0001104659-07-026221 Sample Contracts

UAP HOLDING CORP. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • April 5th, 2007 • Uap Holding Corp • Agricultural chemicals

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) between UAP HOLDING CORP., a Delaware corporation (the “Corporation”), and the Participant is delivered under the UAP Holding Corp. 2004 Long-Term Incentive Plan (the “Plan”).

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UAP HOLDING CORP. 2004 LONG-TERM INCENTIVE PLAN AMENDMENT TO THE APRIL 8, 2006 RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • April 5th, 2007 • Uap Holding Corp • Agricultural chemicals

THIS AMENDMENT TO EACH OF THE RESTRICTED STOCK UNIT AWARD AGREEMENTS (this “Amendment”) issued under the UAP Holding Corp. 2004 Long-Term Incentive Plan (the “Plan”) is hereby agreed to by UAP HOLDING CORP., a Delaware corporation (the “Corporation”), and the Participant, effective April 8, 2007.

UAP HOLDING CORP. 2004 LONG-TERM INCENTIVE PLAN AMENDMENT AND RESTATEMENT OF THE
Restricted Stock Unit Award Agreement • April 5th, 2007 • Uap Holding Corp • Agricultural chemicals

THIS AMENDMENT AND RESTATEMENT (this “Agreement”) OF THE RESTRICTED STOCK UNIT AWARD AGREEMENT issued under the UAP Holding Corp. 2004 Long-Term Incentive Plan (the “Plan”) is hereby agreed to by UAP HOLDING CORP., a Delaware corporation (the “Corporation”), and the Participant, effective April 8, 2007.

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