SIOUX CITY, Iowa -- Terra Industries Inc. today sent the following letter to CF Industries Holdings Inc. in response to CF's letter dated March 23, 2009:



March 24, 2009



Mr. Stephen R. Wilson
Chairman, President and Chief Executive Officer
CF Industries Holdings, Inc.
4 Parkway North, Suite 400
Deerfield, IL 60015



Dear Mr. Wilson:



The Board of Directors of Terra Industries Inc., with the assistance of its financial and legal advisors, has carefully considered your latest proposal to combine our companies. Our Board has unanimously concluded that this most recent version of your proposal continues to run counter to Terra's strategic objectives, substantially undervalues Terra both absolutely and relative to CF, and would deliver less value to our shareholders than would owning Terra on a stand-alone basis.



Accordingly, we reject your proposal.



Sincerely,



Michael L. Bennett
President and Chief Executive Officer



Henry R. Slack Chairman of the Board



cc: Board of Directors of CF Industries Holdings, Inc., c/o
Corporate Secretary, CF Industries Holdings, Inc.



Credit Suisse Securities (USA) LLC is serving as Terra's financial advisor, and Cravath, Swaine & Moore LLP and Wachtell, Lipton, Rosen & Katz are serving as legal counsel to Terra. MacKenzie Partners, Inc. is serving as proxy solicitor for Terra.



About Terra Terra Industries Inc., with 2008 revenues of $2.9 billion, is a leading North American producer and marketer of nitrogen products.



SOURCE: Terra Industries Inc. via Business Wire.