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1.
    
    Definition of Terms. The following terms referred to in this Agreement shall have
the following meanings:
 1.1.
    
    Cause. Cause shall mean (i) any act of personal dishonesty taken by the Executive in
connection with responsibilities as an employee which is intended to result in substantial
personal enrichment of the Executive, (ii) Executives conviction of a felony which the
Board reasonably believes has had or will have a material detrimental effect on the
Companys reputation or business, (iii) a willful act by the Executive which constitutes
misconduct and results in material injury to the Company, or (iv) continued willful
violations by the Executive of the Executives obligations to the Company after there has
been delivered to the Executive a written demand for performance from the Company which
describes the basis for the Companys belief that the Executive has not substantially
performed the duties of the position.1.2.
    
    Change of Control. Change of Control shall mean the occurrence of either of the
following events: (a) the approval by the Board of a merger or consolidation of the Company
with any other entity, other than a merger or consolidation which would result in the
owners of the Company immediately prior thereto continuing to own more than fifty percent
(50%) of the ownership interest of the Company or the surviving entity immediately after
such merger or consolidation; (b) the approval by the Board of a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the Company of
all or substantially all of the Companys assets; or (c) any one person, or more than one
person acting as a group, acquires ownership of stock of the Company




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that, together with stock held by such person or group, constitutes more than 50 percent of
the total fair market value or total voting power of the Company.
 1.3.
    
    Involuntary Termination. Involuntary Termination shall mean any termination of the
Executives employment by the Company which is not effected for Cause.1.4.
    
    Target Annual Variable Pay. Target Annual Variable Pay means 80% of Executives
annual base pay as of his Termination Date.1.5.
    
    Termination Date. Termination Date shall mean the effective date of any notice of
termination of employment delivered by either Company or Executive to the other party.1.6.
    
    Voluntary Termination for Good Reason. Voluntary Termination for Good Reason means
termination of employment with the Company initiated by the Executive after any of the
following: (a) a material reduction by the Company of the Executives compensation
(including base salary, annual variable pay opportunity, and long-term incentive and/or
equity opportunity); (b) material change in scope of Executives responsibilities or
reporting relationship (provided however, the parties acknowledge and agree that a change
in the scope of Companys operations generally that is not the result of a Substantial
Change of Circumstances shall not constitute a material change in the scope of Executives
responsibilities for purposes of this Agreement); (c) relocation of Company headquarters
outside the Minneapolis-St. Paul metropolitan area; or (d) the failure of a successor to
assume this Agreement pursuant to paragraph 9.1.1.7.
    
    Substantial Change of Circumstance.Substantial Change of Circumstances means (a) a
Change of Control; (b) any single sale, spinoff or other divestiture resulting in a
reduction of 35% or more of Companys assets or revenue.
 2.
    
    Term of Agreement. This Agreement shall terminate upon the earlier of the date that
all obligations of the parties hereto under this Agreement have been satisfied, or the date
established by separate written consent of the parties.3.
    
    At-Will Employment. The Company and the Executive acknowledge that the Executives
employment is at-will. Either Executive or the Company can terminate the employment
relationship at any time, with or without cause, subject to their respective continuing
post-employment obligations contained in this Agreement. If the Executives employment
terminates for any reason, including the death or disability of the Executive, the Executive
shall not be entitled to any payments, benefits, damages, awards or compensation other than as
provided by this Agreement, or, to the extent not modified by this agreement, as may otherwise
be established under the Companys then existing employee benefit plans or policies at the
time of termination,.4.
    
    Eligibility for Severance Benefits. The benefits described in Section 5 below will
be made only in the circumstances described in Paragraphs 4.1, 4.2, 4.3, and 4.4 and then only
provided Executive complies with the conditions set forth in Paragraphs 4.5, 4.6, and 4.7. If
Executive is eligible for Severance Benefits under the terms of this Agreement, such benefits
will be in lieu of any other Company plan or practice relating to severance pay.




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4.1
    
    Change of Control. The applicable benefits described in Section 5 below will be paid or
provided in the event of a Change of Control, and then only if Executives Involuntary
Termination occurs prior to and in anticipation of, or within twenty-four (24) months after a
Change of Control, or if an event giving rise to Voluntary Termination for Good Reason occurs
within twenty-four (24) months after a Change of Control.4.2
    
    Other Substantial Change of Circumstances. The applicable benefits described in Section 5
below will be paid or provided in the event of a Substantial Change of Circumstance other
than a Change of Control, and then only if Executives Involuntary Termination occurs prior
to and in anticipation of, or within twelve (12) months after such Substantial Change of
Circumstance, or if an event giving rise to Voluntary Termination for Good Reason occurs
within twelve (12) months after such Substantial Change of Circumstance.4.3
    
    Other Involuntary Termination.Pursuant to the terms of the Offer Letter dated July 15,
2005, in the event of Executives Involuntary Termination at any time under circumstances
which do not constitute a Substantial Change of Circumstances, Executive will be entitled to
the applicable benefits described in Section 5 below.4.4
    
    Other Voluntary Termination for Good Reason.In the event of Executives Voluntary
Termination for Good Reason under circumstances which do not constitute a Substantial Change
of Circumstances, Executive will be entitled to the applicable benefits described in Section
5 below.4.5
    
    Notification.The Executive must provide notice to Company of Voluntary Termination with
Good Reason within sixty days after the occurrence of the event described in Paragraph 1.6
giving rise to good reason. The Effective Termination Date specified in the notice shall be
not more than thirty days after the date of the notice unless otherwise mutually agreed by
the parties.4.6
    
    Confidentiality.Executive has signed an Invention and Trade Secret Agreement and has
other legal and fiduciary obligations to maintain the confidentiality of Company information,
including information relating to potential or planned Substantial Change of Circumstance
events. Executives compliance with his obligations of confidentiality is a condition to
receiving any payments or benefits under this Agreement.4.7
    
    Separation Agreement and Release.As consideration for the benefits provided pursuant to
Section 5 of the agreement, Executive must execute a Separation Agreement and Release
reasonably satisfactory to the Company. The Separation Agreement and Release will be provided
to Executive within seven (7) days of his Termination Date, and shall include the following
provision:
 Non-competition; Non-solicitation
 (a)
    
    Executive agrees that for the two-year period from and after his
Termination Date, he will not, within the Restricted Area (as hereinafter
defined) either directly, alone or with others, own, manage, operate,




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control, participate in, or be connected in any manner with the ownership,
management, operation, or control of any business which involves the
manufacture, sale, marketing, or distribution of Products (as hereafter
defined) which compete with Products currently produced or sold by Land
OLakes or its subsidiaries or affiliates. Executive further agrees that for
the two-year period from and after his Termination Date, he will not
solicit, induce, or attempt to persuade any agent, employee, or customer of
Land OLakes or its legal successors to terminate an existing employment,
agency, or business relationship with Land OLakes or its legal successors
in order to enter into any such relationship with, or on behalf of, any
Competitor (as hereinafter defined), or otherwise knowingly interfere with
the relationship of Land OLakes or its legal successors with any of its
employees, contractors, agents, or customers.
 (b)
    
    For purposes of this non-compete agreement, Products means all products
and related services manufactured, marketed, distributed and sold by Land OLakes
or any subsidiary or affiliate of Land OLakes during the five year period
preceding the Termination Date; Restricted Area means the United States; and
Competitor means any person or entity that manufactures, sells, markets, or
distributes Products within the Restricted Area.(c)
    
    If, at the time of enforcement of this provision, a court
shall hold that the duration, scope, area, or other restrictions stated herein
are unreasonable duration, scope, area, or other restrictions that are
reasonable under such circumstances shall be substituted for the stated
duration, scope, area, or other restrictions.(d)
    
    The foregoing non-competition provision shall not preclude
Executive from owning less than two percent (2%) of any company, the stock of
which is traded on any national or regional exchange or any established
over-the-counter trading market.
 4.7.
    
    Burden of Proof.Executive shall have the burden of proof to establish that an
Involuntary Termination has occurred in anticipation of a Substantial Change of Circumstances by
demonstrating that but for the anticipated Substantial Change of Circumstances, such Involuntary
Termination would not have occurred.
 5.
    
    Severance Benefits. If the Executive meets the eligibility requirements described in
Section 4 above, the Executive shall be entitled to the following benefits:
 5.1.
    
    Involuntary Termination Caused by Substantial Change of Circumstances; Voluntary
Termination with Good Reason Following Change of Control.In the event of Executives
Involuntary Termination prior to and in anticipation of, or following any Substantial
Change of Circumstances, or in the event of Executives Voluntary Termination with Good
Reason following a Change of Control, Company will provide Executive with Separation
Allowance comprised of the following amounts: thirty-six
(36) months of the Executives base salary (as in effect immediately prior to the




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Substantial Change of Circumstances); three times Target Annual Variable Pay; an amount
equivalent to the value of unvested options or units forfeited by operation of the CVIP; an
amount equivalent to Long-Term Incentive target pro-rated as of the Termination Date. No
payment in this paragraph is intended to duplicate any benefits payable under the terms of
the LTIP or CVIP.
 5.2.
    
    Other Voluntary Termination with Good Reason; Other Involuntary Termination.In the
event of Executives Voluntary Termination with Good Reason in circumstances other than a
Change of Control, or in the event of Executives Involuntary Termination under
circumstances which do not constitute a Substantial Change of Circumstances, Company will
provide Executive with a Separation Allowance in an amount equal to twenty-four (24) months
of the Executives base salary (as in effect immediately prior to the Substantial Change of
Circumstances).5.3.
    
    Timing of Payments.The Separation Allowance will be paid in three equal installments:
the first installment will be paid within ten (10) days after the Termination Date or the
expiration of the rescission period described in the Separation Agreement and Release,
whichever is later; the second and third installments will be paid on the first and second
anniversaries of the Termination Date, respectively. The Separation Allowance shall not be
taken into account to determine any benefit calculation or contribution in any qualified or
non-qualified retirement plan maintained by Company. Executive acknowledges that Company is
required to withhold from the Separation Allowance federal income taxes at the rate
required by law, regardless of any other withholding election that Executive may have made
with respect to his wages.5.4.
    
    Employee Benefits.On and after the Termination Date, all employee benefits will be
treated as provided in the relevant plan documents or according to Companys normal
practices and procedures, except as specifically provided in this Agreement.
 (a)
    
    Health Care Continuation.Company agrees to offer to Executive, and Executive
at his sole option may elect to continue his current health care coverage (including
medical, dental, hearing and/or vision coverage) at active employee rates for up to the
Specified Period following his Termination Date upon the timely payment by Executive to
Company or its designated representative of the amount due for such coverage; the
Company will continue to pay its share of such costs for such coverage on an active
employee basis. For purposes of this Agreement, the Specified Period will be thirty-six
(36) months if Executive is eligible for benefits under paragraph 5.1 above, and
twenty-four (24) months if Executive is eligible for benefits under paragraph 5.2
above. Health care coverage under such plans shall continue until the earlier of: (i)
the effective date on which Executive secures comparable coverage under another group
health plan, or (ii) the expiration of the Specified Period. Executive shall notify
Company as soon as reasonably practicable of the effective date of any health care
coverage he secures following his separation from employment with Company, provided
such coverage is obtained during the Specified Period. Executive acknowledges that the
health care coverage continuation provided under this paragraph 5.4(a) will satisfy
Companys obligations under the Consolidated Omnibus Budget Reconciliation Act of 1985
(COBRA), provided that if circumstances occur which would extend COBRA eligibility beyond the Specified




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Period, Executive may continue such coverage for any additional period of COBRA eligibility at
normal COBRA rates. Executive acknowledges and agrees that he is solely responsible for
signing and returning to Company or its designated representative all documents required
by Company in order to effect health care options selected by him.
 (b)
    
    Life Insurance Continuation.Company agrees to pay on behalf of Executive the
premiums for continuation of his current life insurance coverage for the duration of
the statutory continuation period.
 5.5.
    
    Executive Outplacement.Executive will be provided with executive outplacement
assistance through a provider of his choice, at a cost not to exceed Twenty Thousand
Dollars ($20,000). No cash payment in lieu of outplacement services will be provided in the
event Executive declines such services.5.6.
    
    Annual Variable Compensation.Executive will be paid a prorated portion of annual
variable compensation for the year in which Termination Date occurs, based on projected
results as of Termination Date; such amount will be payable in the next calendar year when
such payments are normally made.
 6.
    
    Severance Benefits; Other Termination. If the Executives employment with the
Company terminates at any time under circumstances which do not meet the eligibility
requirements described in Paragraph 4.1, 4.2, 4.3, or 4.4, then the Executive shall not be
entitled to receive severance or other benefits described in Section 5 above, but may be
eligible for those benefits (if any) as may then be established under the Companys then
existing severance and benefits plans and policies at the Termination Date or under another
agreement with the Company.
 7.
    
    Accrued Wages and Vacation; Expenses. Without regard to the reason for, or the timing
of, Executives termination of employment: (i) the Company shall pay the Executive any unpaid
base salary due for periods prior to the Termination Date; (ii) the Company shall pay the
Executive all of the Executives accrued and unused PTO through the Termination Date; and
(iii) following submission of proper expense reports by the Executive, the Company shall
reimburse the Executive for all expenses reasonably and necessarily incurred by the Executive
in connection with the business of the Company prior to the Termination Date.8.
    
    Limitation on Payments and Benefits
 8.1Limitation.Notwithstanding anything to the contrary contained in this Agreement if,
after taking into account all amounts and benefits to be paid or payable to the Executive
under this Agreement or otherwise, any amount or benefit to be paid or provided under this
Agreement or any other plan or agreement would be a parachute payment, within the meaning
of Section 280G of the Internal Revenue Code of 1986, as amended (the Code), or any
successor provision thereto, and but for this Section 8 would be subject to the excise tax
imposed by Section 4999 of the Code, then the payments and benefits to be so paid or
provided under this Agreement or any other plan or agreement shall be either




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(a) delivered in full in the amounts and at the times set forth in this Agreement, or(b) delivered as to such lesser extent which would result in no portion of such
payments and benefits being subject to excise tax under Section 4999 of the Code, or
any successor provision thereto, or any tax imposed by any comparable provision of
state law, whichever of the foregoing amounts, taking into account the applicable
federal, state and local income taxes and the excise tax imposed by Section 4999 of
the Code, or any successor provision thereto, or any tax imposed by any comparable
provision of state law, results in the receipt by the Executive on an after-tax
basis, of the greatest amount of payments and benefits, notwithstanding that all or
some portion of such payments and benefits may be taxable under Section 4999 of the
Code, or any successor provision thereto, or any tax imposed by any comparable
provision of state law. Any taxes due under Section 4999 of the Code, or any
successor provision thereto, or any tax imposed by any comparable provision of state
law shall be the responsibility of the Executive.
 8.2. Auditors Determination. Any determination as to the amount or timing of payments
required under this Section 8 shall be made in writing by the Companys independent
accountants or other qualified professional engaged by the Company (the Auditor)
immediately prior to the Change of Control, whose determination shall be conclusive and
binding upon the Executive and the Company for all purposes. For purposes of making the
calculations required by this Section 8, the Auditor may, after taking into account the
information provided by the Executive, make reasonable assumptions and approximations
concerning applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of Section 280G and 4999 of the Code. The Company and the
Executive shall furnish to the Auditor such information and documents as the Auditor may
reasonably request in order to make a determination under this Section. If the auditor
identifies more than one option which would meet the requirements of Paragraph 8.1, the
Executive may select among the identified options within 30 days after receiving the
Auditors written determination. The Company shall bear all costs the Auditor may
reasonably incur in connection with any calculations contemplated by this Section 8. If, as
a result of any reduction required by Paragraph 8.1, amounts previously paid to the
Executive exceed the amount to which the Executive is entitled, the Executive will promptly
return the excess amount to the Company.
 9.
    
    Successors.
 9.1 Companys Successors. Any successor to the Company (whether direct or indirect and whether
by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all
of the Companys business and/or assets shall assume the Companys obligations under this
Agreement and agree to perform the Companys obligations under this Agreement in the same manner
and to the same extent as the Company would be required to perform such obligations in the
absence of a succession..9.2 Executives Successors. Without the written consent of the Company, Executive shall not
assign or transfer this Agreement or any right or obligation under this Agreement to any
other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all




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rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executives
personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.
 10.
    
    Notices.
 10.1 General. Notices and all other communications contemplated by this Agreement shall be in
writing and shall be deemed to have been duly given when personally delivered or when mailed by
U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of
the Executive, mailed notices shall be addressed to him at the home address which he most
recently communicated to the Company in writing. In the case of the Company, mailed notices
shall be addressed to its corporate headquarters, and all notices shall be directed to the
attention of Vice President, Human Resources.10.2 Notice of Termination. Any Involuntary Termination by the Company or Voluntary Termination
for Good Reason by the Executive shall be communicated by a notice of termination to the other
party hereto given in accordance with this Section. Such notice shall indicate the specific
termination provision in this Agreement relied upon, shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination under the provision so
indicated, and shall specify the Termination Date (which shall be not less than 30 days after
the giving of such notice).
 11.
    
    Dispute Resolution. All disputes arising hereunder shall be settled in accordance with
the following dispute resolution process:
 11.1 Negotiation; Mediation.The parties hereto will attempt to settle any claim or
controversy arising out of this Agreement through consultation and negotiation in good faith
and a spirit of mutual cooperation. However, at any time before or during such negotiations,
or following any unsuccessful negotiations, either party may by written notice to the other
demand that the dispute be submitted to mediation. When such a demand is made, the parties
shall within ten (10) days jointly make arrangements for the mediation of the dispute within
the State of Minnesota pursuant to the Model Procedure for Mediation of Business Disputes
produced by the Center for Public Resources (CPR).11.2 Effect on other legal proceedings.Neither party shall initiate any litigation or other
formal claim procedure before the parties have in good faith exhausted the negotiation and
mediation steps described in paragraph 11.1; provided, however, nothing in this Agreement
will prevent either party from resorting to judicial proceedings prior to that time for the
limited purposes of seeking a preliminary injunction or to avoid the barring of the claim
under the applicable statute of limitations. In addition, resort by either party to
negotiation or mediation pursuant to this Agreement shall not be construed under the
doctrine of laches, waiver or estoppel to affect adversely the rights of either party to
pursue any such judicial relief; provided, however, that irrespective of the filing of any
such request for judicial relief the party shall continue to participate in the dispute
resolution proceedings required by this Section 11. Any negotiation or mediation which takes
place pursuant to this Agreement shall be confidential and shall be treated as a
compromise and settlement negotiation for purposes of the Federal Rules of Evidence and
State rules of Evidence.




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12.
    
    Miscellaneous Provisions.
 12.1 Waiver. No provision of this Agreement may be modified, waived or discharged unless the
modification, waiver or discharge is agreed to in writing and signed by the Executive and by an
authorized officer of the Company (other than the Executive). No waiver by either party of any
breach of, or of compliance with, any condition or provision of this Agreement by the other
party shall be considered a waiver of any other condition or provision or of the same condition
or provision at another time.12.2 Integration. This Agreement represents the entire agreement and understanding between the
parties as to the Companys obligation to make payments and provide benefits to the Executive in
the event of Involuntary Termination, or in the event of Voluntary Termination for Good Reason
under the circumstances defined herein, and supersedes all prior or contemporaneous agreements
on the subject, whether written or oral.12.3 Choice of Law. The validity, interpretation, construction and performance of this Agreement
shall be governed by the internal substantive laws, but not the conflicts of law rules, of the
State of Minnesota.12.4 Severability. The invalidity or unenforceability of any provision or provisions of this
Agreement shall not affect the validity or enforceability of any other provision hereof, which
shall remain in full force and effect.12.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed
an original, but all of which together will constitute one and the same instrument.
  EXECUTIVE
    
    
    
    LAND OLAKES, INC./s/ Christopher J. Policinski
    
    
    
    By:
    
    /s/ Peter KappelmanTitle: Board ChairmanBy:
    
    /s/ Karen M. GrabowTitle: Vice President, Human Resources