EXHIBIT 10(p)
                             AMENDMENT NO. 1 TO THE
                          MINN-DAK FARMERS COOPERATIVE
                                  PENSION PLAN

         Minn-Dak Farmers Cooperative, a North Dakota corporation, pursuant to
the power of amendment reserved to it in Section 9.1 of the Minn-Dak Farmers
Cooperative Pension Plan, hereby adopts and publishes this Amendment No. 1 to
said Plan, effective as of November 1, 1997, except as otherwise provided below.

         Article 1. The definition of "Actuarial Equivalent" in Section 2.2 of
the Plan shall be amended by adding the following paragraph to that definition:

         "Notwithstanding the prior provisions of this Section 2.2, if this
         definition is used to determine any present value, then the calculation
         shall be made in the manner described in Section 4.9."

         Article 2. Section 4.4 of Article 4 shall be amended by adding the
following paragraph (e) to that section:

         "(e)     The Accrued Benefit of a Participant who was an Employee of
                  Midwest Agri-Commodities Special Products Partnership employed
                  at the Moses Lake, Washington location on or after April 10,
                  1997, shall be fully vested as of April 10, 1997."

         Article 3. Section 4.5(c) of the Plan shall be amended by adding the
following sentence to that paragraph:

         "Effective September 1, 1997, the reference to three thousand five
         hundred dollars ($3,500) shall be changed to five thousand dollars
         ($5,000)."


         Article 4. Section 4.9 of the Plan shall be amended by adding the
following paragraph (d) to that section:

         "(d)     Notwithstanding the prior provisions of this Section 4.9, if
                  this section is used to determine a present value on or after
                  November 1, 1997, the present value of the Participant's
                  vested Pension shall be determined according to this paragraph
                  (d). The mortality assumptions used for determining such
                  present value shall be based upon the `applicable mortality
                  table' prescribed by the Secretary of the Treasury in
                  accordance with Section 417(e)(3) of the Code and regulations
                  and rulings issued pursuant thereto (which as of October 1,
                  1995 is based upon a fixed blend of fifty percent (50%) of the
                  male


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                  mortality rates and fifty percent (50%) of the female
                  mortality rates from the 1983 Group Annuity Mortality Table).
                  The interest rate to be used for that determination shall be
                  equal to the annual rate of interest on 30-year Treasury
                  securities as specified by the Commissioner of the Internal
                  Revenue Service for the second month before the first day of
                  the Plan Year in which the distribution is made. The mortality
                  decrement shall be taken into account to the extent provided
                  in IRS Notice 83-10, 1983-C.B. 536 or its replacement.
                  Notwithstanding the prior provisions of this paragraph, the
                  present value of the Participant's vested Pension shall not be
                  less than the present value of the Participant's benefit
                  accrued prior to November 1, 1997, determined under Section
                  4.9(b)(i) using the assumptions in place under the Plan as of
                  September 30, 1997."

         Article 5. Paragraph (a) of Section 5.2 shall be amended by adding the
following subparagraph (vi) to that section:

         "(vi)    Effective November 1, 1997, a Participant who was an Employee
                  of Midwest Agri-Commodities Special Products Partnership at
                  the Moses Lake, Washington location and who terminated
                  employment with Moses Lake on or after April 10, 1997, may
                  elect to receive such Participant's benefit in a cash lump sum
                  which shall be equal to the present value of such
                  Participant's Accrued Benefit as determined under Section
                  4.9."

         Article 6. Section 5.3 of the Plan shall be amended by adding the
following paragraph (h) to that section:

         "(h)     Lump Sum Payment. The payment of a cash lump sum benefit as
                  described in Section 5.2(a)(vi) shall be made as soon as
                  administratively feasible following the completion of any
                  paperwork required by the Committee."

         Article 7. Section 5.4(b) of the Plan shall be amended by changing that
section to be known as Section 5.4 (c) and by adding the following paragraph as
the new Section 5.4 (b):

         "(b)      With respect to distributions made on or after June 30, 1997:

                  (i)      If a distribution is one to which Sections 401(a)(11)
                           and 417 of the Code do not apply, or if any notice
                           requirement under such sections which is applicable
                           to the Participant has been satisfied, such
                           distribution may commence less than thirty (30) days
                           after the notice required under Section
                           1.411(a)-11(c) of the Income Tax Regulations is
                           given, provided that the:


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                           (1)      The Committee clearly informs the
                                    Participant that the Participant has a right
                                    to a period of thirty (30) days after
                                    receiving the notice to consider the
                                    decision of whether or not to elect a
                                    distribution (and, if applicable, a
                                    particular distribution option), and

                           (2)      The Participant, after receiving the notice,
                                    affirmatively elects a distribution.

                  (ii)     If a distribution is one to which Sections 401(a) and
                           417 of the Code apply, if the Participant, after
                           having received the written explanation described in
                           Section 5.4(a), affirmatively elects a form of
                           distribution and the spouse consents to that form of
                           distribution (if necessary), such distribution may be
                           less than thirty (30) days after the date on which a
                           written explanation was provided to the Participant,
                           provided the following requirements are met:

                           (1)      The Committee provides information to the
                                    Participant clearly indicating that the
                                    Participant has a right to at least thirty
                                    (30) days to consider whether to waive the
                                    Qualified Joint and Survivor Annuity and
                                    consent to a form of distribution other than
                                    a Qualified Joint and Survivor Annuity.

                           (2)      The Participant is permitted to revoke an
                                    affirmative distribution election at least
                                    until the Annuity Starting Date, or, if
                                    later, at any time prior to the expiration
                                    of the 7-day period that begins the day
                                    after the explanation of the Qualified Joint
                                    and Survivor Annuity is provided to the
                                    Participant.

                           (3)      The Annuity Starting Date is after the date
                                    that the explanation of the Qualified Joint
                                    and Survivor Annuity is provided to the
                                    Participant. However, the Annuity Starting
                                    Date may be before the date that any
                                    affirmative distribution election is made by
                                    the Participant if the actual distribution
                                    in accordance with the affirmative election
                                    does not commence before the expiration


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                                    of the 7-day period that begins the day
                                    after the explanation of the Qualified Joint
                                    and Survivor Annuity is provided to the
                                    Participant."


         Article 8. Section 5.10(a) and Section 5.10(b)(i) of the Plan shall be
amended by adding the following sentence to the end of each paragraph:

         "Effective September 1, 1997, the reference to three thousand five
         hundred dollars ($3,500) shall be changed to five thousand dollars
         ($5,000)."

         Article 9. Section 5.10 of the Plan shall be amended by adding the
following paragraph (c) to that Section:

         "(c)     Notwithstanding the prior provisions of this Section 5.10, on
                  and after November 1, 1997, whether the Actuarial Equivalent
                  of a Participant's Deferred Vested Pension does not exceed
                  $5,000 and may be paid upon termination of Service without the
                  Participant's consent shall be determined according to this
                  paragraph (c). The mortality assumptions used for determining
                  whether the value of the Participant's Deferred Vested Pension
                  does not exceed $5,000 shall be based upon the `applicable
                  mortality table' prescribed by the Secretary of the Treasury
                  in accordance with Section 417(e)(3) of the Code and
                  regulations and rulings issued pursuant thereto (which as of
                  October 1, 1995 is based upon a fixed blend of fifty percent
                  (50%) of the male mortality rates and fifty percent (50%) of
                  the female mortality rates from the 1983 Group Annuity
                  Mortality Table). The interest rate to be used for that
                  determination shall be equal to the annual rate of interest on
                  30-year Treasury securities as specified by the Commissioner
                  of the Internal Revenue Service for the second month before
                  the first day of the Plan Year in which the distribution is
                  made. The mortality decrement shall be taken into account to
                  the extent provided in IRS Notice 83-10, 1983-C.B. 536 or its
                  replacement. Notwithstanding the prior provisions of this
                  paragraph, the value of the Participant's Deferred Vested
                  Pension shall not be less than the value of the Participant's
                  Deferred Vested Pension accrued prior to November 1, 1997,
                  determined under Sections 5.10(a) and 5.10(b) using the
                  assumptions in place under the Plan as of September 30, 1997."

         Article 10. Section 11.6(a) shall be removed and replaced by adding the
following new section 11.6(a):

         "(a)     Notwithstanding the other provisions of this Plan, the annual
                  Pension to which a Participant shall be entitled


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                  hereunder, when aggregated with the benefit under all other
                  defined benefit plans maintained by the Employer or any
                  Adopting Employer, as defined in subsection (g) of this
                  section shall not exceed the lesser of:

                  (i)      Ninety thousand dollars ($90,000); or

                  (ii)     One hundred percent (100%) of the Participant's
                           average Annual Compensation as defined in subsection
                           11.6(f) hereof for the three (3) highest consecutive
                           calendar years during which he participated in the
                           Plan or any other plan maintained by the Employer or
                           any Adopting Employer.

                  The ninety thousand dollar ($90,000) limit set forth in clause
                  (i) above shall be increased automatically to account for
                  increases in the cost of living. Such cost-of-living
                  adjustments shall be limited to scheduled increases in
                  accordance with regulations issued by the Secretary of the
                  Treasury pursuant to Section 415(d) of the Code and shall be
                  effective no sooner than January 1 of each year. The Pension
                  limitation in subsection (a) hereof applies to a single life
                  annuity or Qualified Joint and Survivor Annuity. If as Pension
                  is paid in other than a single life annuity, the limitation
                  set forth in that subsection shall be adjusted to be the
                  actuarial equivalent of a single life annuity. The interest
                  rate assumption used to determine the actuarial equivalent
                  shall be the greater of the interest rate specified for
                  determining Actuarial Equivalent or five percent (5%);
                  provided, however, for purposes of making an adjustment from a
                  form of benefit which is subject to Section 417(e)(3) of the
                  Code (such as a lump sum distribution), that interest rate
                  assumption shall not be less than the annual rate of interest
                  on thirty (30) year Treasury securities for the second
                  calendar month immediately preceding the first day of the Plan
                  Year during which the applicable Participant's Annuity
                  Starting Date occurs.

                  On and after the first day of the Limitation Year beginning in
                  1997, the mortality assumptions used for determining an
                  actuarial equivalent shall be based upon the `applicable
                  mortality table' prescribed by the Secretary of the Treasury
                  in accordance with Section 417(e)(3) of the Code and
                  regulations and rulings issued pursuant thereto (which as of
                  October 1, 1995, is based upon a fixed blend of fifty percent
                  (50%) of the male mortality rates and fifty percent (50%) of
                  the female mortality rates from the 1983 Group Annuity
                  Mortality Table). The mortality decrement shall be taken into
                  account to the extent provided in IRS Notice 83-10, 1983-C.B.
                  536 or its replacement."


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         Article 11. Section 11.6(c) shall be removed and replaced with the
following new section 11.6(c):

         "(c)     If the annual benefit commences before the Participant's
                  Social Security Retirement Age (`SSRA'), the maximum
                  permissible amount may not exceed the lesser of the actuarial
                  equivalent of a $90,000 annual benefit beginning at that age
                  or the Participant's average Annual Compensation as defined in
                  subsection 11.6(f) hereof for the three (3) highest
                  consecutive calendar years during which he participated in the
                  Plan or any other plan maintained by the Employer or any
                  Adopting Employer. The actuarial equivalent shall be the
                  lesser of the Actuarial Equivalent or the actuarial equivalent
                  using five percent (5%) interest and the `applicable mortality
                  table' described above, all in accordance with Internal
                  Revenue Service regulations.

                  The Internal Revenue Service regulations referred to above
                  indicate that if the benefit is payable at or after age 62 and
                  before the Participant's SSRA, the dollar limitation at the
                  Participant's SSRA is reduced by 5/9 of 1% for each of the 36
                  months by which benefits commence before the month in which
                  the Participant's SSRA is attained, and by 5/12 of 1% for each
                  additional month. However, if the age at which the benefit is
                  payable is less than age 62, the dollar limitation is further
                  reduced so that the limitation is actuarially equivalent to
                  the limitation at age 62. The reduced dollar limitation, in
                  that case, is the lesser of the Actuarial Equivalent or the
                  actuarial equivalent computed using five percent (5%) interest
                  and the `applicable mortality table' described above.

                  If the annual benefit commences after the Participant's SSRA,
                  the benefit may not exceed the lesser of the actuarial
                  equivalent of a $90,000 annual benefit beginning at age 65 or
                  the Participant's average Annual Compensation as defined in
                  subsection 11.6(f) hereof for the three (3) highest
                  consecutive calendar years during which he participated in the
                  Plan or any other plan maintained by the Employer or any
                  Adopting Employer. That actuarial equivalent shall be the
                  lesser of the Actuarial Equivalent or the actuarial equivalent
                  computed using five percent (5%) interest and the `applicable
                  mortality table' described above."

         Article 12. Article XIII shall be amended by adding the following new
Section 13.11 to that Article:

                  "Section 13.11 Transfer of Assets to or From Qualified Plan.
         Assets held in the Trust or by any other plan or trust which is
         qualified under Section 401(a) of the Internal Revenue


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         Code (as it may be amended from time to time) on behalf of an Employee
         or Participant may be transferred between the Trust and such other plan
         or trust (provided that proper notice is given to the Internal Revenue
         Service as may be required). The Plan Administrator shall determine
         whether to allow such transfer and then shall inform the Trustee of its
         decision and direct it accordingly. For purposes of determining the
         amount of assets to be transferred, the assumptions under the General
         Agreement on Tariffs and Trade ("GATT") portion of the Uruguay Round
         Agreements Act, P.L. 103-465 amending Section 203(e)(2) of the Employee
         Retirement Income Security Act of 1974 and Sections 411(a)(11) and
         417(e)(3) of the Internal Revenue Code of 1986 may be used in order to
         satisfy the reasonable assumptions requirement described in Section
         1.414(l)-1(b)(9) of the Treasury Regulations (as they may be amended
         from time to time) provided the actuary for this Plan determines that
         such assumptions are reasonable and further provided that the fiduciary
         for the other plan or trust agree that such assumptions are reasonable.
         In no event will the assumptions used violate the requirements of
         Section 414(l)(1) of the Internal Revenue Code (as it may be amended
         from time to time). All such assets shall be segregated or not
         segregated as the Plan Administrator may determine."

                IN WITNESS WHEREOF, Minn-Dak Farmers Cooperative has caused its
                                    name to be hereunto subscribed by its
                                    _______________________________________on
                                    this day of________ __, of 19__.


                                    MINN-DAK FARMERS COOPERATIVE


                                    By:  ______________________________________

                                    Its: ______________________________________