**EXHIBIT10.2**EXECUTION COPY     SECOND AMENDMENT dated as of September 4, 2007 (this“Amendment”), to the Amended and Restated Five-Year RevolvingCredit Agreement dated as of October 11, 2001, as amended and restated as ofAugust 29, 2006, as amended by the First Amendment dated as of February 20,2007 (the “Credit Agreement”), among LAND O’LAKES, INC., acooperative corporation organized under the laws of the State of Minnesota(the “Borrower”), the several banks and other financial institutionfrom time to time party thereto (the “Lenders”), andJPMORGAN CHASE BANK,N.A., as administrative agent (in such capacity, the “AdministrativeAgent”).          A. Capitalized terms used but not defined herein shall have the meanings assigned to suchterms in the Credit Agreement, as amended hereby.          B.the Borrower has notified the Administrative Agent that Agriliance, LLC(“Agriliance”), A Delaware limited liability company and a joint venture between theBorrower and CHS Inc., will distribute (the “ Agriliance Asset Distribution”) all theassets constituting its crop protection products business to Winfield Solutions, LLC, aDelaware limited liability company and a Wholly Owned Subsidiary of the Borrower.          C. The Borrower has requested that certain provisions of the Credit Agreement be amendedin order to, among other things, permit the Borrower to increase the capacity of itsSecuritization Vehicle to $300,000,000 in order to fund incremental working capital needsrelated to the Agriliance Asset Distribution.          D. The Required Lenders are willing to effect such amendments on the terms and subject tothe conditions of this Amendment.          E. Accordingly, in consideration of the mutual agreements herein contained and other goodand valuable consideration, the sufficiency and receipt of which are hereby acknowledged, theparties hereto agree as follows:          SECTION 1. Amendment of the Credit Agreement. Effective as of the AmendmentEffective Date (as defined below):          (a) Section 1.01 of the Credit Agreement is amended by:          (i) inserting the following definitions in the appropriate alphabetical order:     “Agriliance” means Agriliance LLC, a Delaware limited liabilitycompany, of which 50% of the equity interest are owned by the Borrower.     “Agriliance Asset Distribution” means the distribution by Agriliance toNewco of all the assets constituting its crop protection products business.     “Newco” means Winfield Solutions, LLC, a Delaware limited liabilitycompany and a Wholly Owned Subsidiary of the Borrower.
 

 
2          (b) Section 6.01(a) of the Credit Agreement is amended by replacing each reference to“$250,000,000” in clause (ix) thereof with a reference to “$300,000,000”.          (c) Section 6.05(e) of the Credit Agreement is amended by replacing the reference to“$250,000,000” with a reference to “$300,000,000”.          (d) Section 6.08(b)(iv) of the Credit Agreement is amended by (i) deleting clause (C) in theproviso in its entirety and (ii) redesignating the existing clause (D) in the proviso as clause(C).          SECTION 2. Representations and Warranties. To induce the other parties hereto toenter into this Amendment, the Borrower represents and warrants to each of the Lenders, theAdministrative Agent and the Collateral Agent that, as of the Amendment Effective Date:          (a ) This Amendment has been duly authorized, executed and delivered by it and thisAmendment and the Credit Agreement, as amended hereby, constitutes its legal, valid and bindingobligation, enforceable against it in accordance with its terms except as such enforceability maybe limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affectingcreditors’ rights generally and by general principles of equity (regardless of whether suchenforceability is considered in a proceeding at law or in equity).          (b) The representations and warranties set forth in Article III of the Credit Agreement are,after giving effect to this Amendment, true and correct in all material respects on and as of theAmendment Effective Date with the same effect as though made on and as of the Amendment EffectiveDate, except to the extent such representations and warranties expressly relate to an earlierdate (in which case they were true and correct in all material respects as of such earlier date).          (c) No Default or Event of Default has occurred and is continuing.          (d) The Collateral and Guarantee Requirement shall be satisfied.          SECTION 3. Effectiveness. This Amendment and the amendment of the Credit Agreementeffected hereby shall become effective as of the first date (the “Amendment EffectiveDate”) on which the following conditions have been satisfied:          (a) The Administrative Agent (or its counsel) shall have received duly executedcounterparts hereof that, when taken together, bear the signatures of (i) the AdministrativeAgent, (ii) the Borrower and (iii) the Required Lenders.          (b) The Administrative Agent shall have received a certificate of a Financial Officerto the effect that the representations and warranties set forth in Section 2 hereof aretrue and correct on and as of the Amendment Effective Date.          (c) The Collateral and Guarantee Requirement shall have been satisfied.
 

 
3          (d) The Administrative Agent shall have received such documents and certificates as theAdministrative Agent or its counsel may reasonably request relating to the authorization of thisAmendment and the transactions contemplated hereby and any other legal matters relating to theLoan Parties, this Amendment, and the transactions contemplated hereby, all in form andsubstance reasonably satisfactory to the Administrative Agent.          (e) The Administrative Agent shall have received all fees and other amounts due from anyLoan Party hereunder or under the Credit Agreement or any other Loan Document on or prior to theAmendment Effective Date and, to the extent invoice on or prior to the Amendment Effective Date,reimbursement or payment of all out-of-pocket expenses (including fees, charges anddisbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or underthe Credit Agreement or any other Loan Document.The Administrative Agent shall notify the Borrower and the Lenders of the Amendment EffectiveDate, and such notice shall be conclusive and binding.          SECTION 4. Effect of Amendment. (a) Except as expressly set forth herein, thisAmendment shall not by implication or otherwise limit, impair, constitute a waiver of orotherwise affect the rights and remedies of the Lenders, the Administrative Agent or theCollateral Agent under the Credit Agreement or any other Loan Document, and shall not alter,modify, amend or in any way affect any of the terms, conditions, obligations, covenants oragreements contained in the Credit Agreement or any other provision of the Credit Agreement orof any other Loan Document, all of which are ratified and affirmed in all respects and shallcontinue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to aconsent to, or a waiver, amendment, modification or other change of, any of the terms,conditions, obligations, covenants or agreements contained in the Credit Agreement or any otherLoan Document in similar or different circumstances.          (b) On and after the Amendment Effective Date, each reference in the Credit Agreement to“this Agreement”, “hereunder”, “hereof, “herein”, or words of like import, and each reference tothe Credit Agreement in any Loan Document shall be deemed a reference to the Credit Agreement asamended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the CreditAgreement and the other Loan Documents.          SECTION5. Costs and Expenses. The Borrower agrees to reimburse the AdministrativeAgent for its reasonable out-of-pocket expenses in connection with this Amendment,including the reasonable fees, charges and disbursements of counselfor the Administrative Agent.          SECTION 6. Indemnity. It is agreed that for all purposes of Section 9.03(b) ofthe Credit Agreement, the execution, delivery and performance of this Amendment and theother transactions contemplated hereby shall all be deemed to be transactionscontemplated by the Credit Agreement.
 

 
4          SECTION 7. Counterparts. This Amendment may be executed in any number ofcounterparts and by different parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed an original, but all such counterparts together shallconstitute but one and the same instrument. Delivery of any executed counterpart of a signaturepage of this Amendment by facsimile or other electronic transmission shall be as effective asdelivery of a manually executed counterpart hereof.          SECTION 8. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH ANDGOVERNED BY THE LAW OF THE STATE OF NEW YORK.          SECTION 9. Headings. The headings of this Amendment are for purposes ofreference only and shall not limit or otherwise affect the meaning hereof.
 

 
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed bytheir duly authorized officers, all as of the date and year first above written.         LAND O’LAKES, INC.,           By /s/ Daniel Knutson             Name: Daniel Knutson