EMPLOYMENT AGREEMENT




     THIS AGREEMENT is made between Farmland Industries, Inc. ("Farmland"), with
its principal place of business at 3315 North Oak Trafficway, Kansas City,
Missouri  64116, and William Fielding ("Fielding").

     WHEREAS, Fielding and Farmland desire and agree to enter into an employment
relationship by means of this Employment Agreement.

     NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is mutually covenanted and
agreed by and between the parties as follows:

     1.   POSITION AND TERM.  Farmland hereby employs Fielding to serve as the

managing executive of Farmland Foods, Inc. ("Foods") and to provide executive
management to its Livestock Production business unit, catfish operations and
Farmland National Beef L.P. ("FNB").  Farmland shall employ Fielding and
Fielding agrees to remain employed under the terms of this Agreement for an
initial period commencing on February 1, 2000 and ending on
August 31, 2004.  The parties may provide for one or more extensions of this
Agreement through written amendments.  The period of Fielding's employment,
including any extensions, shall be referred to as the "Employment Period".
Fielding will devote his best efforts to Farmland and shall perform the duties
of the position outlined herein and such other duties as may be reasonably
assigned by Farmland.  While it is understood and agreed that Fielding's job
capacities may change at Farmland's discretion, Fielding's level of
responsibility shall not be substantially reduced at any time.  Fielding shall
not, without the prior written consent of Farmland, render services of a
business, professional, or commercial nature to any other person or firm,
whether for compensation or otherwise during the Employment Period.

     2.   EMPLOYMENT AT WILL.  The parties acknowledge this Employment Agreement

does not create any obligation on Fielding's part to work for Farmland nor on
Farmland's part to employ Fielding for any fixed period of time and that this
Employment Agreement may be terminated at any time with or without cause.

     3.   EARLY TERMINATION.


     (a)DEATH.  Fielding's employment shall terminate upon his death.


     (b) TERMINATION BY THE COMPANY


          (i)WITHOUT CAUSE.  Farmland may terminate Fielding's employment, at

            any time and for any reason whatsoever, without cause, effective
            upon delivery of written notice of termination to Fielding.

          (ii) FOR CAUSE.  Farmland may terminate Fielding's employment at any

            time for Cause, effective upon delivery of written notice of
            termination to Fielding.  If such termination by Farmland is
            asserted to be for Cause, such termination notice shall state the
            grounds constituting Cause.  As used herein, "Cause" shall mean:
            (a) willful misconduct by Fielding which is damaging or detrimental
            to the business and affairs of Farmland, monetarily or otherwise,
            as determined by the Chief Executive Officer in the exercise of
            good faith business judgment; (b) a material breach of this
            Employment Agreement by Fielding which is not "cured" by Fielding
            following at least thirty (30) days' written notice of such breach;
            (c)gross negligence in the execution of his material assigned
            duties; (d) the commission by Fielding of any act involving fraud,
            dishonesty or moral turpitude; (e) the indictment for, being bound
            over for trial following preliminary hearing, or the conviction of
            Fielding of any felony in either a state or federal court
            proceeding; or (f) failure to reasonably perform his duties and
            obligations or to implement policies and directions promulgated by
            Farmland following at least thirty (30) days' written notice of
            such failure.

          (iii) DISABILITY.  Farmland may terminate Fielding's employment if

            Fielding sustains a disability which is serious enough that
            Fielding is not able to perform the essential functions of his
            position, with or without reasonable accommodations, as defined and
            if required by applicable state and federal disability laws.
            Fielding shall be presumed to have such a disability if he
            qualifies to begin receiving disability income insurance payments
            under any applicable Long Term Disability Income plan.  Further,
            Fielding shall be presumed to have such a disability if he is
            substantially incapable of performing his duties for a period of
            more than twelve (12) weeks.
     (c) TERMINATION BY FIELDING


          (i)VOLUNTARY RESIGNATION.  Fielding may terminate his employment at

            any time and for any reason whatsoever, effective upon delivery of
            written notice of termination to Farmland.

          (ii) "GOOD REASON" RESIGNATION.  Fielding may terminate this contract

            and his employment for "Good Reason" following at least thirty (30)
            days' written notice of the asserted "Good Reason" to Farmland, if
            such "Good Reason" is not then "cured" by Farmland.  If such
            termination by Fielding is asserted to be for "Good Reason", such
            termination shall state the grounds that Fielding claims
            constitutes Good Reason.  As used herein, "Good Reason" shall mean
            a material breach of this Employment Agreement by Farmland, or a
            demotion such that Fielding does not serve in substantially the
            capacity described herein, or Farmland's forcing of a change in the
            basic strategic direction previously discussed.

     4.   COMPENSATION.


          (a)BASE SALARY.  During his employment, Farmland shall pay Fielding

            an initial "Base Salary" at the rate of  Three Hundred Fifty
            Thousand Dollars ($350,000) per year, commencing on the effective
            date of this Employment Agreement, payable in accordance with
            Farmland's regular payroll practices and policies.  Farmland shall
            annually review the amount of Base Salary.  Any upward adjustment
            shall not require a written amendment to this Employment Agreement,
            which shall remain in effect unless changed by a written amendment.

          (b) LUMP SUM PAYMENT.  As an inducement to join Farmland and in lieu

            of moving allowances and expense reimbursements, Farmland shall
            make a one-time lump sum payment of Three Hundred Seventy-Five
            Thousand Dollars ($375,000) to Fielding on or before February 1,
            2000.  If Fielding's employment is terminated under Paragraph
            3(b)(ii) or 3(c)(i) on or before February 1, 2001, Fielding shall
            be obligated to repay Farmland Two Hundred Seventy-Five Thousand
            Dollars ($275,000) of such sum within thirty (30) days of such
            termination.  If Fielding's employment is terminated under
            Paragraph 3(b)(i) on or before February 1, 2001, Fielding shall be
            entitled to retain a pro-rated portion of the Two Hundred Seventy-
            Five Thousand Dollars ($275,000) based on the percentage of one
            year during which Fielding was employed by Farmland and he shall be
            obligated to repay Farmland the remainder of said amount.

          (c) ANNUAL VARIABLE COMPENSATION.  Fielding shall be eligible for

            annual variable compensation for each full fiscal year during which
            he is employed.  Such annual variable compensation shall be based
            on the pre-tax earnings of Foods to the extent such earnings exceed
            an applicable "base level" of earnings.  Such "base level" shall be
            as set forth below, but in each year shall be subject to adjustment
            based on:  (a) annual Capital Expenditures above or below the level
            of annual depreciation of Foods' assets (the adjustment shall
            provide Farmland a rate of return on such invested capital based on
            its assumed cost of capital - 14%); (b) significant events outside
            the contemplation of the Business Plan such as material
            acquisitions and other extraordinary events or circumstances; and
            (c) any other equitable factors as agreed to by the parties.

            The base level for FY 2001 (the "FY 2001 Base Level"), before
            adjustments, shall be the average annual pre-tax earnings of
            Farmland Foods for FY 1998, FY 1999 and FY 2000.  The base level
            for FY 2002 (the "FY 2002 Base Level"), before adjustments, shall
            be the FY 2001 Base Level, as adjusted, plus $15 million.  The base
            level for FY 2003 (the "FY 2003 Base Level"), before adjustments,
            shall be the FY 2002 Base Level, as adjusted, plus $15 million.
            The base level for FY 2004 (the "FY 2004 Base Level"), before
            adjustments, shall be the FY 2003 Base Level, as adjusted, plus $10
            million.

            For each fiscal year, Fielding shall be eligible for an annual
            variable compensation payment equal to 10% of Foods' pre-tax
            earnings to the extent such earnings exceed the applicable Base
            Level, but subject to a cap (the "Earnings Cap") on the amount of
            such excess pre-tax earnings which shall be considered.  (The
            applicable Earnings Cap on Foods' excess pre-tax earnings shall be
            as follows:

                    FY 2001 - $15 million
                    FY 2002 - $15 million
                    FY 2003 - $10 million
                    FY 2004 - $10 million

            Thus, in FY 2001, Fielding could earn up to $1.5 million in annual
            variable compensation ($15 million x 10%).(For example, if Foods
            pre-tax earnings in FY 2001 exceed the Base Level by $5.0 million,
            Fielding would be entitled to a variable compensation payment of
            $500,000.)

            To the extent that Foods' pre-tax earnings in any given year either
            exceeds the sum of the applicable Base Level plus the applicable
            Earnings Cap or falls below the applicable Base Level, a debit or
            credit balance will be recognized.  In determining the following
            year's Annual Variable Compensation, said balance will be added to,
            or subtracted from, Foods' pre-tax earnings as the case may be.
            Said balance shall be adjusted and carried forward and utilized
            from year to year until it is fully utilized, except that any
            remaining balance at the end of FY 2004 will be brought to zero.

            For example, if Foods' pre-tax earnings in FY 2001 exceed the Base
            Level by $25 million, Fielding would receive Annual Variable
            Compensation of $1.5 million ($15 million x 10%) and would have a
            credit balance of $10 million.  The credit balance would be added
            to Foods' pre-tax earnings in FY 2002 for purposes of determining
            his Annual Variable Compensation.  Similarly, any debit balance
            would be subtracted from the following year's earnings for purposes
            of determining his Annual Variable Compensation.

          (d) LONG-TERM INCENTIVE COMPENSATION.  Fielding shall be eligible for

            a Long-Term Incentive payment ("LTI") based on total pre-tax
            earnings of Foods over the four-year period beginning September 1,
            2000 and ending August 31, 2004.  The LTI shall be based on total
            pre-tax earnings over the four-year period to the extent such
            earnings exceed an applicable "base level" (the "LTI Base Level").
            The LTI Base Level shall be the sum of  the individual FY 2001-04
            Base Levels (as defined above), as adjusted, plus $50 million.  To
            be eligible, Fielding must be employed through the end of the four-
            year period. The amount of the LTI shall be equal to ten percent
            (10%) of the first $50 million of such excess pre-tax earnings and
            five percent (5%) of any additional excess pre-tax earnings.

            If progress is made toward exceeding the LTI Base Level, Farmland
            may, at its sole discretion, provide one or more partial advances
            on any projected Long-Term Incentive Compensation payments, such
            advances to be in the form of loans and subject to appropriate
            interest charges.

          (e) BEEF/PORK MARKETING INCENTIVE.  At Farmland's sole discretion, an

            incentive may be established and paid based on a beef/pork joint
            marketing "P&L" which the parties anticipate establishing.

          (f) BENEFIT PLANS.  During the Employment Period, Fielding shall be

            eligible to participate in all employee benefit plans or programs
            generally applicable to senior management employees of Farmland
            pursuant to the terms and conditions of such plans and programs.
            Nothing contained in this Agreement shall preclude Farmland from
            terminating or amending any such plan or program.

     5.   POST-TERMINATION PAYMENTS BY THE COMPANY.


          (a)TERMINATIONS WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON.  In the

            event that Fielding's employment is terminated prior to August 31,
            2004 by Farmland without Cause or by Fielding for Good Reason, and
            Fielding signs (and does not rescind, as allowed by law) a Release
            of Claims in a form satisfactory to Farmland which assures, among
            other things, that Fielding will not commence any litigation or
            other claims as a result of  his employment or termination, and
            honors all of Fielding's other obligations as required by this
            Agreement, Farmland will provide Fielding a severance payment equal
            to two years Base Salary and Fielding will be entitled to a pro-
            rata payment under his then existing annual Variable Compensation
            Plan and Long-Term Incentive Plan, if applicable objectives are
            achieved.

          (b) TERMINATION FOR CAUSE, OR VOLUNTARY RESIGNATION.  If Fielding's

            employment is terminated prior to August 31, 2004 by Farmland for
            Cause or by Fielding as a Voluntary Resignation, Fielding shall be
            entitled only to his rights (a) to receive the unpaid portion of
            his Base Salary, prorated to the date of termination, (b) to
            receive reimbursement for any ordinary and reasonable business
            expenses for which he had not yet been reimbursed, (c) to receive
            payment for accrued and unused vacation days, (d) to receive
            payments under Farmland's pension, deferred compensation or other
            benefit plans in accordance with the terms of such plans, and (e)
            to continue certain health insurance at his expense pursuant to
            COBRA.

     6.   PENSION BENEFIT.  If Fielding is not fully vested under applicable
pension plans at the time of his termination, Farmland shall provide Fielding a
supplemental benefit equal in value to the amount of the unvested benefit.

     7.   OTHER EMPLOYEE OBLIGATIONS.  Fielding agrees that the following
provisions will apply throughout Fielding's period of active or inactive
employment, and will continue to apply even if Fielding's employment and the
Employment Period are terminated under Paragraph 3 regardless of the reason for
termination:
          (a) NON-COMPETITION.  Fielding agrees that during the Employment

            Period and thereafter for a period of two (2) years, Fielding will
            not directly or indirectly engage in or carry on a business that is
            in direct competition with any significant business unit of
            Farmland.  Further, Fielding agrees that during this same period of
            time he will not act as an agent, representative, consultant,
            officer, director, independent contractor or employee of any entity
            or enterprise that is in direct competition with any significant
            business unit of Farmland.  Fielding agrees that the restrictions
            and remedies set forth herein are reasonable.  Notwithstanding the
            foregoing, if any of the covenants set forth herein shall be held
            to be invalid or unenforceable, the remaining parts thereof shall
            nevertheless continue to be valid and enforceable.  In the event
            the provisions relating to time periods and/or areas of restriction
            shall be declared by a court of competent jurisdiction to exceed
            the maximum time periods or areas of restriction permitted by law,
            then such time periods and areas of restriction shall be amended to
            become, and shall thereafter be, the maximum periods and/or areas
            of restriction which said court deems reasonable and enforceable.

          (b) NOTICES.  Notices hereunder shall be in writing and shall be
                        provided as follows:

               If to Fielding:

               Mr. William Fielding
               c/o Farmland Foods, Inc.
               10150 North Executive Hills Boulevard
               Kansas City, MO  64153

               If to Farmland:

               Mr. Robert Honse
               Farmland Industries, Inc.
               3315 North Oak Trafficway
               Kansas City, MO  64116
                              and to
               Vice President & General Counsel
               Farmland Industries, Inc.
               3315 North Oak Trafficway, Dept. 62
               Kansas City, MO  64116

          (c) MISSOURI LAW.  This Agreement shall be governed by and construed
            in accordance with the laws of the State of Missouri, unless
            otherwise pre-empted by federal law.

Dated this 31st day of January, 2000.
FARMLAND INDUSTRIES, INC.


                                        WILLIAM FIELDING
By:  /s/  ROBERT HONSE                  /s/  WILLIAM FIELDING
     Robert Honse
     Senior Vice President and
     Chief Operating Officer