EXHIBIT 10.22


                                                                  EXECUTION COPY


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                        CENEX HARVEST STATES COOPERATIVES



                                  $225,000,000



                  6.81% SERIES A SENIOR NOTES DUE JUNE 19, 2013



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                                 NOTE AGREEMENT

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                            DATED AS OF JUNE 19, 1998



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                                TABLE OF CONTENTS

                             (Not Part of Agreement)

                                                                            Page

1.  AUTHORIZATION OF ISSUE OF NOTES............................................1

2.  PURCHASE AND SALE OF NOTES.................................................1

3.  CONDITIONS OF CLOSING......................................................2
    3A.      OPINION OF PURCHASERS' SPECIAL COUNSEL............................2
    3B.      OPINION OF COMPANY'S COUNSEL......................................2
    3C.      REPRESENTATIONS AND WARRANTIES; NO DEFAULT........................2
    3D.      PURCHASE PERMITTED BY APPLICABLE LAWS.............................2
    3E.      MATERIAL ADVERSE CHANGE...........................................2
    3F.      FEES AND EXPENSES.................................................2
    3G.      PRIVATE PLACEMENT NUMBER..........................................3
    3H.      PROCEEDINGS.......................................................3
    3I.      SALE OF NOTES TO OTHER PURCHASERS.................................3

4.  PREPAYMENTS................................................................3
    4A.      REQUIRED PREPAYMENTS..............................................3
    4B.      OPTIONAL PREPAYMENT WITH YIELD-MAINTENANCE AMOUNT.................3
    4C.      NOTICE OF OPTIONAL PREPAYMENT.....................................3
    4D.      PARTIAL PAYMENTS PRO RATA.........................................4
    4E.      RETIREMENT OF NOTES...............................................4

5.  AFFIRMATIVE COVENANTS......................................................4
    5A.      FINANCIAL STATEMENTS..............................................4
    5B.      INFORMATION REQUIRED BY RULE 144A.................................6
    5C.      INSPECTION OF PROPERTY............................................6
    5D.      COVENANT TO SECURE NOTE EQUALLY...................................6
    5E.      OFFER TO PREPAY NOTES IN THE EVENT OF A CHANGE IN CONTROL.........6
    5F.      COMPLIANCE WITH LAW...............................................8
    5G.      INSURANCE.........................................................8
    5H.      MAINTENANCE OF PROPERTIES.........................................8
    5I.      PAYMENT OF TAXES..................................................8
    5J.      CORPORATE EXISTENCE, ETC..........................................9
    5K.      LINES OF BUSINESS.................................................9
    5L.      AGREEMENT ASSUMING LIABILITY ON NOTES.............................9


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6.  NEGATIVE COVENANTS.........................................................9
    6A.      CONSOLIDATED NET WORTH............................................9
    6B.      FUNDED DEBT.......................................................9
    6C.      PRIORITY DEBT....................................................10
    6D.      LIENS............................................................10
    6E.      MERGER AND CONSOLIDATION.........................................12
    6F.      SALE OF ASSETS...................................................12
    6G.      TRANSACTIONS WITH AFFILIATES.....................................13
    6H.      SUBSIDIARY DIVIDEND RESTRICTIONS.................................13
    6I.      SUBSIDIARY PREFERRED STOCK.......................................14
    6J.      ISSUANCE OF STOCK BY SUBSIDIARIES................................14

7.  EVENTS OF DEFAULT.........................................................14
    7A.      ACCELERATION.....................................................14
    7B.      RESCISSION OF ACCELERATION.......................................17
    7C.      NOTICE OF ACCELERATION OR RESCISSION.............................17
    7D.      OTHER REMEDIES...................................................17

8.  REPRESENTATIONS, COVENANTS AND WARRANTIES.................................17
    8A(1).   ORGANIZATION.....................................................17
    8A(2).   POWER AND AUTHORITY..............................................18
    8B.      FINANCIAL STATEMENTS.............................................18
    8C.      ACTIONS PENDING..................................................18
    8D.      OUTSTANDING DEBT.................................................19
    8E.      TITLE TO PROPERTIES..............................................19
    8F.      TAXES............................................................19
    8G.      CONFLICTING AGREEMENTS AND OTHER MATTERS.........................19
    8H.      OFFERING OF NOTES................................................20
    8I.      USE OF PROCEEDS..................................................20
    8J.      ERISA............................................................20
    8K.      GOVERNMENTAL CONSENT.............................................21
    8L.      COMPLIANCE WITH ENVIRONMENTAL AND OTHER LAWS.....................21
    8M.      REGULATORY STATUS................................................21
    8N.      PERMITS AND OTHER OPERATING RIGHTS...............................21
    8O.      YEAR 2000 COMPLIANCE.............................................22
    8P.      DISCLOSURE.......................................................22

9.  REPRESENTATIONS OF EACH PURCHASER.........................................22
    9A.      NATURE OF PURCHASE...............................................22
    9B.      SOURCE OF FUNDS..................................................23


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10. DEFINITIONS...............................................................24
    10A.     YIELD-MAINTENANCE TERMS..........................................24
    10B.     OTHER TERMS......................................................25
    10C.     ACCOUNTING PRINCIPLES, TERMS AND DETERMINATIONS..................30

11. MISCELLANEOUS.............................................................31
    11A.     NOTE PAYMENTS....................................................31
    11B.     EXPENSES.........................................................31
    11C.     CONSENT TO AMENDMENTS............................................32
    11C(1).  REQUIRED CONSENT.................................................32
    11C(2).  SOLICITATION OF HOLDERS OF NOTES.................................32
    11D.     FORM, REGISTRATION, TRANSFER AND EXCHANGE OF NOTES; LOST NOTES...32
    11E.     PERSONS DEEMED OWNERS; PARTICIPATIONS............................33
    11F.     ADDITIONAL SERIES OF NOTES.......................................33
    11F(1).  PROVISION FOR ADDITIONAL SERIES OF NOTES.........................33
    11F(2).  CONDITIONS TO ADDITIONAL SERIES OF NOTES.........................34
    11G.     SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.....34
    11H.     SUCCESSORS AND ASSIGNS...........................................34
    11I.     INDEPENDENCE OF COVENANTS........................................34
    11J.     NOTICES..........................................................34
    11K.     PAYMENTS DUE ON NON-BUSINESS DAYS................................35
    11L.     SATISFACTION REQUIREMENT.........................................35
    11M.     GOVERNING LAW....................................................35
    11N.     SEVERABILITY.....................................................35
    11O.     DESCRIPTIVE HEADINGS.............................................35
    11P.     COUNTERPARTS.....................................................35
    11Q.     SEVERALTY OF OBLIGATIONS.........................................35


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PURCHASER SCHEDULE

SCHEDULE 6B       --       EXISTING FUNDED DEBT
SCHEDULE 6D       --       EXISTING LIENS
SCHEDULE 8G       --       LIST OF AGREEMENTS RESTRICTING DEBT
SCHEDULE 8I       --       USE OF PROCEEDS

EXHIBIT A         --       FORM OF NOTE
EXHIBIT B         --       FORM OF DISBURSEMENT DIRECTION LETTER
EXHIBIT C         --       FORM OF OPINION OF COMPANY'S COUNSEL


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                        CENEX HARVEST STATES COOPERATIVES
                                5500 CENEX DRIVE
                          INVER GROVE HEIGHTS, MN 55077


                                                             As of June 19, 1998



To Each of the Purchasers Named in the
Purchaser Schedule Attached Hereto


Ladies and Gentlemen:

         The undersigned, Cenex Harvest States Cooperatives, a nonstock
agricultural cooperative corporation organized under the laws of the State of
Minnesota (herein called the "COMPANY") formerly known as Harvest States
Cooperatives, and the surviving entity resulting from the merger of Cenex, Inc.,
an agricultural cooperative corporation organized under the laws of the State of
Minnesota ("CENEX"), into the Company, hereby agrees with the purchasers named
in the Purchaser Schedule attached hereto (herein called the "PURCHASERS") as
set forth below. Unless the context requires otherwise, each reference herein to
the "Company", when applicable to a time prior to such merger, shall include
both Cenex and the Company, and each reference herein to a "Subsidiary" of the
Company, when applicable to a time prior to such merger, shall include a
Subsidiary of Cenex or the Company. Reference is made to paragraph 10 hereof for
definitions of capitalized terms used herein and not otherwise defined herein.

         1. AUTHORIZATION OF ISSUE OF NOTES. The Company will authorize the
issue of its senior promissory notes in the aggregate principal amount of
$225,000,000, to be dated the date of issue thereof, to mature June 19, 2013, to
bear interest on the unpaid balance thereof from the date thereof until the
principal thereof shall have become due and payable at the rate of 6.81% per
annum and on overdue payments at the rate specified therein, and to be
substantially in the form of Exhibit A attached hereto. The term "NOTES" as used
herein shall include each such senior promissory note delivered pursuant to any
provision of this Agreement and each such senior promissory note delivered in
substitution or exchange for any other Note pursuant to any such provision.

         2. PURCHASE AND SALE OF NOTES. The Company hereby agrees to sell to
each Purchaser and, subject to the terms and conditions herein set forth, each
Purchaser agrees to purchase from the Company the aggregate principal amount of
Notes set forth opposite such Purchaser's name in the Purchaser Schedule
attached hereto at 100% of such aggregate principal amount. The Company will
deliver to each Purchaser, at the offices of Schiff Hardin & Waite at 7200 Sears
Tower, Chicago, Illinois 60606, one or more Notes registered in such Purchaser's
name (or in the name of its nominee(s), if any, specified on the Purchaser



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Schedule for such Purchaser), evidencing the aggregate principal amount of Notes
to be purchased by such Purchaser and in the denomination or denominations
specified with respect to such Purchaser in the Purchaser Schedule against
payment of the purchase price thereof by transfer of immediately available funds
on the date of closing, which shall be June 19, 1998 (herein called the
"CLOSING" or the "DATE OF closing"), for credit to the account or accounts as
shall be specified in a letter on the Company's letterhead, in substantially the
form of Exhibit B attached hereto, from the Company to the Purchasers delivered
prior to the date of closing.

         3. CONDITIONS OF CLOSING. Each Purchaser's obligation to purchase and
pay for the Notes to be purchased by such Purchaser hereunder is subject to the
satisfaction, on or before the date of closing, of the following conditions:

         3A. OPINION OF PURCHASERS'SPECIAL COUNSEL. Such Purchaser shall have
received from Schiff Hardin & Waite, who are acting as special counsel for the
Purchasers in connection with this transaction, a favorable opinion satisfactory
to such Purchaser as to such matters incident to the matters herein contemplated
as it may reasonably request.

         3B. OPINION OF COMPANY'S COUNSEL. Such Purchaser shall have received
from Debra Thornton, the General Counsel of the Company, a favorable opinion in
the form of Exhibit C attached hereto, and the Company, by its execution hereof,
hereby requests and authorizes such counsel to render such opinion.

         3C. REPRESENTATIONS AND WARRANTIES; NO DEFAULT. The representations and
warranties contained in paragraph 8 shall be true on and as of the date of
closing; there shall exist on the date of closing no Event of Default or
Default; and the Company shall have delivered to such Purchaser an Officer's
Certificate, dated the date of closing, to both such effects.

         3D. PURCHASE PERMITTED BY APPLICABLE LAWS. The purchase of and payment
for the Notes to be purchased by such Purchaser on the date of closing on the
terms and conditions herein provided (including the use of the proceeds of such
Notes by the Company) shall not violate any applicable law or governmental
regulation (including, without limitation, section 5 of the Securities Act or
Regulation T, U or X of the Board of Governors of the Federal Reserve System)
and shall not subject such Purchaser to any tax, penalty, liability or other
onerous condition under or pursuant to any applicable law or governmental
regulation, and such Purchaser shall have received such certificates or other
evidence as it may request to establish compliance with this condition.

         3E. MATERIAL ADVERSE CHANGE. No material adverse change in the
business, condition (financial or otherwise), operations or prospects of the
Company and its Subsidiaries, taken as a whole, since May 31, 1997 shall have
occurred or be threatened, as determined by such Purchaser in its sole judgment.

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         3F. FEES AND EXPENSES. Without limiting the provisions of paragraph 11B
hereof, the Company shall have paid the reasonable fees, charges and
disbursements of special counsel to the Purchasers referred to in paragraph 3A
hereof.

         3G. PRIVATE PLACEMENT NUMBER. A Private Placement number issued by
Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities
Valuation Office of the National Association of Insurance Commissioners) shall
have been obtained for the Notes.

         3H. PROCEEDINGS. All corporate and other proceedings taken or to be
taken in connection with the transactions contemplated hereby and all documents
incident thereto shall be satisfactory in substance and form to such Purchaser,
and such Purchaser shall have received all such counterpart originals or
certified or other copies of such documents as it may reasonably request.

         3I. SALE OF NOTES TO OTHER PURCHASERS. The Company shall have sold to
the other Purchasers the Notes to be purchased by them at the closing and shall
have received payment in full therefor.

         4. PREPAYMENTS. The Notes shall be subject to prepayment with respect
to the required prepayments specified in paragraph 4A and the optional
prepayments permitted by paragraph 4B.

         4A. REQUIRED PREPAYMENTS. Until the Notes shall be paid in full, the
Company shall apply to the prepayment of the Notes, without premium, the sum of
$37,500,000 on June 19 in each of the years 2008 to 2012, inclusive, and such
principal amounts of the Notes, together with interest thereon to the prepayment
dates, shall become due on such prepayment dates. The remaining outstanding
principal amount of the Notes, together with any accrued and unpaid interest
thereon, shall become due on the maturity date of the Notes.

         4B. OPTIONAL PREPAYMENT WITH YIELD-MAINTENANCE AMOUNT. The Notes shall
be subject to prepayment, in whole at any time or from time to time in part (in
multiples of $5,000,000), at the option of the Company, at 100% of the principal
amount so prepaid plus interest thereon to the prepayment date and the
Yield-Maintenance Amount, if any, with respect to each Note. Any partial
prepayment of the Notes pursuant to this paragraph 4B shall be applied in
satisfaction of required payments of principal thereof in inverse order of their
scheduled due dates.

         4C. NOTICE OF OPTIONAL PREPAYMENT. The Company shall give the holder of
each Note irrevocable written notice of any prepayment pursuant to paragraph 4B
not less than 10 Business Days prior to the prepayment date, specifying such
prepayment date and the principal amount of the Notes, and of the Notes held by
such holder, to be

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prepaid on such date and stating that such prepayment is to be made pursuant to
paragraph 4B. Notice of prepayment having been given as aforesaid, the principal
amount of the Notes specified in such notice, together with interest thereon to
the prepayment date and together with the Yield-Maintenance Amount, if any, with
respect thereto, shall become due and payable on such prepayment date. The
Company shall, on or before the day on which it gives written notice of any
prepayment pursuant to paragraph 4B, give telephonic notice of the principal
amount of the Notes to be prepaid and the prepayment date to each Significant
Holder which shall have designated a recipient of such notices in the Purchaser
Schedule attached hereto or by notice in writing to the Company.

         4D. PARTIAL PAYMENTS PRO RATA. Upon any partial prepayment of the Notes
pursuant to paragraph 4A or 4B, the principal amount so prepaid shall be
allocated to all Notes at the time outstanding (including, for the purpose of
this paragraph 4D only, all Notes prepaid or otherwise retired or purchased or
otherwise acquired by the Company or any of its Subsidiaries or Affiliates
(including pursuant to paragraph 4E or 5E hereof) other than by prepayment
pursuant to paragraph 4A or 4B) in proportion to the respective outstanding
principal amounts thereof.

         4E. RETIREMENT OF NOTES. The Company shall not, and shall not permit
any of its Subsidiaries or Affiliates to, prepay or otherwise retire in whole or
in part prior to their stated final maturity (other than by prepayment pursuant
to paragraph 4A or 4B or 5E or upon acceleration of such final maturity pursuant
to paragraph 7A), or purchase or otherwise acquire, directly or indirectly,
Notes held by any holder unless the Company or such Subsidiary or Affiliate
shall have offered to prepay or otherwise retire or purchase or otherwise
acquire, as the case may be, the same proportion of the aggregate principal
amount of Notes held by each other holder of Notes at the time outstanding upon
the same terms and conditions. Any such offer shall provide each holder with
sufficient information to enable it to make an informed decision with respect to
such offer, and shall remain open for at least 30 Business Days. If the holders
of more than 5% of the principal amount of the Notes then outstanding accept
such offer, the Company shall promptly notify the remaining holders of such fact
and the expiration date for the acceptance by holders of Notes of such offer
shall be extended by the number of days necessary to give each such remaining
holder at least 15 Business Days from its receipt of such notice to accept such
offer. Any Notes so prepaid or otherwise retired or purchased or otherwise
acquired by the Company or any of its Subsidiaries or Affiliates shall not be
deemed to be outstanding for any purpose under this Agreement, except as
provided in paragraph 4D.

         5. AFFIRMATIVE COVENANTS.

         5A. FINANCIAL STATEMENTS. The Company covenants that it will deliver to
each Significant Holder in duplicate:

                  (i) as soon as practicable and in any event within 45 days
         after the end of each quarterly period (other than the last quarterly
         period) in each fiscal year, consolidated 

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         statements of income, members' equity and cash flows of the Company and
         its Subsidiaries for the period from the beginning of the current
         fiscal year to the end of such quarterly period, and a consolidated
         balance sheet of the Company and its Subsidiaries as at the end of such
         quarterly period, setting forth in each case in comparative form
         figures for the corresponding period in the preceding fiscal year, all
         in reasonable detail and satisfactory in form to the Required Holder(s)
         and certified by an authorized financial officer of the Company,
         subject to changes resulting from year-end adjustments; provided,
         however, that the delivery pursuant to clause (iii) below of the
         Quarterly Report on Form 10-Q of the Company for such quarterly period
         including such financial statements filed with the Securities and
         Exchange Commission shall be deemed to satisfy the requirements of this
         clause (i);

                  (ii) as soon as practicable and in any event within 90 days
         after the end of each fiscal year, consolidating and consolidated
         statements of income and cash flows and a consolidated statement of
         members' equity of the Company and its Subsidiaries for such year, and
         a consolidating and consolidated balance sheet of the Company and its
         Subsidiaries as at the end of such year, setting forth in each case in
         comparative form corresponding consolidated figures from the preceding
         annual audit, all in reasonable detail and satisfactory in form to the
         Required Holder(s) and, as to the consolidated statements, reported on
         by independent public accountants of recognized national standing
         selected by the Company whose report shall be without limitation as to
         the scope of the audit and satisfactory in substance to the Required
         Holder(s) and, as to the consolidating statements, certified by an
         authorized financial officer of the Company; provided, however, that
         delivery pursuant to clause (iii) below of copies of the Annual Report
         on Form 10-K of the Company for such fiscal year including such
         financial statements filed with the Securities and Exchange Commission
         shall be deemed to satisfy the requirements of this clause (ii);

                  (iii) promptly upon transmission thereof, copies of all such
         financial statements, and copies of all registration statements
         (without exhibits) and all reports which it files with the Securities
         and Exchange Commission (or any governmental body or agency succeeding
         to the functions of the Securities and Exchange Commission);

                  (iv) promptly upon receipt thereof, a copy of each other
         report submitted to the Company by independent accountants in
         connection with any annual, interim or special audit made by them of
         the books of the Company or any Subsidiary; and

                  (v) with reasonable promptness, such other information as such
         Significant Holder may reasonably request.

Together with each delivery of financial statements required by clauses (i) and
(ii) above, the Company will deliver to each Significant Holder an Officer's
Certificate demonstrating (with computations in reasonable detail) compliance by
the Company and its Subsidiaries with the provisions of paragraphs 6A, 6B, 6C,
6D and 6F and stating that there exists no Event of Default or 

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Default, or, if any Event of Default or Default exists, specifying the nature
and period of existence thereof and what action the Company proposes to take
with respect thereto. Together with each delivery of financial statements
required by clause (ii) above, the Company will deliver to each Significant
Holder a certificate of such accountants stating that, in making the audit
necessary for their report on such financial statements, they have obtained no
knowledge of any Event of Default or Default arising under paragraph 6A, 6B(iv)
or 6C or under paragraph 6E(ii) or 6F(iv) insofar as such Default or Event of
Default relates to 6E(ii)(c)(y) or 6F(iv)(b)(y) and existing as of the last day
of the Company's fiscal year, or, if they have obtained knowledge of any Event
of Default or Default arising under any such paragraph, specifying the nature
and period of existence thereof. Such accountants, however, shall not be liable
to anyone by reason of their failure to obtain knowledge of any such Event of
Default or Default which would not be disclosed in the course of an audit
conducted in accordance with generally accepted auditing standards. The Company
also covenants that immediately after any Responsible Officer obtains knowledge
of an Event of Default or Default, it will deliver to each Significant Holder an
Officer's Certificate specifying the nature and period of existence thereof and
what action the Company proposes to take with respect thereto.

         5B. INFORMATION REQUIRED BY RULE 144A. The Company covenants that it
will, upon the request of the holder of any Note, provide such holder, and any
qualified institutional buyer designated by such holder, such financial and
other information as such holder may reasonably determine to be necessary in
order to permit compliance with the information requirements of Rule 144A under
the Securities Act in connection with the resale of Notes, except at such times
as the Company is subject to the reporting requirements of section 13 or 15(d)
of the Exchange Act. For the purpose of this paragraph 5B, the term "qualified
institutional buyer" shall have the meaning specified in Rule 144A under the
Securities Act.

         5C. INSPECTION OF PROPERTY. The Company covenants that it will permit
any Person designated by any Significant Holder in writing, at such Significant
Holder's expense (if no Default or Event of Default then exists) or at the
expense of the Company (if a Default or an Event of Default then exists), to
visit and inspect any of the properties of the Company and its Subsidiaries, to
examine the corporate books and financial records of the Company and its
Subsidiaries and make copies thereof or extracts therefrom and to discuss the
affairs, finances and accounts of any of such corporations with the principal
officers of the Company and its independent public accountants; provided,
however, that the Company shall have the option to have a representative present
at any meeting between its independent public accountants and such Significant
Holder, all at such reasonable times and as often as such Significant Holder may
reasonably request.

         5D. COVENANT TO SECURE NOTE EQUALLY. The Company covenants that if it
or any Subsidiary shall create or assume any Lien upon any of its property or
assets, whether now owned or hereafter acquired, other than Liens permitted by
the provisions of paragraph 6D (unless prior written consent to the creation or
assumption thereof shall have been obtained pursuant to paragraph 11C), it will
make or cause to be made effective provision

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whereby the Notes will be secured by such Lien equally and ratably with any and
all other Debt thereby secured so long as any such other Debt shall be so
secured.

         5E. OFFER TO PREPAY NOTES IN THE EVENT OF A CHANGE IN CONTROL.

                  5E(1) NOTICE OF IMPENDING CHANGE IN CONTROL. The Company will
         not take any action that consummates or finalizes a Change in Control
         unless at least 30 days prior to such action it shall have given to
         each holder of the Notes written notice of such impending Change in
         Control.

                  5E(2) NOTICE OF OCCURRENCE OF CHANGE IN CONTROL. The Company
         will, within five Business Days after any Responsible Officer has
         knowledge of the occurrence of any Change in Control, give written
         notice of such Change in Control to each holder of the Notes. If a
         Change in Control has occurred, such notice shall contain and
         constitute an offer to prepay the Notes as described in paragraph 5E(4)
         and shall be accompanied by the certificate described in paragraph
         5E(7).

                  5E(3) NOTICE OF ACCEPTANCE OF OFFER UNDER PARAGRAPH 5E(2). If
         the Company shall at any time receive an acceptance to an offer to
         prepay Notes under paragraph 5E(2) .from some, but not all of, the
         holders of the Notes, then the Company will, within two Business Days
         after the receipt of such acceptance, give written notice of such
         acceptance to each other holder of the Notes.

                  5E(4) OFFER TO PREPAY NOTES. The offer to prepay Notes
         contemplated by paragraph 5E(2) shall be an offer to prepay, in
         accordance with and subject to this paragraph 5E, all, but not less
         than all, of the Notes held by each holder (in this case only, "holder"
         in respect of any Note registered in the name of a nominee for a
         disclosed beneficial owner shall mean such beneficial owner) on a date
         specified in such offer (the "PROPOSED PREPAYMENT DATE"). Such Proposed
         Prepayment Date shall be not less than 30 days and not more than 60
         days after the date of such offer (if the Proposed Prepayment Date
         shall not be specified in such offer, the Proposed Prepayment Date
         shall be the 30th day after the date of such offer). Notwithstanding
         the foregoing, if the Company shall be required to give a notice of
         acceptance under paragraph 5E(3) hereof with respect to any offer to
         prepay Notes under paragraph 5E(2), then the Proposed Prepayment Date
         for such offer shall be the later of (i) the date specified in the
         immediately preceding sentences, or (ii) the 10th Business Day after
         the date the first such notice of acceptance with respect to such offer
         was given by the Company under paragraph 5E(3).

                  5E(5) REJECTION; ACCEPTANCE. A holder of Notes may accept the
         offer to prepay made pursuant to this paragraph 5E by causing a notice
         of such acceptance to be delivered to the Company prior to the Proposed
         Prepayment Date. A failure by a holder of Notes to 

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         so respond to an offer to prepay made pursuant to this paragraph 5E
         shall be deemed to constitute a rejection of such offer by such holder.

                  5E(6) PREPAYMENT. Prepayment of the Notes to be prepaid
         pursuant to this paragraph 5E shall be at 100% of the principal amount
         of such Notes, together with interest on such Notes accrued to the date
         of prepayment. The prepayment shall be made on the Proposed Prepayment
         Date.

                  5E(7) OFFICER'S CERTIFICATE. Each offer to prepay the Notes
         pursuant to this paragraph 5E shall be accompanied by a certificate,
         executed by a Responsible Officer of the Company and dated the date of
         such offer, specifying (i) the Proposed Prepayment Date, (ii) that such
         offer is made pursuant to this paragraph 5E, (iii) the principal amount
         of each Note offered to be prepaid, (iv) the interest that would be due
         on each Note offered to be prepaid, accrued to the Proposed Prepayment
         Date, (v) that the conditions of this paragraph 5E have been fulfilled,
         and (vi) in reasonable detail, the nature and date of the Change in
         Control.

         5F. COMPLIANCE WITH LAW. The Company covenants that it will, and will
cause each of its Subsidiaries to, comply with all laws, ordinances or
governmental rules or regulations to which each of them is subject (unless such
failure to comply is subject to a good faith contest), including, without
limitation, environmental laws, and will obtain and maintain in effect all
licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective properties or to
the conduct of their respective businesses, in each case to the extent necessary
to ensure that non-compliance with such laws, ordinances or governmental rules
or regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations would
not reasonably be expected, individually or in the aggregate, to have a material
adverse effect on the business, condition (financial or otherwise) or operations
of the Company and its Subsidiaries, taken as a whole.

         5G. INSURANCE. The Company covenants that it will, and will cause each
of its Subsidiaries to, maintain, with financially sound and reputable insurers,
insurance with respect to their respective properties and businesses against
such casualties and contingencies, of such types, on such terms and in such
amounts as is customary in the case of entities of established reputations
engaged in the same or a similar business and similarly situated; provided,
however, the Company may, to the extent permitted by law, provide for
appropriate self-insurance with respect to workers' compensation.

         5H. MAINTENANCE OF PROPERTIES. The Company covenants that it will, and
will cause each of its Subsidiaries to, maintain and keep, or cause to be
maintained and kept, their respective Properties in good repair, working order
and condition (other than ordinary wear and tear), so that the business carried
on in connection therewith may be properly conducted in all material respects at
all times, provided that this paragraph shall not prevent the Company or any
Subsidiary from discontinuing the operation and the maintenance of any of its

                                       8



<PAGE>

Properties if such discontinuance is desirable in the conduct of its business
and such discontinuance would not reasonably be expected, individually or in the
aggregate, to have a material adverse effect on the business, condition
(financial or otherwise) or operations of the Company and its Subsidiaries taken
as a whole.

         5I. PAYMENT OF TAXES. The Company covenants that it will, and will
cause each of its Subsidiaries to, file all income tax or similar tax returns
required to be filed in any jurisdiction and to pay and discharge all taxes
shown to be due and payable on such returns and all other taxes, assessments,
governmental charges or levies payable by any of them, and to pay and discharge
all amounts payable for work, labor and materials, in each case to the extent
such taxes, assessments, charges, levies and amounts payable have become due and
payable and before they have become delinquent, provided that neither the
Company nor any Subsidiary need pay any such tax, assessment, charge, levy or
amount payable if (i) the amount, applicability or validity thereof is being
actively contested by the Company or such Subsidiary on a timely basis in good
faith and in appropriate proceedings, and the Company or a Subsidiary has
established adequate reserves therefor in accordance with generally accepted
accounting principles on the books of the Company or such Subsidiary or (ii) the
nonpayment of all such taxes, assessments, charges, levies and amounts payable
in the aggregate would not reasonably be expected to have a materially adverse
effect on the business, condition (financial or otherwise) or operations of the
Company and its Subsidiaries taken as a whole.

         5J. CORPORATE EXISTENCE, ETC. Subject to paragraph 6E, the Company will
at all times preserve and keep in full force and effect its corporate existence
and will at all times preserve and keep in full force and effect the corporate
existence of each of its Subsidiaries. The Company will at all times preserve
and keep in full force and effect all certificates of convenience and necessity,
rights and franchises, licenses, permits, operating rights and other
authorization from federal, state, foreign, regional, municipal and other local
regulatory bodies or administrative agencies or governmental bodies having
jurisdiction over the Company and its Subsidiaries or any of their respective
Properties as are necessary for the ownership, operation and maintenance of its
respective businesses and Properties, unless the termination of or failure to
preserve and keep in full force and effect such corporate existence, right,
certificate or franchise, license, permit, operating right or other
authorization would not reasonably be expected, individually or in the
aggregate, to have a material adverse effect on the business, condition
(financial or otherwise) or operations of the Company and its Subsidiaries taken
as a whole.

         5K. LINES OF BUSINESS. The Company shall not engage in any material
respects in any business activity or operations other than operations or
activities (i) in the agriculture industry, (ii) in the food industry, or (iii)
which are not substantially different from or related to its present business
activities or operations.

         5L. AGREEMENT ASSUMING LIABILITY ON NOTES. The Company covenants that,
if at any time any Person should become liable (as co-obligor, endorser,
guaranty or surety) on any other material obligation of the Company, the

                                       9



<PAGE>

Company will, at the same time, cause such Person to deliver to the holder of
the Notes an agreement pursuant to which such Person becomes similarly liable on
the Notes; provided this paragraph 5L shall not apply to any Person becoming
liable solely as an endorser of a check, or as a signatory to a letter of credit
for trade liabilities of the Company incurred, in the ordinary course of
business.

         6. NEGATIVE COVENANTS

         6A. CONSOLIDATED NET WORTH. The Company covenants that it will not
permit Consolidated Net Worth at any time to be less than $750,000,000.

         6B. FUNDED DEBT. The Company covenants that it will not, and will not
permit any of its Subsidiaries to, directly or indirectly create, issue, incur
or assume any Funded Debt, except:

                  (i) Funded Debt of any Subsidiary owing to the Company or to
         another Wholly-Owned Subsidiary;

                  (ii) the Funded Debt represented by the Notes;

                  (iii) Funded Debt existing on the date of this Agreement and
         described on Schedule 6B hereto, and any extension, renewal or
         refunding thereof (but without increase in the principal amount
         outstanding at the time of such extension, renewal or refunding); and

                  (iv) Funded Debt of the Company and its Subsidiaries created,
         issued, incurred or assumed after the date of closing, in addition to
         Funded Debt permitted under clauses (i), (ii) and (iii) of this
         paragraph 6B, provided that, on the date of the creation, issuance,
         incurrence or assumption of such Funded Debt, and after giving effect
         thereto and to the application of the proceeds therefrom, the ratio of
         (a) the aggregate outstanding principal amount of all Funded Debt of
         the Company and its Subsidiaries (other than Funded Debt of any
         Subsidiary owing to the Company or to another Wholly-Owned Subsidiary)
         to (b) Consolidated Cash Flow for the four fiscal quarters ending with
         the fiscal quarter most recently ended prior to such date (if such date
         is not the last day of a fiscal quarter) or ending with the fiscal
         quarter ended on such date (if such date is the last day of a fiscal
         quarter) does not exceed 3.0 to 1.0;

provided that, in each case, after giving effect to the creation, issuance,
incurrence or assumption of such Funded Debt, the Company is in compliance with
paragraph 6C.

         6C. PRIORITY DEBT. The Company covenants that it will not, and will not
permit any of its Subsidiaries to, directly or indirectly create, issue, incur
or assume any Priority Debt if after giving effect thereto the aggregate
outstanding principal amount of all Priority

                                       10


<PAGE>

Debt would exceed 15% of Consolidated Tangible Net Worth at the time of such
creation, issuance, incurrence or assumption.

         6D. LIENS. The Company covenants that it will not, and will not permit
any of its Subsidiaries to, directly or indirectly create, incur, assume or
suffer to be created, incurred or assumed or to exist (upon the happening of a
contingency or otherwise) any Lien on or with respect to any Property of the
Company or any of its Subsidiaries, whether now owned or held or hereinafter
acquired (unless (1) provision is made for the equal and ratable securing of the
Notes in accordance with paragraph 5D, and (2) the obligees of the obligations
secured by such Liens shall have entered into an intercreditor agreement with
the holders of the Notes in form and substance satisfactory to the holders of
the Notes), except:

                  (i) Liens for taxes, assessments or other governmental charges
         or levies securing obligations not overdue, or if overdue, being
         actively contested in good faith by appropriate proceedings that will
         prevent the forfeiture or sale of any Property, provided that adequate
         reserves are established in accordance with generally accepted
         accounting principles on the books of the Company or a Subsidiary of
         the Company;

                  (ii) attachment, judgment and other similar Liens arising in
         connection with court proceedings, provided the execution or other
         enforcement of such Lien(s) is effectively stayed and the claims
         secured thereby are being actively contested in good faith in such
         manner that the Property subject to such Lien(s) is not subject to
         forfeiture or sale, and further provided that adequate reserves are
         established in accordance with generally accepted accounting principles
         on the books of the Company or a Subsidiary of the Company;

                  (iii) Liens incidental to the normal conduct of the business
         of the Company or a Subsidiary of the Company or to the ownership by
         the Company or a Subsidiary of the Company of its Property which were
         not incurred in connection with the borrowing of money or the obtaining
         of credit or advances and which do not in the aggregate materially
         detract from the value of the Property of the Company or any Subsidiary
         of the Company for the purpose of such business or materially impair
         the use thereof in the operation of the business of the Company or any
         Subsidiary of the Company;

                  (iv) Liens existing as of the date of this Agreement and set
         forth on Schedule 6D hereto;

                  (v) any Lien renewing, extending or refunding any Lien
         permitted by clause (iv) of this paragraph 6D, provided that (a) the
         principal amount of the Debt secured by such Lien immediately prior to
         such extension, renewal or refunding is not increased or the maturity
         thereof reduced, (b) such Lien is not extended to any other Property,
         and (c) immediately after such extension, renewal or refunding no
         Default or Event of Default would exist;

                                       11


<PAGE>

                  (vi) Liens on Property of the Company or any of its
         Subsidiaries securing Debt owing to the Company or to any of its
         Wholly-Owned Subsidiaries;

                  (vii) any Lien created to secure all or any part of the
         purchase price or cost of construction, or to secure Debt incurred or
         assumed to pay all or a part of the purchase price or cost of
         construction, of any Property acquired or constructed by the Company or
         a Subsidiary of the Company after the date of closing, provided that
         (a) any such Lien shall extend solely to the item or items of such
         Property so acquired or constructed or rights relating solely to such
         item or items or Property, (b) the principal amount of the Debt secured
         by any such Lien shall at no time exceed an amount equal to 100% of the
         fair market value of the Property acquired or constructed at the time
         of such acquisition or construction, and (c) such Lien shall be created
         contemporaneously with, or within 180 days after, the acquisition or
         completion of construction of such Property;

                  (viii) any Lien existing on Property acquired by the Company
         or any Subsidiary of the Company at the time such Property is so
         acquired (whether or not the Debt secured thereby is assumed by the
         Company or such Subsidiary) or any Lien existing on Property of a
         Person immediately prior to the time such Person is merged into or
         consolidated with the Company or any Subsidiary of the Company,
         provided that (a) no such Lien shall have been created or assumed in
         contemplation of such acquisition of Property or such consolidation or
         merger, (b) such Lien shall extend only to the Property acquired or the
         Property of such Person merged into or consolidated with the Company or
         Subsidiary which was subject to such Lien as of the time of such
         consolidation or merger, and (c) the principal amount of the Debt
         secured by any such Lien shall at no time exceed an amount equal to
         100% of the fair market value of the Property subject thereto at the
         time of the acquisition thereof or at the time of such merger or
         consolidation; and

                  (ix) other Liens not otherwise permitted under clause (i)
         through (viii) of this paragraph 6D securing Debt, provided that the
         creation, issuance, incurrence or assumption of such Debt is permitted
         under paragraphs 6B and 6C hereof.

         6E. MERGER AND CONSOLIDATION. The Company covenants that it will not,
and will not permit any of its Subsidiaries to, merge or consolidate with any
other Person, except that

                  (i) any Subsidiary of the Company may merge into the Company
         or any Wholly-Owned Subsidiary, provided that the Company or such
         Wholly-Owned Subsidiary is the surviving corporation, and

                  (ii) the Company may merge or consolidate with any other
         Person provided that (a) the successor formed by such consolidation or
         the survivor of such merger (the "SURVIVING CORPORATION") is a solvent
         corporation organized and existing under the laws of the United States
         of America, any State thereof or the District of Columbia, (b) if the

                                       12


<PAGE>

         Company is not the Surviving Corporation, the Surviving Corporation
         shall have executed and delivered to each holder of the Notes its
         written assumption of the due and punctual performance and payment of
         each covenant and condition in this Agreement and the Notes, which
         assumption shall be in form and substance approved in writing by the
         Required Holders, and the Company shall have caused to be delivered to
         each holder of Notes an opinion of nationally recognized independent
         counsel, or other independent counsel reasonably satisfactory to the
         Required Holders, to the effect that all agreements or instruments
         effecting such assumption are enforceable in accordance with their
         terms and comply with the terms hereof, and (c) immediately after
         giving effect to such merger or consolidation, (x) no Default or Event
         of Default shall exist and (y) the Surviving Corporation is able to
         incur at least $1.00 of additional Funded Debt under the provisions of
         paragraph 6B(iv) and at least $1.00 of additional Priority Debt under
         the provisions of paragraph 6C hereof.

         6F. SALE OF ASSETS. The Company covenants that it will not, and will
not permit any of its Subsidiaries to, sell, transfer, convey, lease or
otherwise dispose of (a "TRANSFER") any Property (including capital stock of or
other ownership interests in any Subsidiary of the Company), except that:

                  (i) the Company or any Subsidiary of the Company may Transfer
         any of its inventory, fixtures or equipment in the ordinary course of
         business;

                  (ii) any Subsidiary may Transfer any of its Property to the
         Company or a Wholly-Owned Subsidiary; and

                  (iii) the Company or any Subsidiary of the Company may lease
         its assets to any joint venture entity, of which the Company or any
         Subsidiary of the Company holds an ownership interest and shares in the
         earnings; provided that the terms of any such lease and the division of
         the joint venture's earnings, when viewed as a whole, can be reasonably
         expected to generate the same or greater book earnings and cash flow
         for the Company or Subsidiary of the Company as would be generated
         absent such lease;

                  (iv) the Company or any Subsidiary of the Company may Transfer
         any of its Properties at the fair market value thereof provided that
         (a) either (1) the aggregate amount of the Disposition Value of all
         Property Transferred pursuant to this clause (iv) on or after the date
         of closing does not exceed an amount equal to 25% of Consolidated Total
         Assets as of the end of the fiscal year of the Company most recently
         ended prior to the date of such Transfer, or (2) concurrently with the
         making of such Transfer the Net Proceeds Amount for such Transfer is
         (A) applied to the acquisition by the Company or the Subsidiary making
         such Transfer of other Property of a nature similar to, and of at least
         an equivalent value of, the Property Transferred, or is committed to be
         applied to such acquisition within one year of the date of such
         Transfer, or (B) applied to the payment of the outstanding principal of
         all of the Funded Debt of the Company (excluding any Funded Debt owed
         to any Subsidiary or 

                                       13



<PAGE>

         Affiliate of the Company and excluding any Funded Debt in respect of
         any revolving credit or similar credit facility providing the Company
         with the right to obtain loans or other extensions of credit from time
         to time, except to the extent that, in connection with such payment of
         such Funded Debt, the availability of loans or other extensions of
         credit under such credit facility is permanently reduced by an amount
         not less than the amount of such proceeds applied to the payment of
         such Funded Debt) pro rata in proportion to the respective outstanding
         principal amounts thereof, and (b) immediately after giving effect to
         such Transfer (x) no Default or Event of Default shall exist and (y)
         the Company is able to incur at least $1.00 of additional Funded Debt
         under the provisions of paragraph 6B(iv) hereof and at least $1.00 of
         additional Priority Debt under the provisions of paragraph 6C hereof.

         6G. TRANSACTIONS WITH AFFILIATES. The Company will not, and will not
permit any Subsidiary of the Company to, enter into directly or indirectly any
transaction (including, without limitation, the purchase, lease, sale or
exchange of Properties of any kind or the rendering of any service) with any
Affiliate, except pursuant to the reasonable requirements of the Company's or
such Subsidiary's business and upon fair and reasonable terms no less favorable
to the Company or such Subsidiary than would be obtainable in a comparable
arm's-length transaction with a Person not an Affiliate.

         6H. SUBSIDIARY DIVIDEND RESTRICTIONS. The Company covenants that it
will not, and will not permit any Subsidiary of the Company to, enter into, or
be otherwise subject to, any contract or agreement (including its certificate of
incorporation) which limits the amount of, or otherwise imposes restrictions on
the payment of, dividends by any Subsidiary of the Company.

         6I. SUBSIDIARY PREFERRED STOCK. The Company covenants that it will not,
and will not permit any Subsidiary of the Company to, issue or permit to be
outstanding any class of capital stock which has priority over any other class
of capital stock of such Subsidiary as to dividends or in liquidation.

         6J. ISSUANCE OF STOCK BY SUBSIDIARIES. The Company covenants that it
will not permit any Subsidiary of the Company to issue, sell or otherwise
dispose of any shares of any class of its stock (either directly or indirectly
by the issuance of rights or options for, or securities convertible into, such
shares) except to the Company or another Subsidiary of the Company.

         7. EVENTS OF DEFAULT.

         7A. ACCELERATION. If any of the following events shall occur and be
continuing for any reason whatsoever (and whether such occurrence shall be
voluntary or involuntary or come about or be effected by operation of law or
otherwise):

                                       14




<PAGE>

                  (i) the Company defaults in the payment of any principal of or
         Yield-Maintenance Amount payable with respect to any Note when the same
         shall become due, either by the terms thereof or otherwise as herein
         provided; or

                  (ii) the Company defaults in the payment of any interest on
         any Note for more than 5 Business Days after the date due; or

                  (iii) the Company or any Subsidiary of the Company defaults
         (whether as primary obligor or as guarantor or other surety) in any
         payment of principal of or interest on any other obligation for money
         borrowed (or any Capitalized Lease Obligation, any obligation under a
         conditional sale or other title retention agreement, any obligation
         issued or assumed as full or partial payment for property whether or
         not secured by a purchase money mortgage or any obligation under notes
         payable or drafts accepted representing extensions of credit) beyond
         any period of grace provided with respect thereto, or the Company or
         any Subsidiary of the Company fails to perform or observe any other
         agreement, term or condition contained in any agreement under which any
         such obligation is created (or if any other event thereunder or under
         any such agreement shall occur and be continuing) and the effect of
         such failure or other event is to cause, or a holder or holders of such
         obligation (or a trustee on behalf of such holder or holders) causes,
         such obligation to become due (or to be repurchased by the Company or
         any Subsidiary of the Company) prior to any stated maturity, provided
         that the aggregate amount of all obligations as to which such a payment
         default shall occur and be continuing or such a failure or other event
         causing acceleration (or resale to the Company or any Subsidiary) shall
         occur and be continuing exceeds $5,000,000; or

                  (iv) any representation or warranty made by the Company herein
         or by the Company or any of its officers in any writing furnished in
         connection with or pursuant to this Agreement shall be false in any
         material respect on the date as of which made or deemed to have been
         made; or

                  (v) the Company fails to perform or observe any agreement
         contained in paragraph 5E or paragraph 6; or

                  (vi) the Company fails to perform or observe any other
         agreement, term or condition contained herein and such failure shall
         not be remedied within 30 days after any Responsible Officer obtains
         actual knowledge thereof; or

                  (vii) the Company or any Subsidiary of the Company makes an
         assignment for the benefit of creditors or is generally not paying its
         debts as such debts become due; or

                  (viii) any decree or order for relief in respect of the
         Company or any Subsidiary of the Company is entered under any
         bankruptcy, reorganization, compromise, arrangement, insolvency,
         readjustment of debt, dissolution or liquidation or similar law,
         whether now or hereafter in effect (herein called the "BANKRUPTCY
         LAW"), of any jurisdiction; or

                                       15



<PAGE>

                  (ix) the Company or any Subsidiary of the Company petitions or
         applies to any tribunal for, or consents to, the appointment of, or
         taking possession by, a trustee, receiver, custodian, liquidator or
         similar official of the Company or any Subsidiary of the Company, or of
         any substantial part of the assets of the Company or any Subsidiary of
         the Company, or commences a voluntary case under the Bankruptcy Law of
         the United States or any proceedings (other than proceedings for the
         voluntary liquidation and dissolution of a Subsidiary) relating to the
         Company or any Subsidiary of the Company under the Bankruptcy Law of
         any other jurisdiction; or

                  (x) any such petition or application is filed, or any such
         proceedings are commenced, against the Company or any Subsidiary of the
         Company and the Company or such Subsidiary by any act indicates its
         approval thereof, consent thereto or acquiescence therein, or an order,
         judgment or decree is entered appointing any such trustee, receiver,
         custodian, liquidator or similar official, or approving the petition in
         any such proceedings, and such order, judgment or decree remains
         unstayed and in effect for more than 30 days; or

                  (xi) any order, judgment or decree is entered in any
         proceedings against the Company decreeing the dissolution of the
         Company and such order, judgment or decree remains unstayed and in
         effect for more than 60 days; or

                  (xii) any order, judgment or decree is entered in any
         proceedings against the Company or any Subsidiary of the Company
         decreeing a split-up of the Company or such Subsidiary which requires
         the divestiture of assets representing a substantial part, or the
         divestiture of the stock of a Subsidiary of the Company whose assets
         represent a substantial part, of the consolidated assets of the Company
         and its Subsidiaries (determined in accordance with generally accepted
         accounting principles) or which requires the divestiture of assets, or
         stock of a Subsidiary of the Company, which shall have contributed a
         substantial part of the consolidated net income of the Company and its
         Subsidiaries (determined in accordance with generally accepted
         accounting principles) for any of the three fiscal years then most
         recently ended, and such order, judgment or decree remains unstayed and
         in effect for more than 60 days; or

                  (xiii) a final judgment in an amount in excess of $5,000,000
         is rendered against the Company or any Subsidiary of the Company and,
         within 45 days after entry thereof, such judgment is not discharged or
         execution thereof stayed pending appeal, or within 45 days after the
         expiration of any such stay, such judgment is not discharged; or

                  (xiv) the Company or any ERISA Affiliate, in its capacity as
         an employer under a Multiemployer Plan, makes a complete or partial
         withdrawal from such Multiemployer Plan resulting in the incurrence by
         such withdrawing employer of a withdrawal liability in an amount
         exceeding $10,000,000 unless paid within 60 days;

                                       16

<PAGE>


then (a) if such event is an Event of Default specified in clause (i) or (ii) of
this paragraph 7A, the holder of any Note (other than the Company or any of its
Subsidiaries or Affiliates) may at its option, by notice in writing to the
Company, declare such Note to be, and such Note shall thereupon be and become,
immediately due and payable at par together with interest accrued thereon,
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Company, (b) if such event is an Event of Default
specified in clause (viii), (ix) or (x) of this paragraph 7A with respect to the
Company, all of the Notes at the time outstanding shall automatically become
immediately due and payable together with interest accrued thereon and together
with the Yield-Maintenance Amount, if any, with respect to each Note, without
presentment, demand, protest or notice of any kind, all of which are hereby
waived by the Company, and (c) if such event is not an Event of Default
specified in clause (viii), (ix) or (x) of this paragraph 7A with respect to the
Company, the Required Holder(s) may at its or their option, by notice in writing
to the Company, declare all of the Notes to be, and all of the Notes shall
thereupon be and become, immediately due and payable together with interest
accrued thereon and together with the Yield-Maintenance Amount, if any, with
respect to each Note, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Company. The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the Company
(except as herein specifically provided for) and that the provision for payment
of Yield-Maintenance Amount by the Company in the event the Notes are prepaid or
are accelerated as a result of an Event of Default is intended to provide
compensation for the deprivation of such right under such circumstances.

         7B. RESCISSION OF ACCELERATION. At any time after any or all of the
Notes shall have been declared immediately due and payable pursuant to paragraph
7A, the Required Holder(s) may, by notice in writing to the Company, rescind and
annul such declaration and its consequences if (i) the Company shall have paid
all overdue interest on the Notes, the principal of and Yield-Maintenance
Amount, if any, payable with respect to any Notes which have become due
otherwise than by reason of such declaration, and interest on such overdue
interest and overdue principal and Yield-Maintenance Amount at the rate
specified in the Notes, (ii) the Company shall not have paid any amounts which
have become due solely by reason of such declaration, (iii) all Events of
Default and Defaults, other than non-payment of amounts which have become due
solely by reason of such declaration, shall have been cured or waived pursuant
to paragraph 11C, and (iv) no judgment or decree shall have been entered for the
payment of any amounts due pursuant to the Notes or this Agreement. No such
rescission or annulment shall extend to or affect any subsequent Event of
Default or Default or impair any right arising therefrom.

         7C. NOTICE OF ACCELERATION OR RESCISSION. Whenever any Note shall be
declared immediately due and payable pursuant to paragraph 7A or any such
declaration shall be rescinded and annulled pursuant to paragraph 7B, the
Company shall forthwith give written notice thereof to the holder of each Note
at the time outstanding.

                                       17



<PAGE>

         7D. OTHER REMEDIESD. If any Event of Default or Default shall occur and
be continuing, the holder of any Note may proceed to protect and enforce its
rights under this Agreement and such Note by exercising such remedies as are
available to such holder in respect thereof under applicable law, either by suit
in equity or by action at law, or both, whether for specific performance of any
covenant or other agreement contained in this Agreement or in aid of the
exercise of any power granted in this Agreement. No remedy conferred in this
Agreement upon the holder of any Note is intended to be exclusive of any other
remedy, and each and every such remedy shall be cumulative and shall be in
addition to every other remedy conferred herein or now or hereafter existing at
law or in equity or by statute or otherwise.

         8. REPRESENTATIONS, COVENANTS AND WARRANTIES. The Company represents,
covenants and warrants as follows:

         8A(1). ORGANIZATION. The merger of Cenex into the Company has been
consummated in accordance with the terms of the Transaction Agreement and has
become effective under the laws of the State of Minnesota. The Company is a
nonstock agricultural cooperative corporation duly organized and existing in
good standing under the laws of the State of Minnesota and each Subsidiary of
the Company is duly organized and existing in good standing under the laws of
the jurisdiction in which it is incorporated. The Company and each of its
Subsidiaries have duly qualified or been duly licensed, and are authorized to do
business and are in good standing, in each jurisdiction in which the ownership
of their respective properties or the nature of their respective businesses
makes such qualification or licensing necessary and in which the failure to be
so qualified or licensed would be reasonably likely to have a material adverse
effect on the business condition (financial or otherwise) or operations of the
Company and its Subsidiaries, taken as a whole.

         8A(2). POWER AND AUTHORITY. The Company and each Subsidiary of the
Company has all requisite corporate power to own and operate its respective
properties and to conduct its business as currently conducted and as currently
proposed to be conducted. The Company has all requisite corporate power to
execute, deliver and perform its obligations under this Agreement and the Notes.
The execution, delivery and performance of this Agreement and the Notes has been
duly authorized by all requisite corporate action, and this Agreement and the
Notes have been duly executed and delivered by authorized officers of the
Company and are valid obligations of the Company, legally binding upon and
enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by (i) bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

         8B. FINANCIAL STATEMENTS. The Company has furnished each Purchaser with
the following financial statements, identified by a principal financial officer
of the Company: (i) consolidated balance sheets of the Company and its
Subsidiaries as at May 31 in

                                       18



<PAGE>

each of the years 1991 to 1997, inclusive, and consolidated statements of
earnings and cash flows of the Company and its Subsidiaries for each such year,
all reported on by Deloitte & Touche, LLP; (ii) consolidated balance sheets of
Cenex and its Subsidiaries as at September 30 in each of the years 1993 to 1997,
inclusive, and consolidated statements of operations and cash flows of Cenex and
its Subsidiaries for each such year, all reported on by Coopers & Lybrand,
L.L.P.; (iii) a consolidated balance sheet of the Company and its Subsidiaries
as at February 28 in each of the years 1997 and 1998 and consolidated statements
of earnings and cash flows for the 9-month period ended on each such date,
prepared by the Company; and (iv) a consolidated balance sheet of Cenex and its
Subsidiaries as of February 28 in each of the years 1997 and 1998 and
consolidated statements of operations for the 5-month period ending on each such
date, prepared by Cenex. Such financial statements (including any related
schedules and/or notes) are true and correct in all material respects (subject,
as to interim statements, to changes resulting from audits and year-end
adjustments), have been prepared in accordance with generally accepted
accounting principles consistently followed throughout the periods involved and
show all liabilities, direct and contingent, of Cenex and its Subsidiaries and
the Company and its Subsidiaries, respectively, required to be shown in
accordance with such principles. The balance sheets fairly present the condition
of Cenex and its Subsidiaries and the Company and its Subsidiaries each as at
the dates thereof, and the statements of earnings or operations and cash flows
fairly present the results of the operations of Cenex and its Subsidiaries and
the Company and its Subsidiaries and their cash flows for the periods indicated.
There has been no material adverse change in the business, condition (financial
or otherwise) or operations of the Company and its Subsidiaries taken as a whole
since May 31, 1997.

         8C. ACTIONS PENDING. There is no action, suit, investigation or
proceeding pending or, to the knowledge of the Company, threatened against the
Company or any of its Subsidiaries, or any Properties or rights of the Company
or any of its Subsidiaries, by or before any court, arbitrator or administrative
or governmental body which, individually or in the aggregate, could reasonably
be expected to result in any material adverse change in the business, condition
(financial or otherwise) or operations of the Company and its Subsidiaries taken
as a whole.

         8D. OUTSTANDING DEBT. Neither the Company nor any of its Subsidiaries
has outstanding any Debt except as permitted by paragraph 6B. There exists no
default under the provisions of any instrument evidencing such Debt or of any
agreement relating thereto.

         8E. TITLE TO PROPERTIES. The Company has and each of its Subsidiaries
has good and indefeasible title to its respective real properties (other than
properties which it leases) and good title to all of its other respective
properties and assets, including the properties and assets reflected in the
balance sheets as at May 31, 1997 and September 30, 1997 referred to in
paragraph 8B (other than properties and assets disposed of in the ordinary
course of business), except for defects in title not reasonably expected to
result in a material adverse effect, subject to no Lien of any kind except Liens
permitted by paragraph 6D. All leases necessary in any material respect for the
conduct of the respective businesses of the Company and its Subsidiaries are
valid and subsisting and are in full force and effect.

                                       19



<PAGE>

         8F. TAXES. The Company has and each of its Subsidiaries has filed all
federal, state and other income tax returns which, to the knowledge of the
officers of the Company, are required to be filed, and each has paid all taxes
as shown on such returns and on all assessments received by it to the extent
that such taxes have become due, except such taxes as are being actively
contested in good faith by appropriate proceedings for which adequate reserves
have been established in accordance with generally accepted accounting
principles. The Company is a cooperative association taxed under the provisions
of "subchapter T" of the Code and the Company does not presently intend to alter
its status as a subchapter T cooperative association for federal income tax
purposes.

         8G. CONFLICTING AGREEMENTS AND OTHER MATTERS. Neither the Company nor
any of its Subsidiaries is a party to any contract or agreement or subject to
any charter or other corporate restriction which materially and adversely
affects its business, property or assets, or financial condition. Neither the
execution nor delivery of this Agreement, the Notes nor the Related Agreements,
nor the offering, issuance and sale of the Notes, nor the consummation of the
merger pursuant to the Transaction Agreement or the transactions under the other
Related Agreements, nor fulfillment of nor compliance with the terms and
provisions hereof and of the Notes conflicted or will conflict with, or resulted
or will result in a breach of the terms, conditions or provisions of, or
constituted or will constitute a default under, or resulted or will result in
any violation of, or resulted or will result in the creation of any Lien upon
any of the properties or assets of the Company or any of its Subsidiaries
pursuant to, the charter or by-laws of the Company or any of its Subsidiaries,
any award of any arbitrator or any agreement (including any agreement with
stockholders), instrument, order, judgment, decree, statute, law, rule or
regulation to which the Company or any of its Subsidiaries is subject. Neither
the Company nor any of its Subsidiaries is a party to, or otherwise subject to
any provision contained in, any instrument evidencing Debt of the Company or
such Subsidiary, any agreement relating thereto or any other contract or
agreement (including its charter) which limits the amount of, or otherwise
imposes restrictions on the incurring of, Debt of the Company of the type to be
evidenced by the Notes except as set forth in the agreements listed in Schedule
8G attached hereto.

         8H. OFFERING OF NOTES. Neither the Company nor any agent acting on its
behalf has, directly or indirectly, offered the Notes or any similar security of
the Company for sale to, or solicited any offers to buy the Notes or any similar
security of the Company from, or otherwise approached or negotiated with respect
thereto with, any Person other than institutional investors, and neither the
Company nor any agent acting on its behalf has taken or will take any action
which would subject the issuance or sale of the Notes to the provisions of
section 5 of the Securities Act or to the provisions of any securities or Blue
Sky law of any applicable jurisdiction.

         8I. USE OF PROCEEDS. Neither the Company nor any Subsidiary of the
Company owns or has any present intention of acquiring any "margin stock" as
defined in Regulation U (12 CFR Part 221) of the Board of Governors of the
Federal Reserve System (herein called "margin stock"). The proceeds of sale of
the Notes will be used to pay the indebtedness of the Company listed on Schedule
8I hereto. None of such proceeds will be used, directly or indirectly,

                                       20


<PAGE>

for the purpose, whether immediate, incidental or ultimate, of purchasing or
carrying any margin stock or for the purpose of maintaining, reducing or
retiring any Debt which was originally incurred to purchase or carry any stock
that is currently a margin stock or for any other purpose which might constitute
this transaction a "purpose credit" within the meaning of such Regulation U.
Neither the Company nor any agent acting on its behalf has taken or will take
any action which might cause this Agreement or the Notes to violate Regulation
T, Regulation U or any other regulation of the Board of Governors of the Federal
Reserve System or to violate the Exchange Act, in each case as in effect now or
as the same may hereafter be in effect.

         8J. ERISA. No accumulated funding deficiency (as defined in section 302
of ERISA and section 412 of the Code), whether or not waived, exists with
respect to any Plan (other than a Multiemployer Plan). No liability to the
Pension Benefit Guaranty Corporation has been or is expected by the Company or
any ERISA Affiliate to be incurred with respect to any Plan (other than a
Multiemployer Plan) by the Company, any Subsidiary of the Company or any ERISA
Affiliate which is or would be materially adverse to the business, condition
(financial or otherwise) or operations of the Company and its Subsidiaries taken
as a whole. Neither the Company, any Subsidiary of the Company nor any ERISA
Affiliate has incurred or presently expects to incur any withdrawal liability
under Title IV of ERISA with respect to any Multiemployer Plan which is or would
be materially adverse to the business, condition (financial or otherwise) or
operations of the Company and its Subsidiaries taken as a whole. The execution
and delivery of this Agreement and the issuance and sale of the Notes will be
exempt from, or will not involve any transaction which is subject to, the
prohibitions of section 406 of ERISA and will not involve any transaction in
connection with which a penalty could be imposed under section 502(i) of ERISA
or a tax could be imposed pursuant to section 4975 of the Code. The
representation by the Company in the next preceding sentence is made in reliance
upon and subject to the accuracy of each Purchaser's representation in paragraph
9B.

         8K. GOVERNMENTAL CONSENT. Neither the nature of the Company or of any
Subsidiary, nor any of their respective businesses or properties, nor any
relationship between the Company or any Subsidiary and any other Person, nor any
circumstance in connection with the offering, issuance, sale or delivery of the
Notes, the merger pursuant to the Transaction Agreement or the transactions
contemplated by the other Related Agreements is such as to require any
authorization, consent, approval, exemption or other action by or notice to or
filing with any court or administrative or governmental body (other than (i)
filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, relating to the merger pursuant to the Transaction Agreement, which
filing has been made and for which the waiting period under said Act has
expired, and (ii) routine filings after the date of closing with the Securities
and Exchange Commission and/or state Blue Sky authorities) in connection with
the execution and delivery of this Agreement or the Related Agreements, the
offering, issuance, sale or delivery of the Notes, the consummation of the
merger pursuant to the Transaction Agreement or the transactions contemplated by
the other Related Agreements or fulfillment of or compliance with the terms and
provisions hereof or of the Notes.

                                       21


<PAGE>

         8L. COMPLIANCE WITH ENVIRONMENTAL AND OTHER LAWS. The Company and its
Subsidiaries and all of their respective properties and facilities have complied
at all times and in all respects with all federal, state, local and regional
statutes, laws, ordinances and judicial or administrative orders, judgments,
rulings and regulations, including, without limitation, those relating to
protection of the environment except, in any such case, where failure to comply,
individually or in the aggregate, would not reasonably be expected to result in
a material adverse effect on the business, condition (financial or otherwise) or
operations of the Company and its Subsidiaries taken as a whole.

         8M. REGULATORY STATUS. The Company is not (i) an "investment company"
or a company "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, (ii) a "holding company" or a
"public utility company" or a "subsidiary company" or an "affiliate" of a
"holding company", within the meaning of the Public Utility Holding Company Act
of 1935, as amended, or (iii) a "public utility" within the meaning of the
Federal Power Act, as amended.

         8N. PERMITS AND OTHER OPERATING RIGHTS. The Company and each Subsidiary
of the Company has all such valid and sufficient certificates of convenience and
necessity, franchises, licenses, permits, operating rights and other
authorizations from federal, state, foreign, regional, municipal and other local
regulatory bodies or administrative agencies or other governmental bodies having
jurisdiction over the Company or any Subsidiary of the Company or any of its
Properties, as are necessary for the ownership, operation and maintenance of its
businesses and Properties, as presently conducted and as proposed to be
conducted while the Notes are outstanding, subject to exceptions and
deficiencies which, individually or in the aggregate, would not reasonably be
expected to materially adversely affect the business and operations of the
Company, any Subsidiary of the Company or any material part thereof, and such
certificates of convenience and necessity, franchises, licenses, permits,
operating rights and other authorizations from federal, state, foreign,
regional, municipal and other local regulatory bodies or administrative agencies
or other governmental bodies having jurisdiction over the Company, any
Subsidiary of the Company or any of its Properties are free from restrictions or
conditions which, individually or in the aggregate, would reasonably be expected
to be materially adverse to the business or operations of the Company and its
Subsidiaries and neither the Company nor any Subsidiary of the Company is in
violation of any restriction or condition thereof in any material respect.

         8O. YEAR 2000 COMPLIANCE. The Company and its Subsidiaries have begun
to conduct an analysis of, and have begun to develop a compliance program with
respect to, the effect of Year 2000 upon the key software, tradeware,
telecommunications, physical plant and automated processes of the Company and
its Subsidiaries and upon the key customers and suppliers of the Company and its
Subsidiaries. The Company anticipates that such compliance program will be
completed on a timely basis and that the impact of Year 2000 on the Company, its
Subsidiaries and the key customers and suppliers of the Company and its
Subsidiaries should not be such as to materially adversely affect the business,
financial condition or operation of the business and its Subsidiaries, taken as
a whole.

                                       22



<PAGE>

         8P. DISCLOSURE. Neither this Agreement nor any other document,
certificate or written statement furnished to any Purchaser by or on behalf of
the Company in connection herewith, including, without limitation, the
Memorandum, taken as a whole, contains any untrue statement of a material fact
or omits to state a material fact necessary in order to make the statements
contained herein and therein not misleading. There is no fact or facts peculiar
to the Company or any of its Subsidiaries which materially adversely affects or
in the future may (so far as the Company can now reasonably foresee),
individually or in the aggregate, reasonably be expected to materially adversely
affect the business, property or assets, or financial condition of the Company
and its Subsidiaries and which has not been set forth in this Agreement or in
the other documents, certificates and statements furnished to each Purchaser by
or on behalf of the Company prior to the date hereof in connection with the
transactions contemplated hereby. The financial projections delivered to the
Purchasers are made in good faith and based on reasonable assumptions. The
copies of the Related Agreements and all documents and instruments delivered
thereunder, including the evidence that the merger of Cenex into the Company has
been consummated in accordance with the Transaction Agreement, delivered by the
Company to the special counsel for the Purchasers are true and complete copies
of the Related Agreements and such documents and instruments delivered
thereunder are now in full force and effect. The Company has received the
proceeds of the initial advances under the Senior Revolving Credit Agreement and
the proceeds of the term loan under the Senior Term Loan Agreement.

         9. REPRESENTATIONS OF EACH PURCHASER. Each Purchaser represents as
follows:

         9A. NATURE OF PURCHASE. Such Purchaser is not acquiring the Notes to be
purchased by it hereunder with a view to or for sale in connection with any
distribution thereof within the meaning of the Securities Act, provided that the
disposition of such Purchaser's property shall at all times be and remain within
its control. Such Purchaser will not sell or otherwise transfer the Notes to be
purchased by it hereunder in violation of the Securities Act.

         9B. SOURCE OF FUNDS. At least one of the following statements is an
accurate representation as to each source of funds (a "SOURCE") to be used by
such Purchaser to pay the purchase price of the Notes to be purchased by such
Purchaser hereunder:

                  (a) The Source being used by such Purchaser to pay the
         purchase price of the Notes being purchased by such Purchaser hereunder
         constitutes assets: (i) allocated to the "insurance company general
         account" of such Purchaser (as such term is defined under Section V of
         the United States Department of Labor's Prohibited Transaction Class
         Exemption "TCE" 95-60), and as of the date of the purchase of the Notes
         such Purchaser satisfies all of the applicable requirements for relief
         under Section I and IV of PTCE 95-60, (ii) allocated to a separate
         account maintained by such Purchaser in which no employee benefit plan,
         other than employee benefit plans identified on a list which has been
         furnished by such Purchaser to the Company, participates to the extent
         of 10% or more, or (iii) of an 

                                       23



<PAGE>

         investment fund, the assets of which do not include assets of any
         employee benefit plan within the meaning of ERISA; or

                  (b) The Source is either (i) an insurance company pooled
         separate account, within the meaning of Prohibited Transaction
         Exemption ("PTE") 90-1 (issued January 29, 1990), or (ii) a bank
         collective investment fund, within the meaning of the PTE 91-38 (issued
         July 12, 1991) and, except as such Purchaser has disclosed to the
         Company in writing pursuant to this paragraph (b), no employee benefit
         plan or group of plans maintained by the same employer or employee
         organization beneficially owns more than 10% of all assets allocated to
         such pooled separate account or collective investment fund; or

                  (c) The Source constitutes assets of an "investment fund"
         (within the meaning of Part V of the QPAM Exemption) managed by a
         "qualified professional asset manager" or "QPAM" (within the meaning of
         Part V of the QPAM Exemption), no employee benefit plan's assets that
         are included in such investment fund, when combined with the assets of
         all other employee benefit plans established or maintained by the same
         employer or by an affiliate (within the meaning of Section V(c)(1) of
         the QPAM Exemption) of such employer or by the same employee
         organization and managed by such QPAM, exceed 20% of the total client
         assets managed by such QPAM, the conditions of Part I(c) and (g) of the
         QPAM Exemption are satisfied, neither the QPAM nor a person controlling
         or controlled by the QPAM (applying the definition of "control" in
         Section V(e) of the QPAM Exemption) owns a 5% or more interest in the
         Company and (i) the identity of such QPAM and (ii) the names of all
         employee benefit plans whose assets are included in such investment
         fund have been disclosed to the Company in writing pursuant to this
         paragraph (c); or

                  (d) The Source is a governmental plan; or

                  (e) The Source is one or more employee benefit plans, or a
         separate account or trust fund comprised of one or more employee
         benefit plans, each of which has been identified to the Company in
         writing pursuant to this paragraph (e); or

                  (f) The Source does not include assets of any employee benefit
         plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms "EMPLOYEE BENEFIT PLAN", "GOVERNMENTAL
PLAN", "PARTY IN INTEREST" and "SEPARATE ACCOUNT" shall have the respective
meanings assigned to such terms in Section 3 of ERISA.

         10. DEFINITIONS. For the purpose of this Agreement, the terms defined
in the introductory sentence and in paragraphs 1 through 9, inclusive, shall
have the respective meanings specified therein, and the following terms shall
have the meanings specified with respect thereto below:

         10A. YIELD-MAINTENANCE TERMS.

                                       24


<PAGE>

                  "BUSINESS DAY" shall mean any day other than a Saturday, a 
Sunday or a day on which commercial banks in New York City are required or
authorized to be closed.

                  "CALLED PRINCIPAL" shall mean, with respect to any Note, the
principal of such Note that is to be prepaid pursuant to paragraph 4B or is
declared to be immediately due and payable pursuant to paragraph 7A, as the
context requires.

                  "DISCOUNTED VALUE" shall mean, with respect to the Called
Principal of any Note, the amount obtained by discounting all Remaining
Scheduled Payments with respect to such Called Principal from their respective
scheduled due dates to the Settlement Date with respect to such Called
Principal, in accordance with accepted financial practice and at a discount
factor (as converted to reflect the same periodic basis on which interest on the
Notes is payable, if payable other than on a semi-annual basis) equal to the
Reinvestment Yield with respect to such Called Principal.

                  "REINVESTMENT YIELD" shall mean, with respect to the Called
Principal of any Note, 0.50% over the yield to maturity implied by (i) the
yields reported, as of 10:00 a.m. (New York City time) on the Business Day next
preceding the Settlement Date with respect to such Called Principal, on the
display designated as "Page 678" on the Dow Jones Markets, Inc. services
(Telerate) (or such other display as may replace Page 678 on the Dow Jones
Markets, Inc. services (Telerate)) for actively traded U.S. Treasury securities
having a maturity equal to the Remaining Average Life of such Called Principal
as of such Settlement Date, or if such yields shall not be reported as of such
time or the yields reported as of such time shall not be ascertainable, (ii) the
Treasury Constant Maturity Series yields reported, for the latest day for which
such yields shall have been so reported as of the Business Day next preceding
the Settlement Date with respect to such Called Principal, in Federal Reserve
Statistical Release H.15 (519) (or any comparable successor publication) for
actively traded U.S. Treasury securities having a constant maturity equal to the
Remaining Average Life of such Called Principal as of such Settlement Date. Such
implied yield shall be determined, if necessary, by (a) converting U.S. Treasury
bill quotations to bond-equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between yields reported for various
maturities.

                  "REMAINING AVERAGE LIFE" shall mean, with respect to the
Called Principal of any Note, the number of years (calculated to the nearest
one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the
sum of the products obtained by multiplying (a) each Remaining Scheduled Payment
of such Called Principal (but not of interest thereon) by (b) the number of
years (calculated to the nearest one-twelfth year) which will elapse between the
Settlement Date with respect to such Called Principal and the scheduled due date
of such Remaining Scheduled Payment.

                  "REMAINING SCHEDULED PAYMENTS" shall mean, with respect to the
Called Principal of any Note, all payments of such Called Principal and interest
thereon that would be due on or after the Settlement Date with respect to such
Called Principal if no payment of such Called Principal were made prior to its
scheduled due date.

                                       25



<PAGE>

                  "SETTLEMENT DATE" shall mean, with respect to the Called
Principal of any Note, the date on which such Called Principal is to be prepaid
pursuant to paragraph 4B or is declared to be immediately due and payable
pursuant to paragraph 7A, as the context requires.

                  "YIELD-MAINTENANCE AMOUNT" shall mean, with respect to any
Note, an amount equal to the excess, if any, of the Discounted Value of the
Called Principal of such Note over the sum of (i) such Called Principal plus
(ii) interest accrued thereon as of (including interest due on) the Settlement
Date with respect to such Called Principal. The Yield-Maintenance Amount shall
in no event be less than zero.

         10B.     OTHER TERMS.

                  "AFFILIATE" shall mean any Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with, the
Company, except a Subsidiary of the Company. A Person shall be deemed to control
a corporation or other entity if such Person possesses, directly or indirectly,
the power to direct or cause the direction of the management and policies of
such corporation or entity, whether through the ownership of voting securities,
by contract or otherwise.

                  "BANKRUPTCY LAW" shall have the meaning specified in clause 
(viii) of paragraph 7A.

                  "CAPITALIZED LEASE" shall mean any lease the obligations under
which constitute Capitalized Lease Obligations.

                  "CAPITALIZED LEASE OBLIGATION" shall mean any rental
obligation which, under generally accepted accounting principles, would be
required to be capitalized on the books of the Company or any Subsidiary of the
Company, taken at the amount thereof accounted for as indebtedness (net of
interest expense) in accordance with such principles.

                  "CENEX" shall have the meaning given in the first paragraph of
this Agreement.

                  "CHANGE OF CONTROL" shall mean any Person or Persons acting in
concert, together with the Affiliates thereof, directly or indirectly
controlling or owning (beneficially or otherwise) in the aggregate more than 50%
of the aggregate voting power of the issued and outstanding Voting Interests of
the Company.

                  "CODE" shall mean the Internal Revenue Code of 1986, as 
amended.

                  "CONSOLIDATED CASH FLOW" for any period shall mean the sum of
(i) earnings before income taxes of the Company and its Subsidiaries for such
period, determined on a consolidated basis in accordance with generally accepted
accounting principles, plus (ii) the amounts that have been deducted in the
determination of such earnings before income taxes for such period for (a)
interest expense, (b) depreciation, and (c) amortization, minus (iii) the
amounts that have been 

                                       26


<PAGE>

included in the determination of such earnings before income taxes for such
period for (a) one-time gains, (b) extraordinary income, (c) non-cash patronage
income, and (d) non-cash equity earnings in joint ventures.

                  "CONSOLIDATED NET WORTH" as of any date shall mean members'
equity of the Company and its Subsidiaries as of such date, determined on a
consolidated basis in accordance with generally accepted accounting principles.

                  "CONSOLIDATED TANGIBLE NET WORTH" as of any date shall mean
Consolidated Net Worth as of such date, less any goodwill or other intangible
assets but, adding back in the minority interests in Subsidiaries of the
Company.

                  "CONSOLIDATED TOTAL ASSETS" as of any date shall mean the
total assets of the Company and its Subsidiaries as of such date, determined on
a consolidated basis in accordance with generally accepted accounting
principles.

                  "DEBT" shall mean, with respect to any Person (i) all
obligations of such Person for borrowed money (including all obligations for
borrowed money secured by any Lien with respect to any Property owned by such
Person whether or not such Person has assumed or otherwise become liable for
such obligations), (ii) all obligations of such Person for the deferred purchase
price of property acquired by such Person (excluding accounts payable arising in
the ordinary course of business but including all liabilities created or arising
under any conditional sale or other title retention agreement with respect to
such property), (iii) all Capital Lease Obligations of such Person and (iv) all
Guarantees of such Person with respect to liabilities of the type described in
clause (i), (ii) or (iii) of any other Person, provided that (a) Debt of a
Subsidiary of the Company shall exclude such obligations and Guarantees of such
Subsidiary if owed or guaranteed by a Subsidiary to the Company or a
Wholly-Owned Subsidiary of the Company, (b) Debt of the Company shall exclude
such obligations and Guarantees if owed or guaranteed by the Company to a
Wholly-Owned Subsidiary of the Company and (c) Debt of the Company shall exclude
any unfunded obligations which may exist now and in the future in the Company's
pension plans.

                  "DISPOSITION VALUE" shall mean, with respect to the Transfer 
of any Property:

                  (i) in the case of Property that does not constitute capital
         stock of or other ownership interests in any Subsidiary of the Company,
         the book value thereof, valued at the time of such Transfer in good
         faith by the board of directors of the Company, and

                  (ii) in the case of Property that constitutes capital stock of
         or other ownership interests in any Subsidiary of the Company, an
         amount equal to that percentage of book value of the assets of the
         Subsidiary that issued such capital stock or other ownership interests
         as is equal to the percentage that the book value that such capital
         stock or other ownership interests represents of the book value of all
         of the outstanding capital stock of or other ownership interests in
         such Subsidiary (assuming, in making such calculations, that all

                                       27


<PAGE>

         securities convertible into such capital stock or other ownership
         interests are so converted and giving full effect to all transactions
         that would occur or be required in connection with such conversion),
         determined at the time of such Transfer in good faith by the board of
         directors of the Company.

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

                  "ERISA AFFILIATE" shall mean any corporation which is a member
of the same controlled group of corporations as the Company within the meaning
of section 414(b) of the Code, or any trade or business which is under common
control with the Company within the meaning of section 414(c) of the Code.

                  "EVENT OF DEFAULT" shall mean any of the events specified in
paragraph 7A, provided that there has been satisfied any requirement in
connection with such event for the giving of notice, or the lapse of time, or
the happening of any further condition, event or act, and "DEFAULT" shall mean
any of such events, whether or not any such requirement has been satisfied.

                  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended.

                  "FUNDED DEBT" shall mean, with respect to any Person, all Debt
which would, in accordance with generally accepted accounting principles, be
required to be classified as a long term liability on the books of such Person,
and shall include, without limitation (i) any Debt which by its terms or by the
terms of any instrument or agreement relating thereto matures, or which is
otherwise payable or unpaid, more than one year from the date of creation
thereof, (ii) any Debt outstanding under a revolving credit or similar agreement
providing for borrowings (and renewals and extensions thereof) which would, in
accordance with generally accepted accounting principles, be required to be
classified as a long term liability of such Person, (iii) any Capital Lease
Obligation of such Person, and (iv) any Guarantee of such Person with respect to
Funded Debt of another Person. Notwithstanding anything to the contrary
contained herein, any Debt outstanding under a revolving credit or similar
agreement providing for borrowings where no amount of such Debt is outstanding
for a period of 30 consecutive days during each 12 month period (and which has
not been refinanced with other Debt which does not constitute Funded Debt) will
not be deemed to constitute Funded Debt.

                  "GUARANTEE" shall mean, with respect to any Person, any direct
or indirect liability, contingent or otherwise, of such Person with respect to
any Debt, lease, dividend or other obligation of another, including, without
limitation, any such obligation directly or indirectly guaranteed, endorsed
(otherwise than for collection or deposit in the ordinary course of business) or
discounted or sold with recourse by such Person, or in respect of which such
Person is otherwise directly or indirectly liable, including, without
limitation, any such obligation in effect guaranteed by such Person through any
agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire
such obligation or any security therefor, or to provide funds for the payment or
discharge of 

                                       28



<PAGE>

such obligation (whether in the form of loans, advances, stock purchases,
capital contributions or otherwise), or to maintain the solvency or any balance
sheet or other financial condition of the obligor of such obligation, or to make
payment for any products, materials or supplies or for any transportation or
services regardless of the non-delivery or non-furnishing thereof, in any such
case if the purpose or intent of such agreement is to provide assurance that
such obligation will be paid or discharged, or that any agreements relating
thereto will be complied with, or that the holders of such obligation will be
protected against loss in respect thereof. The amount of any Guarantee shall be
equal to the outstanding principal amount of the obligation guaranteed or such
lesser amount to which the maximum exposure of the guarantor shall have been
specifically limited.

                  "LIEN" shall mean any mortgage, pledge, security interest,
encumbrance, lien (statutory or otherwise) or charge of any kind (including any
agreement to give any of the foregoing, any conditional sale or other title
retention agreement, any lease in the nature thereof, and the filing of or
agreement to give any financing statement under the Uniform Commercial Code of
any jurisdiction), any interest or title of any lessor under a Capital Lease, or
any other type of preferential arrangement for the purpose, or having the
effect, of protecting a creditor against loss or securing the payment or
performance of an obligation.

                  "MEMORANDUM" shall mean the Company's "Confidential Direct
Placement Memorandum", dated April, 1998, relating to the Notes, provided by or
on behalf of the Company to the Purchasers.

                  "MULTIEMPLOYER PLAN" shall mean any Plan which is a
"multiemployer plan" (as such term is defined in section 4001(a)(3) of ERISA).

                  "NET PROCEEDS AMOUNT" shall mean, with respect to any Transfer
of any Property by any Person, an amount equal to the difference of (i) the
aggregate amount of the consideration (valued at the fair market value of such
consideration at the time of the consummation of such Transfer) received by such
Person in respect of such Transfer, minus (ii) all ordinary and reasonable
out-of-pocket costs and expenses actually incurred by such Person in connection
with such Transfer.

                  "NOTES" shall have the meaning given in paragraph 1 hereof.

                  "OFFICER'S CERTIFICATE" shall mean a certificate signed in the
name of the Company by its President, one of its Vice Presidents or its
Treasurer.

                  "PERSON" shall mean and include an individual, a partnership,
a joint venture, a corporation, a trust, a limited liability company, an
unincorporated organization and a government or any department or agency
thereof.

                  "PLAN" shall mean any "employee pension benefit plan" (as such
term is defined in section 3 of ERISA) which is or has been established or
maintained, or to which contributions are or have been made, by the Company or
any ERISA Affiliate.

                                       29


<PAGE>

                  "PRIORITY DEBT" shall mean (i) all Debt of the Company or any
Subsidiary of the Company secured by a Lien (other than Debt secured only by
Liens permitted under clauses (i) through (viii) of paragraph 6D hereof), and
(ii) all Funded Debt of the Subsidiaries of the Company.

                  "PROPERTY" shall mean any interest in any kind of property or
asset, whether real, personal or mixed, tangible or intangible.

                  "QPAM EXEMPTION" shall mean Prohibited Transaction Class
Exemption 84-14 issued by the United States Department of Labor.

                  "RELATED AGREEMENTS" shall mean the Senior Revolving Credit 
Agreement, the Senior Term Loan Agreement and the Transaction Agreement.

                  "RESPONSIBLE OFFICER" shall mean the chief executive officer,
chief operating officer, chief financial officer or chief accounting officer of
the Company or any other officer of the Company involved principally in its
financial administration or its controllership function.

                  "REQUIRED HOLDER(S)" shall mean the holder or holders of at
least a majority of the aggregate principal amount of the Notes from time to
time outstanding.

                  "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.

                  "SENIOR REVOLVING CREDIT AGREEMENT" shall mean the Credit
Agreement (Revolving Loan), dated as of June 1, 1998, among the Company, CoBank,
ACB, St. Paul Bank for Cooperatives and the other lenders parties thereto,
providing for a $600,000,000 unsecured revolving credit facility to the Company.

                  "SENIOR TERM LOAN AGREEMENT" shall mean the Credit Agreement
(Term Loan), dated as of June 1, 1998, among the Company, CoBank, ACB, St. Paul
Bank for Cooperatives and the other lenders parties thereto, providing for a
$200,000,000 unsecured term loan due 2009 to the Company.

                  "SIGNIFICANT HOLDER" shall mean (i) each Purchaser and its
affiliates, so long as such Purchaser or its affiliates shall hold (or be
committed under this Agreement to purchase) any Note, (ii) any other holder of
at least 1% of the aggregate principal amount of the Notes from time to time
outstanding, or (iii) any bank, trust company, savings and loan association or
other financial institution, any pension plan, any investment company, any
insurance company, any broker or dealer, or any other similar financial
institution or entity, regardless of legal form.

                  "SUBSIDIARY" shall mean with respect to any Person any other
Person greater than 50% of the total combined voting power of all classes of
Voting Interests of which shall, at the time as of which any determination is
being made, be owned by such first Person either directly or through other
Subsidiaries of such first Person.

                                       30



<PAGE>

                  "TRANSACTION AGREEMENT" shall mean the Transaction Agreement,
dated January 29, 1998, between Cenex and the Company providing for the merger
of Cenex into the Company.

                  "TRANSFER" shall have the meaning given in paragraph 6F 
hereof.

                  "TRANSFEREE" shall mean any direct or indirect transferee of
all or any part of any Note purchased by any Purchaser under this Agreement.

                  "VOTING INTERESTS" shall mean (a) with respect to any stock
corporation, any shares of stock of such corporation whose holders are entitled
under ordinary circumstances to vote for the election of directors of such
corporation or persons performing similar functions (irrespective of whether at
the time stock of any other class or classes shall have or might have voting
power by reason of the happening of any contingency), and (b) with respect to
the Company or any other entity, membership or other ownership interests in the
Company or such other entity whose holders are entitled under ordinary
circumstances to vote for the election of the directors of the Company or such
other entity or persons performing similar functions (irrespective of whether at
the time membership or other ownership interests of any other class or classes
shall have or might have voting power by reasoning of the happening of any
contingency).

                  "WHOLLY-OWNED SUBSIDIARY" shall mean any Subsidiary of the
Company all of the outstanding capital stock or other ownership interests of
every class of which is owned by the Company or another Wholly-Owned Subsidiary.

         10C. ACCOUNTING PRINCIPLES, TERMS AND DETERMINATIONS. All references in
this Agreement to "generally accepted accounting principles" shall be deemed to
refer to generally accepted accounting principles in effect in the United States
at the time of application thereof. Unless otherwise specified herein, all
accounting terms used herein shall be interpreted, all determinations with
respect to accounting matters hereunder shall be made, and all unaudited
financial statements and certificates and reports as to financial matters
required to be furnished hereunder shall be prepared, in accordance with
generally accepted accounting principles, applied on a basis consistent with the
most recent audited consolidated financial statements of the Company and its
Subsidiaries delivered pursuant to clause (ii) of paragraph 5A or, if no such
statements have been so delivered, the most recent audited financial statements
referred to in clause (i) of paragraph 8B.

         11. MISCELLANEOUS.

         11A. NOTE PAYMENTS. The Company agrees that, so long as any Purchaser
shall hold any Note, it will make payments of principal of, interest on and any
Yield-Maintenance Amount payable with respect to such Note, which comply with
the terms of this Agreement, by wire transfer of immediately available funds for
credit (not later than 12:00 noon, New York City time, on the date due) to such
Purchaser's account or accounts as specified in the

                                       31


<PAGE>

Purchaser Schedule attached hereto, or such other account or accounts in the
United States as such Purchaser may designate in writing, notwithstanding any
contrary provision herein or in any Note with respect to the place of payment.
Each Purchaser agrees that, before disposing of any Note, such Purchaser will
make a notation thereon (or on a schedule attached thereto) of all principal
payments previously made thereon and of the date to which interest thereon has
been paid. The Company agrees to afford the benefits of this paragraph 11A to
any Transferee which shall have made the same agreement as each Purchaser has
made in this paragraph 11A.

         11B. EXPENSES. The Company agrees, whether or not the transactions
contemplated hereby shall be consummated, to pay, and save each Purchaser and
any Transferee harmless against liability for the payment of, all out-of-pocket
expenses arising in connection with such transactions, including (i) all
document production and duplication charges and the fees and expenses of any
special counsel engaged by such Purchaser or such Transferee in connection with
this Agreement, the transactions contemplated hereby and any subsequent proposed
modification of, or proposed consent under, this Agreement, whether or not such
proposed modification shall be effected or such proposed consent granted, and
(ii) the costs and expenses, including attorneys' fees, incurred by such
Purchaser or such Transferee in enforcing (or determining whether or how to
enforce) any rights under this Agreement or the Notes or in responding to any
subpoena or other legal process or informal investigative demand issued in
connection with this Agreement or the transactions contemplated hereby or by
reason of such Purchaser's or such Transferee's having acquired any Note,
including without limitation costs and expenses incurred in any bankruptcy case
and (iii) all costs and expenses, including without limitation reasonable
attorneys' fees, of obtaining a Private Placement Number from the CUSIP Service
Bureau of Standard and Poor's Ratings Group with respect to the Notes. The
obligations of the Company under this paragraph 11B shall survive the transfer
of any Note or portion thereof or interest therein by any Purchaser or any
Transferee and the payment of any Note.

                                       32



<PAGE>

         11C. CONSENT TO AMENDMENTS.

         11C(1). REQUIRED CONSENT. This Agreement may be amended, and the
Company may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, if the Company shall obtain the written consent
to such amendment, action or omission to act, of the Required Holder(s) except
that, without the written consent of the holder or holders of all Notes at the
time outstanding, no amendment to this Agreement shall change the maturity of
any Note, or change the principal of, or the rate or time of payment of interest
on or any Yield-Maintenance Amount payable with respect to any Note, or affect
the time, amount or allocation of any prepayments, or change the proportion of
the principal amount of the Notes required with respect to any consent,
amendment, waiver or declaration. Each holder of any Note at the time or
thereafter outstanding shall be bound by any consent authorized by this
paragraph 11C, whether or not such Note shall have been marked to indicate such
consent, but any Notes issued thereafter may bear a notation referring to any
such consent. No course of dealing between the Company and the holder of any
Note nor any delay in exercising any rights hereunder or under any Note shall
operate as a waiver of any rights of any holder of such Note. As used herein and
in the Notes, the term "this Agreement" and references thereto shall mean this
Agreement as it may from time to time be amended or supplemented.

         11C(2). SOLICITATION OF HOLDERS OF NOTES.

                  (a) The Company will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof or of the Notes. The Company will deliver executed or true and correct
copies of each amendment, waiver or consent effected pursuant to the provisions
of this paragraph 11C to each holder of outstanding Notes promptly following the
date on which it is executed and delivered by, or receives the consent or
approval of, the requisite holders of Notes.

                  (b) The Company will not directly or indirectly pay or cause
to be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant inducement to the entering into by any
holder of Notes or any waiver or amendment of any of the terms and provisions
hereof unless such remuneration is concurrently paid, or security is
concurrently granted, on the same terms, ratably to each holder of Notes then
outstanding even if such holder did not consent to such waiver or amendment.

         11D. FORM, REGISTRATION, TRANSFER AND EXCHANGE OF NOTES; LOST NOTES.
The Notes are issuable as registered notes without coupons in denominations of
at least $100,000, except as may be necessary to reflect any principal amount
not evenly divisible by $100,000. The Company shall keep at its principal office
a register in which the Company shall provide for the registration of Notes and
of transfers

                                       33


<PAGE>

of Notes. Upon surrender for registration of transfer of any Note at the
principal office of the Company, the Company shall, at its expense, execute and
deliver one or more new Notes of like tenor and of a like aggregate principal
amount, registered in the name of such transferee or transferees. At the option
of the holder of any Note, such Note may be exchanged for other Notes of like
tenor and of any authorized denominations, of a like aggregate principal amount,
upon surrender of the Note to be exchanged at the principal office of the
Company. Whenever any Notes are so surrendered for exchange, the Company shall,
at its expense, execute and deliver the Notes which the holder making the
exchange is entitled to receive. Every Note surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer duly executed, by the holder of such Note or such
holder's attorney duly authorized in writing. Any Note or Notes issued in
exchange for any Note or upon transfer thereof shall carry the rights to unpaid
interest and interest to accrue which were carried by the Note so exchanged or
transferred, so that neither gain nor loss of interest shall result from any
such transfer or exchange. Upon receipt of written notice from the holder of any
Note of the loss, theft, destruction or mutilation of such Note and, in the case
of any such loss, theft or destruction, upon receipt of such holder's unsecured
indemnity agreement, or in the case of any such mutilation upon surrender and
cancellation of such Note, the Company will make and deliver a new Note, of like
tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

         11E. PERSONS DEEMED OWNERS; PARTICIPATIONS. Prior to due presentment
for registration of transfer, the Company may treat the Person in whose name any
Note is registered as the owner and holder of such Note for the purpose of
receiving payment of principal of, interest on and any Yield-Maintenance Amount
payable with respect to such Note and for all other purposes whatsoever, whether
or not such Note shall be overdue, and the Company shall not be affected by
notice to the contrary. Subject to the preceding sentence, the holder of any
Note may from time to time grant participations in such Note to any Person on
such terms and conditions as may be determined by such holder in its sole and
absolute discretion, provided that any such participation shall be in a
principal amount of at least $100,000.

         11F. ADDITIONAL SERIES OF NOTES.

         11F(1). PROVISION FOR ADDITIONAL SERIES OF NOTES. The Company may, from
time to time, issue and sell additional series of its unsecured promissory notes
(each additional series being designated by the next succeeding letter of the
alphabet following designation of the immediately preceding series) to one or
more additional purchasers (which may include one of the Purchasers if such
Purchaser shall in its sole discretion consent thereto) and may, in connection
with the documentation of such additional series, incorporate by reference all
of or certain of the provisions of this Agreement; provided, however, that such
incorporation by reference shall not dilute or otherwise affect the relative
priority or other rights of the holders of the Notes hereunder or any subsequent
series of notes, including, without limitation, the percentages of the Notes
required to approve an amendment to this Agreement or to effect a waiver
pursuant to paragraph 11C hereof or the percentages of the Notes required to
accelerate the maturity of the Notes or to rescind such an acceleration of the
maturity of the Notes

                                       34


<PAGE>

pursuant to paragraphs 7A or 7B hereof. This paragraph 11F does not in any
manner obligate any Purchaser or the holders of the Notes to purchase or agree
to purchase additional series of the Company's unsecured promissory notes now or
at any time in the future. FOR ALL PURPOSES OF THIS AGREEMENT, ANY ADDITIONAL
SERIES OF THE COMPANY'S UNSECURED PROMISSORY NOTES WHICH MAY HEREAFTER BE ISSUED
SHALL NOT CONSTITUTE "NOTES" AS USED HEREIN.

         11F(2). CONDITIONS TO ADDITIONAL SERIES OF NOTES. The Company may (but
shall not be required to) at any time, or from time to time, offer to any holder
of the Notes an opportunity to purchase additional promissory notes. No holder
of the Notes shall have any obligation to make any such additional purchase, and
may reject such offers at its sole discretion.

         11G. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All
representations and warranties contained herein or made in writing by or on
behalf of the Company in connection herewith shall survive the execution and
delivery of this Agreement and the Notes, the transfer by any Purchaser of any
Note or portion thereof or interest therein and the payment of any Note, and may
be relied upon by any Transferee, regardless of any investigation made at any
time by or on behalf of any Purchaser or any Transferee. Subject to the
preceding sentence, this Agreement and the Notes embody the entire agreement and
understanding between the Purchasers and the Company and supersede all prior
agreements and understandings relating to the subject matter hereof.

         11H. SUCCESSORS AND ASSIGNS. All covenants and other agreements in this
Agreement contained by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the parties
hereto (including, without limitation, any Transferee) whether so expressed or
not.

         11I. INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given
independent effect so that if a particular action or condition is prohibited by
any one of such covenants, the fact that it would be permitted by an exception
to, or otherwise be in compliance with the limitations of, another covenant
shall not avoid (i) the occurrence of a Default or Event of Default if such
action is taken or such condition exists or (ii) in any way prejudice an attempt
by the holder of any Note to prohibit through equitable action or otherwise the
taking of any action by the Company or any Subsidiary which would result in a
Default or Event of Default.

         11J. NOTICES. All written communications provided for hereunder shall
be sent by first class mail or nationwide overnight delivery service (with
charges prepaid) and (i) if to any Purchaser, addressed to such Purchaser at the
address specified for such communications in the Purchaser Schedule attached
hereto, or at such other address as such Purchaser shall have specified to the
Company in writing, (ii) if to any other holder of any Note, addressed to such
other holder at such address as such other holder shall have specified to the
Company in writing or, if any such other

                                       35



<PAGE>

holder shall not have so specified an address to the Company, then addressed to
such other holder in care of the last holder of such Note which shall have so
specified an address to the Company, and (iii) if to the Company, addressed to
it at 5500 Cenex Drive, Inver Grove Heights, MN 55077, Attention: Vice
President-Finance with a copy to the attention of the General Counsel, or at
such other address as the Company shall have specified to the holder of each
Note in writing; provided, however, that any such communication to the Company
may also, at the option of the holder of any Note, be delivered by any other
means either to the Company at its address specified above or to any officer of
the Company.

         11K. PAYMENTS DUE ON NON-BUSINESS DAYS. Anything in this Agreement or
the Notes to the contrary notwithstanding, any payment of principal of or
Yield-Maintenance Amount or interest on any Note that is due on a date other
than a Business Day shall be made on the next succeeding Business Day without
including the additional days elapsed in the computation of the interest payable
on such next succeeding Business Day.

         11L. SATISFACTION REQUIREMENT. If any agreement, certificate or other
writing, or any action taken or to be taken, is by the terms of this Agreement
required to be satisfactory to any Purchaser or to the Required Holder(s), the
determination of such satisfaction shall be made by such Purchaser or the
Required Holder(s), as the case may be, in the sole and exclusive judgment
(exercised in good faith) of the Person or Persons making such determination.

         11M. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF
THE STATE OF ILLINOIS.

         11N. SEVERABILITY. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         11O. DESCRIPTIVE HEADINGS. The descriptive headings of the several
paragraphs of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.

         11P. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one instrument.

         11Q. SEVERALTY OF OBLIGATIONS. The sales of Notes to the Purchasers are
to be several sales, and the obligations of the Purchasers under this Agreement
are

                                       36



<PAGE>

several obligations. Except as provided in paragraph 3I, no failure by any
Purchaser to perform its obligations under this Agreement shall relieve any
other Purchaser or the Company of any of its obligations hereunder, and no
Purchaser shall be responsible for the obligations of, or any action taken or
omitted by, any other Purchaser hereunder.


                            [SIGNATURE PAGE FOLLOWS]

                                       37


<PAGE>



         If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterparts of this letter and return the same to
the Company, whereupon this letter shall become a binding agreement among the
Company and the Purchasers.

                                    Very truly yours,

                                    CENEX HARVEST STATES COOPERATIVES



                                    By: /s/ T. F. Baker
                                        ----------------------------------------
                                        Title: Executive Vice President - 
                                        Finance & Administration

The foregoing Agreement is 
hereby accepted as of the 
date first above written.


THE PRUDENTIAL INSURANCE COMPANY
 OF AMERICA



By:  /s/ P. Scott von Fischer
     --------------------------------
     Vice President


<PAGE>


THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY

By:  Advantus Capital Management, Inc.



By:  /s/ John Lirich
     --------------------------------
     Title: Vice President
            -------------------------


PIONEER MUTUAL LIFE INSURANCE COMPANY

By:  Advantus Capital Management, Inc.



By:  /s/ John Lirich
     --------------------------------
     Title: Vice President
            -------------------------


MUTUAL TRUST LIFE INSURANCE COMPANY

By:  Advantus Capital Management, Inc.



By:  /s/ John Lirich
     --------------------------------
     Title: Vice President
            -------------------------


GUARANTEE RESERVE LIFE INSURANCE COMPANY

By:  Advantus Capital Management, Inc.



By:  /s/ John Lirich
     --------------------------------
     Title: Vice President
            -------------------------

<PAGE>


THE CATHOLIC AID ASSOCIATION

By:  Advantus Capital Management, Inc.



By:  /s/ Steven M. Lande
     ---------------------------------
     Title: Vice President
            --------------------------


NATIONAL TRAVELERS LIFE COMPANY

By:  Advantus Capital Management, Inc.



By:  /s/ Steven M. Lande
     ---------------------------------
     Title: Vice President
            --------------------------


UNITY MUTUAL LIFE INSURANCE COMPANY

By:  Advantus Capital Management, Inc.



By:  /s/ Steven M. Lande
     ---------------------------------
     Title: Vice President
            --------------------------


THE BALTIMORE LIFE INSURANCE COMPANY

By:  Advantus Capital Management, Inc.



By:  /s/ Steven M. Lande
     ---------------------------------
     Title: Vice President
            --------------------------

<PAGE>


MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY



By:  /s/ Michael L. Klofas
     ---------------------------------
     Title: Managing Director
            --------------------------

<PAGE>


THE GUARDIAN LIFE INSURANCE
  COMPANY OF AMERICA



By:  /s/ Thomas M. Dauwhue
     ---------------------------------
     Title: Vice President
            --------------------------

<PAGE>


UNITED OF OMAHA LIFE INSURANCE COMPANY



By:  /s/ Edwin H. Garrison Jr.
     ---------------------------------
     Title: First Vice President
            --------------------------


MUTUAL OF OMAHA INSURANCE COMPANY



By:  /s/ Edwin H. Garrison Jr.
     ---------------------------------
     Title: First Vice President
            --------------------------


COMPANION LIFE INSURANCE COMPANY



By:  /s/ Edwin H. Garrison Jr.
     ---------------------------------
     Title: First Vice President
            --------------------------


By:  /s/ Jeffry F. Sailer
     ---------------------------------
     Title: Assistant Treasurer
            --------------------------

<PAGE>


KNIGHTS OF COLUMBUS



By:  /s/ Robert J. Lane
     ----------------------------------
     Title: Assistant Supreme Secretary
            ---------------------------

<PAGE>


KEYPORT LIFE INSURANCE COMPANY



By:  Stein, Roe and Farnham Incorporated,
       as agent


By:  /s/ Richard A. Hegwood
     ----------------------------------
         Title: Senior Vice President
                -----------------------

<PAGE>


MODERN WOODMEN OF AMERICA



By:  /s/ G. E. Stoefen
     ----------------------------------
     Title: Director, Treasurer &
            Investment Manager
            ---------------------------

<PAGE>


TMG LIFE INSURANCE COMPANY



By:  /s/ Constance L. Keller
     -----------------------------------
     Title: Director, Private Placements
            ----------------------------
            The Mutual Group (U.S.), Inc.


By:  /s/ Michael J. Steppe
     ----------------------------------
         Title: Senior Vice President
                -----------------------

<PAGE>


PROVIDENT MUTUAL LIFE INSURANCE COMPANY



By:  /s/ J. Kath
     -----------------------------------
     Title: Vice President
            ----------------------------


PROVIDENTMUTUAL LIFE AND ANNUITY
COMPANY OF AMERICA



By:  /s/ J. Kath
     -----------------------------------
     Title: Vice President
            ----------------------------

<PAGE>


AMERITAS LIFE INSURANCE CORP.

By:  Ameritas Investment Advisors, Inc., as Agent


     /s/ Patrick J. Henry
By:  ---------------------------------
     Patrick J. Henry
     Vice President - Fixed Income Securities

<PAGE>


INDIANAPOLIS LIFE INSURANCE COMPANY



By:  /s/ Kent A. Deeter
     -----------------------------------
     Title: Portfolio Manager
            ----------------------------

<PAGE>


THE SECURITY MUTUAL LIFE INSURANCE
  COMPANY OF LINCOLN, NEBRASKA



By:  /s/ Kevin W. Hammond
     -----------------------------------
     Title: Vice President
            Chief Investment Officer
            ----------------------------

<PAGE>


WOODMEN ACCIDENT AND LIFE COMPANY



By:  /s/ Al M. McCray
     -----------------------------------
     Title: Senior Director, Securities
            Investment and Assistant
            Treasurer
            ----------------------------

<PAGE>


                               PURCHASER SCHEDULE

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA            $92,000,000   $80,000,000
                                                                     $12,000,000
(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Account No. 890-0304-391 (in the case of
            payments on account of the Note 
            originally issued in the principal 
            amount of $80,000,000)

      Account No. 890-0304-944 (in the case of 
            payments on account of the Note
            originally  issued in the principal
            amount of $12,000,000)

      The Bank of New York
      New York, New York
      (ABA No.: 021-000-018)

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, Security No.
      !INV5998!" (in case of payments on account of
      the Note originally issued in the principal
      amount of $80,000,000) or Security No.
      "!INV5999!" (in case of payments on account of
      the Note originally issued in the principal
      amount of $12,000,000), and the due date and
      application (as among principal, interest and
      Yield-Maintenance Amount) of the payment being
      made.

(2)   Address for all notices relating to payments:

      The Prudential Insurance Company
        of America
      c/o Prudential Capital Group
      Gateway Center Three
      100 Mulberry Street
      Newark, New Jersey 07102-4077


<PAGE>


      Attention:  Manager, Investment
        Operations Group
      Telephone: (973) 802-5260
      Telecopier: (973) 802-8055

(3)   Address for all other communications and
      notices:

      The Prudential Insurance Company
        of America
      c/o Prudential Capital Group
      Two Prudential Plaza, Suite 5600
      Chicago, Illinois 60601

      Attention: Managing Director
      Telephone: (312) 540-0931
      Telecopier: (312) 540-4222

(4)   Recipient of telephonic prepayment notices:

      Manager, Investment Structuring and Pricing
      Telephone: (973) 802-7398
      Telecopier: (973) 802-9425

(5)   Tax Identification No.:  22-1211670


<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY            $22,000,000   $22,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      U.S. Bank Trust N.A.
      Minneapolis, Minnesota
      ABA #091000022
      BNF The Minnesota Mutual Life Insurance 
       Company
      Account No. 1801-10-00600-4

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      The Minnesota Mutual Life Insurance Company
      400 Robert Street North
      St. Paul, Minnesota 55101

      Attention: Advantus Capital Management, Inc.
      Telecopier: (612) 223-5959

(3)   Tax Identification No.: 41-0417830



<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

PIONEER MUTUAL LIFE INSURANCE COMPANY                  $ 1,000,000   $ 1,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      The Bank of New York
      ABA #021-000-018

      For credit to: 
            Pioneer Mutual Life Insurance Company/
            NCT &Co. Fargo
            Account No. 270576

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments 
      and all other communications and notices:

      Pioneer Mutual Life Insurance Company
      c/o Advantus Capital Management, Inc.
      400 Robert Street North
      St. Paul, MN 55101

      Attention: Client Administrator

(3)   Tax Identification No.: 45-0220640

(4)   Notes to be registered in nominee name, if any:

      Polly & Co.


<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

MUTUAL TRUST LIFE INSURANCE COMPANY                    $ 1,000,000   $ 1,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      The Northern Chgo/Trust
      ABA #071-000-152

      For credit to:  Account No.: 5186041000

      For further credit to: 
            Mutual Trust Life Insurance Company
            Account No.: 26-00621
            Attention: Income Collections

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      Mutual Trust Life Insurance Company
      c/o Advantus Capital Management, Inc.
      400 Robert Street North
      St. Paul, MN 55101

      Attention: Client Administrator

(3)   Tax Identification No.: 36-1516780

(4)   Notes to be registered in nominee name, if any:

      ELL & Co.


<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

GUARANTEE RESERVE LIFE INSURANCE COMPANY               $ 1,000,000   $ 1,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Mercantile National Bank of Indiana
      Hammond, IN
      ABA #071-912-813

      For credit to: 
            Guarantee Reserve Life Insurance Company
            Attention: Trust Department, Geneva DeVine
            Account No. 287000

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      Guarantee Reserve Life Insurance Company
      c/o Advantus Capital Management, Inc.
      400 Robert Street North
      St. Paul, MN 55101

      Attention: Client Administrator

(3)   Tax Identification No.: 35-0815760

(4)   Notes to be registered in nominee name, if any:

      Gant & Co.


<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

CATHOLIC AID ASSOCIATION (THE)                         $ 1,000,000   $ 1,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      U.S. Bank, N.A.
      Minneapolis, MN
      ABA #091-000-022

      For credit to: 
            U.S. Bank Trust, N.A.
            Account Number: 180121167365, TSU: 050

      For further credit to: 
            Catholic Aid Association (The)
            Account Number: 12614950
            Attn: Doug O'Ryan (612) 244-5958

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      Catholic Aid Association (The)
      c/o Advantus Capital Management, Inc.
      400 Robert Street North
      St. Paul, MN 55101

      Attention: Client Administrator

(3)   Tax Identification No.: 41-0182070

(4)   Notes to be registered in nominee name, if any:

      Var & Co.


<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

NATIONAL TRAVELERS LIFE COMPANY                        $ 1,000,000   $ 1,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      U.S. Bank, N.A.
      Minneapolis, MN
      ABA #091-000-022

      For credit to: 
            U.S. Bank Trust, N.A.
            Account No.: 180121167365, TSU: 47300050

      For further credit to:  
            National Travelers Life Company
            Account No.: 12609110
            Attn: Doug O'Ryan (612) 244-5958

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments 
      and all other communications and notices:

      National Travelers Life Company
      c/o Advantus Capital Management, Inc.
      400 Robert Street North
      St. Paul, MN 55101

      Attention: Client Administrator

(3)   Tax Identification No.: 42-0432940

(4)   Notes to be registered in nominee name, if any:

      Var & Co.


<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

UNITY MUTUAL LIFE INSURANCE COMPANY                    $ 1,000,000   $ 1,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Chase NYC
      ABA #021-000-021

      For credit to: 
            Chase Rochester
            DDA# 0000400044
            Attention: Ms. Roni Norkus (716) 258-7784

      For further credit to: 
            Unity Mutual Life Insurance Company -
            MIMLIC - 611002310

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      Unity Mutual Life Insurance Company
      c/o Advantus Capital Management, Inc.
      400 Robert Street North
      St. Paul, MN 55101

      Attention: Client Administrator

(3)   Tax Identification No.: 15-0475585

(4)   Notes to be registered in nominee name, if any:

      Trulin & Co


<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

THE BALTIMORE LIFE INSURANCE COMPANY                   $ 2,000,000   $ 2,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      NationsBank
      Baltimore, MD
      ABA #052-001-633

      For credit to: 
            The Baltimore Life Insurance Company
            Account Number 200-060-084-1

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      Baltimore Life Insurance Company (The)
      c/o Advantus Capital Management, Inc.
      400 Robert Street North
      St. Paul, MN 55101

      Attention: Client Administrator

(3)   Tax Identification No.: 52-0236900




<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY            $25,000,000   $17,500,000
                                                                      $5,000,000
                                                                      $2,500,000
(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      (a)  In the case of payments on account of 
           the Note originally issued in the 
           principal amount of $17,500,000

           Citibank, N.A.
           111 Wall Street
           New York, NY  10043
           ABA No. 021000089
           For MassMutual Long Term Pool
           Account No. 4067-3488

      (b)  In the case of payments on account of
           the Note originally issued in the 
           principal amount of $5,000,000

           Chase Manhattan Bank, N.A.
           4 Chase MetroTech Center
           New York, NY  10081
           ABA No. 021000021
           For MassMutual Pension Management
           Account No. 910-2594018

      (c)  In the case of payments on account of 
           the Note originally issued in the
           principal amount of $2,500,000

           Chase Manhattan Bank, N.A.
           4 Chase MetroTech Center
           New York, NY  10081
           ABA No. 021000021
           For Segment 47 - Guaranteed Investment
             Contract
           Account No. 910-2-742781

      In each case with telephone advice of payment 
      to the Securities Custody and Collection 
      Department of Massachusetts Mutual Life 
      Insurance Company at (413) 744-3878



<PAGE>


      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments:

      Massachusetts Mutual Life Insurance Company
      1295 State Street
      Springfield, MA 01111

      Attention: Securities Custody and Collection
      Department F 381

(3)   Address for all other communications and notices:

      Massachusetts Mutual Life Insurance Company
      1295 State Street
      Springfield, MA 01111

      Attention: Securities Investment Division
      Thomas Li, Managing Director

(4)   Recipient of telephonic prepayment notices:

      Securities Custody and Collection Department
      Telephone: (413) 744-3878

(5)   Tax Identification No.: 04-1590850


<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

THE GUARDIAN LIFE INSURANCE COMPANY 
   OF AMERICA                                          $20,000,000   $20,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      The Chase Manhattan Bank
      FED ABA #021000021
      CHASE/NYC/CTR/BNF
      A/C 900-9-000200
      Reference to A/C #G05978 The Guardian

      Each such wire transfer shall set forth the
      name of the Company, "6.81% Senior Notes due
      June 19, 2013, PPN 15131# A A 4", and the
      due date and application (as among
      principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments:

      The Guardian Life Insurance Company
        of America
      Attn: Investment Accounting M-IA
      201 Park Avenue South
      New York, NY 10003

      Telecopier:  (212) 677-9023

(3)   Address for all other communications and 
      notices:

      The Guardian Life Insurance Company
        of America
      201 Park Avenue South
      New York, NY   10003

      Attention:   Raymond J. Henry
                   Investment Department 7B
      Telecopier:  (212) 777-6715

(4)   Tax Identification No.: 13-6022143

(5)   Notes to be registered in nominee name, if any:



<PAGE>

      CUDD & CO.


<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

UNITED OF OMAHA LIFE INSURANCE COMPANY                 $ 7,000,000   $ 7,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Chase Manhattan Bank
      ABA #021000021
      Private Income Processing

      For credit to:
      United of Omaha Life Insurance Company
      Account # 900-9000200
      a/c: G07097

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments,
      corporate actions and reorganization
      notifications:

      The Chase Manhattan Bank
      4 New York Plaza - 13th Floor
      New York, NY 10004
      Attention.: Income Processing - J. Pipperato
      a/c: G07097

(3)   Address for all other communications and
      notices:

      4 - Investment Loan Administration
      United of Omaha Life Insurance Company
      Mutual of Omaha Plaza
      Omaha, NE 68175-1011

(4)   Tax Identification No.: 47-0322111


<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

MUTUAL OF OMAHA INSURANCE COMPANY                      $ 3,000,000   $ 3,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Chase Manhattan Bank
      ABA #021000021
      Private Income Processing

      For credit to:
      Mutual of Omaha Insurance Company
      Account #900-9000200
      a/c G07096

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments,
      corporate actions and reorganization
      notifications:

      The Chase Manhattan Bank
      4 New York Plaza - 13th Floor
      New York, NY 10004
      Attn: Income Processing - J. Pipperato
      a/c: G07096

(3)   Address for all other communications and
      notices:

      4 - Investment Loan Administration
      Mutual of Omaha Insurance Company
      Mutual of Omaha Plaza
      Omaha, NE 68175-1011

(4)   Tax Identification No.: 47-0246511



<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

COMPANION LIFE INSURANCE COMPANY                       $ 2,000,000   $ 2,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Companion Life Insurance Company
      c/o The Bank of New York
      ABA #021000018
      Acct. #111566 Income Collection
      Attention: P & I Department

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments:

      Companion Life Insurance Company
      Attention: Investment Securities Accounting
      Mutual of Omaha Plaza
      Omaha, Nebraska 68175

      with duplicate notice to:

      Companion Life Insurance Company
      Attention: Financial Division
      401 Theodore Fremd Avenue
      Rye, New York 10580-1493

(3)   Address for all other communications and
       notices:

      Companion Life Insurance Company
      Attention: Investment Division
      Mutual of Omaha Plaza
      Omaha, Nebraska 68175



<PAGE>


      with duplicate notice to:

      Companion Life Insurance Company
      Attention: Financial Division
      401 Theodore Fremd Avenue
      Rye, New York 10580-1493

(4)   Tax Identification No.: 13-6062916

(5)   Notes to be registered in nominee name, if any:

      HARE & CO.




<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

KNIGHTS OF COLUMBUS                                    $10,000,000   $10,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Bank of New York (ABA #021-000-018)
      One Wall Street
      New York, New York 10286

      For credit to:
      Knights of Columbus General Account
      Account #8900300825

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments:

      Knights of Columbus
      P.O. Box 2016
      New Haven, Connecticut 06521-2016

      Attention: Accounting Department

(3)   Address for all other communications and
      notices:

      Knights of Columbus
      One Columbus Plaza
      New Haven, Connecticut 06510-3326

      Attention:  Investment Department
      Telecopier: (203) 772-0037

(4)   Tax Identification No.: 06-0416470



<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

KEYPORT LIFE INSURANCE COMPANY                         $10,000,000   $10,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Federal Reserve Bank of Boston
      011001234/BOS SAFE DEP
      DDA 125261

      Attention: MBS Income CC: 1253
      For: Keyport #KEYF0005002

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      written confirmation of each such payment,
      and all other communications and notices:

      Keyport Life Insurance Company
      c/o Stein Roe & Farnham Incorporated
      1 South Wacker Drive
      Chicago, Illinois 60606

      Attention: Private Placements

(3)   Tax Identification No.: 05-0302931

(4)   Notes to be registered in nominee name, if any:

      BOST & CO.


<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

MODERN WOODMEN OF AMERICA                              $ 7,000,000   $ 7,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      The Northern Trust Company
      50 South LaSalle Street
      Chicago, IL 60675
      ABA No. 071-000-152
      Account Name: Modern Woodmen of America
      Account No. 84352

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments:

      Modern Woodmen of America
      Attn.: Investment Accounting Department
      1701 First Avenue
      Rock Island, IL 61201

(3)   Address for all other communications and
      notices:

      Modern Woodmen of America
      Attn.: Investment Department
      1701 First Avenue
      Rock Island, IL 61201

(4)   Tax Identification No.: 36-1493430


<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

TMG LIFE INSURANCE COMPANY                             $ 5,000,000   $ 5,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Norwest Bank Minnesota, N.A.
      ABA# 091000019
      BNF A/C: 0840245
      BNF: Trust Clearing Account
      REF: ATTN: Income Collections
      TRUST ACCOUNT: 13075700

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments:

      TMG Life Insurance Company
      c/o The Mutual Group (U.S.), Inc.
      401 North Executive Drive, Suite 300
      Brookfield, WI 53008-0503

      Attention: Tamie Greenwood
      Telephone: (414) 641-4027
      Telecopier: (414) 641-4055

(3)   Address for all other communications and
      notices:

      TMG Life Insurance Company
      c/o The Mutual Group (U.S.), Inc.
      401 North Executive Drive, Suite 300
      Brookfield, WI 53008-0503

      Telephone: (414) 641-4027
      Telecopier: (414) 641-4055

(4)   Tax Identification No.: 45-0208990


<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

PROVIDENT MUTUAL LIFE INSURANCE COMPANY                $ 4,000,000   $ 4,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      PNC Bank
      Broad and Chestnut Streets
      Philadelphia, PA 19101
      ABA# 031-000-053

      for credit to
      Provident Mutual Life Insurance Company
      Account # 85-4084-2176

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      Provident Mutual Life Insurance Company
      1205 Westlakes Drive
      Berwyn, PA 19312-2405
      Attention: Treasurer

(3)   Tax Identification No.: 23-099-045-0



<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

PROVIDENTMUTUAL LIFE AND ANNUITY COMPANY
OF AMERICA                                             $ 1,000,000   $ 1,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      PNC Bank
      Broad and Chestnut Streets
      Philadelphia, PA 19101
      ABA# 031-000-053

      for credit to
      Providentmutual Life and Annuity
      Company of America
      Account # 85-5075-4911

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      Providentmutual Life and Annuity Company 
        of America
      1205 Westlakes Drive
      Berwyn, PA 19312-2405
      Attention: Treasurer

(3)   Tax Identification No.: 23-161-908-2



<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

AMERITAS LIFE INSURANCE CORP.                          $ 3,000,000   $ 3,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      U.S. Bank
      ABA# 104-000-029
      Ameritas Life Insurance Corp.
      Acct# 1-494-0070-0188

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and written confirmations of wire transfers:

      Ameritas Life Insurance Corp.
      5900 "O" Street
      Lincoln, NE 68510-2234

      Attention: James Mikus
      Telecopier: (402) 467-6970

(3)   Address for all other communications and notices:

      Ameritas Life Insurance Corp.
      5900 "O" Street
      Lincoln, NE 68510-2234

      Attention: James Mikus

(4)   Tax Identification No.: 47-0098400



<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

INDIANAPOLIS LIFE INSURANCE COMPANY                    $ 3,000,000   $ 3,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      The Bank of New York
      New York, New York 10286
      BNF: I0C 566
      ABA #021000018
      For credit to: 
            Indianapolis Life Insurance Company
            Account #177862

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments:

      Indianapolis Life Insurance Company/#177862
      c/o The Bank of New York
      Attn: P&I Department
      P.O. Box 19266
      Newark, New Jersey 07195

(3)   Address for all other communications and
      notices:

      Indianapolis Life Insurance Company
      2960 N. Meridian Street
      Indianapolis, Indiana 46208
      Attention: Securities Department
      Fax: (317) 927-3363

(4)   Tax Identification No.: 35-0413330


<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

THE SECURITY MUTUAL LIFE INSURANCE
COMPANY OF LINCOLN, NEBRASKA                           $ 2,000,000   $ 2,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds at the opening of
      business on the due date, for credit to:

      National Bank of Commerce
      13th and O Street
      Lincoln, NE
      ABA No. 1040-00045

      Account of: Security Mutual Life
      Account of: 40-797-624

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and written confirmation of such wire
      transfers:

      The Security Mutual Life Insurance
        Company of Lincoln, Nebraska
      200 Centennial Mall North
      Lincoln, NE 68508
      Attention: Investment Division
      Fax: (402-434-9599)
      Phone: (402-434-9500)

(3)   Address for all other communications and
      notices:

      The Security Mutual Insurance
        Company of Lincoln, Nebraska
      200 Centennial Mall North
      Lincoln, NE 68508

(4)   Tax Identification No.: 47-0293990


<PAGE>


                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

WOODMEN ACCIDENT AND LIFE COMPANY                      $ 1,000,000   $ 1,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      US Bank
      13 and M Streets
      Lincoln, Nebraska 68508
      ABA #1040 000 29

      for credit to
      Woodmen Accident and Life Company's
      General Fund
      Account No.  1-494-0092-9092

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131# 
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments,
      including written conformation of each such
      payment, and all other communications and
      notices:

      Woodmen Accident and Life Company
      P.O. Box 82288
      Lincoln, Nebraska 68501
      Attention: Securities Division

      PROVIDED, HOWEVER, all notices and
      communication delivered by overnight courier
      shall be addressed as follows:

      Woodmen Accident and Life Company
      1526 K Street
      Lincoln, Nebraska  68508
      Attention: Securities Division

(4)   Tax Identification No.: 47-0339220




<PAGE>


                                                                       EXHIBIT A


                                 [FORM OF NOTE]

                        CENEX HARVEST STATES COOPERATIVES

                  6.81% SERIES A SENIOR NOTE DUE JUNE 19, 2013


No. _____                                                                 [Date]
$________                                                       PPN 15131# A A 4


         FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES,
a nonstock agricultural cooperative corporation organized under the laws of the
State of Minnesota (herein called the "Company"), hereby promises to pay to
___________________________________, or registered assigns, the principal sum of
_________________________ DOLLARS on June 19, 2013, with interest (computed on
the basis of a 360-day year--30-day month) (a) on the unpaid balance thereof at
the rate of 6.81% per annum from the date hereof, payable semiannually on the
19th day of June and December in each year, commencing with the June 19 or
December 19 next succeeding the date hereof, until the principal hereof shall
have become due and payable, and (b) on any overdue payment (including any
overdue prepayment) of principal, any overdue payment of interest and any
overdue payment of any Yield-Maintenance Amount (as defined in the Note
Agreement referred to below), payable semiannually as aforesaid (or, at the
option of the registered holder hereof, on demand), at a rate per annum from
time to time equal to the greater of (i) 8.81% or (ii) 2.0% over the rate of
interest publicly announced by Morgan Guaranty Trust Company of New York from
time to time in New York City as its Prime Rate.

         Payments of principal of, interest on and any Yield-Maintenance Amount
payable with respect to this Note are to be made at the main office of The Bank
of New York in New York City or at such other place as the holder hereof shall
designate to the Company in writing, in lawful money of the United States of
America.

         This Note is one of a series of Series A Senior Notes (herein called
the "Notes") issued pursuant to a Note Agreement, dated as of June 19, 1998
(herein called the "Agreement"), among the Company and the original purchasers
of the Notes named in the Purchaser Schedule attached thereto and is entitled to
the benefits thereof.

         This Note is a registered Note and, as provided in the Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder's attorney duly authorized in writing,

                                      A-1

<PAGE>


a new Note for a like principal amount will be issued to, and registered in the
name of, the transferee. Prior to due presentment for registration of transfer,
the Company may treat the person in whose name this Note is registered as the
owner hereof for the purpose of receiving payment and for all other purposes,
and the Company shall not be affected by any notice to the contrary.

         The Company agrees to make required prepayments of principal on the
dates and in the amounts specified in the Agreement. This Note is also subject
to optional prepayment, in whole or from time to time in part, on the terms
specified in the Agreement.

         In case an Event of Default, as defined in the Agreement, shall occur
and be continuing, the principal of this Note may be declared or otherwise
become due and payable in the manner and with the effect provided in the
Agreement.

         THIS NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF ILLINOIS AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF SUCH STATE.

                                             CENEX HARVEST STATES COOPERATIVES



                                             By:
                                                 -------------------------------
                                                 Title:
                                                         -----------------------

                                      A-2