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MANAGEMENT INCENTIVE

AGREEMENT dated as of November 29, 2004

(this Agreement) by and between UAP

HOLDING CORP., a Delaware corporation (the

Company), and each of the HOLDERS (as

hereinafter defined) that are parties hereto

WHEREAS, the holders listed on the signature page hereto (the Holders) are owners of equity securities of the Company and are parties to an Investor Rights Agreement dated as of November 24, 2003 with the Company (the Investor Rights Agreement);

WHEREAS, the Company proposes to carry out a public offering (the Offering) of its shares of Common Stock, par value $.001 per share (the Common Stock) and the Non-Apollo Group Holders recognize that such offering may be of benefit to them because the Company will permit such Non-Apollo Group Holders to sell a portion of their shares of Common Stock in the Offering;

WHEREAS, in connection with the Offering, the Holders and the Company desire to terminate the Investor Rights Agreement in its entirety and replace such Investor Rights Agreement with this Agreement;

WHEREAS, in connection with the Offering, the Company and each Non-Apollo Group Holder who is a party to a Retention Agreement, dated as of November 24, 2003, with the Company (each such agreement, a Retention Agreement) desire to terminate the Retention Agreements in their entirety and replace such Retention Agreements with this Agreement; and

WHEREAS, to the extent that any Holders have previously executed a Management Incentive Agreement with the Company (the Old Management Incentive Agreement) in connection with the Companys filing with the Securities and Exchange Commission on May 14, 2004 of an amendment to its registration statement on Form S-1, each such Holder and the Company desire to terminate such agreement in its entirety and replace such Old Management Incentive Agreement with this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.1 Restrictions on Transfer. Subject to Sections 1.2, 1.3 and 1.4 and Article VII:

(a) Without the prior written consent of the Company (which consent may be granted at any time and from time to time by the Companys board of directors), no Non-Apollo Group Holder shall offer to sell, contract to sell, or otherwise sell, dispose of, loan, use as

collateral or otherwise pledge, transfer, assign, hypothecate or otherwise grant any interest in or rights with respect to (collectively, Transfer) (i) any shares of Common Stock now owned or hereafter acquired by such Non-Apollo Group Holder pursuant to (A) the exercise of Options granted under the Companys 2003 Stock Option Plan (as amended, restated or supplemented, the 2003 Stock Option Plan) or (B) the Companys 2003 Deferred Compensation Plan (as amended, restated or supplemented, the 2003 Deferred Compensation Plan) or (C) the Companys 2004 Deferred Compensation Plan (as amended, restated or supplemented, the 2004 Deferred Compensation Plan), and (ii) any securities issued in respect of such shares of Common Stock (collectively, the Securities).

(b) Each Non-Apollo Group Holder also agrees and consents to the entry of stop transfer instructions with the Companys transfer agent and registrar against the Transfer of any Securities held by such Non-Apollo Group Holder that are subject to this Article I, except in compliance with this Article I.

(c) Except as otherwise provided herein, each Non-Apollo Group Holder acknowledges that the restrictions set forth in this Section 1.1 shall continue to apply even if such Non-Apollo Group Holder ceases to be employed by the Company and/or its subsidiaries.

1.2 Exceptions. Notwithstanding the Transfer restrictions contained in Section 1.1 hereof:

(a) In connection with the Offering, on the Offering Date, each Non-Apollo Group Holder shall be permitted to sell to the underwriters in the Offering, in the manner set forth in this Section 1.2(a), up to an aggregate number of shares of Common Stock with a value, based on the Per Share Offering Price (as hereinafter defined), equal to the sum of (i) 15% of the value of the shares of Common Stock represented by the Deferred Shares with which such Non-Apollo Group Holders Deferred Compensation Accounts are credited under the Deferred Compensation Plans, after giving effect to the stock split to be consummated in connection with the Offering, such value to be based on the per share price paid to each Apollo Group Holder in respect of shares of Common Stock sold to the underwriters by such Apollo Group Holder in connection with the Offering (after giving effect to underwriting discounts and commissions) (the Per Share Offering Price), and (ii) 15% of the aggregate Net Option Value of such Non-Apollo Group Holders Options which are, or will become, Vested Options after giving effect to the closing of the Offering and for this purpose taking into consideration only the Trance B Options and Tranche C Options (i.e., Tranche A Options whether or not vested shall be excluded from this 15% calculation) (collectively, with respect to each Non-Apollo Group Holder, the Initial Share Amount). For purposes hereof, Net Option Value with respect to an Option means, in respect of each share of Common Stock issuable upon the exercise of that Option, the Per Share Offering Price less the per share exercise price of such Option (after giving effect to the stock split contemplated thereby). The parties hereto agree that, pursuant to Section 4 of the Investor Rights Agreement and Section 5.1(b) of each of the Deferred Compensation Plans, a number of Deferred Shares equal to the number of shares of Common Stock a Non-Apollo Group Holder is permitted to sell in connection with the Offering as calculated pursuant to this Section 1.2(a) shall be paid to such Non-Apollo Group Holder from the Deferred Compensation Plans immediately prior to the Offering.