplied with a questionnaire (the "Questionnaire") in which you will provide the undersigned with information necessary for it to make appropriate disclosure to the Company (if necessary) and to use in creating the proxy materials to be sent to shareholders of the Company and filed with the applicable securities regulators in connection with the Proxy Solicitation.  You agree that (i) you will promptly complete and sign the Questionnaire and return it to the undersigned, (ii) your responses in the Questionnaire will be true, complete and correct in all respects, and (iii) you will provide any additional information necessary for the Nominating Party to put forth your nomination as a director as may be requested by the undersigned.  In addition, you agree that, concurrently with your execution of this letter, you will execute and return to the undersigned the attached instrument confirming that you consent to being nominated for election as a director of the Company and, if elected, consent to serving as a director of the Company. Upon being notified that we have chosen you, we may forward your consent and completed Questionnaire (or summary thereof) to the Company, and we may at any time, in our discretion, disclose the information contained therein, as well as the existence and contents of this letter.

The undersigned agrees that the undersigned will defend, indemnify and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys' fees, costs, expenses and disbursements) incurred by you in the event that you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof, (i) relating to your role as a nominee for director of the Company on the Slate, or (ii) otherwise arising from or in connection with or relating to services provided under this agreement or the Proxy Solicitation.  Your right of indemnification hereunder shall continue after the Annual Meeting has taken place but only for events that occurred prior to the Annual Meeting and subsequent to the date hereof.  Anything to the contrary herein notwithstanding, the undersigned is not indemnifying you for any action taken by you or on your behalf that occurs prior to the date hereof or subsequent to the conclusion of the Proxy Solicitation or such earlier time as you are no longer a nominee on the Slate or for any actions taken by you as a director of the Company, if you are elected.

Nothing herein shall be construed to provide you with indemnification (i) if you are found to have engaged in a violation of any provision of applicable law in connection with the Proxy Solicitation unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate; (ii) if you acted in a manner that constitutes gross negligence or willful misconduct; or (iii) if you provided false or misleading information, or omitted material information, in the Questionnaire or otherwise in connection with the Proxy Solicitation.  You shall promptly notify the undersigned in writing in the event of any third-party claims actually made against you or known by you to be threatened if you intend to seek indemnification hereunder in respect of such claims.  In addition, upon your delivery of notice with respect to any such claim, the undersigned shall promptly assume control of the defense of such claim with counsel chosen by the undersigned.  The undersigned shall not be responsible for any settlement of any claim against you covered by this indemnity without its prior written consent.  However, the undersigned may not enter into any settlement of any such claim without your consent unless such settlement includes (i) no admission of liability or guilt by you, and (ii) a release of you from any and all liability in respect of such claim.  If you are required to enforce the obligations of the undersigned in this letter in a court of competent jurisdiction, or to recover damages for breach of this letter, the undersigned will pay on your behalf, in advance, any and all expenses (including, without limitation, reasonable attorneys' fees, costs, expenses and disbursements) actually and reasonably incurred by you in such action, regardless of whether you are ultimately determined to be entitled to such indemnification or advancement of expenses.

Each of us recognizes that should you be elected to the Board of Directors of the Company all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duties, as applicable, to the Company and to the shareholders of the Company and, as a result, that there is, and can be, no agreement between you and the undersigned that governs the decisions which you will make as a director of the Company.

During the course of carrying out your obligations under this letter agreement, you will have access to and be entrusted with detailed confidential information relating to the business and plans of the undersigned (which term, for the purposes hereof, shall include any affiliates, subsidiaries or related organizations of JANA), including, without limitation, the undersigned’s present and future intentions regarding its investment in the Company (the “Confidential Information”).  The Confidential Information is the sole property of the undersigned.  Therefore, you agree that, during the term of this letter agreement and at all times thereafter, you will not, without prior written authorization from the undersigned or as may be required by law: (i) reveal, disclose or make known any of the Confidential Information to any person; or (ii) use the Confidential Information for any purpose other than for the benefit of JANA as contemplated hereby.  The foregoing does not apply to information that is in the public domain or that has been publicly disclosed without breach or any wrongdoing by you. The terms and conditions of this letter agreement are considered Confidential Information; as a result, you agree that you will not discuss the terms and conditions of this letter agreement (nor any offer made to you regarding a directorship) with anyone other than your legal counsel.

You and other family members and affiliates may invest in securities of the Company, provided that (i) you and such individuals agree to consult with the undersigned and provide necessary information so that we may comply with any applicable disclosure or other obligations which may result from such investment, (ii) the undersigned or its affiliates shall prepare and complete any required disclosures including all regulatory filings related thereto and (iii) you and such individuals agree to hold any such securities purchased on or after the date of this Agreement until the earlier of (1) the Company’s next annual meeting of shareholders and (2) the date that the Nominating Party and its affiliates have sold more than 20% of the shares of the Company held by them as of the first trading day following execution of this Agreement, provided that if the Nominating Party or its affiliates sell less than such amount, the Nominating Party shall provide you with prompt notice of such sales and you and such individuals will be permitted to sell in the aggregate a pro rata amount.

This letter sets forth the entire agreement between the undersigned and you as to the subject matter contained herein, and cannot be amended, modified or terminated except by a writing executed by the undersigned and you.  This letter shall be governed by the laws of the State of New York, without giving effect to principles of conflicts of law.

Should the foregoing agree with your understanding, please so indicate in the space provided below, whereupon this letter will become a binding agreement between us.

Very truly yours,
JANA PARTNERS LLC
By:
	Name:
	Title:

Agreed to and accepted as

of the date first written above:

___________________________

Name:

ANNEX A

The “First Profit Participation Amount” shall be equal to [•]% ([•] bps) of the net profits (net of all expenses including other advisory and consulting fees including profit participations), if any, from investments in Company Shares made by funds managed by JANA Partners LLC or its affiliates (the “JANA Funds”) above the closing price of the Company Shares on the trading day prior to the date of this Agreement.  The “Second Profit Participation Amount” shall be equal to [•]% ([•] bps) of the net profits (net of all expenses including other advisory and consulting fees including profit participations), if any, from investments in Company Shares made by the JANA Funds above the closing price of the Company Shares on the trading day prior to the date of this Agreement.  The First Profit Participation Amount and the Second Profit Participation Amount are collectively referred to herein as the “Profit Participation Amounts”.

You will receive the applicable Profit Participation Amount following the disposition of all Company Shares held by the JANA Funds, provided that if the JANA Funds hold any Company Shares on the third anniversary of this Agreement the applicable Profit Participation Amount shall be (i) paid as if those shares had been disposed of and (ii) calculated based on the average sale price of any Company Shares previously disposed of and the current market price of any Company Shares still held by the JANA Funds.  The shares of any new entity which are issued by the Company to its shareholders including the JANA Funds in a spin-off, rights offering or similar transaction (less the amount of consideration, if any, required to be paid by shareholders for such shares) prior to payment of the applicable Profit Participation Amount shall be considered “Company Shares” for the purpose of this Annex A and the average sale price of such shares (less the amount of consideration, if any, required to be paid by shareholders for such shares) shall be aggregated with the aggregate sale price of the Company Shares for the purposes of the calculations provided for in the previous paragraph.

You understand and agree that the compensation described in this Agreement may not be paid to you, and you further agree to refund any compensation already paid to you, in the event that this Agreement is terminated by JANA for Cause. "Cause" shall mean (i) fraud or willful misconduct by you, (ii) a material violation by you of applicable laws, or (iii) your refusal to serve as a nominee for the Board of Directors of the Company or as a member of the Board of Directors of the Company.

EX-99.D

EXHIBIT D

Joint Filing Agreement, dated November 19, 2012

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.

Dated: November 19, 2012.

JANA PARTNERS LLC
By:	/s/ Charles Penner
Name:	Charles Penner
Title:	Partner & Chief Legal Officer
/s/ David Bullock
David Bullock
/s/ Stephen Clark
Stephen Clark
/s/ Mitchell Jacobson
Mitchell Jacobson
/s/ Lyle Vanclief
Lyle Vanclief