EXHIBIT 10.32


                                  BENEFIT PLAN
                                  JUNE 9, 1999


Certain management employees are eligible to participate in a plan providing an
opportunity to receive a bonus based on Annual Compensation (base and target
bonus) if the unification of Cenex Harvest States and Farmland takes place prior
to 12/31/00. The plan requires continued employment through the date of
unification. The plan also provides a severance arrangement tied to Annual
Compensation if employment is terminated under certain circumstances, within two
years after the unification.