EXHIBIT 10.7

                              CENEX HARVEST STATES

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                   ARTICLE I.
                                  INTRODUCTION

         Section 1.1. Amendment and Restatement. Cenex Harvest States
Cooperatives, hereby amends, merges, and restates the CENEX Supplemental
Executive Retirement Plan and the Harvest States Deferred Compensation
Supplemental Retirement Plan, effective January 1, 1999, for the purpose of
providing benefits for certain of its employees who participate in the Cenex
Harvest States Pension Plan and are part of a select group of management or
highly compensated employees.

         Section 1.2. Purpose. Cenex Harvest States Cooperatives maintains the
Cenex Harvest States Pension Plan and the Cenex Harvest States Savings Plan,
which are intended to meet the requirements of a "qualified plan" under the
Internal Revenue Code. Section 401(a)(17) of the Internal Revenue Code limits
the amount of annual compensation of each employee that may be taken into
account under a qualified plan and Section 415 of the Internal Revenue Code
limits the benefits payable under a qualified plan. The purpose of the Cenex
Harvest States Supplemental Executive Retirement Plan is to provide benefits to
eligible employees that would be provided under the Cenex Harvest States Pension
Plan and the Cenex Harvest States Savings Plan but which are not provided
thereunder because of the compensation limitations and any other benefit
limitations imposed on those plans by the Internal Revenue Code and that would
be provided as matching contributions under the Cenex Harvest States Savings
Plan if certain before tax contributions prevented by those and other
limitations were made.

                                   ARTICLE II.
                         DEFINITIONS AND INTERPRETATION

         Section 2.1. Definitions. When used in this Plan document, the
following terms have the meanings indicated unless a different meaning is
plainly required by the context.

         "Active Participant" means a Participant in the Plan who is identified
as an Active Participant under Article III of the Plan.

         "Actuarial Value" means the single sum value of a benefit under the
Plan determined by the same actuarial adjustments as those specified in the
Pension Plan with respect to the determination of the single sum value of a
benefit payable under the Pension Plan on the date for commencement of payment
of the benefit under this Plan.

         "Agronomy" means CENEX/Land O'Lakes Agronomy Company, as it existed
prior to January 1, 2000.

         "Beneficiary" means the person or persons who are the beneficiary of a
Participant under the terms of the Pension Plan.

         "Board of Directors" means the Board of Directors of Cenex Harvest
States.

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         "Cenex Harvest States" means Cenex Harvest States Cooperatives and any
of its subsidiaries or affiliated business entities which are treated as one
employer with that corporation under the provisions contained in Section 414 of
the Code.

         "Cenex Harvest States SOP" means the Cenex Harvest States Cooperatives
Share Option Plan.

         "CENEX SERP" means the CENEX Supplemental Executive Retirement Plan.

         "Committee" means the committee described in Section 7.4 of the Plan.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "Harvest States SERP" means the Harvest States Deferred Compensation
Supplemental Retirement Plan.

         "LOL" means Land O' Lakes, Inc.

         "Participant" means a person who is an Active Participant or is or may
become entitled to an immediate or deferred benefit under the Plan by reason of
having been an Active Participant.

         "Pension Plan" means the Cenex Harvest States Pension Plan.

         "Pension Plan Account" means an account established under Section 4.2
of the Plan.

         "Plan" means the Cenex Harvest States Supplemental Executive Retirement
Plan, including any amendments thereto, which is operated and maintained by
Cenex Harvest States primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees.
Prior to January 1, 1999, "Plan" refers to the two plans which have been merged
in this document, referred to as the CENEX Supplemental Executive Retirement
Plan and the Harvest States Deferred Compensation Supplemental Retirement Plan.

         "Plan Year" means the plan year used by the Pension Plan, which is the
calendar year as of the date of execution of this document.

         "Qualified Employer" means an entity in which Cenex Harvest States
Cooperatives has a 50% or greater interest (but which is not an employer
included in the definition of Cenex Harvest States), and Agriliance, LLC.

         "Savings Plan" means the Cenex Harvest States Savings Plan.

         "Savings Plan Account" means and account established under Section 4.3
of the Plan.

         "Surviving Spouse" means the person who is married to a Participant
throughout the one year period ending on the date of such Participant's death.


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         Section 2.2. Performance of Obligations. Cenex Harvest States agrees to
perform its obligations in accordance with the Plan.

         Section 2.3. Gender and Number. The singular form of any word will
include the plural and the masculine gender will include the feminine wherever
necessary for the proper interpretation of this Plan.

                                  ARTICLE III.
                                  PARTICIPATION

         Section 3.1 Eligibility and Participation. Any individual who was a
Participant in the Plan on December 31, 1998, shall continue to be a Participant
until the Plan causes the individual to cease to be a Participant. Further, any
individual who was an Active Participant on that date shall continue to be an
Active Participant. The President and General Manager of Cenex Harvest States
may also select other executives of Cenex Harvest States who will become Active
Participants in the Plan and will designate the date on which such an executive
will become an Active Participant in the Plan. The President and General Manager
may withhold participation for any reason with respect to any executive of Cenex
Harvest States.

         Section 3.2 Status as Active Participant. The President and General
Manager of Cenex Harvest States may by written statement and notice to an
executive who is an Active Participant cause such Participant to cease to accrue
benefits under the Plan prior to the Participant's termination of employment
with Cenex Harvest States. If the President and General Manager takes that
action with respect to such a Participant, there shall be no further accrual of
benefits under this Plan on behalf of such Participant and the Participant's
benefits under this Plan shall thereafter be computed as if the Plan terminated
on the date of such written notice to the Participant.

Section 3.1. Status as Participant. A person who becomes an Active Participant
will remain a Participant in the Plan until all benefits payable to such person
under the Plan have been distributed.

                                   ARTICLE IV.
                                    BENEFITS

         Section 4.1. Amount of Benefits. A supplemental retirement benefit will
be payable to a Participant under this Article IV. The amount of the
Participant's benefit under the Plan shall be the sum of all amounts credited to
accounts established in the Participant's name under this Article IV, unless the
Participant's benefit is to be determined in a different manner as specified
below with respect to certain "grandfathered" participants.

         Section 4.2. Pension Plan Account Each Participant will have a Pension
Plan Account to which amounts will be credited under this Section 4.2.

         (a) Initial Account Balance. Each individual who is a Participant in
the Plan as of January 1, 1999, shall have an initial account balance as of that
date in the Participant's Pension Plan Account which will be determined as
follows:


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                  (1) The initial account balance of Participants who had an
         account balance in the "cash balance make-up account" under the Harvest
         States SERP as of December 31, 1998, shall be the greater of:

                           A) that account balance, or

                           B) the Actuarial Value as of December 31, 1998, of a
                  benefit for the Participant determined as of the same date
                  using Section 4.4(c) of the Plan and the following
                  assumptions: (i) that the Participant had been a participant
                  in the CENEX Pension Plan through 1998, and (ii) the
                  Participant's service with and compensation from Harvest
                  States Cooperatives had actually been with and from CENEX,
                  Inc.

         Notwithstanding the provisions of Section 4.2(a)(1)(B), if a
         Participant was an officer of Harvest States Cooperatives on January 1,
         1990, then the formula used for the determination under that subsection
         shall be the formula used in Section 4.5(b) of the Plan.

                  (2) The initial account balance of a Participant who was a
         participant in the CENEX SERP as of December 31,1998, shall be equal to
         the greater of:

                           A) the Actuarial Value of the Participant's accrued
                  benefit under the CENEX SERP as of December 31, 1998; or

                           B) the difference between (i) four percent (4%)
                  multiplied by the Participant's "CPP Final Average
                  Compensation" as of that date, except that such amount will be
                  determined without applying any limits under Section
                  401(a)(17) of the Code, multiplied by the Participant's "CPP
                  Credited Service" as of that date and (ii) four percent (4%)
                  multiplied by the Participant's "CPP Final Average
                  Compensation" as of that date multiplied by the Participant's
                  "CPP Credited Service" as of that date.

         However, Paragraphs (2)(A) and (2) (B) shall each be reduced by the
         Actuarial Value of any offset applicable to the Participant under the
         CENEX Pension Plan definition of accrued benefit as of December 31,
         1998. Further, the phrases within quotation marks in Subsections
         (a)(2)(A) and (a)(2)(B) shall have the meaning given to them under the
         Pension Plan.

         (b) Contribution Credits. Each December 31, an Active Participant's
Pension Plan Account shall be credited with a contribution credit equal to the
difference, if any, between:

                  (1) the amount of the Active Participant's contribution credit
         which would have been credited under the Pension Plan as of that date
         if the limitations on benefits imposed by Section 401(a)(17) and
         Section 415 of the Code on the Pension Plan were disregarded and if
         compensation deferred upon the election of the Participant under any
         nonqualified plan maintained by Cenex Harvest States or any other
         participating employer in the Pension Plan and any compensation
         exchanged for an option under the Cenex Harvest States SOP were to be
         taken into account as compensation under the


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         Pension Plan, except that amounts deferred or paid under the mandatory
         deferral portion of any long term incentive compensation program
         maintained by such an employer or any amounts paid under any other
         nonqualified plan or program maintained by Cenex Harvest States or such
         a participating employer will not be considered part of that
         compensation, and

                  (2) the actual amount of such Active Participant's
         contribution credit that is credited under the provisions of the
         Pension Plan as of such date.

         (c) Special Career Credits. Each December 31, an Active Participant's
Pension Plan Account shall be credited with a special career credit equal to the
difference, if any, between:

                  (1) the amount of the Active Participant's special career
         credit which would have been credited under the Pension Plan as of that
         date if the limitations on benefits imposed by Section 401(a)(17) and
         Section 415 of the Code on the Pension Plan were disregarded and if
         compensation deferred upon the election of the Participant under any
         nonqualified plan maintained by Cenex Harvest States or any other
         participating employer in the Pension Plan and any compensation
         exchanged for an option under the Cenex Harvest States SOP were to be
         taken into account as compensation under the Pension Plan, except that
         amounts deferred or paid under the mandatory deferral portion of any
         long term incentive compensation program maintained by such an employer
         or any amounts paid under any other nonqualified plan or program
         maintained by Cenex Harvest States or such a participating employer
         will not be considered part of that compensation, and

                  (2) the actual amount of such Active Participant's special
         career credit that is credited under the provisions of the Pension Plan
         as of such date.

         (d) Investment Credits. As of the end of each Plan Year, each
Participant's Pension Plan Account shall be credited with an amount referred to
as an investment credit which shall be equal to (1) an "investment percentage"
multiplied by (2) the Participant's Pension Plan Account balance determined as
of the first day of that year. Such Investment Credits shall be credited until
distributions commence under the Plan. If the period for crediting the
investment credits is less than 12 months, such as on account of a distribution
to the Participant, pro rata investment credits shall be credited. The
"investment percentage" shall be the investment percentage in effect during such
Plan Year under the Pension Plan.

         Section 4.3. Savings Plan Account.

         (a) Credits to Savings Plan Account. Each Participant will have a
Savings Plan Account to which amounts will be credited under this Section 4.3.

         (b) Credit for Matching Contributions. As of the last day of each Plan
Year, an Active Participant's Savings Plan Account will be credited with an
amount equal to the difference, if any, between:

                  (1) the amount of the Active Participant's "matching
         contribution" which would have been credited under the Savings Plan for
         the Plan Year if (A) the limitations


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         on benefits imposed by Section 401(a)(17) and Section 415 of the Code
         on that plan were disregarded and if compensation deferred upon the
         election of the Participant under any nonqualified plan maintained by
         Cenex Harvest States or any other participating employer in the Savings
         Plan and any compensation exchanged for an option under the Cenex
         Harvest States SOP were to be taken into account as compensation under
         the Savings Plan, except that amounts deferred or paid under the
         mandatory deferral portion of any long term incentive compensation
         program maintained by such an employer or any amounts paid under any
         other nonqualified plan or program maintained by Cenex Harvest States
         or such a participating employer will not be considered part of that
         compensation, (B) there were no limitations under Section 402(g) of the
         Code, and (C) for that Plan Year, the Participant made a "before tax
         contribution" (as defined in that plan) of the lesser of (i) six
         percent (6%) of the Participant's compensation as revised under
         Subsection (a)(1)(A) or (ii) the maximum such before tax contribution,
         stated as a percentage of such compensation, which is permitted under
         the Savings Plan to be made by such Participant for that Plan Year, and

                  (2) the maximum amount of "matching contribution" that may be
         allocated on behalf of such Participant under the provisions of the
         Savings Plan for that Plan Year if the Participant were to make
         sufficient before tax contributions to produce such a contribution.

         (c) Credit for Discretionary Contributions. As of the last day of each
Plan Year, an Active Participant's Savings Plan Account will be credited with an
amount equal to the difference, if any, between:

                  (1) the amount of the Active Participant's "discretionary
         contribution" which would have been credited under the Savings Plan as
         of that day if (A) the limitations on benefits imposed by Section
         401(a)(17) and Section 415 of the Code on that plan were disregarded
         and if compensation deferred upon the election of the Participant under
         any nonqualified plan maintained by Cenex Harvest States or any other
         participating employer in the Savings Plan and any compensation
         exchanged for an option under the Cenex Harvest States SOP were to be
         taken into account as compensation under the Savings Plan, except that
         amounts deferred or paid under the mandatory deferral portion of any
         long term incentive compensation program maintained by such an employer
         or any amounts paid under any other nonqualified plan or program
         maintained by Cenex Harvest States or such a participating employer
         will not be considered part of that compensation, and (B) the rate of
         the allocation was the same as the actual rate of allocation for the
         Plan Year under the Savings Plan, and

                  (2) the actual amount of the "discretionary contribution" that
         is allocated on behalf of such Active Participant under the provisions
         of the Savings Plan as of the last day of such Plan Year.

         (d) Interest Credits. As of the end of each Plan Year, a Participant's
Savings Plan Account will be credited with an interest credit equal to the
product of the balance in the Savings Plan Account as of the first day of the
Plan Year (adjusted for distributions during the year), and


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the "investment percentage" for that Plan Year. The "investment percentage" for
a Plan Year shall be the investment percentage in effect during such Plan Year
under the Pension Plan.

         Section 4.4. Exceptions for Certain Former CENEX Employees.

         (a) Eligibility for Exception. Notwithstanding the provisions of
Section 4.2 of the Plan, a Participant who is a former employee of CENEX, Inc.,
is a Cenex Harvest States employee on January 1, 1999, is a Participant in the
Pension Plan as of that date, has reached age 50 as of that date, and has been
credited with 10 years of "CENEX Credited Service" (that phrase shall have the
meaning given to it under that plan) as of December 31, 1998, shall be eligible
to receive the benefits described in this section.

         (b) Additional Benefits. If a Participant described in Subsection (a)
becomes entitled to an additional benefit under the Pension Plan during the
period from January 1, 1999, through December 31, 2001, because of satisfying
that description, such Participant will be entitled to an additional benefit
under this Plan. The Actuarial Value of that benefit will be an amount (not less
than zero) which will be determined as of the day the Participant's benefit is
to begin under the Pension Plan and will be equal to the difference between:

                  (1) the Actuarial Value of such additional benefit which the
         Participant would have been entitled to receive under the Pension Plan
         if the limitations on benefits imposed by Section 401(a)(17) and
         Section 415 of the Code on the Pension Plan were disregarded and if
         compensation deferred upon the election of the Participant under any
         nonqualified plan maintained by Cenex Harvest States or any other
         participating employer in the Pension Plan and any compensation
         exchanged for an option under the Cenex Harvest States SOP were to be
         taken into account as compensation under the Pension Plan, except that
         amounts deferred or paid under the mandatory deferral portion of any
         long term incentive compensation program maintained by such an employer
         or any amounts paid under any other nonqualified plan or program
         maintained by Cenex Harvest States or such a participating employer
         will not be considered part of that compensation, and

                  (2) the Actuarial Value of such additional benefit actually
         payable to the Participant under the Pension Plan.

         (c) Election and Alternative Benefit. If, during the ninety day period
ending on November 30, 2001, a Participant described in Subsection (a) makes and
election under the Pension Plan to have the Participant's benefit determined
under the CENEX Pension Plan accrued benefit formula, then the provisions of
Section 4.2 of this Plan shall not be applicable to the Participant. Instead,
the Participant will be entitled to a different benefit. The amount of that
benefit will be a monthly amount (not less than zero) which will be determined
as of the day the Participant's benefit is to begin under the Pension Plan and
will be equal to the difference between:

                  (1) the monthly amount which the Participant would have been
         entitled to receive under the Pension Plan if the limitations on
         benefits imposed by Section 401(a)(17) and Section 415 of the Code on
         the Pension Plan were disregarded and if


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         compensation deferred upon the election of the Participant under any
         nonqualified plan maintained by Cenex Harvest States or any other
         participating employer in the Pension Plan and any compensation
         exchanged for an option under the Cenex Harvest States SOP were to be
         taken into account as compensation under the Pension Plan, except that
         amounts deferred or paid under the mandatory deferral portion of any
         long term incentive compensation program maintained by such an employer
         or any amounts paid under any other nonqualified plan or program
         maintained by Cenex Harvest States or such a participating employer
         will not be considered part of that compensation, and

                  (2) the monthly amount of the benefit actually payable to the
         Participant under the Pension Plan.

         (d) Impact of Employment with LOL or Agronomy. Notwithstanding the
prior provisions of this section, if a Participant described in Section 4.4(a)
of the Plan was employed by LOL or Agronomy and such Participant's service and
compensation with LOL or Agronomy is recognized under the Pension Plan for
purposes of computing benefits, Section 4.4(c) will be determined in the same
manner except that compensation deferred upon the election of the Participant
under any nonqualified plan maintained by LOL or Agronomy will also be taken
into account as compensation when calculating benefits of the Participant using
the provisions of the Pension Plan, but amounts deferred or paid under any
mandatory deferral portion of any long term incentive plan maintained by LOL or
Agronomy or any amounts paid under any other nonqualified plan or program
maintained by LOL or Agronomy will not be considered part of that compensation.
Further, if assets and liabilities of the LOL Retirement Plan with respect to
the Participant have not been transferred to the Pension Plan, then Section
4.4(c)(2) will be increased by benefits payable to the Participant under the LOL
Retirement Plan. Finally, any portion of the benefit so computed that is
attributable to service of the Participant with LOL or Agronomy will not be
payable under this Plan. That portion will be considered to be proportional to
the portion of the Participant's accrued benefit under the Pension Plan which
was accrued during such Participant's service with LOL or Agronomy.

         (e) Transfer to LOL or a Qualified Employer. If a transfer of Pension
Plan assets has been made to another qualified plan on behalf of the Participant
in connection with a transfer by the Participant to employment by LOL or a
Qualified Employer, a benefit payable to a Participant under Section 4.4(c) of
the Plan shall be payable as provided in Section 4.4(c) of the Plan except that
an assumption will be made that the transfer has not occurred for purposes of
making the calculation under Section 4.4(c) of the Plan. If such Participant
later transferred back to Cenex Harvest States, a benefit determined under this
Section 4.4(e) of the Plan shall be taken into account in determining subsequent
benefits of the Participant under Section 4.4(c) of the Plan in such manner as
the Committee shall determine in its sole discretion.

         Section 4.5. Adjustments.

         (a) Adjustment for Service with Another Participating Employer in
Pension Plan. Any portion of the benefit computed under Section 4.2 or Section
4.4 of the Plan that is attributable to service with a participating employer in
the Pension Plan other than Cenex Harvest States will not be payable under this
Plan. That portion will be considered to be


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proportional to the portion of the Participant's accrued benefit under the
Pension Plan which was accrued during such Participant's service with such a
participating employer.

         (b) Adjustment for Certain Former Officers of CENEX, Inc. If a
Participant was employed as an officer of Farmers Union Central Exchange,
Incorporated as of January 1, 1989, the Actuarial Value of the Participant's
benefit determined under whichever of Section 4.2 or Section 4.4(c) of the Plan
is applicable to the Participant will be increased to the Actuarial Value of the
amount determined under Section 4.4(c) of the Plan using CENEX Pension Plan
(then referred to as the Farmers Union Central Exchange, Incorporated Pension
Plan) provisions as in effect on December 31, 1988 (except that the compensation
definition ordinarily used under Section 4.4(c) of the Plan will be used in
calculating that amount), if the latter amount is larger than determined under
the applicable provision without application of this sentence.

         Section 4.6. Commencement and Form of Participant's Benefit.

         (a) Commencement A benefit payable to a Participant under this Article
IV will commence on the same day as the Participant's Pension Plan benefit
commences. Also, if a Participant's benefit is suspended and recommences under
the Pension Plan after a rehire of the Participant by Cenex Harvest States, the
benefit under this Plan will be suspended and will recommence at the same times
as the benefit under the Pension Plan. If a benefit is to be recomputed after a
suspension because the benefit will recommence as of a date or if benefits have
commenced while a Participant is employed by Cenex Harvest States and benefits
under the Pension Plan are being adjusted as of any date on account of
additional accruals under the Pension Plan, then the Participant's benefits
under this Plan will be redetermined under the prior sections of this Article IV
as of such date.

         (b) Form of Benefit Payment. A Participant may select to have the
Participant's benefit paid in one of the forms available to the Participant
under the Pension Plan. Additionally, the Participant may select an installment
option with payment of installments over a fixed number of years, not to exceed
10 years. If the Participant has not made a selection, payment will be made in
installments over 3 years. Selection by the Participant of a form of benefit
payment must be consistent with the provisions and will be subject to the
limitations of Article VI of this Plan.

         Section 4.7. Transfer to LOL or a Qualified Employer. Notwithstanding
the prior provisions of this section, if a Participant transfers from the employ
of Cenex Harvest States to the employ of LOL or a Qualified Employer, the
Participant shall be deemed to not have incurred a termination of employment
with Cenex Harvest States but to have ceased to be an Active Participant as of
the day of such transfer. Such Participant will be deemed to have incurred a
termination of employment with Cenex Harvest States when employment with LOL and
all Qualified Employers ceases, provided that the Participant has not returned
to employment by Cenex Harvest States.

         Section 4.8. Impact of Ceasing to be an Active Participant. In the
event that a Participant ceases to be an Active Participant as of a date but
does not incur a termination of employment with Cenex Harvest States, then the
amount described in this Article IV will be


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determined as if the Participant did not accumulate any additional service after
that date and did not have any increase in compensation after that date.

         Section 4.9. Termination of Pension Plan or Savings Plan. If the
Pension Plan or Savings Plan is terminated by Cenex Harvest States, the benefit
payable to a Participant under this Article IV with respect to the terminated
plan, if any, will be determined as of the termination date of the terminated
plan as if the Participant incurred a termination of employment with Cenex
Harvest States as of such date and no other benefit will be provided under this
Article IV with respect to the terminated plan.

                                   ARTICLE V.
                                 DEATH BENEFITS

         Section 5.1. Normal Death Benefit.

         (a) Death Benefit for Beneficiary. In the event of a Participant's
death prior to commencement of benefits under the Pension Plan, the
Participant's Beneficiary will be entitled to a death benefit. The death benefit
is 100% of the Participant's account balances described in Article IV of the
Plan. If the Participant was eligible for the grandfathered benefit described in
Section 4.6 of the Plan, the death benefit attributable to the Participant's
Pension Plan Account Balance is the greater of the Participant's Pension Plan
Account balance or the Actuarial Value of the Participant's grandfathered
benefit as provided by Section 4.6 of the Plan.

         (b) Payment of Benefit. Payment of the benefit described in Subsection
(a) will commence to the Participant's Beneficiary on the date that the benefit
is to commence to such Beneficiary under the Pension Plan and will be paid in
one of the forms available to the Beneficiary under the Pension Plan and
selected by the Participant prior to the Participant's death. Additionally, the
Participant may select an installment option with payment of installment over a
fixed number of years, not to exceed 10 years. If the Participant has not made a
selection, payment will be made in installment over 3 years. Selection by the
Participant of a form of benefit payment must be consistent with the provisions
and will be subject to the limitations of Article VI of this Plan.

         (c) Death of Beneficiary. If a Beneficiary becomes entitled to a
benefit under the preceding provision of this section and thereafter dies prior
to the time payments begin to such Beneficiary, the death benefit shall be paid
to the Beneficiary's estate, unless the Participant specifically provided
otherwise in the Participant's designation of beneficiary under the Pension
Plan, in which case, the death benefit will be paid to that designated
beneficiary.

         (d) Death of Participant after Benefit Commences. On and after the date
a Participant's benefit commences, except for payments to a Beneficiary or
Beneficiaries required to be made after the Participant's death pursuant to the
form of benefit elected by the Participant, no death benefit shall be made on
behalf of a Participant on account of the Participant's death.

         Section 5.2. Exceptions for Certain Former CENEX Employees.


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         (a) Application of this Section. If a Participant is covered by Section
4.4 of the Plan, then Section 5.1 of the Plan won't apply and this section will
apply with respect to the Participant.

         (b) Surviving Spouse Benefit. If a Participant who is described in
Subsection (a) dies prior to commencement of payment of his or her benefit under
the Pension Plan under circumstances in which a benefit is payable to the
Surviving Spouse of the Participant pursuant to the Pension Plan, then a
supplemental benefit is payable to the Surviving Spouse under this Plan. The
monthly amount of such benefit payable to the Surviving Spouse will be an
amount, not less than zero, equal to the difference between:

                  (1) the monthly amount which the Surviving Spouse would have
         been entitled to receive under the Pension Plan if the limitations on
         benefits imposed by Section 401(a)(17) and Section 415 of the Code on
         the Pension Plan were disregarded and if compensation deferred upon the
         election of the Participant under any nonqualified plan maintained by
         Cenex Harvest States or any other participating employer in the Pension
         Plan and any compensation exchanged for an option under the Cenex
         Harvest States SOP were to be taken into account as compensation under
         the Pension Plan, except that amounts deferred or paid under the
         mandatory deferral portion of any long term incentive compensation
         program maintained by such an employer, or any amounts paid under any
         other nonqualified plan or program maintained by Cenex Harvest States
         or such a participating employer will not be considered part of that
         compensation, and

                  (2) the monthly amount actually payable to the Surviving
         Spouse under the Pension Plan.

         (c) Adjustments for Former LOL or Agronomy Employee. Notwithstanding
the prior provisions of this section, if a Participant described in Section
5.2(a) of the Plan was employed by LOL or Agronomy and such Participant's
service and compensation with LOL or Agronomy is recognized under the Pension
Plan for purposes of computing benefits, Section 5.2(a) of the Plan will be
determined in the same manner except that compensation deferred upon the
election of the Participant under any nonqualified plan maintained by LOL or
Agronomy will also be taken into account as compensation when calculating
benefits of the Surviving Spouse using the provisions of the Pension Plan, but
amounts deferred or paid under any mandatory deferral portion of any long term
incentive plan maintained by LOL or Agronomy or any amounts paid under any other
nonqualified plan or program maintained by LOL or Agronomy will not be
considered part of that compensation. Further, if assets and liabilities of the
LOL Retirement Plan with respect to the Participant have not been transferred to
the Pension Plan, then Section 5.2(b)(2) of the Plan will be increased by
benefits payable to the Surviving Spouse under the LOL Retirement Plan. Finally,
any portion of the benefit so computed that is attributable to service of the
Participant with LOL or Agronomy will not be payable under this Plan. That
portion will be considered to be proportional to the portion of the
Participant's accrued benefit under the Pension Plan which was accrued during
such Participant's service with LOL or Agronomy.

         (d) Transfers from Cenex Harvest States to LOL or a Qualified Employer.
Notwithstanding the prior provisions of this section, if a Participant transfers
from the employ of


                                      -11-
<PAGE>


Cenex Harvest States to the employ of LOL or a Qualified Employer, the Surviving
Spouse's benefit will be determined as of the date that the Participant
terminated employment with Cenex Harvest States. If such Participant later
transferred back to Cenex Harvest States, a benefit determined under this
Section 5.2(d) of the Plan shall be taken into account in determining subsequent
benefits of the Participant's Surviving Spouse under this Section 5.2 of the
Plan in such manner as the Committee shall determine in its sole discretion.

         (e) Commencement and Form of Benefit. A benefit payable under this
Section 5.2 of the Plan will commence on the same date as the amount payable to
the Surviving Spouse under the Pension Plan and will be paid in one of the forms
available to the Beneficiary and selected by the Participant prior to the
Participant's death. Additionally, the Participant may select an installment
option with payment of installment over a fixed number of years, not to exceed
10 years. If the Participant has not made a selection, payment will be made in
installment over 3 years. Selection by the Participant of a form of benefit
payment must be consistent with the provisions and will be subject to the
limitations of Article VI of this Plan. Notwithstanding the prior sentences, if
a Participant transfers from the employ of Cenex Harvest States to the employ of
LOL or Qualified Employer and assets and liabilities of the Pension Plan with
respect to the Participant have been transferred to another qualified plan, a
benefit payable to a Surviving Spouse under this Section 5.2 will be payable in
a manner determined by the Committee.

         (f) Participant Ceases to be Active Participant. In the event that a
Participant ceases to be an Active Participant as of a date but does not incur a
termination of employment with Cenex Harvest States, and a supplemental benefit
is payable to the Surviving Spouse under this Section 5.2, then the amount
described in Section 5.2(b) of the Plan will be determined as if the Participant
did not accumulate any additional service after that date and did not have any
increase in compensation after that date.

         (g) Exception for Certain Officers. If the Participant was employed as
an officer of Farmers Union Central Exchange, Incorporated as of January 1,
1989, the monthly amount determined under Section 5.2(b) of the Plan will be
increased to the amount determined under that subsection using CENEX Pension
Plan (then referred to as the Farmers Union Central Exchange, Incorporated
Pension Plan) provisions as in effect on December 31, 1988 (except that the
compensation definition ordinarily used under Section 5.2(b) of the Plan will be
used in calculating that amount), if such amount is larger than determined under
that subsection without application of this sentence.

         Section 5.3. Exclusion for Service with other Participating Employers
in Pension Plan. Any portion of the benefit computed under this Article V that
is attributable to service of a Participant with a participating employer in the
Pension Plan other than Cenex Harvest States will not be payable under this
Plan. That portion will be considered to be proportional to the portion of the
Participant's accrued benefit under the Pension Plan which was accrued during
such Participant's service with such a participating employer.

         Section 5.4. Termination of Pension Plan. If the Pension Plan is
terminated by Cenex Harvest States, the benefit payable to a Beneficiary or
Surviving Spouse under this Article V, if any, will be determined as of the
termination date of the Pension Plan and no other benefit will be provided under
this Article V.


                                      -12-
<PAGE>


                                   ARTICLE VI.
                                  DISTRIBUTIONS

         Section 6.1. Limitations on Election by Participant. Notwithstanding
the prior provisions of the Plan, an election made by the Participant under the
Pension Plan with respect to the form or commencement date of payment of the
benefit under the Pension Plan, with any required consent of his or her spouse,
or an election of a Beneficiary or Surviving Spouse to delay the commencement
date of payment or to change the form of a benefit under the Pension Plan, will
not be effective with respect to the commencement date or form of payment of the
benefit under Article IV or Article V of this Plan unless such election is
expressly approved by the Committee. If the Committee does not approve such
election, then the form and commencement date of payment of the Participant's
benefit under Article IV of this Plan or the death benefit under Article V of
this Plan will be determined by the Committee in its sole discretion.

         Section 6.2. Alteration by Committee. Notwithstanding the prior
provisions of the Plan, the Committee may, in its sole discretion, reduce the
payment period over which payments would have been made pursuant to the
provisions of the Plan. Furthermore, notwithstanding any provision in this Plan,
the Committee may in its sole discretion, change the payment period (i.e.,
monthly, quarterly, or annually) over which payments would have been made
pursuant to the Plan.

         Section 6.3. Actuarial Equivalents. If the Committee selects a
different form of benefit under Section 6.1 or Section 6.2 of the Plan, or if
the Participant select a different form of benefit under Article IV or Article V
of the Plan, then the chosen form of benefit will be the actuarial equivalent of
the benefit which would otherwise have been payable under the Plan as determined
by the same actuarial adjustments as those specified in the Pension Plan with
respect to the determination of the amount of the benefit payable under the
Pension Plan on the date for commencement of payment under this Plan.

         Section 6.4. Required Single Sum Payment. Notwithstanding anything in
this Plan to the contrary, if the Actuarial Value of any benefit payable to or
on behalf of the Participant under the Plan is $25,000 or less, using the
assumptions described in Section 6.3 of the Plan, Cenex Harvest States will pay
such Actuarial Value of such benefit to the person entitled to the benefit in a
single sum on the date the benefit would otherwise have commenced in lieu of any
further benefit payments under the Plan.

         Section 6.5. Election by Participant. An election by a Participant with
respect to the form or commencement date of a benefit will not be effective
until the calendar year following the calendar year in which the election is
made. However, in general, no such election will be effective with respect to a
Participant who incurs a termination of employment with Cenex Harvest States for
any reason (including death) during or prior to the calendar year in which such
election is made. Nevertheless, such an election made during a calendar year
will be effective with respect to the Participant if the Participant incurs a
termination of employment with Cenex Harvest States on account of a disability
during that year and if the election is made before the Participant incurs that
disability.


                                      -13-
<PAGE>


         Section 6.6. Distribution for Taxes. Anything herein to the contrary
notwithstanding, if, at any time, a court or the Internal Revenue Service
determines that an amount accrued for a Participant is includable in the gross
income of the Participant and subject to tax, Cenex Harvest States may, in its
sole discretion, permit a lump sum distribution of an amount equal to the amount
determined to be includable in the Participant's gross income.

                                  ARTICLE VII.
                           ADMINISTRATION OF THE PLAN

         Section 7.1. Interpretation. The Plan will be administered by Cenex
Harvest States, which will have the authority, duty and power to interpret and
construe the provisions of the Plan as it deems appropriate. Cenex Harvest
States will have the duty and responsibility of maintaining records, making the
requisite calculations and dispersing the payments hereunder. Cenex Harvest
States's interpretations, determinations, regulations and calculations will be
final and binding on all persons and parties concerned.

         Section 7.2. General Administration and Claims Procedure. Cenex Harvest
States will be responsible for the general operation and administration of the
Plan and for carrying out the provisions thereof. Cenex Harvest States will have
the authority to establish and revise rules, procedures, and regulations
relating to the Plan and to make any other determinations which it believes
necessary or advisable for the administration of the Plan. Cenex Harvest States
will be responsible for the expenses incurred in the administration of the Plan.
Cenex Harvest States will also be responsible for determining eligibility for
benefits and the benefits payable pursuant to the Plan. Cenex Harvest States
will be entitled to rely conclusively upon all tables, valuations, certificates,
opinions and reports furnished by any actuary, accountant, controller, counsel
or other person employed or engaged by Cenex Harvest States with respect to the
Plan. The procedures for filing claims for Plan benefits are described below.
For claims procedures purposes, the "Claims Manager" will be Cenex Harvest
States.

         (a) Initial Claim. An initial claim for benefits under the Plan must be
made by the Participant or his or her Beneficiary or Surviving Spouse in
accordance with the terms of the Plan. If for any reason a claim for benefits
under this Plan is denied by the Claims Manager, the Claims Manager will deliver
to the claimant a written explanation setting forth the specific reasons for the
denial, pertinent references to the section under the Plan on which the denial
is based, such other data as may be pertinent and information on the procedures
to be followed by the claimant in obtaining a review of his or her claim, all
written in a manner calculated to be understood by the claimant. For this
purpose:

                  (1) The claimant's claim will be deemed to be filed when
         presented orally or in writing to the Claims Manager.

                  (2) The Claims Manager's explanation will be in writing
         delivered to the claimant within 90 days of the date the claim is
         filed.

         (b) Request for Review. The claimant will have 60 days following his or
her receipt of the denial of the claim to file with the Claims Manager a written
request for review of the


                                      -14-
<PAGE>


denial. For such review, the claimant or the claimant's representative may
review pertinent documents and submit written issues and comments.

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

         Section 7.3. Written Statement. Cenex Harvest States may provide
individual written statements of accrued benefits to each Participant, or
current Beneficiary or Surviving Spouse, in a form determined by Cenex Harvest
States at such times as may be established by Cenex Harvest States.

         Section 7.4. Committee. A Committee consisting of one (1) or more
members appointed by the Board of Directors will act for Cenex Harvest States
under the Plan, unless the Plan specifically indicates that the Board of
Directors or other persons are to act for Cenex Harvest States with respect to a
specified matter under the Plan. If such Board does not appoint anyone to the
Committee or if all members resign or otherwise cease to be members of the
Committee, such Board or any officer designated by the Board will act for Cenex
Harvest States until it makes any appointments under this section.

         Section 7.5. Records. The records of the Plan will be maintained on the
Plan Year.

                                  ARTICLE VIII.
                            AMENDMENT OR TERMINATION

         Section 8.1. Amendment or Termination. Cenex Harvest States intends the
Plan to be permanent but reserves the right to amend or terminate the Plan at
any time. Any such amendment or termination will be made pursuant to a
resolution of Cenex Harvest States's Board of Directors and will be effective as
of the date provided in the resolution. An amendment will be stated in an
instrument in writing signed in the name of Cenex Harvest States by a person
authorized by the Board of Directors and all parties interested herein will be
bound thereby.

         Section 8.2. Impact on Benefits. No amendment or termination of the
Plan will directly or indirectly reduce any benefit described in Article IV or
Article V of the Plan as of the effective date of such amendment or termination.
A Participant's benefit which has accrued under the Plan will not increase after
the termination of the Plan and will be determined under the appropriate
provisions of the Plan as if the Participant did not accumulate any additional
service after the effective date of such termination and did not have any
increase in compensation after that date. Upon the termination of the Plan,
distribution of benefits payable under the Plan will be made to the Participants
or their Beneficiaries or Surviving Spouses in accordance with Article VI of the
Plan.


                                      -15-
<PAGE>


                                   ARTICLE IX.
                               GENERAL PROVISIONS

         Section 9.1. Responsibility for Benefits and Expenses. Cenex Harvest
States will pay benefits arising under the Plan and all costs, charges and
expenses related thereto. Cenex Harvest States may anticipate its obligations
under this Plan by establishing a trust or purchasing any insurance or other
contract; provided, however, that such "funding" vehicle will not:

         (a) change the status of this Plan as an unfunded plan, or

         (b) change the rights of a Participant or the Participant's Beneficiary
or Surviving Spouse under Section 9.3 of the Plan.

         Section 9.2. Inalienability. The benefits payable hereunder or the
right to receive future benefits under the Plan may not be anticipated,
alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any
charge or legal process; and no interest or right to receive a benefit may be
taken, either voluntarily or involuntarily, for the satisfaction of the debts
of, or other obligations or claims against, such person or entity, including
claims for alimony, support, separate maintenance and claims in bankruptcy
proceedings.

         Section 9.3. Unsecured Claim. The right of a Participant or the
Participant's Beneficiary or Surviving Spouse to receive a distribution
hereunder will be an unsecured claim against the general assets of Cenex Harvest
States, and neither a Participant nor his or her Beneficiary or Surviving Spouse
will have any rights in or against any amount credited to any accounts under the
Plan or any other assets of Cenex Harvest States. The Plan will at all times be
considered entirely unfunded both for tax purposes and for purposes of Title I
of ERISA. Funds invested hereunder will continue for all purposes to be part of
the general assets of Cenex Harvest States and available to the general
creditors of Cenex Harvest States in the event of Cenex Harvest States's
bankruptcy (when Cenex Harvest States is involved in a pending proceeding under
the Federal Bankruptcy Code) or insolvency (when Cenex Harvest States is unable
to pay its debts as they mature). No Participant or any other person will have
any interests in any particular assets of Cenex Harvest States by reason of the
right to receive a benefit under the Plan. The Plan constitutes a mere promise
by Cenex Harvest States to make payments to the Participants in the future.

         Section 9.4. Terms of Pension Plan. Except as otherwise provided
herein, the terms and conditions of the Pension Plan will apply to the benefits
described in Articles IV and V of the Plan. Nothing in this Plan will operate or
be construed in any way to modify, amend or affect the terms and provisions of
the Pension Plan.

         Section 9.5. Sufficiency of Cenex Harvest States Assets. Nothing
contained in the Plan will be interpreted as a guaranty by Cenex Harvest States
or any other person or entity that any funds or assets of Cenex Harvest States
will be sufficient to pay any benefit hereunder.

         Section 9.6. Plan Administered According to its Terms. No Participant,
Beneficiary, or Surviving Spouse will have any right to a benefit under this
Plan except in accordance with the terms of the Plan. Establishment of the Plan
will not be construed to give any Participant the right to be retained in the
service of Cenex Harvest States. The sole rights of a Participant or his


                                      -16-
<PAGE>


or her Beneficiary or Surviving Spouse under the Plan will be to have the Plan
administered according to its terms, and to receive whatever benefits he or she
may be entitled to hereunder.

         Section 9.7. Incompetency. If any person entitled to a benefit payment
under the Plan is declared incompetent and a conservator or other person legally
charged with the care of such person or of his or her estate is appointed, any
benefits under the Plan to which the person is entitled will be paid to such
conservator or other person legally charged with the care of the person or his
or her estate. Except as provided above, when Cenex Harvest States determines
that such person is unable to manage his or her affairs, Cenex Harvest States
may provide for such payment or any part thereof to be made to any other person
or institution then contributing toward or providing for the care and
maintenance of such person. Any such payment will be a payment for the account
of such person and a complete discharge of any liability of Cenex Harvest States
and the Plan therefore.

         Section 9.8. Impact of Corporate Change. The Plan will not be
automatically terminated by a transfer or sale of assets of Cenex Harvest States
or by the merger or consolidation of Cenex Harvest States into or with any other
corporation or other entity, but the Plan will be continued after such sale,
merger or consolidation only if and to the extent that the transferee, purchaser
or successor entity agrees to continue the Plan. In the event the Plan is not
continued by the transferee, purchaser or successor entity, then the Plan will
terminate subject to the provisions of Article VIII of the Plan.

         Section 9.9. Addresses. Each Participant will keep Cenex Harvest States
informed of his or her current address and the current address of his or her
spouse and any designated Beneficiary. Cenex Harvest States will not be
obligated to search for any person. If the location of a Participant is not made
known to Cenex Harvest States within two (2) years after the date on which
payment of the Participant's benefits payable under this Plan may first be made,
payment may be made as though the Participant had died at the end of the
two-year period. If, within one additional year after such two-year period has
elapsed, or, within two (2) years after the actual death of a Participant,
whichever is later, Cenex Harvest States is unable to locate the Surviving
Spouse or a designated Beneficiary of the Participant, then Cenex Harvest States
will have no further obligation to pay any benefit hereunder to such
Participant, Surviving Spouse, or designated Beneficiary and such benefits will
be irrevocably forfeited to Cenex Harvest States.

         Section 9.10. Liability. Notwithstanding any of the preceding
provisions of the Plan, neither Cenex Harvest States nor any individual acting
as an employee or agent of Cenex Harvest States will be liable to any
Participant, former Participant, Surviving Spouse, or any other person for any
claim, loss, liability or expense incurred in connection with the Plan, unless
attributable to fraud or willful misconduct on the part of Cenex Harvest States
or any such employee or agent of Cenex Harvest States.

         Section 9.11. Availability of Copy of Plan. Cenex Harvest States will
make a copy of the Plan available for inspection by any Participant or
designated Beneficiary or Surviving Spouse.


                                      -17-
<PAGE>


         Section 9.12. Applicable Laws. All questions pertaining to the
construction, validity and effect of the Plan will be determined in accordance
with the laws of the United States and to the extent not preempted by such laws,
by the laws of the State of Minnesota.

         Section 9.13. Invalidated Provision. Any provision of this Plan
prohibited by law will be ineffective to the extent of any such prohibition,
without invalidating the remaining provisions of the Plan.

         Executed this ________ day of _________________ , 20__.

                                       CENEX HARVEST STATES COOPERATIVES


                                       By:
                                           -------------------------------------


                                       Title:
                                              ----------------------------------


                                      -18-