UAP HOLDING CORP. DIRECTORS DEFERRED COMPENSATION PLAN

Exhibit 10.1

UAP HOLDING CORP.

DIRECTORS DEFERRED COMPENSATION PLAN

The purpose of this Plan is to promote the success of the Corporation and the interests of its stockholders by providing members of the Board who are not officers or employees of the Corporation or one of its Subsidiaries an opportunity to acquire an ownership interest in the Corporation and more closely aligning the interests of such Board members and stockholders.

Whenever the following words and phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified below.

“Administrator” shall mean the Compensation Committee of the Board, which shall administer this Plan in accordance with Section 8 of this Plan.

“Award Date” shall mean the date the Corporation grants an award of Stock Units to a Director under Section 4.2 hereof.

“Beneficiary” or “Beneficiaries” as to a Director shall mean the duly appointed and currently acting personal representative of the Director’s estate (which shall include either the Director’s probate estate or living trust). In any case where there is no such personal representative of the Director’s estate duly appointed and acting in that capacity within ninety (90) days after the Director’s death (or such extended period as the Administrator determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed one hundred eighty (180) days after the Director’s death), then the Director’s Beneficiary shall be deemed to be the person or persons who can verify by court order that they are legally entitled to receive the benefits specified hereunder. If the Administrator has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Administrator shall have the right, exercisable in its reasonable discretion, to cause the Corporation to withhold such payments until this matter is resolved to the Administrator’s reasonable satisfaction. The payment of benefits under this Plan to a Beneficiary shall fully and completely discharge the Corporation, its Subsidiaries and the Administrator from all further obligations under this Plan with respect to the Director.

“Board of Directors” or “Board” shall mean the Board of Directors of the Corporation.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Common Stock” shall mean the common stock of the Corporation, par value $0.001 per share, subject to adjustment pursuant to Section 6 of this Plan.

“Compensation” shall mean the amount of all compensation, including periodic retainer fees and meeting fees, payable to a Director for services as a member of the Board with respect to a particular Plan Year that, but for any deferral election made by such Director under this Plan, would have been payable in cash to such Director, as determined by the Administrator.

“Corporation” shall mean UAP Holding Corp., a Delaware corporation, and any successor corporation.

“Company Contribution Account” shall mean the bookkeeping account maintained by the Corporation on behalf of each Director that is credited with Stock Units in accordance with Section 5.1.2 and Dividend Equivalents thereon in accordance with Section 5.2.

“Deferral Account” shall mean the bookkeeping account maintained by the Corporation on behalf of each Director that elects to defer his or her Compensation under this Plan and is credited with Stock Units in accordance with Section 5.1.1 and Dividend Equivalents thereon in accordance with Section 5.2.

“Director” shall mean a member of the Board who is not an officer or employee of the Corporation or one of its Subsidiaries.

“Dividend Equivalent” shall mean the amount of cash dividends or other cash distributions paid by the Corporation on that number of shares of Common Stock equal to the number of Stock Units credited to a Director’s Stock Unit Account as of the applicable record date for the dividend or other distribution, which amount shall be credited in the form of additional Stock Units to the Director’s Stock Unit Account, as provided in Section 5.2.

“Effective Date” shall mean the date this Plan is adopted by the Board of Directors.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fair Market Value” shall mean, unless otherwise determined or provided by the Administrator in the circumstances, the last price for a share of Common Stock as furnished by the National Association of Securities Dealers, Inc. (the “NASD”) through the NASDAQ National Market Reporting System (the “National Market”) for the date in question or, if no sales of Common Stock were reported by the NASD on the National Market on that date, the last price for a share of Common Stock as furnished by the NASD through the National Market for the next preceding day on which sales of Common Stock were reported by the NASD. The Administrator may, however, provide with respect to one or more awards that the fair market value shall equal the last price for a share of Common Stock as furnished by the NASD through the National Market available on the date in question or the average of the high and low trading prices of a share of Common Stock as furnished by the NASD through the National Market for the date in question or the most recent trading day. If the Common Stock is no longer listed or is no longer actively traded on the National Market as of the applicable date, the fair market value of the Common Stock shall be the value as reasonably determined by the Administrator for purposes of the award in the circumstances. The Administrator also may adopt a different methodology for determining fair market value with respect to one or more awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator may provide that fair market value for purposes of one or more awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date).

“Long-Term Incentive Plan” shall mean the UAP Holding Corp. 2004 Long-Term Incentive Plan, as amended from time to time.

“Plan” shall mean this UAP Holding Corp. Directors Deferred Compensation Plan as set forth herein and as amended from time to time.

“Plan Year” shall mean the Corporation’s fiscal year, provided that the first Plan Year shall commence with the Corporation’s second quarter of fiscal 2006 and end with the last day of fiscal 2006.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Stock Unit” shall mean a non-voting unit of measurement which is deemed solely for bookkeeping purposes to be equivalent to one outstanding share of Common Stock (subject to Section 6) solely for purposes of this Plan.

“Stock Unit Account” shall refer collectively to a Director’s Deferral Account and Company Contribution Account (if any).

“Subsidiary” shall mean each corporation, which is a member of a controlled group of corporations (within the meaning of Section 414(b) of the Code) of which the Corporation is a component member.

“Termination Date” with respect to a Director shall mean, except as otherwise expressly provided herein, the first date that the Director is no longer a member of the Board of Directors.

“Total Disability” shall mean a “total and permanent disability” within the meaning of Section 22(e)(3) of the Code.

“Trust” shall mean a grantor trust maintained under the terms of the related Trust Agreement.

“Trust Agreement” shall mean a trust agreement entered into by and between the Corporation and the related Trustee with respect to this Plan, as amended from time to time.

“Trustee” shall mean the entity, which has entered into the related Trust Agreement as trustee of the Trust thereunder, and any duly appointed successor.

Directors will be eligible to defer all or a portion of their Compensation in accordance with Section 4.1. Notwithstanding anything else contained in this Plan to the contrary, the Administrator may, at any time and in its sole discretion, terminate the ability of a Director to defer additional amounts under Section 4.1.

Upon the occurrence of an Event (as defined below), the Administrator shall make adjustments as it deems appropriate in the number and kind of securities or other consideration that may become payable with respect to the Stock Units credited under this Plan to the extent necessary to preserve the intended level of benefits (but without duplication of benefits if Dividend Equivalents are credited with respect to the Event). If an Event shall occur and any Stock Units have not been fully vested and paid upon such Event or prior thereto, such Stock Units may become payable in securities or other consideration (the “Restricted Property”) rather than in the Common Stock otherwise payable in respect of such Stock Units. Such Restricted Property shall become payable at such time or times (if any) as the related Stock Units become payable in accordance with this Plan and shall be subject to the same vesting conditions as such related Stock Units. Notwithstanding the foregoing, to the extent that the Restricted Property includes any cash, the commitment hereunder shall become an unsecured promise to pay an amount equal to such cash (with earnings attributable thereto as if such amount had been invested, pursuant to policies established by the Administrator, in interest bearing, FDIC insured (subject to applicable insurance limits) deposits of a depository institution selected by the Administrator) at such times and in such proportions as the related Stock Units become payable in accordance with this Plan. Notwithstanding the foregoing, the Stock Units and any Common Stock or other securities or property payable in respect of the Stock Units shall continue to be subject to

proportionate and equitable adjustments (if any) under this Section 6 consistent with the effect of such events on stockholders generally (but without duplication of benefits if Dividend Equivalents are credited), as the Administrator determines to be necessary or appropriate, and in the number, kind and/or character of shares of Common Stock or other securities, property and/or rights payable in respect of Stock Units granted under this Plan. For purposes of this Section 6, “Event” means a liquidation, dissolution, merger, consolidation, or other combination or reorganization or exchange of shares of Common Stock, or a recapitalization, reclassification, stock split, stock dividend, reverse stock split, extraordinary dividend or other distribution (including a split up or a spin off of the Corporation or any significant Subsidiary), or a sale or other distribution of all or substantially all the business or assets of the Corporation as an entirety.

(a) To construe and interpret the terms and provisions of this Plan;

(b) To compute and certify to the Corporation or any Trustee the amount and kind of benefits payable to Directors and their Beneficiaries, and to determine the time and manner in which such benefits are paid;

(c) To maintain all records that may be necessary for the administration of this Plan;

(d) To provide for the disclosure of all information and the filing or provision of all reports and statements to Directors, Beneficiaries or governmental agencies as shall be required by law;

(e) To make and publish such rules for the regulation of this Plan and procedures for the administration of this Plan as are not inconsistent with the terms hereof;

(f) To appoint a Plan administrator or any other agent, and to delegate to them such powers and duties in connection with the administration of this Plan as the Administrator may from time to time prescribe;

(g) To authorize all disbursements by the Corporation or any Trustee pursuant to this Plan and any Trust; and

(h) To direct each Trustee concerning the performance of various duties and responsibilities under the related Trust.

This Plan shall be construed and interpreted to comply with Section 409A of the Code. The Corporation reserves the right to amend this Plan to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of the Stock Units in light of Section 409A of the Code and any regulations or other guidance promulgated thereunder.

Except as otherwise provided in this procedure or by mutual agreement of the parties, any arbitration shall be conducted in Denver, Colorado before a sole

arbitrator selected from Judicial Arbitration and Mediation Services, Inc., Denver, Colorado, or its successor (“JAMS”), or if JAMS is no longer able to supply the arbitrator, such arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of applicable law as the exclusive forum for the resolution of such dispute. The party desiring to initiate arbitration shall do so by sending written notice of an intention to arbitrate to the other party, which notice shall include a description of the nature of all claims or controversies asserted and a description of the facts upon which such claims are based. To the extent provided by applicable law, provisional injunctive relief may, but need not, be sought by either party in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief which the arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the arbitrator’s award or decision is based. Any award or relief granted by the arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Plan.

All forum costs of the arbitration (including, but not limited to, the fees and expenses of the arbitrator) shall be advanced and borne by the Corporation. The parties agree that in any proceeding with respect to such matters, the prevailing party will be entitled to recover its reasonable attorney’s fees and costs from the non-prevailing party (other than forum costs associated with the arbitration which in any event shall be paid by the Corporation.

The arbitrator shall interpret this Plan, any applicable Corporation policy or rules and regulations, any applicable substantive law (and the law of remedies, if applicable) of the state in which the claim arose or applicable federal law (any such law to be applicable only to the extent consistent with Section 9.6). In reaching his or her decision, the arbitrator shall have no authority to change or modify any lawful Corporation policy, rule or regulation, or this Plan. The arbitrator, and not any federal, state or local court or agency, shall have exclusive and broad authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Plan, including but not limited to, any claim that all or any part of this Plan is voidable.

The arbitrator shall have authority to entertain a motion to dismiss and/or motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure.

IN WITNESS WHEREOF, the Corporation has caused this document to be executed by its duly authorized officer effective as of April 29, 2005.