STOCK PURCHASE AGREEMENT



                                  By and Among



                               UAP HOLDING CORP.,



                               CONAGRA FOODS, INC.



                                       and



                           UNITED AGRI PRODUCTS, INC.



                          Dated as of October 29, 2003



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                                Index of Exhibits



Exhibit 1.1(a)       Permitted Encumbrances

Exhibit 1.1(b)       Retained Assets

Exhibit 1.1(c)       Retention Bonuses

Exhibit 3.3.1        Designation, Preferences, Rights, Powers, Terms and

                     Conditions of the Shares

Exhibit 4.1.4        Form of Buyer Transition Services Agreement

Exhibit 4.1.6        Form of Seller Transition Services Agreement

Exhibit 4.1.7        Terms of Letter of Credit

Exhibit 4.1.8        Apollo Letter

Exhibit 4.1.9        Preferred Letter

Exhibit 4.2.5        Form of Indemnification Agreement

Exhibit 4.2.7        Form of Fertilizer Supply Agreement

Exhibit 4.2.9        Form of International Supply Agreement

Exhibit 4.2.10       Form of Buyer Release

Exhibit 4.2.11       Form of Seller Release

Exhibit 5.1(b)       Form of Auditor's Draft Preliminary Audit Report

Exhibit 8.7.1        Commitment Letters

Exhibit 9.1.1        Conduct of Business Exceptions

Exhibit 9.1.8        UAP Intellectual Property

Exhibit 9.2.2        Terms of Backup Funded Bridge

Exhibit 9.3.1        Exceptions to Termination of Affiliate Agreements

Exhibit 9.3.5        Guarantees

Exhibit 9.3.6        Form of Canadian Operations Assignment and Assumption

                     Agreement

Exhibit 9.4.3        Corporate Services

Exhibit 14.12(a)     Knowledge - Executive Officers of Seller

Exhibit 14.12(b)     Knowledge - Executive Officers of the Company



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     STOCK PURCHASE AGREEMENT, dated as of October 29, 2003, by and among UAP

Holding Corp., a Delaware corporation ("Buyer"), ConAgra Foods, Inc., a

Delaware corporation ("Seller"), and United Agri Products, Inc., a Delaware

corporation (the "Company").



RECITALS:



     (a)  Seller is the owner, directly or indirectly, of all of the issued and

          outstanding capital stock of the Company, United Agri Products Canada,

          Inc., a Canadian corporation ("UAP Canada"), and 2326396 Canada, Inc.,

          a Canadian corporation ("Access"); and



     (b)  Seller desires to sell or cause to be sold all of the issued and

          outstanding shares of capital stock of the Company (the "Company

          Stock"), UAP Canada (the "Canada Stock") and Access (the "Access

          Stock" and, together with the Company Stock and the Canada Stock, the

          "Stock") to Buyer, and Buyer desires to purchase the Stock from Seller

          or its Subsidiaries, for the consideration and upon the terms and

          conditions contained in this Agreement.



AGREEMENT:



     In consideration of the foregoing recitals and in further consideration of

the mutual covenants and agreements hereinafter contained, the parties hereto

agree, subject to the terms and conditions hereinafter set forth, as follows:



     1. Definitions.



          1.1 Certain Defined Terms. As used in this Agreement, the following

     terms shall have the following respective meanings:



     "Acquired Companies" shall mean the Company, UAP Canada, Access and the

Company Subsidiaries, and "Acquired Company" shall mean any of them.



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     "Action" shall mean (i) any claim, action, litigation, suit, grievance,

arbitration, proceeding or prosecution, or (ii) any investigation of which

Seller has knowledge of, in either case by or before any Governmental Authority.



     "Accrued 2003 Rebate Amount" means the total of all 2003 Rebates as

reflected in the Final Closing Balance Sheet, accrued in an amount equal to 100%

of actual and reasonable estimated 2003 Rebates earned as of Closing.



     "Actual 2003 Rebate Amount" means the total amount of all 2003 Rebates

collected by the Acquired Companies from the Closing.



     "Affiliate" shall mean, with respect to any specified Person, any other

Person that directly, or indirectly through one or more intermediaries,

Controls, is Controlled by, or is under common Control with, such specified

Person.



     "Agreement" shall mean this Agreement.





     "Albemarle" shall mean Albemarle Agricultural Chemicals, LLC.



     "Ancillary Agreements" shall mean, collectively, the Indemnification

Agreement, the Buyer Transition Services Agreement, the Fertilizer Supply

Agreement, the Buyer Release, the Seller Release, the International Supply

Agreement and the Seller Transition Services Agreement.



     "Ancillary Canadian Assets" shall mean the assets owned or leased by UAP

Canada and Access relating to hauling, transportation and trucking services.

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