LAND O LAKES INC
AMENDED CALIFORNIA COOPERATIVE VALUE INCENTIVE PLN
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>4
<FILENAME>c75615exv10w28.txt
<DESCRIPTION>AMENDED CALIFORNIA COOPERATIVE VALUE INCENTIVE PLN
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.28


                               LAND O'LAKES, INC.
              RESTATED CALIFORNIA COOPERATIVE VALUE INCENTIVE PLAN


Land O'Lakes, Inc. (the "Company"), a Minnesota cooperative association, hereby
establishes the Land O'Lakes, Inc. California Cooperative Value Incentive Plan
(the "Plan") in order to provide deferred compensation to certain key employees
of the Company effective January 1, 2001. The Company has determined that it is
in its interest to provide certain key employees with financial incentives to
reward the employees for their performance and to encourage long-term commitment
to employment with the Company. These financial incentive awards shall be
determined under the terms of this Plan.

                                    ARTICLE 1
                                   DEFINITIONS

         Section 1.1 Definitions. When used in this document with initial
capital letters, the following terms have the meanings indicated unless a
different meaning is plainly required by the context:

         "Board of Directors" or "Board" means the Board of Directors of the
Company.

         "Deferred Compensation Plan" means the Land O'Lakes, Inc. Non-Qualified
Deferred Compensation Plan.

         "Disability" means a medically determinable physical or mental
condition which is expected to result in death or to be of a long continued and
indefinite duration and which renders a Participant unable to engage in any
employment or occupation for remuneration for which the Participant is
reasonably qualified by reason of the Participant's training, education and
experience. The existence or nonexistence of such Disability shall be
established by the certificate of a medical doctor selected by or satisfactory
to the Company.

         "Economic Commitment" means a Participant's financial stake in the
Company as required under Section 3.6.

         "Executive Committee" means the Executive Committee of the Board, to
which the Board has delegated authority for administration of the Plan.

         "Incentive Award" means an award made by the Company to a Participant
under this Plan as described in Article 3.

         "Option" means an option to acquire Units as described in Section 3.1.

         "Participant" means any employee or individual described in Section
2.1.

         "Participant's Beneficiary" has the meaning set forth in Section 6.3.

         "Plan" means the Land O'Lakes, Inc. California Cooperative Value
Incentive Plan, as set forth herein, including any amendments hereto, which is
maintained by the Company primarily for the purpose of providing financial
incentives for certain key employees.



<PAGE>

         "Plan Year" means the given fiscal year of the Company for which
Incentive Awards are available. Specific Plan Years shall be designated by the
specific fiscal year in question.

         "Retirement" means a voluntary termination of employment by a
Participant on or after the date that will enable the Participant to be eligible
to receive an "early" or "normal" retirement benefit under the Company's
Employee Retirement Plan.

         "Strike Price" means the price at which a Unit may be acquired as
provided in Section 3.4.

         "Unit" means a performance unit used to value contributions made, and
benefits received, by Participants under the Plan.

                                    ARTICLE 2
                                  PARTICIPATION

         Section 2.1 Eligibility. The employees of the Company who are eligible
to become Participants in the Plan are those employees of the Company who reside
in the state of California and (i) are the officers of the Company who have
attained the level of a Vice President or above or (ii) any other employees of
the Company who are designated by the Chief Executive Officer as eligible to
become Participants in the Plan.

                                    ARTICLE 3
                           NATURE OF INCENTIVE AWARDS

         Section 3.1 Description of Incentive Awards. Annual Incentive Awards
will be made in the form of an Option (an "Option") to acquire performance Units
("Units") all as further provided in this Plan. In general, a Participant will
receive an Option to acquire a specified number of Units with respect to a
particular Plan Year. The Chief Executive Officer shall be responsible for
determining the level and annual Incentive Award for all Participants (including
those new employees of the Company who become Participants during a Plan Year).
In general, the number of Options available to a Participant each year as an
Incentive Award shall be within the following guidelines:

<Table>
<Caption>
Level of Participant                    Incentive Award
--------------------                    ---------------
<S>                                     <C>
Level 1 Officer                         Options to Acquire up to 7,000 Units
Level 2 Officer                         Options to Acquire up to 3,000 Units
Level 3 Officer                         Options to Acquire up to 1,500 Units
Level 4 Non-Officer                     Options to Acquire up to 1,500 Units
</Table>

Notwithstanding the foregoing, the Chief Executive Officer may make Incentive
Awards in excess of the amount set forth above. The Chief Executive Officer
shall report annually to the Executive Committee with regard to the
participating Participants and the Incentive Awards made to each Participant
under this Plan.

         Section 3.2 Vesting of Incentive Awards. The Options to acquire Units
granted under Section 3.1 shall vest over four (4) years with the first 25% of
the Options to be vested on December 31 of the Plan Year in which the Incentive
Award is made, and the remaining 75% of the Options vesting in 25% increments on
December 31 of the three (3) succeeding years. Notwithstanding the foregoing, in
the event a Participant's employment status with the Company changes, the
special vesting rules set forth in Article 5 shall apply.



                                       2
<PAGE>

         Section 3.3 Option Exercise Period. A Participant may exercise an
Option to acquire Units between the date the Option is vested and the March 31
following the ten (10) year anniversary date of the original grant of the
Incentive Award. The exercise of an Option to acquire Units must occur between
January 1 and March 31 of a given year. The Option may be exercised in whole or
in part. Options not exercised within the ten (10) year Option period shall
lapse and the Participant shall have no further rights with respect to lapsed
Options.

         Section 3.4 Valuation of Units. Units to be issued under the Plan shall
be initially valued as of December 31 of the year immediately preceding the year
for which the Incentive Award is granted. The initial valuation shall be used to
establish the price at which a Participant may exercise an Option to acquire the
Units (the "Strike Price"). The Strike Price shall be fixed at the time of the
Incentive Award, regardless of the date upon which the Option becomes vested or
is exercised by the Participant. The annual valuation of Units shall also be
used to establish the value of any Units to be redeemed that year, as further
provided in Articles 4 and 5. The valuation of Units shall be determined in
accordance with the following formula:

<Table>
<S>                                        <C>
        Enterprise Value:                  8 x 5-Year Average EBIT
                                           (Earnings Before Interest and Taxes)

        Less:                              5-Year Average Long-Term
                                           Debt and Capital Securities

        Plus:                              5-Year Average Cash to Members
                                           (Patronage Plus Equity Redemption)

        Equals: Total Equity Value

        Divided By:                        10-Million

        Equals:                            Value per Unit
</Table>

         Section 3.5 Acquisition of Units.

         (a) A Participant may exercise his or her Option to acquire Units by
providing written notice to the Company on a form provided by the Company. The
written notice shall specify the number of Units to be acquired by the
Participant and the specific Options to which the Units relate. The notice must
be received by the Company within the January 1 through March 31 exercise period
set forth in Section 3.3.

         (b) A Participant must utilize the appreciated value of Options to
acquire Units for the Participant's account under the Plan. The value of the
Units acquired will equal the appreciated value of the Options exchanged for the
Units. The Participant will acquire Units by exchanging a selected number of
Options for Units based on the following formula:

                               U = (1 - SP/V) x O

                  Where:

                  U = Number of Units that may be acquired with the number of
                      Options exchanged

                  V = The current value of a Unit

                  O = The number of Options exchanged

                  SP = The Strike Price of an Option



                                       3
<PAGE>

                           Example 1: If a Participant holds 1,000 vested
                           Options having a Strike Price of $100 per Unit and
                           the current value of Units is $160 per Unit, the
                           Participant may exchange 1,000 Options with an
                           appreciated value of $60,000 ($60 x 1,000 Options) to
                           acquire 375 Units having a value of $60,000 (375 x
                           $160).

                           Example 2: If a Participant holds 1,000 vested
                           Options having a Strike Price of $100 per Unit and
                           the current value of Units is $200 per Unit, the
                           Participant may exchange 1,000 Options with an
                           appreciated value of $100,000 ($100 x 1,000 Options)
                           to acquire 500 Units having a value of $100,000 (500
                           x $200).

                  (c) At such time as a Participant exercises an Option to
         acquire Units, the Company shall establish an "account" under the Plan
         in the name of the Participant to reflect the number of Units held by
         such Participant.

         Section 3.6 Economic Commitment. Each Participant will be expected to
maintain a financial stake in the Company (the "Economic Commitment") in order
to receive the benefits associated with the appreciation of Units. A
Participant's Economic Commitment shall be accomplished by (i) the acquisition
of Units, in which case the Economic Commitment shall be measured by the then
current value of Units owned by the Participant, or (ii) the appreciation in the
value of vested Options, in which case the Economic Commitment shall be measured
by the difference between the Strike Price of the vested Options and the current
value of the Units if the Options are exercised; or (iii) a combination of (i)
and (ii). A Participant will be expected to achieve the Economic Commitment
within seven (7) years of becoming a Participant in the Plan. The size of a
Participant's Economic Commitment will be commensurate with the Participant's
level within the Company (such level to be determined by the Chief Executive
Officer pursuant to Section 3.1) as provided in the following table:

<Table>
<Caption>
Level of Participant                       Economic Commitment
--------------------                       -------------------
<S>                                        <C>
Level 1 Officer                            2 x Base Compensation
Level 2 and 3 Officers                     1 x Base Compensation
Level 4 Non-Officer                        No expected Economic Commitment
</Table>

As a Participant moves from one level to another, the amount of the Economic
Commitment and the number of years in which it is to be achieved shall be
revised accordingly. Notwithstanding the obligation to maintain the Economic
Commitment, in the event a Participant's employment status changes, the
provisions set forth in Article 5 of the Plan shall define the rights of the
Participant with respect to participation in the Plan. If a Participant has not
achieved the Economic Commitment within the seven (7) year period, or does not
maintain the Economic Commitment thereafter, the Chief Executive Officer may
determine that no further Incentive Awards shall be made to the Participant
under this Plan for such period as such officer shall determine.

                                    ARTICLE 4
                                  DISTRIBUTIONS

         Section 4.1 Voluntary Distributions. A Participant who remains an
employee of the Company may request a distribution from the Plan through the
redemption of Units owned by the Participant. A request for a distribution must
be made between January 1 and March 31 of a given



                                       4
<PAGE>

year. The value of a Unit will be determined at the time of redemption as
described in Section 3.4. The actual distribution to a Participant upon
redemption shall be equal to the then current value of a Unit multiplied by the
number of Units to be redeemed. A request for distribution must be made on forms
to be provided by the Company and must specify the specific Units to be
redeemed. Until a Participant has achieved the required Economic Commitment, the
Participant may not redeem Units having a value in excess of 50% of the
appreciated value of the cumulative total of all Units previously acquired by
the Participant from the inception of the Plan. At such time as a Participant
has achieved the required Economic Commitment, a Participant may redeem any
Units in excess of the Economic Commitment.

         Section 4.2 Distribution Limitations. If the Participant receives a
distribution, then upon such distribution the original acquisition price for the
Units redeemed will be retained in the Participant's account under this Plan and
the remaining value of the Units (the appreciation) shall be distributed in cash
as provided in Section 4.3 of this Plan. The portion of the value of the Units
that is retained in a Participant's account under this paragraph shall be
credited with a return that is equal to the return being earned by participants
in the Deferred Compensation Plan.

         Section 4.3 Distribution Requirements.

                  (a) Subject to the limitations provided in Section 4.2,
         payment to or on behalf of a Participant with regard to a distribution
         under the Plan shall be made in a lump sum payment of cash. Upon
         payment, the Participant shall have no further interest in the Units
         that have been redeemed, and the Participant shall have no further
         right to any increase in the value of the Units.

                  (b) The Company shall have the right to deduct any federal or
         state taxes required by law to be withheld from all distributions made
         pursuant to the Plan.

                  (c) The payment by the Company to the Participant shall be
         made as soon as it is administratively feasible after a request for a
         distribution, unless Participant has made an election to defer such
         distribution under this Plan. If such an election has been made, no
         payment shall be made directly to the Participant, but the amount
         otherwise payable to the Participant shall be allocated to the Deferred
         Compensation Plan for the benefit of the Participant. A Participant's
         election under this subsection must be made at the time of, or prior
         to, the exercise of the Option to acquire the Units that are presently
         being redeemed. Further, in no event will any such election be
         effective if it precedes the Participant's termination of employment
         with the Company by less than one (1) year.

                  (d) Notwithstanding any other provision of the Plan to the
         contrary, if, at any time, a court or the Internal Revenue Service
         determines that an amount awarded under the Plan, but not yet
         distributed to a Participant, is includible in the gross income of a
         Participant and subject to tax, the Executive Committee may, in its
         sole discretion, permit a lump sum cash distribution of an amount equal
         to the amount determined to be included in the Participant's gross
         income. The number of Units held by a Participant shall be reduced on a
         "last in, first out" basis to the extent of any such distribution.



                                       5
<PAGE>

                                    ARTICLE 5
                           CHANGE IN EMPLOYMENT STATUS

         Section 5.1 Termination of Employment. In the event a Participant's
employment with the Company is terminated for any reason, except death,
Disability, or Retirement, the Participant shall cease to be a Participant in
the Plan as of the date of termination, except as otherwise provided in this
Section. Upon such termination of employment:

                  (a) Any Options of the Participant that are vested as of the
         date of termination of employment may be exercised no later than 45
         days following the date of termination. The Options shall be exercised
         as provided in Section 3.5 of the Plan.

                  (b) Any unvested Options held by the Participant shall be
         forfeited as of the date of the termination of employment.

                  (c) Any Units owned by the Participant (including those Units
         related to Options exercised following termination as provided above)
         must be redeemed by the Participant no later than 45 days following the
         date of termination. Any Units held by the Participant that are not
         redeemed as of such date will be redeemed by the Company effective as
         of such date. Any redemption shall be in accordance with the procedure
         set forth in Section 4.1. Upon redemption, the valuation of the Units
         and the distribution to the Participant shall occur as set forth in
         Sections 3.4, 4.2, and 4.3, respectively; provided, that, the value of
         the Units shall be determined as of December 31 of the year prior to
         the termination.

         Section 5.2 Retirement. In the event a Participant's employment with
the Company is terminated as a result of the Participant's Retirement, the
Participant shall cease to be a Participant in the Plan as of the date of
Retirement, except as otherwise provided in this Section. Upon such termination
of employment:

                  (a) Any Incentive Award made with respect to the year of
         Retirement shall be prorated to the Retirement date.

                  (b) In the event that a Participant's termination of
         employment results from "normal" Retirement it shall be the general
         rule that any unvested Options will be permitted to vest in the normal
         sequence; provided that, the vesting schedule shall be accelerated with
         respect to the final year of vesting such that all Options shall vest
         no later than December 31 of the third year following the award. In the
         event a Participant's termination of employment results from "early"
         Retirement, it shall be the general rule that the Participant will
         forfeit any unvested Options. Notwithstanding the foregoing, the Chief
         Executive Officer shall have the discretion to depart from the general
         rules, in such manner as may be determined in his/her sole discretion,
         to permit all or any portion of the unvested Options to vest in the
         normal sequence or to cause any unvested Options to be forfeited by the
         Participant.

                  (c) Any Options of the Participant that are vested as of the
         date of Retirement must be exercised on or before the third March 31
         following the date of Retirement; provided that, if the Retirement
         occurs between January 1 and March 31, the Options must be exercised on
         or before the fourth March 31 following the date of Retirement. Vested
         Options must be exercised within the period of January 1 through March
         31 of a given year as provided in Section 3.5.



                                       6
<PAGE>

                  (d) Any Units owned by the Participant (including those Units
         related to Options exercised following Retirement) must be redeemed by
         the Participant no later than the third March 31 following the date of
         Retirement; provided that, if the Retirement occurs between January 1
         and March 31, the Units must be redeemed on or before the fourth March
         31 following the date of Retirement. Any Units not redeemed by the
         Participant as of such date will be redeemed by the Company as of such
         date. Any redemption shall be in accordance with the procedure set
         forth in Section 4.1. Upon redemption, the valuation of the Units and
         the distribution to the Participant shall occur as set forth in
         Sections 3.4, 4.2, and 4.3, respectively.

         Section 5.3 Disability. In the event that a Participant's employment
status with the Company has changed as a result of Participant's Disability, the
Participant shall cease to be a Participant in the Plan as of the date of such
status change, except as otherwise provided in this Section. Upon such status
change:

                  (a) Any Incentive Award made with respect to the year of the
         status change shall be prorated.

                  (b) Any Options previously issued to the Participant shall
         vest in the normal sequence based upon the date upon which they were
         issued; provided that, the vesting schedule shall be accelerated with
         respect to the final year of vesting such that all Options shall vest
         no later than December 31 of the third year following the award.

                  (c) Any Options of the Participant must be exercised on or
         before the third March 31 following the date of the status change;
         provided that, if the Status Change occurs between January 1 and March
         31, the Options must be exercised on or before the fourth March 31
         following the date of the status change. Vested Options must be
         exercised within the period of January 1 through March 31 of a given
         year as provided in Section 3.5.

                  (d) Any Units owned by the Participant (including those Units
         related to Options exercised following the status change) must be
         redeemed by the Participant no later than the third March 31 following
         the date of the status change; provided that, if the status change
         occurs between January 1 and March 31, the Units must be redeemed on or
         before the fourth March 31 following the date of the status change. The
         Company will redeem any Units not redeemed by the Participant as of
         such date. Any redemption shall be in accordance with the procedure set
         forth in Section 4.1. Upon redemption, the valuation of the Units and
         the distribution to the Participant shall occur as set forth in
         Sections 3.4, 4.2, and 4.3, respectively.

                  (e) In the event the disabled Participant returns to work
         prior to the third March 31 following the change of employment status,
         the provisions of this Section 5.3 shall no longer apply and the
         Participant's participation in the Plan shall be restored to the
         predisability condition.

         Section 5.4 Death. In the event that a Participant's employment with
the Company is terminated as a result of the Participant's death, the
Participant shall cease to be a Participant in the Plan as of the date of death,
except as otherwise provided in this Section. Upon Participant's death:



                                       7
<PAGE>

                  (a) Any unvested Options held in the name of the deceased
         Participant shall be forfeited as of the date of death.

                  (b) Any Options of the deceased Participant that were vested
         as of the date of Participant's death must be exercised by
         Participant's Beneficiary on or before March 31 following the
         Participant's death. Vested Options must be exercised within the period
         of January 1 through March 31 of a given year as provided in Section
         3.5.

                  (c) Any Units owned by the deceased Participant (including
         those Units related to Options exercised by the Participant's
         Beneficiary following death) must be redeemed on behalf of the
         Participant no later than the March 31 following the date of death. Any
         Units not redeemed on behalf of the deceased Participant as of such
         date will be redeemed by the Company as of such date. Any redemption
         shall be in accordance with the procedure set forth in Section 4.1.
         Upon redemption, the valuation of the Units and the distribution to the
         Participant shall occur as set forth in Sections 3.4, 4.2, and 4.3,
         respectively.

                                    ARTICLE 6
                               NON-TRANSFERABILITY

         Section 6.1 Anti-alienation of Options and Units. Options granted to a
Participant and Units acquired by a Participant, and any rights and privileges
pertaining thereto, may not be anticipated, alienated, sold, transferred,
assigned, pledged, encumbered, or subjected to any charge or legal process; and
no interest or right to receive a benefit may be taken, either voluntarily or
involuntarily, for the satisfaction of the debts of, or other obligations or
claims against, such person or entity, including claims for alimony, support,
separate maintenance and claims in bankruptcy proceedings.

         Section 6.2 Incompetent Participants. If any Participant has been
declared incompetent and a conservator or other person legally charged with the
care of such Participant or of his or her estate has been appointed, any
distribution under the Plan to which the Participant is entitled shall be paid
to such conservator or other person legally charged with the care of the
Participant or his or her estate. Except as provided above, when the Company has
determined that a Participant is unable to manage his or her affairs, the
Company may provide for such distribution or any part thereof to be made to any
other person or institution then contributing toward or providing for the care
and maintenance of such Participant. Any such distribution shall be a payment
for the account of such Participant and a complete discharge of any liability of
the Company and the Plan therefor.

         Section 6.3 Designated Beneficiary. In the event of a Participant's
death prior to the distribution of any amounts payable under the Plan, the
payment of any amounts on behalf of the Participant under the Plan shall be made
to the Participant's Beneficiary designated on a form provided to the
Participant by the Company (the "Participant's Beneficiary"). If no such
beneficiary has been designated, payments shall be made to the duly appointed
and qualified executor or other personal representative of the Participant to be
distributed in accordance with the Participant's will or applicable intestacy
law; or in the event that there shall be no such representative duly appointed
and qualified within six (6) months after the date of death of such deceased
Participant, then to such persons as, at the date of the Participant's death,
would be entitled to share in the distribution of such deceased Participant's
personal estate under the provisions of the applicable statute then in force
governing the descent of intestate property, in the proportions specified in
such statute.



                                       8
<PAGE>

                                    ARTICLE 7
                           ADMINISTRATION OF THE PLAN

         Section 7.1 Administrator. The administrator and named fiduciary of the
Plan shall be the Company.

         Section 7.2 Authority of Administrator. The Company shall have
authority, duty and power to interpret and construe the provisions of the Plan
as it deems appropriate, to temporarily suspend the Plan, to adopt, establish
and revise rules, procedures and regulations relating to the Plan, to determine
the conditions subject to which the value of any Incentive Awards that may be
made or payable, and to make any other determinations which it believes
necessary or advisable for the administration of the Plan. The Company shall
have the duty and responsibility of maintaining records, making the requisite
calculations and dispersing payments hereunder. The Company's determinations,
interpretations, regulations and calculations shall be final and binding on all
persons and parties concerned. The Chief Executive Officer of the Company shall
be the agent of the Plan for the service of legal process in accordance with
Section 502 of the Employee Retirement Income Security Act of 1974, as amended.

         Section 7.3 Operation of Plan. The Company shall be responsible for the
general operation and administration of the Plan and for carrying out the
provisions thereof. The Company shall be responsible for the expenses incurred
in the administration of the Plan. The Company shall also be responsible for
determining eligibility for payments and the amounts payable pursuant to the
Plan. The Company shall be entitled to rely conclusively upon all tables,
valuations, certificates, opinions and reports furnished by any actuary,
accountant, controller, counsel or other person employed or engaged by the
Company with respect to the Plan. The procedures for filing claims for payments
under the Plan are described below.

         Section 7.4 Claims Procedures.

                  (a) It is the intent of the Company to make distributions
         under the Plan without the Participant having to complete or submit any
         claims forms other than notices contemplated by the Plan. However, a
         Participant who believes he or she is entitled to a payment under the
         Plan may submit a claim for such payment in writing to the Company. Any
         claim must be made by the Participant or his or her beneficiary in
         writing and state the claimant's name and the nature of the payment to
         be made under the Plan on a form acceptable to the Company. If for any
         reason a claim under this Plan is denied by the Company, the Claims
         Manager shall deliver to the claimant a written explanation setting
         forth the specific reasons for the denial, specific references to the
         pertinent provisions under the Plan on which the denial is based, a
         description of any additional material or information necessary for the
         claimant to perfect the claim and an explanation of why such material
         or information is necessary, and information on the procedures to be
         followed by the claimant in obtaining a review of his or her claim, all
         written in a manner reasonably understandable to the claimant. For this
         purpose: (i) the claimant's claim shall be deemed to be filed when
         presented orally or in writing to the Claims Manager and (ii) the
         Claims Manager's explanation shall be in writing delivered to the
         claimant within 90 days of the date the claim is filed.



                                       9
<PAGE>

                  (b) The claimant shall have 60 days following his or her
         receipt of the denial of the claim to file with the Claims Manager a
         written request for review of the denial. For such review, the claimant
         or the claimant's representative may review pertinent documents and
         submit written issues and comments.

                  (c) The Claims Manager shall decide the issue on review and
         furnish the claimant with a copy within 60 days of receipt of the
         claimant's request for review of the claimant's claim. The decision on
         review shall be in writing and shall include specific reasons for the
         decision, written in a manner reasonably understandable to the
         claimant, as well as specific references to the pertinent provisions in
         the Plan on which the decision is based. If a copy of the decision is
         not so furnished to the claimant within such 60 days, the claim shall
         be deemed denied on review. In no event may a claimant commence legal
         action for benefits the claimant believes are due the claimant until
         the claimant has exhausted all of the remedies and procedures afforded
         the claimant by this Section 7.4.

                  (d) For claims procedures purposes, the "Claims Manager" shall
         be the Company.

         Section 7.5 Participant's Address. Each Participant shall keep the
Company informed of his or her current address and the current address of his or
her beneficiary. The Company shall not be obligated to search for any person. If
the location of a Participant is not made known to the Company within three (3)
years after the date on which payment of the Participant's benefits payable
under this Plan may be made, payment may be made as though the Participant had
died at the end of the three-year period. If, within one (1) additional year
after such three-year period has elapsed, or, within three (3) years after the
actual death of a Participant, the Company is unable to locate any designated
beneficiary of the Participant, then the Company shall have no further
obligation to pay any benefit hereunder to such Participant or designated
beneficiary and such benefits shall be irrevocably forfeited.

         Section 7.6 Liability. Notwithstanding any of the provisions of the
Plan to the contrary, neither the Company nor any individual acting as an
employee or agent of the Company shall be liable to any Participant or any other
person for any claim, loss, liability or expense incurred in connection with the
Plan, unless attributable to fraud or willful misconduct on the part of the
Company or any such employee or agent of the Company.

                                    ARTICLE 8
                            MISCELLANEOUS PROVISIONS

         Section 8.1 No Employment Rights. Neither the Plan nor any action taken
hereunder shall be construed as giving any employee any right to be retained in
the employ of the Company.

         Section 8.2 Unfunded and Unsecured. The Plan shall at all times be
considered entirely unfunded both for tax purposes and for purposes of Title I
of the Employee Retirement Income Security Act of 1974, as amended, and no
provision shall at any time be made with respect to segregating assets of the
Company for payment of any amounts hereunder. Any funds with respect to payment
to be made hereunder shall continue for all purposes to be part of the general
assets of the Company and available to the general creditors of the Company in
the event of the Company's bankruptcy (when the Company is involved in a pending
proceeding under the



                                       10
<PAGE>

Federal Bankruptcy Code) or insolvency (when the Company is unable to pay its
debts as they mature). No Participant or any other person shall have any
interests in any particular assets of the Company by reason of the right to
receive a benefit under the Plan and to the extent the Participant or any other
person acquires a right to receive benefits under this Plan, such right shall be
no greater than the right of any general unsecured creditor of the Company. The
Plan constitutes a mere promise by the Company to make payments to the
Participants in the future. Nothing contained in the Plan shall constitute a
guaranty by the Company or any other person or entity that any funds in any
trust or the assets of the Company will be sufficient to pay any benefit
hereunder. Furthermore, no Participant shall have any right to a benefit under
the Plan except in accordance with the terms of the Plan.

         Section 8.3 Plan Provisions. Except when otherwise required by the
context, any singular terminology shall include the plural.

         Section 8.4 Severability. If a provision of the Plan shall be held to
be illegal or invalid, the illegality or invalidity shall not affect the
remaining parts of the Plan and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.

         Section 8.5 Applicable Law. To the extent not preempted by the laws of
the United States, the laws of the State of Minnesota shall apply with respect
to this Plan.

         Section 8.6 Successor to Company. In the event there is a successor or
assignee to or of the Company, whether direct or indirect, by acquisition,
merger, consolidation or otherwise, to all or substantially all (at least 85% of
the assets or the common stock) of the Company, the Company, in its sole
discretion, may either cash out or require such successor or assignee to assume
and agree to perform the Company's obligations under the Plan, in the same
manner and to the same extent that the Company would be required to perform if
no such succession or assignment had occurred or terminate the Plan pursuant to
the provisions of Article 10. If a successor or assignee assumes the Plan
pursuant to this Section 8.6, the term "Company," as used in the Plan, shall
mean the Company as hereinbefore defined and any successor or assignee to the
Company which by reason hereof becomes bound by the terms and provisions of the
Plan.

         Section 8.7 Authority of CEO. Except in cases where the
responsibilities are reserved to the Board or Executive Committee under this
Plan, the Chief Executive Officer of the Company (or his designee) may act on
behalf of the Company under this Plan.

                                    ARTICLE 9
                                    AMENDMENT

The Company reserves the power to alter, amend or wholly revise or terminate the
Plan at any time and from time to time by the action of the Board and the
interest of each Participant is subject to the powers so reserved. An amendment
shall be authorized by the Board or Executive Committee and shall be stated in
an instrument in writing signed in the name of the Company by a person or
persons authorized by the Board. After the instrument has been so executed, the
Plan shall be effectively amended in the manner therein set forth, and all
Participants shall be bound thereby. No amendment to the Plan may alter, impair,
or reduce the methodology for valuation of Incentive Awards (Options and Units)
of Participants that have been awarded under the Plan prior to the effective
date of such amendment without the written consent of the affected Participants.



                                       11
<PAGE>

                                   ARTICLE 10
                               TERMINATION OF PLAN

The Company may at any time terminate the Plan by action of the Board. No
further Incentive Awards will be granted after the date of termination of the
Plan. The Termination of the Plan shall not alter, impair, or reduce the
benefits of a Participant that have been awarded prior to the effective date of
such termination, without the written consent of the affected Participant.
Provided, however, upon termination of the Plan, the Company shall have the
option to redeem all outstanding interests of the Participants in the Plan. The
Company shall exercise such option by providing written notice to each
Participant. Upon providing such notice, all unvested Options outstanding under
the Plan shall immediately vest and each Participant shall have thirty (30) days
in which to exercise all, or a portion of, such Participant's outstanding
Options to acquire Units pursuant to the procedures set forth in Section 3.5.
The Participants shall forfeit any Options that are not exercised within such
thirty-day period. Thereafter, the Company shall redeem all outstanding Units
held by Participants (including those Units acquired by Participants within the
aforementioned thirty-day period) and the Participants shall have no further
rights or benefits under the Plan. The valuation of Units so redeemed and the
distribution to the Participants shall occur as set forth in Sections 3.4, 4.2,
and 4.3, respectively.

IN WITNESS WHEREOF, this Restatement is effective as of ___________________,
2002.



                                       LAND O'LAKES


                                       By:
                                          --------------------------------------
                                       Title:
                                             -----------------------------------



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</TEXT>
</DOCUMENT>
