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                      STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

                              As Amended April 27, 2000

1.   PURPOSE. This Stock Option Plan for Non-Employee Directors (the "Director
Plan") is intended to attract and retain the services of experienced and
knowledgeable independent directors of Michael Foods, Inc. (the "Company")
for the benefit of the Company and its shareholders and to provide additional
incentive for such directors to continue to work for the best interest of the
Company and its shareholders.

2.   STOCK SUBJECT TO THE DIRECTOR PLAN. There are reserved for issuance upon
the exercise of options granted under the Director Plan 150,000 shares of
common stock (the "Shares") of the Company. Such Shares may be authorized and
unissued shares of common stock. If any option granted under the Director
Plan shall expire or terminate for any reason without having been exercised
in full, the Shares subject thereto shall again be available for the purpose
of issuance upon the exercise of options granted under the Director Plan.

3.   ADMINISTRATION. The Director Plan shall be administered by the Board of
Directors of the Company (the "Board"). The Board shall have plenary
authority to interpret the Director Plan, to prescribe, amend and rescind
rules and regulations relating to it, to determine the terms and provisions
of the option grants or agreements (which shall comply with the terms and
conditions of the Director Plan) and to make all other determinations
necessary or advisable for the administration of the Director Plan. The
Board's determination in all matters shall be final.

4.   ELIGIBILITY. Each director of the Company who is not otherwise an
employee of the Company and who has not been an employee of the Company or
any of its subsidiaries for a period of at least one year prior to the date
of grant of an option under the Director Plan shall automatically be granted
an option to purchase 5,000 Shares immediately upon first being elected as
a director of the Company. Thereafter, each then current director shall be
granted an additional option to purchase 1,500 Shares upon each anniversary of
their election to the Board. Only options which do not qualify as "incentive
stock options" under Section 422A of the Internal Revenue Code of 1986, as
amended, shall be granted under the Director Plan.

5.   OPTION GRANTS. (a) The purchase price of the Shares under each option
granted under the Director Plan shall be not less than 100% of the fair
market value of the stock at the time such option is granted. Fair market
value shall mean the final reported price of the Company's Shares as quoted
on the National Association of Securities Dealers Automated Quotation System
- National Market System (NASDAQ-NMS) for the date of grant, or if no
quotation is available, at the fair market value as established by the Board.

(b) Options shall become fully exercisable on the date of grant. The term of
each option shall be ten years from the date of grant thereof.

(c) Upon exercise, the option price is to be paid in full in cash, or at the
discretion of the Board, in Shares owned by the optionee having a fair market
value on the date of exercise equal to the aggregate option price, or at the
discretion of the Board, in a combination of cash and Shares. For purposes of
this paragraph, the market value of Shares tendered to exercise an option
shall be the mean of the high and low reported sales prices of the Shares on
the


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NASDAQ-NMS on the exercise date; if the Shares are not traded on the exercise
date, the fair market value on such date shall be determined under Treasury
Regulations Section 20.2031-2.

(d) Nothing in the Director Plan or in any option granted pursuant to the
Director Plan shall confer on any individual any right to continue as a
director of the Company or interfere in any way with the right of the Company
to terminate the optionee's services as a director at any time.

(e) In the event that an individual to whom an option has been granted under
the Director Plan dies while such option remains unexercised, the option
theretofore granted to the optionholder may be exercised by the personal
representative of the optionholder at any time during the term that the
option could have been exercised by the optionee.

6.   TRANSFERABILITY AND SHARE RIGHTS OF HOLDERS OF OPTIONS. No option granted
under the Director Plan shall be transferable otherwise than by will or by
the laws of descent and distribution, and the option may be exercised, during
the lifetime of the holder thereof, only by the holder. However, an optionee
may request, and the Compensation Committee of the Board may grant, the
transfer of an option to a member of an optionee's immediately family or to a
trust to benefit persons who constitute an optionee's immediate family. The
holder of an option shall have none of the rights of a shareholder until the
Shares subject thereto have been registered in the name of the person or
persons exercising such option on the transfer books of the Company upon such
exercise.

7.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Notwithstanding any other
provision of the Director Plan, the number and class of Shares subject to the
options and option prices of the options covered thereby shall be
proportionally adjusted in the event of changes in the outstanding Shares by
reason of stock dividends, stock splits, recapitalizations, mergers,
consolidations, accommodations or exchanges of shares, split-ups, split-offs,
spin-offs, liquidations or other similar changes in capitalization, or any
distribution to common shareholders other than cash dividends and, in the
event of any such change in the outstanding Shares, the aggregate number and
class of Shares available under the Director Plan shall be appropriately
adjusted by the Board.

8.   AMENDMENTS AND TERMINATION. Unless the Director Plan shall theretofore
have been terminated as hereinafter provided, the Director Plan shall
terminate on, and no awards of options shall be made after, December 31,
2002. The Director Plan may be terminated, modified or amended by the
shareholders of the Company. The Board of Directors of the Company may also
terminate the Director Plan at any time or may modify or amend the Director
Plan in such respects as it shall deem advisable in order to conform to any
changes in the law or regulations applicable thereto, or in respects which
shall not change (i) the total number of Shares as to which options may be
granted, (ii) the class of persons eligible to receive options under the
Director Plan, (iii) the manner of determining option prices, (iv) the period
during which the options may be granted or exercised, or (v) the provisions
relating to the administration of the Director Plan by the Board.

9.   WITHHOLDING. Upon the transfer of Shares as a result of the exercise of
an option, the Company shall have the right to retain or sell without notice,
sufficient Shares (valued as provided in paragraph 5(d)) to cover the amount
of any tax required by any government to be withheld or otherwise deducted
and paid with respect to such exercise, remitting any balance to the
optionee; provided,

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however, that the optionee shall have the right to provide the Company with
the funds to enable it to pay such tax.

10.  EFFECTIVENESS OF DIRECTOR PLAN. The Director Plan shall become effective
on the date the Director Plan is approved by the vote of holders of a
majority of Shares present or represented and entitled to vote at a meeting
of the shareholders within twelve months after the date of adoption of the
Director Plan by the Board of Directors. Notwithstanding the foregoing, any
options granted pursuant to the Director Plan prior to the effective date,
but subsequent to the date of adoption by the Board, shall be ratified and
confirmed as of the date of adoption of the Director Plan by the shareholders
as provided herein.