EXHIBIT 10.28

                              EMPLOYMENT AGREEMENT

         This Employment Agreement is made effective as of June 1st, 1999
between Cenex Harvest States Cooperatives, a Minnesota cooperative corporation
(together with all affiliates, the "Company") and Noel Estenson, who is
presently the Chief Executive Officer of the Company, ("Executive").

         WHEREAS;

         A.       Executive is the principal officer of the Company and an
                  integral part of its management.

         B.       The Company is contemplating the possible full consolidation
                  of its business with the business of Farmland Industries, Inc.
                  ("Farmland") through a merger or other similar transaction
                  (the "Consolidation") and desires to assure both itself and
                  Executive of continuity in the event of the Consolidation.

         C.       This Employment Agreement is intended to provide to Executive
                  either a severance benefit in the event that his employment
                  terminates under certain circumstances, as described herein,
                  prior to December 31, 2000 or a transaction incentive payment
                  if the Company successfully completes the Consolidation on or
                  before December 31, 2000.

         NOW THEREFORE, it is hereby agreed by and between the parties as
follows:

         1.       Employment. The Company hereby employs Executive and Executive
                  hereby accepts employment with the Company, subject to the
                  terms and conditions hereinafter provided.

         2.       Term. The employment of Executive hereunder will be for the
                  period commencing on the effective date of this Agreement and
                  ending on December 31, 2000, provided, however, that either
                  party may terminate the employment relationship prior to the
                  expiration date as hereinafter provided. In the event of the
                  Consolidation, Executive hereby agrees to tender his written
                  resignation effective December 31, 2000.

         3.       Position, Duties, Responsibilities. Executive shall be
                  employed as the Chief Executive Officer or, in the event of
                  the Consolidation, may be employed as a co-Chief Executive
                  Officer of the Consolidated Company. Executive shall exercise
                  such authority and perform such duties and services,
                  consistent with such position, as may be assigned to him from
                  time to time by the Board of Directors (the "Board").

         4.       Devotion of Time and Best Efforts. Except for vacations and
                  absences due to temporary illness, Executive shall devote his
                  full time, best efforts and undivided


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                  attention and energies during his employment to the
                  performance of his duties and to advance the Company's
                  interests, as determined by the Board. During his employment,
                  Executive shall not, without the prior approval of the Board
                  be engaged in any other business activity which conflicts with
                  the duties of Executive hereunder, whether or not such
                  business activity is pursued for gain, profit or other
                  pecuniary advantage.

         5.       Early Termination.

                  a.       Death. Executive's employment shall terminate upon
                           Executive's death.

                  b.       Termination by the Company.

                           (1)      Without Cause. The Company, by action of the
                                    Board, may terminate Executive's employment,
                                    at any time and for any reason whatsoever,
                                    without cause, effective upon delivery of
                                    written notice of termination to Executive.

                           (2)      For Cause. The Company, by action of the
                                    Board, may terminate the Executive's
                                    employment at any time for Cause, effective
                                    upon delivery of written notice of
                                    termination to Executive. If such
                                    termination by the Company is asserted to be
                                    for Cause, such termination notice shall
                                    state the grounds that the Board claims
                                    constitute Cause.

                                    As used herein, "Cause" shall mean (a)
                                    willful misconduct by Executive which is
                                    damaging or detrimental to the business and
                                    affairs of the Company, monetarily or
                                    otherwise, as determined by the Board in the
                                    exercise of its good faith business
                                    judgment; (b) a material breach of this
                                    Agreement by Executive, (c) chronic
                                    alcoholism or any other form of substance
                                    addiction on the part of Executive, (d) the
                                    commission by Executive of any act involving
                                    fraud or dishonesty or moral turpitude, (e)
                                    the indictment for, being bound over for
                                    trial following a preliminary hearing, or
                                    the conviction of Executive of any felony in
                                    either a state or federal court proceeding,
                                    or (f) willful refusal to implement policies
                                    promulgated by the Board.

                           (3)      Disability. The Company, by action of the
                                    Board, may terminate the Executive's
                                    employment if Executive sustains a
                                    disability which is serious enough that
                                    Executive is not able to perform the
                                    essential functions of Executive's job, with
                                    reasonable accommodations, as defined and
                                    required by applicable state and federal
                                    disability laws. Executive shall be presumed
                                    to have such a disability for purpose of
                                    this Agreement if Executive qualifies,
                                    because of illness or


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                                    incapacity, to begin receiving disability
                                    income insurance payments under the
                                    long-term disability income insurance policy
                                    that Company maintains for the benefit of
                                    Executive. If there is no such policy in
                                    effect at the date of Executive's potential
                                    disability, or if Executive does not qualify
                                    for such payments, Executive shall
                                    nevertheless be presumed to have such a
                                    disability if Executive is substantially
                                    incapable of performing Executive's duties
                                    for a period of more than twelve (12) weeks.

                  c.       Termination by Executive.

                           (1)      Voluntary Resignation. Executive may
                                    terminate the Employment Period and
                                    Executive's employment at any time and for
                                    any reason whatsoever, effective upon
                                    delivery of written notice of termination to
                                    the Company.

                           (2)      Good Reason Resignation. Executive may
                                    terminate the Employment Period and
                                    Executive's employment at any time for Good
                                    Reason, effective upon delivery of written
                                    notice of termination to the Company. If
                                    such termination by Executive is asserted to
                                    be for "Good Reason", such termination
                                    notice shall state the grounds that
                                    Executive claims constitute Good Reason. As
                                    used herein, "Good Reason" shall mean a
                                    material breach of this Agreement by the
                                    Company. A demotion such that Executive does
                                    not serve as the Chief Executive Officer, or
                                    Co-Chief Executive Officer of the Company
                                    shall constitute "Good Reason".

         6.       Compensation.

                  a.       Base Salary. During his employment, the Company shall
                           pay Executive an initial "Base Salary" at the rate of
                           Five Hundred Twenty Thousand Dollars ($520,000) per
                           year, commencing on the effective date of this
                           Agreement, payable in accordance with the Company's
                           regular payroll practices and policies which are in
                           effect from time to time. The Board shall annually
                           review the amount of Base Salary and shall increase
                           the amount of Base Salary for each year at a rate of
                           not less than four percent (4%) per annum. Any such
                           upward adjustment shall not require a written
                           amendment to this Agreement and shall not affect any
                           other provisions of this Agreement, which shall
                           remain in effect unless changed by a written
                           amendment to this Agreement or terminated by either
                           party as provided herein.

                  b.       Annual Variable and Long-Term Incentive Compensation.
                           During his employment, Executive shall be entitled to
                           receive compensation under the annual Variable
                           Compensation Plan and the Management Long-Term
                           Incentive Plan, payable within the current customary
                           time frame, which is


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                           at least equal to amounts payable pursuant to the
                           terms of the Executive Compensation Plan currently in
                           effect for the Company. In calculating the amount of
                           incentive compensation under the Executive
                           Compensation Plan, it shall be assumed that the
                           Company has met the projected earnings in the Cenex
                           Long Range Business Plan in effect on January 1,
                           1998. In the event that either of these plans is
                           discontinued or amended effective during his
                           employment, and the amount of variable compensation
                           due Executive under the replacement or amended plans
                           is less than Executive would have received under the
                           current plans, the Executive shall be entitled to
                           receive the amount of variable compensation that
                           would have been payable under the current plans.

         7.       Benefit Plans.

                  a.       General. During the Employment Period, Executive
                           shall be eligible to participate in all executive
                           compensation and employee benefit plans or programs
                           generally applicable to senior management employees
                           of the Company pursuant to the terms and conditions
                           of such plans and programs. Nothing contained in this
                           Agreement shall preclude the Company from terminating
                           or amending any such plan or program.

                  b.       Qualified Plans. Executive shall be entitled to
                           Company contributions and benefits with respect to
                           Base Salary under the Company's qualified pension
                           plans determined in the same manner as for other
                           participants in those plans, subject to any
                           contribution or benefit limitations. However, if such
                           plans as in effect on the date of execution of this
                           Agreement are modified in a manner, which will reduce
                           future benefits under those plans for Executive,
                           then, as a means to make up for those reductions, the
                           Company shall establish a new nonqualified plan or
                           amend an existing nonqualified plan which shall
                           provide for any lost benefits under the Company's
                           pension plan.

                  c.       Nonqualified Plans.

                           (1)      Deferred Compensation Plan. Executive shall
                                    continue to be eligible to participate in
                                    the Deferred Compensation Plan. If this plan
                                    should be amended or terminated prior to the
                                    end of the Employment Period, the terms of
                                    the plan will be maintained with respect to
                                    Executive, unless Executive agrees to accept
                                    the modified provisions of a revised plan or
                                    a new plan intended to replace the plan.

                           (2)      Supplemental Executive Retirement Plan.
                                    Executive will be entitled to benefits under
                                    this plan on terms no less favorable than
                                    those set forth in the restatement of the
                                    plan effective January 1, 1997;


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                                    however, if this plan should be amended or
                                    terminated prior to the completion of
                                    payments under it to Executive, the terms of
                                    the plan will be maintained with respect to
                                    Executive, unless Executive agrees to accept
                                    the modified provisions of a revised plan or
                                    a new plan intended to replace that
                                    restatement.

         8.       Post-Termination Payments by the Company.

                  a.       Terminations Without Cause or Resignation for Good
                           Reason. In the event that Executive's employment is
                           terminated prior to December 31, 2000 by the Company
                           without Cause or by Executive for Good Reason, and
                           the Executive signs (and does not rescind, as allowed
                           by law) a Release of Claims in a form satisfactory to
                           the Company which assures, among other things, that
                           Executive will not commence any type of litigation or
                           other claims as a result of the termination, and
                           honors all of Executive's other obligations as
                           required by this Agreement, the Company will continue
                           to pay Executive all of the compensation provided for
                           in Paragraph 6 of this Agreement as if he had
                           remained employed through December 31, 2000. In
                           addition, Executive will be entitled to a Severance
                           Payment ("Severance Pay") in an amount equal to 2.99
                           x Executive's average annual income from the Company
                           included in Executive's gross income for the five
                           calendar years ending December 31, 1999. The
                           Severance Pay shall be paid on or before January 31,
                           2001. In no event will the Severance Pay be of such
                           magnitude as to cause Executive to incur an excise
                           tax, and the Severance shall be reduced in such event
                           to the extent necessary to avoid the incurring of
                           excise tax. Severance Pay shall not be considered as
                           income or compensation in determining Executive's
                           benefits under any non-qualified benefit plan,
                           including the Supplemental Executive Retirement Plan.
                           In no event will Executive be entitled to both a
                           Severance Pay and a Transaction Incentive.

                  b.       Termination For Cause, or Voluntary Resignation. If
                           Executive's employment is terminated prior to
                           December 31, 2000 by the Company for Cause or by
                           Executive as a Voluntary Resignation, Executive shall
                           be entitled only to his rights (a) to receive the
                           unpaid portion of his Base Salary, prorated to the
                           date of termination, (b) to receive reimbursement for
                           any ordinary and reasonable business expenses for
                           which he had not yet been reimbursed, (c) to receive
                           payment for accrued and unused vacation days, (d) to
                           receive his incentive compensation for each full or
                           partial (on a pro rata basis) year during which he
                           was employed, to the extent earned and accrued,
                           pursuant to the terms and conditions of the
                           applicable incentive compensation plan(s), (e) to
                           receive payments under the Company's pension, profit
                           sharing, deferred compensation or other benefit plans
                           in which the Executive has participated, all to the
                           extent and in


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                           accordance with the terms of such plans, and (f) to
                           continue certain health insurance at his expense
                           pursuant to COBRA.

                  c.       Transaction Incentive. If the Company and Farmland
                           complete the Consolidation prior to December 31, 2000
                           and Executive remains actively employed through
                           December 31, 2000, Executive shall become entitled to
                           an incentive payment of 2.99 x his average annual
                           income from the Company includable in Executive's
                           gross income for the five calendar years ending
                           December 31, 1999 (the "Transaction Incentive"). In
                           no event will the Transaction Incentive be of such
                           magnitude as to cause Executive to incur an excise
                           tax, and the Transaction Incentive shall be reduced
                           in such event to the extent necessary to avoid the
                           incurring of excise tax. In the event that
                           Executive's employment is terminated by death or
                           disability after the Consolidation, Executive or
                           Executive's estate shall be paid the full Transaction
                           Incentive. In the event that Executive's employment
                           is terminated by death or disability prior to the
                           Consolidation, Executive, Executive's estate or any
                           beneficiary designated by Executive shall be entitled
                           to a partial Transaction Incentive, prorated for the
                           period of his employment between May 1, 1999 and the
                           closing of the Consolidation. (For example, if
                           Executive is terminated for one of these reasons on
                           November 30, 1999 and the Consolidation occurs on
                           June 1, 2000, Executive or Executive's estate would
                           be entitled to 7/13 of Transaction Incentive.) The
                           Transaction Incentive shall be paid on or before
                           January 31, 2001. The Transaction Incentive shall not
                           be considered as income or compensation in
                           determining Executive's benefits under any
                           non-qualified benefit plan, including the
                           Supplemental Executive Retirement Plan.

         9.       Other Executive Obligations. Executive agrees that the
                  following provisions will apply throughout Executive's period
                  of active or inactive employment, and will continue to apply
                  even if Executive's employment and the Employment Period are
                  terminated under Paragraph 5, regardless of the reason for
                  termination:

                  a.       Nondisclosure of Confidential Information. Except to
                           the extent required in furtherance of the Company's
                           business in connection with matters as to which
                           Executive is involved as an employee, Executive will
                           not, during the term of his employment and for an
                           unlimited period thereafter, directly or indirectly:
                           (1) disclose or furnish to, or discuss with, any
                           other person or entity any confidential information
                           concerning the Company or its business or employees,
                           acquired during the period of his employment by the
                           Company; (2) individually or in conjunction with any
                           other person or entity, employ or cause to be
                           employed, any such confidential information in any
                           way whatsoever or (3) without the written consent of
                           the Company, publish or deliver any copies, abstracts
                           or summaries of any papers, documents, lists, plans,
                           specifications or drawings containing any such
                           confidential information.


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                  b.       Non-Interference. Executive will not, during the term
                           of his employment and for an unlimited period
                           thereafter, directly or indirectly attempt to
                           encourage, induce or otherwise solicit any employee
                           or other person or entity to breach any agreement
                           with the Company or otherwise interfere with the
                           advantageous business relationship of the Company
                           with any person or entity. Executive specifically
                           agrees not to solicit, on Executive's own behalf or
                           on behalf of another, any of the Company's employees
                           to resign from their employment with the Company in
                           order to go to work elsewhere. Executive further
                           specifically agrees not to make any disparaging
                           remarks of any sort or otherwise communicate any
                           disparaging remarks about the Company or any of its
                           members, equity holders, directors, officers or
                           employees, directly or indirectly, to any of the
                           Company's employees, members, equity holders,
                           directors, customers, vendors, competitors, or other
                           people or entities with whom the Company has a
                           business or employment relationship.

                  c.       Non-Competition. Executive agrees that during the
                           term of his employment and thereafter for a period of
                           two (2) years, Executive will not directly or
                           indirectly engage in or carry on a business that is
                           in direct competition with any significant business
                           unit of the Company as conclusively determined by the
                           Board of Directors. Further, Executive agrees that
                           during this same period of time he will not act as an
                           agent, representative, consultant, officer, director,
                           independent contractor or employee of any entity or
                           enterprise that is in direct competition with any
                           significant business unit of the Company as
                           conclusively determined by the Board of Directors.

                  d.       Consulting. Executive agrees to make himself
                           generally available to the Company as needed for
                           consulting, on terms to be separately agreed upon
                           between the parties, through December 31, 2001.

                  e.       Cooperation in Claims. During the term of his
                           employment and for an unlimited period thereafter, at
                           the request of the Company, Executive will cooperate
                           with the Company with respect to any claims or
                           lawsuits by or against the Company where Executive
                           has knowledge of the facts involved in such claims or
                           lawsuits. Executive shall be entitled to reasonable
                           compensation for Executive's time and expense in
                           rendering such cooperation. Further, Executive will
                           decline to voluntarily aid, assist or cooperate with
                           any party who has claims or lawsuits against the
                           Company, or with their attorneys or agents. The
                           Company and Executive both acknowledge, however, that
                           nothing in this paragraph shall prevent Executive
                           from honestly testifying at an administrative
                           hearing, arbitration, deposition or in court, in
                           response to a lawful and properly served subpoena in
                           a proceeding involving the Company.


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                  f.       Remedies. The parties recognize and agree that,
                           because any breach by Executive of the provisions of
                           this Paragraph 9 would result in damages difficult to
                           ascertain, the Company shall be entitled to
                           injunctive and other equitable relief to prevent a
                           breach or threatened breach of the provisions of this
                           Paragraph 9. Accordingly, the parties specifically
                           agree that the Company shall be entitled to temporary
                           and permanent injunctive relief to enforce the
                           provisions of this Paragraph 9, that such relief may
                           be granted without the necessity of proving actual
                           damages. The parties further agree that the right to
                           such relief shall be in lieu of any right to recover
                           money damages for any such breach.

                  g.       Enforceability. Executive agrees that considering
                           Executive's relationship with the Company, and given
                           the terms of this Agreement, the restrictions and
                           remedies set forth in Paragraph 9 are reasonable.
                           Notwithstanding the foregoing, if any of the
                           covenants set forth above shall be held to be invalid
                           or unenforceable, the remaining parts thereof shall
                           nevertheless continue to be valid and enforceable as
                           though the invalid or unenforceable parts have not
                           been included therein. In the event the provisions
                           relating to time periods and/or areas of restriction
                           shall be declared by a court of competent
                           jurisdiction to exceed the maximum time periods or
                           areas of restriction permitted by law, then such time
                           periods and areas of restriction shall be amended to
                           become and shall thereafter be the maximum periods
                           and/or areas of restriction which said court deems
                           reasonable and enforceable. Executive also agrees
                           that the Company's action in not enforcing a
                           particular breach of any part of Paragraph 9 will not
                           prevent the Company from enforcing any other breaches
                           that the Company discovers, and shall not operate as
                           a waiver by the Company against any future
                           enforcement of a breach.

         10.      Notices. Notices hereunder shall be in writing and shall be
                  delivered personally or sent return receipt requested and
                  postage prepaid, addressed as follows:

                           If to Executive:

                                          Noel Estenson
                                          Cenex Harvest States Cooperatives
                                          5500 CENEX Drive
                                          Inver Grove Heights, MN 55077

                           If to the Company:

                                          Chairman of the Board
                                          Cenex Harvest States Cooperatives
                                          5500 CENEX Drive


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                                          Inver Grove Heights, MN 55077

                           With a Copy to:

                                          General Counsel
                                          Cenex Harvest States Cooperatives
                                          5500 CENEX Drive
                                          Inver Grove Heights, MN 55077

         11.      Assignment. This Agreement is personal in its nature and the
                  parties hereto shall not, without the consent of the other,
                  assign or transfer this Agreement or any rights or obligations
                  hereunder; provided, however, that the provisions hereof shall
                  inure to the benefit of, and be binding upon each successor in
                  a change of control of the Company, whether by merger,
                  consolidation, transfer of all or substantially all assets,
                  sale or otherwise (and such successor shall thereafter be
                  deemed the "Company" for purposes of this Agreement).

         12.      Binding Agreement. The provisions of this Agreement shall be
                  binding upon, and shall inure to the benefit of, the
                  respective heirs, legal representatives and successors of the
                  parties hereto.

         13.      Minnesota Law. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of
                  Minnesota, unless otherwise preempted by federal law.

         14.      Captions and Section Headings. Captions and paragraph headings
                  used herein are for convenience only and are not a part of
                  this Agreement and shall not be used in construing it.

         15.      Invalid Provisions. If any provision of this Agreement shall
                  be unlawful, void, or for any reason unenforceable, it shall
                  be deemed severable from, and shall in no way affect the
                  validity or enforceability of, the remaining provisions of
                  this Agreement.

         16.      Waiver of Breach. The failure to enforce at any time any of
                  the provisions of this Agreement, or to require at any time
                  performance by the other party of any of the provisions
                  hereof, shall in no way be construed to be a waiver of such
                  provisions or to affect either the validity of this Agreement
                  or any part hereof or the right of either party thereafter to
                  enforce each and every provision in accordance with the terms
                  of this Agreement.

         17.      Entire Agreement. Except as provided in paragraph 9(d), this
                  Agreement contains the entire agreement between the parties
                  with respect to the subject matter hereof and supersedes all
                  prior and contemporaneous agreements, representations and
                  understandings of the parties with respect thereto. No
                  modification or amendment


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                  of any of the provisions of this Agreement shall be effective
                  unless in writing specifically referring hereto and signed by
                  Executive and a member of the Board upon authorization of the
                  Board to do so.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date set forth above.



EXECUTIVE                                 CENEX HARVEST STATES
                                          COOPERATIVES


By:  /s/ Noel K. Estenson                 By:  /s/ Elroy Webster
    ---------------------------------         ----------------------------------
    Noel K. Estenson                          Office of the Chair


                                          By:  /s/ Gerald Kuster
                                              ----------------------------------
                                              Office of the Chair


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