A payment of a deferred share will reduce the number of deferred shares remaining credited to that participant’s account under the applicable deferred compensation plan. In connection with the Common Stock Offering and in accordance with the payment provisions described above, each participant received payment of a number of deferred shares equal to the number of shares of common stock that the participant was entitled to sell in the Common Stock Offering.

2003 STOCK OPTION PLAN

In connection with the Acquisition, UAP Holdings adopted a stock option plan, which we refer to in this prospectus as the “2003 option plan.” The purpose of the 2003 option plan is to further the growth and success of UAP Holdings and its subsidiaries by enabling our directors, employees and consultants to acquire shares of UAP Holdings’ common stock, thereby increasing their personal interest in such growth and success, and to provide a means of rewarding outstanding performance by such persons. The 2003 option plan provides that it may be administered by UAP Holdings’ board of directors or its compensation committee.

A total of 3,283,165 shares of UAP Holdings’ common stock may be subject to awards granted under the 2003 option plan. As of August 29, 2004, UAP Holdings’ board of directors had granted options to purchase 3,066,400 shares of UAP Holdings’ common stock under the 2003 option plan, and 216,765 shares remained available for additional award grant purposes. (The foregoing share numbers are presented after giving effect to the UAP Holdings stock split of approximately 39.085-for-one which was effected on November 17, 2004 in connection with the Common Stock Offering.) Shares that are subject to options that expire or for any reason are cancelled or terminated will again be available for options granted under the plan.

The 2003 option plan only allows for the issuance of non-qualified options to purchase shares of UAP Holdings’ common stock. The exercise price and term of the option are determined by the board of directors (or compensation committee) at the time of grant of the option. The number and type of securities subject to the option may be adjusted in the event of a stock split or similar event affecting UAP Holdings’ common stock. Options granted under the plan may not be assigned or transferred, except for transfers upon the optionee’s death. In the event of any sale of UAP Holdings, each option then outstanding under the 2003 option plan will become exercisable for the consideration per share received by Apollo in connection with such sale. In the event that we, or our successor, terminate an option holder’s employment without cause at any time on or within one year following the sale, all of the options under the 2003 option plan held by that optionee will become vested and exercisable as of the date of the termination. In addition, each 2003 option plan option that remains outstanding

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and is not otherwise vested on the first anniversary of such a sale will generally become fully vested and exercisable on that date. For purposes of the 2003 option plan, a “sale of UAP Holdings” generally means a sale of UAP Holdings to one or more independent third parties, pursuant to which such party or parties acquire capital stock possessing the voting power to elect a majority of our board of directors, or a sale of all or substantially all of our assets. Furthermore, upon a realization event, we may, but are not obligated to, purchase each outstanding vested 2003 option plan option for an amount equal to the amount per share received in respect of the shares sold in such transaction constituting the realization event less the exercise price of the option. For purposes of the 2003 option plan, a “realization event” generally means a sale of UAP Holdings as described above or any transaction or series of related transactions in which Apollo sells at least 50% of its interest in the company.

Each of the executives that is a party to a retention agreement received options under the 2003 option plan pursuant to individual option agreements, the terms and conditions of which are substantially identical. Each agreement provides for the issuance of three tranches of options to purchase common stock of UAP Holdings. The term of each option expires on the thirtieth day immediately following the eighth anniversary of the grant date of such option, unless otherwise terminated sooner. The Tranche A options vest 20% on each of the first five anniversaries of the grant date. All of the Tranche B options and Tranche C options vested upon the consummation of the Common Stock Offering.

Upon an executive’s termination of his employment, all of such executive’s issued and outstanding options automatically terminate upon the earlier to occur of (i) the thirtieth day following the eighth anniversary of the grant date or (ii) the ninetieth day following any termination of such employee’s relationship with UAP Holdings.

2004 NON-EXECUTIVE DIRECTOR STOCK OPTION PLAN

On March 8, 2004, UAP Holdings adopted a stock option plan for the benefit of its non-executive directors, which we refer to in this prospectus as the “2004 non-executive director option plan.” The purposes of the 2004 non-executive director option plan is to further the growth and success of UAP Holdings and its subsidiaries by enabling directors of UAP Holdings or any of its subsidiaries to acquire shares of UAP Holdings’ common stock, thereby increasing their personal interest in such growth and success, and to provide a means of rewarding outstanding performance by such persons. All options granted under the plan will be non-qualified stock options. The number and type of securities subject to options granted under the plan may be adjusted in the event of a stock split or similar event affecting UAP Holdings’ common stock.

No option granted under the 2004 non-executive director option plan may be assigned or otherwise transferred by the optionee, except for transfers by will or by the laws of descent and distribution. The 2004 non-executive director option plan will terminate on the tenth anniversary of its adoption, and no options may be granted under the plan thereafter.

As of May 30, 2004, UAP Holdings’ board of directors had granted options to purchase 351,762 shares of UAP Holdings’ common stock under the 2004 non-executive director option plan, all of which vested immediately, and another 234,517 shares of common stock remained available for future grants.

2004 LONG TERM INCENTIVE PLAN

In conjunction with the Common Stock Offering, UAP Holdings adopted a long-term incentive plan (which we refer to in this prospectus as the “2004 incentive plan”) as an additional means to attract, motivate, retain and reward directors, officers, employees and other eligible persons through the grant of awards and incentives for high levels of individual performance and improved financial performance of UAP Holdings. Equity-based awards are also intended to further align the interests of award recipients and UAP Holdings’ stockholders.

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A total of 273,598 shares of UAP Holdings’ common stock are currently available for awards granted under the 2004 incentive plan. Commencing on March 1, 2005 and on each March 1 thereafter during the term of the plan, an additional number of shares will become available for award grant purposes equal to the lesser of (i) 1,172,559 shares, (ii) a number of shares equal to 1% of the number of shares of UAP Holdings’ common stock outstanding at the close of business on the immediately preceding day, or (iii) such lesser number of shares as determined by UAP Holdings’ board of directors. (The foregoing share numbers are presented after giving effect to the UAP Holdings stock split of approximately 39.085-for-one effected on November 17, 2004 in connection with the Common Stock Offering.) Any shares subject to awards that are not paid or exercised before they expire or are terminated, as well as shares tendered or withheld to pay the exercise or purchase price of an award or related tax withholding obligations, will become available for other award grants under the plan. As of the date of this prospectus, no awards have been granted under the 2004 incentive plan.

UAP Holdings’ board of directors, or a committee of directors appointed by the board, has the authority to administer the 2004 incentive plan. A committee may delegate some or all of its authority with respect to the plan to another committee of directors, and certain limited authority to grant awards to employees may be delegated to one or more of UAP Holdings’ officers. (The appropriate acting body is referred to in this prospectus as the “administrator.”) The administrator of the plan will have broad authority to:

As is customary in incentive plans of this nature, the number and kind of shares available under the 2004 incentive plan and any outstanding awards, as well as the exercise or purchase prices of awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders. In no case (except due to an adjustment referred to above or any repricing that may be approved by UAP Holdings’ stockholders) will any adjustment be made to a stock option or stock appreciation right award under the 2004 incentive plan (by amendment, cancellation and regrant, exchange or other means) that would constitute a repricing of the per-share exercise or base price of the award.

Awards under the 2004 incentive plan may be in the form of stock options (nonqualified or incentive), stock appreciation rights (SARs), restricted stock, stock bonuses and other forms of awards granted or denominated in UAP Holdings’ common stock or units representing common stock. Awards under the plan generally will not be transferable other than by will or the laws of descent and distribution and are generally exercisable, during the participant’s lifetime, only by the participant. The administrator has discretion, however, to establish written conditions and procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable federal and state securities laws.

Nonqualified stock options and other awards may be granted at prices below the fair market value of the common stock on the date of grant. Incentive stock options must have an exercise price that is at least equal to the fair market value of the common stock, or 110% of fair market value of the common stock for any 10% owner of UAP Holdings’ common stock, on the date of grant. Restricted stock awards can be issued for nominal or the minimum lawful consideration. These and other awards may also be issued solely or in part for services. The maximum term of options, SARs and other rights to acquire common stock under the plan is ten years after the initial date of the award, subject to provisions for further deferred payment in certain circumstances. The exercise price of options or other awards may generally be paid in cash or, subject to certain restrictions, shares

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of common stock. Subject to any applicable limits, we may finance or offset shares to cover any minimum withholding taxes due in connection with an award.

Generally, and subject to limited exceptions set forth in the 2004 incentive plan, if any person acquires more than 30% of UAP Holdings’ outstanding common stock or combined voting power, if certain changes in a majority of UAP Holdings’ board of directors occur over a period of not longer than two years, if stockholders prior to a transaction do not continue to own more than 50% of UAP Holdings’ voting securities (or those of a successor or a parent) following a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving UAP Holdings or any of its subsidiaries, a sale or other disposition of all or substantially all of UAP Holdings’ assets or the acquisition of assets or stock of another entity by UAP Holdings’ or any of its subsidiaries, or if UAP Holdings is dissolved or liquidated, then awards then-outstanding under the 2004 incentive plan may become fully vested or paid, as applicable, and may terminate or be terminated in such circumstances. The administrator also has the discretion to establish other change in control provisions with respect to awards granted under the 2004 incentive plan. For example, the administrator could provide for the acceleration of vesting or payment of an award in connection with a change in control event that is not described above and provide that any such acceleration shall be automatic upon the occurrence of any such event.

UAP Holdings’ board of directors may amend or terminate the 2004 incentive plan at any time, but no such action will affect any outstanding award in any manner materially adverse to a participant without the consent of the participant. Stockholder approval for an amendment will be required only to the extent then required by applicable law or any applicable listing agency or required under the U.S. Internal Revenue Code to preserve the intended tax consequences of the plan. The 2004 incentive plan will terminate on November 18, 2014; however, the committee retains its authority until all outstanding awards are exercised or terminated. The plan is not exclusive; UAP Holdings’ board of directors and compensation committee may grant stock and performance incentives or other compensation, in stock or cash, under other plans or authority.

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