CF Industries Files Definitive Proxy Materials to Elect Three Nominees to Terra Industries Board of Directors and Sends Open Letter to Terra Stockholders

DEERFIELD, Ill.--(Business Wire)--
CF Industries Holdings, Inc. (NYSE: CF) today mailed the following letter to the
stockholders of Terra Industries Inc. (NYSE: TRA) along with its definitive
proxy materials in connection with Terra`s 2009 annual meeting. CF Industries is
soliciting votes to elect CF Industries' slate of three highly qualified,
independent nominees to Terra's board of directors. CF Industries` director
nominees are John N. Lilly, David A. Wilson, and Irving B. Yoskowitz.

"We are looking forward to Terra`s annual meeting on November 20 when Terra
stockholders will have the opportunity to show support for CF Industries`
proposal for a business combination with Terra," said Stephen R. Wilson,
chairman, president and chief executive officer of CF Industries. "We have made
a compelling proposal to Terra for an all-stock transaction at a significant
premium. Since Terra first proposed a business combination with us in 2004, CF
Industries and Terra have had many discussions regarding combining our two
companies, including in 2007, when Terra reaffirmed the strategic merits of a
combination. Now is the time to advance this compelling business combination by
electing our director nominees at Terra's annual meeting."

The following letter has been sent to Terra stockholders with CF Industries'
definitive proxy statement:

Dear Terra Industries Stockholder:

At Terra`s upcoming annual meeting scheduled for November 20, 2009, we are
seeking your support to elect three highly qualified, independent nominees to
Terra`s board. By voting for our independent nominees, you will show your
support for our proposed business combination with Terra, a transaction that
offers Terra stockholders a substantial premium and the opportunity to
participate in a compelling combination.

We urge you to vote FOR our three independent nominees on the BLUE proxy card
TODAY.

CF INDUSTRIES IS OFFERING A SUBSTANTIAL PREMIUM FOR YOUR SHARES

Our proposal provides Terra stockholders a very substantial premium. The
proposed exchange ratio of 0.465 of a CF Industries share for each outstanding
Terra share represents a premium of over 35% to the 0.3449 unaffected exchange
ratio based on the closing share prices of CF Industries and Terra on January
15, 2009, when we announced our initial proposal. This premium is well above the
average historical premium for all-stock transactions.

In addition, based on our financial performance during 2009, we believe the
effective premium we are offering is well above 35%. Since we made our initial
proposal in January, our financial performance has exceeded that of Terra
significantly. For example, during the first half of 2009, CF Industries
generated EBITDA (earnings from continuing operations after non-controlling
interest before interest, taxes, depreciation and amortization) of approximately
$508 million compared to EBITDA generated by Terra of approximately $218
million. Also during this same period, CF Industries` financial results have
exceeded consensus sell-side analysts' profit expectations by a substantial
amount. Based on this superior financial performance, we believe that CF
Industries' shares would have increased more than Terra's shares during 2009
absent any takeover proposals, and that the premium we are offering is
effectively well above 35%.

We believe that Terra's stock price would be significantly lower absent our
proposal.

THE TERRA-CF INDUSTRIES COMBINATION ALLOWS YOU TO PARTICIPATE IN THE UPSIDE AND
GROWTH OF THE COMBINED COMPANY, INCLUDING UP TO $135 MILLION IN SYNERGIES

We have identified annual cost synergies of up to $135 million expected from
elimination of overlapping corporate functions, optimization of transportation
and distribution systems, and through greater economies of scale in procurement
and purchasing, among other areas. Given the all-stock nature of the
transaction, you will be able to participate fully in the stockholder value
created from the realization of these synergies. After the combination, we
believe the management teams of CF Industries and Terra will identify even more
value from operating synergies.

COMPELLING STRATEGIC RATIONALE FOR COMBINING TERRA AND CF INDUSTRIES

The combined company will be a stronger, more competitive player in the global
nitrogen fertilizer industry, becoming the global #2 public company. We believe
that the two companies are highly complementary and the strategic rationale of
this combination is extremely compelling. The strategic merits of the
combination are also well understood by Terra, who first proposed a business
combination with CF Industries in 2004.

CF Industries and Terra Industries have complementary strengths in nitrogen,
providing breadth and flexibility in nitrogen product offerings. In addition,
the locations of CF Industries` and Terra`s facilities together increase their
domestic geographic reach. The two companies` distribution and manufacturing
assets combined would enhance service to customers in the agriculturally
important central U.S. region, improving the availability, accessibility and
timeliness of products to customers. The combined company would also benefit
from CF Industries` strong world-scale position in phosphate.

Furthermore, the combination of Terra and CF Industries will create a larger,
more stable company that will be better positioned to pursue growth initiatives
with less risk than either company could pursue alone.

Finally, the all-stock nature of the combination will allow Terra stockholders
to participate fully in the growth and upside potential of the combined company.
You will maintain your exposure to the global fertilizer industry and be
invested in a financially stronger, more competitive player.

ELECT OUR NOMINEES TO SHOW YOUR SUPPORT FOR THE BUSINESS COMBINATION

Our director nominees are highly qualified and bring with them their diverse
experiences.

* John N. Lilly, president of John Lilly Strategic Insights, LLC and former
chief executive officer of The Pillsbury Company.
* David A. Wilson, president and chief executive officer of the Graduate
Management Admission Council and former managing partner at Ernst & Young LLP.
* Irving B. Yoskowitz, senior counsel at Dickstein Shapiro LLP and former
executive vice president and general counsel of Constellation Energy Group,
Inc., the parent company of Baltimore Gas & Electric Company.

None of these nominees is affiliated with CF Industries or has any relationship
with CF Industries (except for his agreement to serve as a nominee for Terra`s
board). The nominees are independent within the meaning of the listing standards
of the New York Stock Exchange as well as the Corporate Governance Guidelines of
Terra Industries.

Our proposed business combination with Terra may only proceed with the approval
of Terra's board of directors, and the election of our nominees is an important
step towards this transaction.

VOTE FOR OUR HIGHLY QUALIFIED AND INDEPENDENT NOMINEES ON THE BLUE PROXY CARD
TODAY

We are excited about our proposed business combination with Terra Industries and
look forward to your support for our nominees and this important transaction.

We urge you to sign, date and return the enclosed BLUE proxy card if you hold
your shares in your own name or to follow the instructions provided by your
broker if you hold your shares in "street name" TODAY with a vote FOR our
nominees. If you have any questions or need assistance in voting your shares,
please call our proxy solicitor, Innisfree M&A Incorporated, toll free at (877)
456-3507.

Sincerely,

CF Industries

Morgan Stanley and Rothschild are acting as financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP is acting as legal counsel to CF Industries.

Additional information for Investors, Employees, Customers and the Agribusiness
Community is available at www.transactioninfo.com/cfindustries or
www.cfindustries.com.

About CF Industries

CF Industries Holdings, Inc., headquartered in Deerfield, Illinois, is the
holding company for the operations of CF Industries, Inc. CF Industries, Inc. is
a major producer and distributor of nitrogen and phosphate fertilizer products.
CF Industries operates world-scale nitrogen fertilizer plants in Donaldsonville,
Louisiana and Medicine Hat, Alberta, Canada; conducts phosphate mining and
manufacturing operations in Central Florida; and distributes fertilizer products
through a system of terminals, warehouses, and associated transportation
equipment located primarily in the Midwestern United States. The company also
owns a 50 percent interest in KEYTRADE AG, a global fertilizer trading
organization headquartered near Zurich, Switzerland. Additional information on
CF Industries is found on the company's website at www.cfindustries.com.

Additional Information

This communication is neither an offer to sell or the solicitation of an offer
to buy any securities, nor is it a substitute for the prospectus/proxy statement
CF Industries Holdings, Inc. ("CF Holdings") would file with the Securities and
Exchange Commission (the "SEC") regarding the proposed transaction with Terra
Industries Inc. ("Terra") if such a negotiated transaction is reached or for any
other document which CF Holdings may file with the SEC and send to CF Holdings
or Terra stockholders in connection with the proposed transaction. INVESTORS AND
SECURITY HOLDERS OF CF HOLDINGS AND TERRA ARE URGED TO READ ANY SUCH DOCUMENTS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of any
documents filed by CF Holdings with the SEC through the web site maintained by
the SEC at www.sec.gov. Free copies of any such documents can also be obtained
by calling Innisfree M&A Incorporated toll-free at (877) 456-3507.

CF Holdings and its directors and executive officers will be participants in any
solicitation of proxies from Terra stockholders or CF Holdings stockholders in
respect of the proposed transaction with Terra. Information regarding CF
Holdings` directors and executive officers is available in the supplement to its
proxy statement for its 2009 annual meeting of stockholders, which was filed
with the SEC on April 7, 2009, and a description of their direct and indirect
interests in such solicitation, by security holdings or otherwise, will be
contained in the proxy statement/prospectus filed in connection with the
proposed transaction with Terra.

Safe Harbor Statement

Certain statements contained in this communication may constitute
"forward-looking statements." All statements in this communication, other than
those relating to historical information or current condition, are
forward-looking statements. These forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond our control, which
could cause actual results to differ materially from such statements. Risks and
uncertainties relating to the proposed transaction include: Terra`s failure to
accept CF Holdings proposal and enter into definitive agreements to effect the
transaction; our ability to obtain shareholder and other approvals on the
proposed terms and schedule; uncertainty of the expected financial performance
of CF Holdings following completion of the proposed transaction; CF Holdings`
ability to achieve the cost-savings and synergies contemplated by the proposed
transaction within the expected time frame; CF Holdings` ability to promptly and
effectively integrate the businesses of Terra and CF Holdings; and disruption
from the proposed transaction making it more difficult to maintain relationships
with customers, employees or suppliers. Additional risks and uncertainties
include: the relatively expensive and volatile cost of North American natural
gas; the cyclical nature of our business and the agricultural sector; changes in
global fertilizer supply and demand and its impact on the selling price of our
products; the nature of our products as global commodities; intense global
competition in the consolidating markets in which we operate; conditions in the
U.S. agricultural industry; weather conditions; our inability to accurately
predict seasonal demand for our products; the concentration of our sales with
certain large customers; the impact of changing market conditions on our forward
pricing program; the reliance of our operations on a limited number of key
facilities; the significant risks and hazards against which we may not be fully
insured; reliance on third party transportation providers; unanticipated adverse
consequences related to the expansion of our business; our inability to expand
our business, including the significant resources that could be required;
potential liabilities and expenditures related to environmental and health and
safety laws and regulations; our inability to obtain or maintain required
permits and governmental approvals or to meet financial assurance requirements;
acts of terrorism; difficulties in securing the supply and delivery of raw
materials we use and increases in their costs; losses on our investments in
securities; loss of key members of management and professional staff; recent
global market and economic conditions, including credit markets; and the other
risks and uncertainties included from time to time in our filings with the SEC.
Except as required by law, we undertake no obligation to update or revise any
forward-looking statements.

CF Industries Holdings, Inc.
Terry Huch, 847-405-2515
Senior Director, Investor Relations and Corporate Communications
thuch@cfindustries.com
or
Brunswick Group LLC
Susan Stillings / Monika Driscoll, 212-333-3810
or
Innisfree M&A Incorporated
Alan Miller, 212-750-5833

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