UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.    )

GOLDEN OVAL EGGS, LLC

February 23, 2005

March 13, 2006

Dear Member:

You are cordially invited to attend the Annual Meeting of Members of Golden Oval Eggs, LLC, which will be held at Jackpot Junction Hotel, Morton, Minnesota on March 15, 2005,29, 2006, at 1:00 p.m., Central Standard Time.  Registration will begin at 11:30, with lunch served at 12:00 p.m.  Please RSVP for lunch by calling Sandie Wohlman at 888.744.8182  ext. 301 if you are planning to attend.

Details of the business to be conducted at the Annual Meeting are given in the attached Notice of Annual Meeting and Proxy Statement.

Your vote is important. Even if you do not plan to attend the meeting, it is important that your units be represented and voted at the meeting. Therefore, if you do not plan to attend the meeting, I encourage you to sign, date, and promptly return the enclosed mail ballot in the enclosed postage-paid envelope.  Instructions for voting by the mail ballot are included in the enclosed proxy statement and on the mail ballot itself.  Although we encourage you to attend the Annual Meeting and vote in person, ifIf you intend to vote by mail with the enclosed mail ballot, the mail ballot must be received by the Company by Monday,Tuesday, March 14, 200528, 2006 to be included in the voting.  Although we encourage you to vote by mail, if you plan to attend the Annual Meeting, you may vote in person.

On behalf of the Board of Managers, I would like to express our appreciation for your continued support of the Company.

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GOLDEN OVAL EGGS, LLC

PROXY STATEMENT FOR ANNUAL MEETING OF MEMBERS

To Be Held March 15, 200529, 2006

Your vote is very important. The Board of Managers of Golden Oval Eggs, LLC, (the “Company”) is soliciting mail ballots to be voted at the March 15, 200529, 2006 Annual Meeting. The Company is a Delaware limited liability company. The principal executive offices of the Company are located at 340 Dupont1800 Park Avenue NE,East, Renville, Minnesota 56284 and its telephone number is (320) 329-8182.

This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. This Proxy Statement and the mail ballot were mailed to members beginning on or about February 23, 2005.March 13, 2006.  The Annual Report to Members for the fiscal year ended August 31, 20042005 was mailed to members on or about January 10, 2005.February 3, 2006.

The mail ballot solicitation is being made on behalf of the Board of Managers of the Company, and the Company is responsible for the costs associated with such solicitation.  In addition to solicitation by mail, officers, directorsmanagers and employees of the Company may solicit mail ballots by telephone, electronic communication or in person.

Who May Vote

Only members of record at the close of business on February 10, 200528, 2006, will be entitled to notice of and to vote at the Annual Meeting of Stockholders.Members. On February 10, 2005,28, 2006, there were 4,581,832 4,688,677 of the Company’s limited liability company units issued and outstanding.

How You Can Vote

You may vote by one of the following two methods:

·•      Complete, sign and date the enclosed mail ballot and return it in the enclosed postage-paid envelope provided to be received by March 14, 2005,28, 2006, or

·•      Cast your vote in person at the Annual Meeting.

How You Can Revoke or Change Your Vote

You may revoke your mail ballot and change your vote before the final vote at the Annual Meeting by:

·•      Sending written notice of revocation to the Company’s Secretary; or

·•      Submitting a properly signed mail ballot with a later date; or

·•      By revoking your mail ballot in person at the Annual Meeting and voting in person at the Annual Meeting.

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General Information on Voting

You are entitled to cast one vote for each of the Company’s limited liability company units you own as of the close of business on February 10, 2005.28, 2006.

All members are cordially invited to attend the Annual Meeting in person.  Whether or not you expect to attend the meeting, please complete, date, sign and return the enclosed mail ballot as promptly as possible in order to ensure your representation at the meeting.  A return envelope (which is postage prepaid if mailed in the United States) is enclosed for that purpose.  Even if you have given your mail ballot, you may still vote in person if you attend the Annual Meeting.  Please note, however, that if your sharesunits are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must bring to the meeting a letter from the broker, bank or other nominee confirming your beneficial ownership of the units.  Additionally, in order to vote at the meeting, you must obtain from the record holder a proxymail ballot issued in your name.

        In order to be considered properly voted, mail ballots must be received by the Company by March 28, 2006, prior to the Annual Meeting.

Quorum and Vote Requirements

A quorum, consisting of a 20% of the units entitled to vote at the Annual Meeting, must be present in person or by mail ballot before action may be taken at the Annual Meeting.  Votes cast by mail ballot or in person at the Annual Meeting of Members will determine whether or not a quorum is present.  Each of the Company’s limited liability company units is entitled to one vote.

Pursuant to the Company’s Amended and Restated Limited Liability Company Agreement, the Board of DirectorsManagers has adopted rules and procedures for the election of the various members of the Board of Managers at the Annual Meeting.  As indicated above, each member is entitled to cast one vote for each of the Company’s units held by that member on each matter submitted to a vote of the members of the Company.  The Board of Managers has determined that it is appropriate that all seven seats on the Company’s Board be open for election at the Annual Meeting. As a result, aA member may cast votes equal to the number of units held by such member for up to seventwo candidates for election to the Board of Managers.  For example, a member holding 5,000 units could cast 5,000 votes for Candidate A, and 5,000 votes for Candidate B, 5,000 votes for Candidate C and so on.B.

Given the Board of Managers’ determination that all seven

The two board seats on the Board of Managers should becurrently available for election at this Annual Meeting are currently held by Mr. Tauer and given the provisions of the Company’s Amended and Restated Limited Liability Company Agreement establishing a “staggered” board, the Board of Managers has adopted the following procedure for the election of candidates to the Board of Managers at the Annual Meeting:

Mr. Petersburg.  Through the efforts of the Company’s Nominating Committee, the Board of Managers hashave identified tenfive candidates to stand for election to the seventwo seats, available onincluding the Board of Managers.two incumbents.  (Information is included elsewhere in this document regarding those candidates, their qualifications and their reasons for seeking election to the Company’s Board of Managers.)Managers).   The threetwo candidates receiving the most votes will be assigned 3-year terms, expiring at the Company’s Annual Meeting to be held in 2008. The two candidates receiving the fourth and fifth highest vote counts will be assigned 2-year terms, expiring at the Company’s Annual Meeting to be held in 2007. Finally, the two candidates receiving the sixth and seventh highest vote counts will be assigned 1-year terms, expiring at the Company’s Annual Meeting to be held in 2006.2009.  You may vote “FOR,” “AGAINST”“AGAINST,” or “ABSTAIN ”“ABSTAIN” on any proposal other proposal.than the election of managers.

All units that have been properly voted, whether by mail ballot or in person, and not revoked will be voted at the Annual Meeting as designated. In order to be considered properly voted, mail ballots must be received by the Company by March 14, 2005, prior to the Annual Meeting.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table furnishes information, as of, February 10, 2005,28, 2006, regarding beneficial ownership of the Company’s Class A units by (i) each person known by us to beneficially own more than 5% of the Company’s issued and outstanding units, (ii) each of the Company’s directorsmanagers, each nominee for election at this Annual Meeting and each executive officers,officer named in the Summary Compensation Table on page 17 (the “Named Executive Officers”) and (iii) all of the Company’s directorscurrent managers and executive officers as a group.

The address of each natural person listed below is c/o Golden Oval Eggs, LLC, 340 Dupont1800 Park Avenue NE,East, Renville, MN 56824. Except as otherwise noted, each person listed below has sole investment discretion and voting power with respect to the units listed.

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IINFORMATIONNFORMATION REGARDING THE BOARD OF DIRECTORSMANAGERS

The Company is managed by a Board of Managers, all of whom will beare elected on an at-large basis. Under the Amended Limited Liability Company Agreement, the number of managers is to be set by the Board of Managers, but may not be less than five.  The initial Board has set the number of Managers of the Company consists of the same seven individuals who served as members of the Board of Directors of the cooperativemanagers at the time of the Cooperative’s conversion.seven.

The names, addresses, ages and terms of the current managers of the Company are as follows:

Marvin Breitkreutz.   Mr. Breitkreutz previously served as a director of the cooperative from its formation in 1994 through the date of the conversion. He is now serving as Manager and has served as Chairman since April 2002. He has served on the board for Southern Minnesota Sugar Beet Cooperative, is Chairman of the Red River Valley Farmers Insurance Pool, and is a past township supervisor and chairman of the Renville County Farm Bureau. He has owned and operated his farm since 1962. He raises sugar beets, corn and soybeans.

Mark Chan.   Mr. Chan previously served as a director of the cooperative from its formation in 1994 through the date of the conversion. He is now serving as a Manager and has served as Secretary/Treasurer since April 2002. He is a past director of Co-op Country Farmers Elevator and ValAdCo. He has been farming since 1982. He is an owner and manager of a family farm corporation, raising corn, soybeans, sugar beets and green peas.

Chris Edgington.Mr. Edgington previously served as a director of the cooperative from February 2000 through the date of the conversion.  He is now serving as a Manager and has beenis Chairman of the Board. Previously he served as the Company’s Vice Chairman since April 2002.Chairman. He currently serves on the board for Ag Ventures Alliance

and has served on the Iowa Extension Council. He is a member of the Iowa Pork Producers, and servedserving on the producer leadership

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Seven candidates are to be elected at the Annual Meeting to serve as members of the Company’s Board of Managers. Three of those candidates will be electedManagers for a three-year terms, with their terms expiring at Company’s Annual Meeting to be held in 2008. Two candidates will be2009 or until their successor is elected for two-year terms, expiring at the Company’s Annual Meeting to be held in 2007. Two candidates will be elected for one-year terms, expiring at the Company’s Annual Meeting to be held in 2006.and qualified.  The threetwo candidates receiving the most votes at the Annual Meeting will be elected to three-year terms, expiring at the Company’s Annual Meeting to be held in 2008. The two candidates receiving the fourth and fifth highest vote counts will be elected to two-year terms, expiring at the Company’s Annual Meeting to be held in 2007. Finally, the two candidates receiving the sixth and seventh highest vote counts will be elected to one-year terms, expiring at the Company’s Annual Meeting to be held in 2006.  (In each case a member of the Board of Managers will hold office until his or her successor is elected and qualified.)elected.  The Nominating Committee has nominated, and the Board of Managers has ratified the nomination of, the five persons named below as candidates for election to the Board of MangersManagers of the Company.  The current Board of ManagersEach person has consented to be nominated and the Company has no reason to believe any nominee will not continue to be a candidate or will not be able to serve as a manager if elected.

The name and age of each of the nominees for election to the Company’s Board of Managers, his principal occupation and other information is set forth below, based upon information furnished to the Company by the nominee.

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20052006 Board of Manager Candidates

MIKE BRANSTAD                             Age 47
48

106 Central Drive

Forest City, IA 50436

641.585.5854 telephone

641.590.0224 fax

Board Experience

·•       Founder and President of      1992-present Branstad Farms, Inc. (12 years)currently serving as president.

·•       Founder and President of AgVisions,      2001-present Ag Ventures Alliance, currently serving as Vice-President

•      2002-present Ag Visions, LLC, (4 years)currently serving as President

·•       Founder and President of      2003-present JSB Farms, LLC, (3 years)currently serving as President

·•       Founder and Treasurer of      2003-present Brazil Ag Enterprises, LLC, (2 years)currently serving as Treasurer

·•       Ag Ventures Alliance Board Member (4 years)

·       Ag Venture Alliance Executive Committee member (3 years)

·       Founder and Vice-President of      2004-present SoyEx Cooperative, (2 years)currently serving as Vice-President

·•      2002-present Winnebago Mutual Insurance Board Member (3 years)Association

·•      2004-present Winnebago Insurance Holding Company Member (1 year)

Business Experience

·•      Owned and operated a farming business for over 25 years.

·•      Have also done custom trucking, custom farming, managed farmsfarm management for absentee landowners and seed sales.

·•      Was Project Coordinator for Brazil Ag Enterprises, LLC and help develop the Business Plan, Operating Agreement, Disclosure Documents and the Private Placement Offering.

•      Helped develop AgVisions, LLC, where a small group of farmers pool resources, purchase machinery and lease back to the members.

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BRAD PETERSBURG        Age 48
49

563  390^th St

Hanlontown, IA 50444

641-588-3116 telephone

641-420-5851 cell

Board Experience

·•      Golden Oval Eggs, a farmer-owned egg production/processing company with 700 members.  Positions include Chairman, Vice Chairman, Director and Advisory Member over a 5-year6-year period.

·•      Midwest Grain Processors, a farmer-owned ethanol plant with 1300 members.  Positions include Chairman and Director over a 4-year period.

·•      Agra Resources Co-op (EXOL), a farmer-owned ethanol plant with 500 members.  Positions include Chairman, Secretary, and Director over a 5-year period.

·•      Ag Ventures Alliance, a value-added business development organization with 1200 members.  Positions include Vice Chair and Director over a 5-year period.

·•      Rural Development Associates, a business consulting firm.  Positions include Secretary-Treasurer over a 2-year3-year period.

·•      Rural Development Partners, a Community Development Entity certified by the U.S. Treasury Dept.  Positions include Managing Director over a 2-year3-year period.

·•      Iowa Renewable Fuels Association, a state trade organization for renewable fuels.  Positions include Legislative Chair and Director over a 3-year period.

·•      BIOWA Development Association, a trade organization for biobased businesses in Iowa.  Positions include Vice Chairman over a 2-year3-year period.

·•      Good View, a company investing in farmland in northern Brazil.  Served as director for 1 year.

•      Various boards or committees of Farm Bureau, Corn Growers, Soybean Growers and our church.

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EducationCORPORATE GOVERNANCE

Why do you desire to serve on the board and why would you be an effective board member?

·       Credit analysis and problem solving

·       Risk management in commercial and agricultural lending

·       Risk management in production agriculture

·       Bookkeeping and accounting experience

·       Strong background in livestock and crop production

·       Experienced in marketing of grain and livestock

Family

Married with two grown children.

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BoardManager Attendance at Meetings

The Board of DirectorsManagers met 1314 times during fiscal year 2004.2005. Each nomineeperson who served as a directormanager in fiscal year 20042005 attended at least 75% or more of the meetings of the Board of DirectorsManagers and any committee on which he served.

The Company does not have a formal policy on attendance at meetings of the Company’s stockholders.members. However, the Company encourages all Board members to attend stockholdermember meetings. The 20042005 Annual Meeting of StockholdersMembers was attended by each of the directorsmanagers serving at that time.

Committee Member Independence

Although none of the Company’s securities are listed on any stock exchange or system of dealer quotation, each of the charters of the committees of the Board of DirectorsMangers requires a determination of independence to be made with reference to the rules of The Nasdaq Stock Market or the New York Stock Exchange. The Board of DirectorsManagers has determined that the standards of The Nasdaq Stock Market relating to director independence are appropriate and the Board applied these standards in determining, as set forth below, which directorsmanagers serving on the committees of the Board of DirectorsManagers are “independent.”  As part of that process, the NominationNominating Committee and the Board reviewed all transactions and relationships between each directormanager (or any member of his or her immediate family) and the Company, the Company’s executive officers and the Company’s auditors, and other matters bearing on the independence of directors.managers.  In connection with their review, the Nominating Committee and the Board of Managers determined that all of the Company’s managers are “independent” as that term is defined by the Marketplace Rules of The Nasdaq Stock Market.

Committees of the Board of Managers of the Company

The Board of Managers of the Company has appointed a compensation committee,Compensation Committee, an audit committee,Audit Committee, a nomination committeeNominating Committee and a strategic alternatives committee.Strategic Alternatives Committee.

The compensation committeeCompensation Committee makes recommendations to the Board of Managers of the Company regarding stock and compensation plans, approve transactions of certain officers and grant stock options.  Messrs. Breitkreutz, EdgingtonHebrink and Petersburg serve as the members of the compensation committee.Compensation Committee.  The Compensation Committee met twelve times in fiscal year 2005.

The audit committeeAudit Committee makes recommendations to the Board of Managers of the LLC regarding the selection of independent auditors, reviews the scope of audit and other services by the independent auditors, reviews the accounting principles and auditing practices and procedures to be used for the LLC’s financial statements and reviews the results of those audits.  The Audit Committee does not operate under a written charter.  Messrs. Breitkreutz,Wilson, Chan and EdgingtonTauer serve as members of the audit committee.Audit Committee and each is independent under Rule 10A-3 of the Securities Exchange Act of 1934.  None of the current members of the audit committeeAudit Committee qualify as an “audit committee financial expert” within the meaning of Securities and Exchange Commission regulations.  No member of the Audit Committee qualifies as an “audit committee financial expert.”  However, the Board of Managers believes that the members of the Audit Committee collectively have such knowledge and expertise to perform their duties as members of the Audit committee.  The Audit Committee met two times in fiscal year 2005.

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performance bonus, based on annual goals.   Any bonuses based on the Company’s return on equity or individual performance will be paid 50% in cash and 50% through the grant of units in the Company, based on a unit value equal to the higher of the Company’s per unit book value or market value on the date of grant.  Any units in the Company granted as part of such bonuses are subject to forfeiture by the executive in the event of termination for cause or termination of employment at the election of the executive.  However, 1/3 of the units contained in each such bonus will cease to be subject to forfeiture on each of the first three anniversaries of the date of the grant of such units as part of a bonus.  Each executive is also eligible for an “equity capital markets transaction bonus”.  Such a bonus would accrue to the executives if the Company completes one or more transactions in which equity interests in the Company or a subsidiary are offered through the equity capital markets to investors.  Mr. Persson would receive a bonus equal to 1.5% of the “Members Gain on Equity” arising from any such equity capital markets transaction and Mr. Leifermann would receive a bonus equal to 0.5% of the “Member’s Gain on Equity”.  For purposes of the contracts, “Member’s Gain on Equity” would be calculated by comparing the new equity value of the Company following any such transaction to the book value of the Company prior to any such transaction.  Similarly, if more than 20% of the fixed or operating assets of the Company are sold which would represent a proportional capital gain on members’ equity allocated to those assets on a pro rata basis, or if a change in control occurs resulting in a capital gain on members’ equity, then the Company shall pay Mr. Persson and Mr. Leifermann a “liquidation” bonus of 1.5% and 0.5% of the “Member’s Gain on Equity”.  Any such equity capital markets transaction bonus or liquidation bonus would be paid to Mr. Persson and Mr. Leifermann, respectively, in the same form or forms of payment as are received by other members of the Company in the transaction or liquidation giving rise to payment of the bonuses.  In addition, Mr. Persson and Mr. Leifermann are entitled to receive matching 401(k) plan contributions of up to 6% of each executive’s base salary, the use of a vehicle and other fringe benefits under the Company’s group benefit plans.

        The agreements may be terminated prior to the end of the initial term or any renewal term due to death or disability, a change in control of the business, mutual agreement of the parties or otherwise upon the election of either party. If Mr. Persson’s employment is terminated for any reason other than death of permanent disability, Mr. Persson is entitled to receive payments in an amount equal to his base salary at normal salary payment intervals for a period of 24 months following termination (or for so long as the non-competition provision described below remains in effect) and group benefits for the applicable period. Mr. Leifermann’s agreement contains similar provisions, except that the severance benefits provided to Mr. Leifermann shall extend for a period of 12 months, rather than 24 months.

        The agreements provide that, for a period of 24 months after termination of Mr. Persson’s employment and 12 months after termination of Mr. Leifermann’s employment, Mr. Persson and Mr. Leifermann, respectively, may not participate through management or control or be employed by any business or enterprise which is engaged in any business activity similar to that of the Company from its formation in 1994 throughthat competes with the present. In additionCompany for the Company’s egg product markets or sources of egg supplies.

The Company has entered into a severance agreement with Mr. Heying and Ms. Staley, who each retired on October 31, 2005, that is substantially similar to coordinatingMr. Leifermann’s as described above.  Therefore, as long as these former executives comply with the functionsnon-competition provisions of managementsuch agreement, each will receive their respective base salary and group benefits for a period of 12 months.

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Board of Managers Compensation

        After much study and discussion, the Board of Directors, sheManagers authorized a new compensation plan in April 2005 for members of the Board of Managers that is responsible for member relations, communications, shareholder relations,substantially greater than in the past.  The following table shows the cash meeting fees and provides management leadership forretainers that were paid to managers after April 2005:

Managers are also be reimbursed approved out-of-pocket expenses associated with their attendance at meetings and mileage at the human resources department. She also administers the unit transfer process. She has served as a board member for the Broiler & Egg Association of Minnesota since 2002. Prior to joining the company, she was employedrate approved by the St. Paul BankIRS.  In addition, each manager will be granted 2,000 units for Cooperatives.each year served on the board.  Those units will be issued after each year of service.  These units carry a three year transferability restriction after issuance.  One-third of this restriction terminates each of the next three years after issuance.

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In fiscal year 2005, the Company paid the following as compensation to the managers of the Company.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATIONEmployment Agreements

Basic Policy Considerations

The Company’s compensation policiesCompany is party to an employment, non-competition and severance agreements with respectits President/Chief Executive Officer, Dana Persson, and its Vice President/Chief Financial Officer, Doug Leifermann. The agreements provide for employment of the two executives for an initial period ending August 31, 2007.  Each agreement will continue to its executive officers, establishedrenew automatically for successive one-year periods unless notice is given by either party not less than 60 days before the Compensation Committee,end of the then current employment term.

        Under the agreements, the Company is to pay Mr. Persson an annual base salary of $260,000 and Mr. Leifermann an annual base salary of $160,000.  Mr. Persson and Mr. Leifermann are each eligible to receive an annual bonus based on the principles that compensation should,Company’s return on equity for each fiscal year, with a maximum bonus of two times the executive’s annual base salary, subject to the discretion of the Company’s Board to exceed the maximum in its discretion.  Each executive is also eligible for a significant extent, reflectdiscretionary individual

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performance bonus, based on annual goals.   Any bonuses based on the financialCompany’s return on equity or individual performance will be paid 50% in cash and 50% through the grant of units in the Company, based on a unit value equal to the higher of the Company’s per unit book value or market value on the date of grant.  Any units in the Company granted as part of such bonuses are subject to forfeiture by the executive in the event of termination for cause or termination of employment at the election of the executive.  However, 1/3 of the units contained in each such bonus will cease to be subject to forfeiture on each of the first three anniversaries of the date of the grant of such units as part of a bonus.  Each executive is also eligible for an “equity capital markets transaction bonus”.  Such a bonus would accrue to the executives if the Company completes one or more transactions in which equity interests in the Company or a subsidiary are offered through the equity capital markets to investors.  Mr. Persson would receive a bonus equal to 1.5% of the “Members Gain on Equity” arising from any such equity capital markets transaction and Mr. Leifermann would receive a bonus equal to 0.5% of the “Member’s Gain on Equity”.  For purposes of the contracts, “Member’s Gain on Equity” would be calculated by comparing the new equity value of the Company andfollowing any such transaction to the executive’s individual contribution to this financial performance. To a large extent, reflecting the importance of the interactions among the various areasbook value of the Company the executive’s individual contributionprior to the group of executives, and this group of executives’ contribution to the Company’s financial performance, is a primary factor in determining compensation. It is the policyany such transaction.  Similarly, if more than 20% of the committee to set executive compensation at levels that are sufficiently competitive with food processing companies of comparable size to attract, retain and motivate the highest quality individuals to contribute to the Company’s goals, objectives and overall financial success. The compensation of each executive officer is based largely upon both individual and Company performance.

Annual Compensation—Executive Officers Other Than Chief Executive Officer

The Compensation Committee sets compensation by subjective evaluationfixed or operating assets of the individual performance of each executive and by marketplace valuations of comparable executives, although salary determinationsCompany are not based upon any specificsold which would represent a proportional capital gain on members’ equity allocated to those assets on a pro rata basis, or constant criteria.

Executives are eligible for annual incentive cash bonuses basedif a change in control occurs resulting in a capital gain on individual and Company performance. The Compensation Committee has historically considered a variety of factors and criteria when determining annual incentive cash bonuses in accordance with the Compensation Committee’s business judgment. The Compensation Committee has remained focused on the same criteria and factors during both financially successful fiscal years (such as the most recently completed fiscal year) and in years, such as 2002, whenmembers’ equity, then the Company did not experience favorable financial results. The combination of base salary, annual cash bonuses and any long term incentive programs are intended to provide market level compensation reflecting the executive’s contributions to the Company’s financial performance and strategic objectives.

Fiscal Year 2004 Compensation for Chief Executive Officer

In fiscal year 2004, the Company’s Chief Executive Officer, Mr. Dana Persson was paid a base salary of $192,807. In addition,shall pay Mr. Persson receivedand Mr. Leifermann a “liquidation” bonus with a total value of $960,506. Of1.5% and 0.5% of the “Member’s Gain on Equity”.  Any such equity capital markets transaction bonus amount, a total of $385,614 willor liquidation bonus would be paid to Mr. Persson and Mr. Leifermann, respectively, in cash.the same form or forms of payment as are received by other members of the Company in the transaction or liquidation giving rise to payment of the bonuses.  In addition, Mr. Persson and Mr. Leifermann are entitled to receive matching 401(k) plan contributions of up to 6% of each executive’s base salary, the use of a vehicle and other fringe benefits under the Company’s group benefit plans.

        The remaining portionagreements may be terminated prior to the end of this bonusthe initial term or any renewal term due to death or disability, a change in control of the business, mutual agreement of the parties or otherwise upon the election of either party. If Mr. Persson’s employment is terminated for any reason other than death of permanent disability, Mr. Persson is entitled to receive payments in an amount will be paidequal to his base salary at normal salary payment intervals for a period of 24 months following termination (or for so long as the non-competition provision described below remains in effect) and group benefits for the applicable period. Mr. Leifermann’s agreement contains similar provisions, except that the severance benefits provided to Mr. Persson through the grantLeifermann shall extend for a period of restricted units in the Company. The Board of Directors has not established the precise terms and conditions of that grant.12 months, rather than 24 months.

25        The agreements provide that, for a period of 24 months after termination of Mr. Persson’s employment and 12 months after termination of Mr. Leifermann’s employment, Mr. Persson and Mr. Leifermann, respectively, may not participate through management or control or be employed by any business or enterprise which is engaged in any business activity similar to that of the Company that competes with the Company for the Company’s egg product markets or sources of egg supplies.

The Company has entered into a severance agreement with Mr. Heying and Ms. Staley, who each retired on October 31, 2005, that is substantially similar to Mr. Leifermann’s as described above.  Therefore, as long as these former executives comply with the non-competition provisions of such agreement, each will receive their respective base salary and group benefits for a period of 12 months.

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REPORT OF THE AUDIT COMMITTEEBoard of Managers Compensation

The Audit Committee

        After much study and discussion, the Board of Managers authorized a new compensation plan in April 2005 for members of the Board of Managers that is currently comprised of Messrs. Edgington (Chair), Chan and Breitkreutz. In accordance with its Charter, the Audit Committee reviewed and discussed the audited financial statements with management and Moore Stephens Frost, the Company’s independent accountants. The discussions with Moore Stephens Frost also included the matters required by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended.

Moore Stephens Frost provided to the Audit Committee the written disclosures and the letter regarding its independence as required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). This information was discussed with Moore Stephens Frost.

Based on the discussions with management and Moore Stephens Frost, the Audit Committee’s review of the representations of management and the report of Moore Stephens Frost, the Audit Committee recommended to the Company’s Board of Managers, and the Board of Managers approved, that the Company’s audited financial statements be includedsubstantially greater than in the Annual Report on Form 10-K forpast.  The following table shows the fiscal year ended August 31, 2004 for filing with the Securitiescash meeting fees and Exchange Commission.retainers that were paid to managers after April 2005:

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EXECUTIVE COMPENSATION

The following table showsManagers are also be reimbursed approved out-of-pocket expenses associated with their attendance at meetings and mileage at the compensation paidrate approved by the cooperative inIRS.  In addition, each manager will be granted 2,000 units for each year served on the years indicated to its President and Chief Executive Officer and theboard.  Those units will be issued after each year of service.  These units carry a three other individuals who were serving as executive officersyear transferability restriction after issuance.  One-third of this restriction terminates each of the company at the end of itsnext three years after issuance.

In fiscal year 2004.2005, the Company paid the following as compensation to the managers of the Company.

Summary Compensation Table

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(1)          Includes medical insurance contributions: for Mr. Persson, Mr. Heying, Mr. Leifermann. Also includes the following personal vehicle usage: for Mr. Persson, $7,770 annually; and for Mr. Heying, $6,840 annually.

(2)          Represents the restricted grant of 95,815 of the Company’s Class A limited liability company units , calculated at a value of $6.00 per unit. The units are subject to restrictions on transfer and to the risk of forfeiture in the event that Mr. Persson does not continue as an executive of the Company through the vesting dates for the units. One third of the restricted units granted (31, 938 units) will vest on September 1, 2005, one third on September 1, 2006 and one third on September 1, 2007, provided that Mr. Persson remains an employee of the Company on such dates. The Board of Directors is considering additional terms and conditions related to the restrictions associated with the grant of such units, including the possibility of accelerated vesting in the event of a change of control. The restricted units will receive allocations and distributions from the Company prior to the date of vesting.]

(3)          Consists of matching contributions made by the Company to its 401(k) plan.

Employment Agreements

The Company is party to an employment, non-competition and non-competition agreementseverance agreements with its President/Chief Executive Officer, Dana Persson.Persson, and its Vice President/Chief Financial Officer, Doug Leifermann. The agreement providesagreements provide for Mr. Persson’s employment of the two executives for an initial period from July 1, 2002 throughending August 31, 2003. This employment term has been renewed through August 31, 2005 and2007.  Each agreement will continue to renew automatically for successive one-year periods unless notice is given by either party not less than 60 days before the end of the then current employment term.

Under the agreement,agreements, the Company is to pay Mr. Persson an annual base salary of $192,000$260,000 and Mr. Leifermann an annual base salary of $160,000.  Mr. Persson and Mr. Leifermann are each eligible to receive an annual bonus based on the Company’s return on equity for each fiscal year, capped atwith a maximum bonus of two times histhe executive’s annual base salary. Ifsalary, subject to the discretion of the Company’s Board to exceed the maximum in its discretion.  Each executive is also eligible for a discretionary individual

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performance bonus, based on annual goals.   Any bonuses based on the Company’s return on equity or individual performance will be paid 50% in cash and 50% through the grant of units in the Company, based on a unit value equal to the higher of the Company’s per unit book value or market value on the date of grant.  Any units in the Company granted as part of such bonuses are subject to forfeiture by the executive in the event of termination for cause or termination of employment at the election of the executive.  However, 1/3 of the units contained in each such bonus will cease to be subject to forfeiture on each of the first three anniversaries of the date of the grant of such units as part of a bonus.  Each executive is also eligible for an “equity capital markets transaction bonus”.  Such a bonus would accrue to the executives if the Company completes one or more transactions in which equity interests in the Company or a subsidiary are offered through the equity capital markets to investors.  Mr. Persson would receive a bonus equal to 1.5% of the “Members Gain on Equity” arising from any such equity capital markets transaction and Mr. Leifermann would receive a bonus equal to 0.5% of the “Member’s Gain on Equity”.  For purposes of the contracts, “Member’s Gain on Equity” would be calculated by comparing the new equity value of the Company following any such transaction to the book value of the Company prior to any such transaction.  Similarly, if more than 20% of the fixed or operating assets of the Company are sold which would represent a proportional capital gain on members’ equity allocated to those assets on a pro rata basis, or if a change in control occurs resulting in a capital gain on members’ equity, then the Company shall pay Mr. Persson and Mr. Leifermann a “liquidation” bonus of 2%1.5% and 0.5% of the gain“Member’s Gain on equity. IfEquity”.  Any such equity capital markets transaction bonus or liquidation bonus would be paid to Mr. Persson and Mr. Leifermann, respectively, in the Company mergessame form or consolidates with another business entity and the asset valueforms of the merged or consolidated business entity is at least 1.5 times the asset valuepayment as are received by other members of the Company then Mr. Persson shall be entitled to a “merger” bonus equivalent to 50% of his base salary in the formtransaction or liquidation giving rise to payment of stock or other similar equity in the new or surviving company which shall vest over a period of up to three years.bonuses.  In addition, Mr. Persson isand Mr. Leifermann are entitled to receive matching 401(k) plan contributions of up to 6% of hiseach executive’s base salary, the use of a vehicle and other fringe benefits under the Company’s group benefit plans.

The agreementagreements may be terminated prior to the end of the initial term or any renewal term due to death or disability, a change in control of the business, mutual agreement of the parties or otherwise upon the election of either party. If Mr. Persson’s employment is terminated by the Company without cause or due to a change in control,for any reason other than death of permanent disability, Mr. Persson is entitled to receive payments in an amount equal to his base salary at normal salary payment intervals for a period of 1224 months following termination (or for so long as the non-competition provision described below remains in effect) and group benefits for the applicable period. Mr. Leifermann’s agreement contains similar provisions, except that the severance benefits provided to Mr. Leifermann shall extend for a period and the unvested portion of any merger bonus will vest upon termination. If Mr. Persson’s employment is otherwise terminated prior to the end of the initial term or any renewal term, the Company will be under no further duty to make any payments of salary or bonus or12 months, rather than 24 months.

        The agreements provide any benefits, except to the extent of any payment obligations that accrued prior to termination.

The agreement provides that, for a period of 1824 months after termination of theMr. Persson’s employment term,and 12 months after termination of Mr. Leifermann’s employment, Mr. Persson and Mr. Leifermann, respectively, may not participate through management or control or be employed by any business or enterprise which is engaged in any business activity similar to that of the Company that competes with the Company for the cooperative’sCompany’s egg product markets or sources of egg supplies.

The Company has entered into a severance agreement with Mr. Heying and Ms. Staley, who each retired on October 31, 2005, that is substantially similar to Mr. Leifermann’s as described above.  Therefore, as long as these former executives comply with the non-competition provisions of such agreement, each will receive their respective base salary and group benefits for a period of 12 months.

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Board of Managers Compensation.Compensation

The Company has historically provided its managers with a per diem payment of $200 for any day on which a manager undertakes activities on the Company’s behalf, including board meetings and other functions of the Company. The Company also has paid each manager a monthly fee of $200, except for the Chairman and Secretary who have been paid monthly fees of $400 and $250, respectively. The Company has reimbursed also its managers for out-of-pocket expenses incurred on behalf of the Company.

After much study and discussion, the Board of Managers has authorized a new compensation plan in April 2005 for members of the Board of Managers that is substantially greater than in the past.  The following compensation packagetable shows the cash meeting fees and retainers that were paid to managers after April 2005:

Managers are also be reimbursed approved out-of-pocket expenses associated with their attendance at meetings and mileage at the rate approved by the IRS.  In addition, each manager will be implemented followinggranted 2,000 units for each year served on the Annual Meeting andboard.  Those units will be made available toissued after each year of service.  These units carry a three year transferability restriction after issuance.  One-third of this restriction terminates each of the candidates electednext three years after issuance.

In fiscal year 2005, the Company paid the following as compensation to servethe managers of the Company.

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REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

Basic Policy Considerations

        The Company’s compensation policies with respect to its executive officers, established by the Compensation Committee, are based on the principles that compensation should, to a significant extent, reflect the financial performance of the Company and the executive’s individual contribution to this financial performance.  To a large extent, reflecting the importance of the interactions among the various areas of the Company, the executive’s individual contribution to the group of executives, and this group of executives’ contribution to the Company’s financial performance, is a primary factor in determining compensation.  It is the policy of the committee to set executive compensation at levels that are sufficiently competitive with food processing companies of comparable size to attract, retain and motivate the highest quality individuals to contribute to the Company’s goals, objectives and overall financial success.  The compensation of each executive officer is based largely upon both individual and Company performance.

Annual Compensation — Executive Officers Other Than Chief Executive Officer

        The Compensation Committee sets compensation by subjective evaluation of the individual performance of each executive and by marketplace valuations of comparable executives, although salary determinations are not based upon any specific or constant criteria.

        Executives are eligible to receive an annual incentive bonus based on the Company’s return on equity for each fiscal year, with a maximum bonus of two times the executive’s annual base salary, subject to the discretion of the Company’s Board to waive this maximum in its discretion.  Each executive is also eligible for a discretionary individual performance bonus, based on annual goals agreed to by the Board and management.  Any bonuses based on the Company’s return on equity or individual performance will be paid 50% in cash and 50% through the grant of units in the Company, based on a unit value equal to the higher of the Company’s per unit book value or it’s market value.  These awards are not intended to be in addition to market level compensation but instead are designed to cause a significant part of an executive’s annual compensation to be dependent on the Compensation Committee’s assessment of the executive’s performance and the executive’s contributions to the Company’s financial performance and strategic objectives. All of the Company’s Executives other than the Chief Executive Officer received a discretionary individual bonus of $40,000 for fiscal year 2005.  Of the bonus amount, a total of $20,000 will be paid in cash and the remaining portion of this bonus amount will be paid through the grant of restricted units in the Company.  These units will be issued based on a unit value equal to the higher of the Company’s per unit book value or market value.

Fiscal Year 2005 Compensation for Chief Executive Officer

        In fiscal year 2005, the Company’s Chief Executive Officer, Mr. Dana Persson, was paid a base salary of  $260,125.  In addition, Mr. Persson received a bonus with a total value of $65,000.  Of the bonus amount, a total of $32,500 will be paid to Mr. Persson in cash.  The remaining portion of this bonus amount will be paid to Mr. Persson through the grant of restricted units in the Company.  These units will be issued to Mr. Persson based on a unit value equal to the higher of the Company’s per unit book value or market value.  Mr. Persson’s cash compensation and bonus were determined based on the criteria described above and generally applicable to executive officers.

SUBMITTED BY THE COMPENSATION COMMITTEE

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REPORT OF THE AUDIT COMMITTEE

        The Audit Committee of the Board of Managers followingis currently comprised of Messrs. Chan, Wilson and Tauer.  In accordance with its Charter, the Annual Meeting:Audit Committee reviewed and discussed the audited financial statements with management and Moore Stephens Frost, the Company’s independent accountants.  The discussions with Moore Stephens Frost also included the matters required by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended.

GOE

Moore Stephens Frost provided to the Audit Committee the written disclosures and the letter regarding its independence as required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). This information was discussed with Moore Stephens Frost.

        Based on the discussions with management and Moore Stephens Frost, the Audit Committee’s review of the representations of management and the report of Moore Stephens Frost, the Audit Committee recommended to the Company’s Board of Managers, Compensationand the Board of Managers approved, that the Company’s audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended August 31, 2005 for filing with the Securities and Exchange Commission.

Cash Compensation:

Additional Cash Compensation for Officers:SUBMITTED BY THE AUDIT COMMITTEE

OF THE COMPANY’S BOARD OF MANAGERS

Annual Retainer in Stock:PERFORMANCE GRAPH

2,000 shares of stock with 3-year transfer restrictions

Expense Reimbursement:

Approved out-of-pocket costs and mileage at IRS approved rate.

Performance Graph

The Securities and Exchange Commission requires that the Company include in this Proxy Statement a line graph presenting comparing cumulative, five-year stockholderunit holder returns on an indexed basis with a broad market index and either a nationally-recognized industry standard or an index of peer companies selected by the Company.  However, there is no established public trading market for the Company’s Limited liability company units. Therefore, the Company is unable to estimate the value of the Company’s Limited liability company units or present a line graph or any other information comparing the value of the Company’s limited liability company units with any other index.

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RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Moore Stephens Frost, LLP served as of August 31, 2004, the Company had approximately $272,000 payable to Coop CountryCompany’s principal accountant for paymentfiscal year 2005.  The Audit Committee has selected Moore Stephens Frost as the Company’s principal accountant for corn.

United Mills

For thefiscal year ended August 31, 2004, the Company purchased feed totaling approximately $7.8 million from United Mills.2006.  The Company hasexpects that a 331¤3% ownership interest in United Mills that has been accounted for usingrepresentative of Moore Stephens Frost will be at the equity method. Since United Mills is2006 Annual Meeting to make a cooperative, its incomestatement if they desire to do so and capital reserves are allocated to its member-patrons on the basis of patronage. Prepaid feed purchasedrespond to appropriate questions from United Mills totaled approximately $150,000 at August 31, 2003. The cooperative also had advanced United Mills approximately $150,000 for future purchases of feed at August 31, 2004.members.

Midwest Investors of Iowa, Cooperative

The Company leases the land on which its Thompson, Iowa facilities are located from Midwest Investors of Iowa, Cooperative. The membership and board of directors of Midwest Investors of Iowa is composed of the following members of the Board of Managers of the Company: Messrs. Breitkreutz, Chan, Edgington, Jacobs, Tauer, Woodley and Petersburg. Rent expense for the year ended August 31, 2004 totaled approximately $78,000. The Company holds a note receivable from Midwest Investors of Iowa, secured by the real estate, in the amount of $950,000. The note bears interest at eight percent, which is due and payable monthly. The principal balance is due October 2014.

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