CHANGE OF CONTROL AND RETENTION AGREEMENT



      This Change of Control and Retention Agreement (the "AGREEMENT") is made

and entered into as of [Date], by and between Diamond Walnut Growers, Inc., a

California agricultural cooperative association (the "COMPANY"), and [Executive]

(the "EXECUTIVE").



                                   RECITALS:



      WHEREAS, the Executive is a key employee of the Company who possesses

valuable proprietary knowledge of the Company, its business and operations and

the markets in which the Company competes; and



      WHEREAS, the Company benefits from the knowledge, experience, expertise

and advice of the Executive to manage its business for the benefit of the

Company's stockholders; and



      WHEREAS, the Company recognizes that it is necessary to attract and retain

key employees, and a key element of programs to attract and retain key employees

is to provide assurance about their status in the event of any Change of

Control, to avoid uncertainty regarding the consequences of such an event that

could adversely affect the performance of the Executive; and



      WHEREAS, the Company believes that the existence of this Agreement will

serve as an incentive to Executive to remain in the employ of the Company, and

would enhance the Company's ability to call on and rely upon Executive if a

Change of Control were to occur; and



      WHEREAS, the Company and the Executive desire to enter into this Agreement

to encourage the Executive to continue to devote the Executive's full attention

and dedication to the success of the Company, and to provide specified

compensation and benefits to the Executive in the event of a Termination Upon

Change of Control pursuant to the terms of this Agreement.



      NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:



1.    PURPOSE



      The purpose of this Agreement is to provide specified compensation and

      benefits to the Executive in the event of a Termination Upon Change of

      Control. Either the Executive or the Company may terminate the Executive's

      employment at any time for any reason.



2.    TERMINATION UPON CHANGE OF CONTROL



      2.1   Prior Obligations. In the event of a Termination Upon Change of

            Control, the Executive shall be entitled to the benefits described

            in this Section 2.1.



            2.1.1 Accrued Salary and Vacation. All salary and accrued vacation

                  earned through the date of a Termination Upon Change of

                  Control shall be paid to Executive on such date.

<PAGE>

            2.1.2 Accrued Bonus Payment. The Executive shall receive a lump sum

                  payment of Executive's target bonus for the Company's prior

                  fiscal year to the extent that any such bonus was earned and

                  is unpaid on the date of a Termination Upon Change of Control.



            2.1.3 Expense Reimbursement. Within ten (10) days of submission of

                  proper expense reports by the Executive, the Company shall

                  reimburse the Executive for all expenses incurred by the

                  Executive, consistent with Company policy, in connection with

                  the business of the Company prior to the date of a Termination

                  Upon Change of Control.



      2.2   Additional Cash Severance Benefits. In the event of a Termination

            Upon Change of Control, the Executive shall be entitled to receive

            an amount equal to [______] percent ([___]%) of the Executive's

            Annual Compensation. The amount calculated, as set forth herein,

            shall be paid in cash in a lump sum. Payment hereunder shall be made

            within ten (10) days following the later of: (i) (if required by

            Section 409A of the Code) six (6) months after the date of a

            Termination Upon Change of Control, or (ii) the effective date of

            the release executed by the Executive pursuant to Section 5.3 of

            this Agreement.



      2.3   Stock Option or Restricted Stock Acceleration.



            2.3.1 Acceleration of Vesting and Exercisability. All outstanding

                  stock options and shares of restricted stock (if any) granted

                  to the Executive by the Company (and any successor to the

                  Company) shall have [____]% of their vesting and

                  exercisability accelerated upon the later of (i) the date of a

                  Termination Upon Change of Control, or (ii) the effective date

                  of the release executed by the Executive pursuant to Section

                  5.3 of this Agreement.



            2.3.2 Acceleration Following Non-Assumption of Options. If there is

                  a Change of Control in which, prior to such Change of Control,

                  all unvested outstanding stock options granted to the

                  Executive by the Company are not fully assumed or replaced by

                  fully equivalent substitute stock options of the Successor,

                  then: (1) all such unvested stock options held by Executive

                  shall have their vesting and exercisability fully accelerated

                  such that all unvested stock options are vested immediately

                  prior to the effective date of the Change of Control and (2)

                  the Company shall provide reasonable prior written notice to

                  the Executive of: (a) the date that each such unvested stock

                  options will terminate and (b) the period during which the

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