Exhibit 10.02


UAP
HOLDING CORP. 2004 LONG-TERM INCENTIVE PLAN


AMENDMENT TO THE


APRIL 8, 2006


RESTRICTED
STOCK UNIT AWARD AGREEMENT


	
  Participant:

  	
   

  	
  [NAME]

  	
   

  	
  Employee ID: [NUMBER]

  
	
  Division:

  	
   

  	
  [NUMBER]

  	
   

  	
   

  	
   

  	
   

  



 






 


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.


W I T N E
S S E T H


WHEREAS, the Corporation
previously granted to the Participant one or more restricted stock unit awards
under the Plan (the “Stock Unit Award” or “Award”) which the Corporation has
determined should be amended.


NOW, THEREFORE, the parties
mutually agree to replace Section 4 in each original Award Agreement with the
following Section 4:


4.             Dividend
Equivalent Payments.  For
purposes of this Section 4, Record Date shall mean the date on which
shareholders of record are determined for purposes of paying the cash dividend
on Common Stock. Payments pursuant to
this Section are subject to tax
withholding. No cash payment shall be
made to the Participant for any Record Date occurring after the termination of
the Participant’s Award.


Dividend Equivalent Payment for Record Dates Occurring Prior to January
1, 2008.  This paragraph shall apply to dividend
equivalent payments payable with respect to Record Dates occurring prior to
January 1, 2008.  If the Corporation pays
a cash dividend on its outstanding Common Stock for which the Record Date
occurs after the Award Date, the Participant shall receive a cash payment equal
to the amount of the ordinary cash dividend paid by the Corporation on a single
share of Common Stock multiplied by
the number of Stock Units awarded under this Agreement that are unvested and unpaid as of such Record Date.  With respect to each Record Date in a
calendar year, the payment shall be calculated in January of the following calendar year, and paid to the Participant
in cash on February 1 of that following calendar year, or as soon as
administratively practicable thereafter,
but no later than March 15th of the calendar year following the calendar
year in which the Record Date occurred.


Dividend Equivalent Payment for Record Dates Occurring On
or After January 1, 2008.  This paragraph shall apply to dividend
equivalent payments payable with respect to Record Dates occurring on or after
January 1, 2008.  If the Corporation pays
a cash dividend on its outstanding Common Stock for which the Record Date
occurs after the Award Date, the Participant shall receive



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a cash payment equal to the amount of the ordinary cash dividend paid by
the Corporation on a single share of Common Stock multiplied by the number of Stock Units awarded
under this Agreement that are unvested and unpaid as of such Record Date. With respect to each Record Date in the
period from November 16th through the following February 15th, the
payment shall be calculated and paid
to the Participant in cash on the following March 1st, or as soon as
administratively practicable thereafter. 
With respect to each Record
Date in the period from February 16th through the following May 15th, the payment
shall be calculated and paid to the
Participant in cash on the following June 1st, or as soon as administratively
practicable thereafter. With respect
to each Record Date in the period from May 16th through the
following August 15th, the payment shall be calculated and paid to the Participant in cash on the following
September 1st, or as soon as administratively practicable thereafter. With respect to each Record Date in the period
from August 16th through the
following November 15th, the payment shall be calculated and paid to the Participant in cash on the following
December 1st, or as soon as administratively practicable thereafter.  Notwithstanding
the foregoing, with respect to each Record Date in a calendar year, payment
shall be calculated and paid to the Participant no later than March 15th of the calendar year following the calendar
year in which the Record Date occurred.


IN WITNESS WHEREOF, the
parties have executed this Amendment.


	
  UAP HOLDING CORP.

  	
   

  	
  PARTICIPANT

  
	
  a Delaware corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Employee ID: [NUMBER]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kent McDaniel

  	
   

  	
  Signature

  
	
   

  	
   

  	
  EVP Human Resources & Administration

  	
   

  	
  Employee Name: [NAME]

  
	
   

  	
   

  	
   

  	
   

  	
  Address:          [ADDRESS]

  
	
   

  	
   

  	
   

  	
   

  	
  City, State Zip: [CITY, STATE, ZIP]

  



 


 



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