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The following is an excerpt from a 10-K SEC Filing, filed by CENEX HARVEST STATES COOPERATIVES on 11/22/2000.
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CHS INC - 10-K - 20001122 - EXHIBIT_10

EXHIBIT 10.10

[LOGO] CENEX HARVEST STATES
WE GROW VALUE


CENEX HARVEST STATES COOPERATIVES SHARE OPTION PLAN
HIGHLIGHTS

November, 1998


Printed: 10/30/98

Before electing to participate in the plan, eligible employees or members of the Board of Directors should carefully consider the items set forth under the heading, "What Are The Risks Of Participating?", on page 6 in addition to plan information found elsewhere in this brochure.

The plan is available only to a limited number of key employees and members of the Board of Directors of Cenex Harvest States Cooperatives. These key individuals are selected by the Cenex Harvest States Cooperatives Share Option Plan Committee and only pursuant to the plan and an Option Agreement between Cenex Harvest States Cooperatives and the participating individual. The agreement must contain representations by the participant as to his or her suitability to participate in the plan.

The plan is subject to termination or modification by Cenex Harvest States Cooperatives without notice. Option agreements, in some such cases, may be required to be exercised immediately if the plan termination is in connection with needed compliance with, or changes made to, any applicable federal or state law or regulation. Cenex Harvest States Cooperatives reserves the right, in its sole discretion, to reject any request to participate in the plan.

Options under the plan are subject to the terms and conditions contained in the Option Agreement between Cenex Harvest States Cooperatives and the participant and to the terms of the plan. A copy of the plan document is available on request to the Human Resources Department or Legal Department.

All descriptions herein of the Option Agreement and the Plan are qualified by reference to such documents. No person has been authorized to give any information or to make any representations other than those contained in this brochure in connection with the plan and participation by Cenex Harvest States Cooperatives employees and Board Members, and if given or made, such information or representations must not be relied upon as having been authorized by Cenex Harvest States Cooperatives.

This brochure does not constitute an offer to sell or a solicitation of an offer to buy securities by anyone in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so.

The contents of this brochure are not to be construed as legal, investment or tax advice. Participants should consult their advisors as to legal, investment, tax and related matters concerning participation in the plan.

In making an investment decision, eligible employees and Board members must rely on their own examination of Cenex Harvest States Cooperatives, the investment prospectuses, and the terms of the plan and their option agreements, including the merits and risks involved. Participation in the plan has not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the accuracy of this document. Any representation to the contrary is a criminal offense.


CENEX HARVEST STATES COOPERATIVES
SHARE OPTION PLAN

Here is an overview of the Share Option Plan offered by Cenex Harvest States Cooperatives ("Cenex Harvest States") as well as several questions and answers about the plan. For more information, contact the Human Resources Department or Legal Department.

After being nominated to participate in the Share Option Plan, you can decide:

* whether to participate in the plan

* the amount of bonus, salary, or Board of Directors' fees you want to exchange for option grants under the plan, and

* when to exercise your options and how much taxable income to realize in any year.

The plan provides you with the opportunity to exceed the annual contribution limits set by the Internal Revenue Code for qualified savings plans. In this way, the plan serves many of the same purposes as a deferred compensation plan, but it's structured differently to meet IRS regulations for stock option plans.

Designed to work in conjunction with our broader compensation program, the Share Option Plan lets you exchange your future compensation for options to purchase mutual funds. If you decide to participate in the plan, portions of annual variable pay, other eligible compensation, or Board of Directors' fees will be applied toward options to purchase selected mutual funds.


This brochure is a summary of the Cenex Harvest States Cooperatives Share Option Plan. The rights and benefits of participants and their beneficiaries are determined exclusively by the provisions of the plan and the option agreements issued thereunder.

1


<DERIVED>
WHO IS ELIGIBLE TO      Participation in the Share Option Plan is based on
PARTICIPATE?            selection by Cenex Harvest States Cooperatives Share
                        Option Plan Committee (the "Committee"). Participants
                        are executives and members of the Board of Directors of
                        Cenex Harvest States who are determined to have the
                        capability of making a substantial contribution to the
                        success of Cenex Harvest States. Participation begins on
                        the next January 1, April 1, July 1, or October 1,
                        following selection by the Committee. Participation for
                        former Cenex key employees selected by the Committee
                        begins on or about October 1, 1998. Participation by
                        members of the Board of Directors begins on or about
                        November 1, 1998

                        For plan purposes, "participation" means the time when
                        future salary or annual variable pay exchanges begin.


--------------------------------------------------------------------------------

HOW DOES AN             To understand how an option plan works, you need to be
OPTION WORK?            aware of three key phases:

                        GRANTING OF OPTION. This is the time that you receive
                        the RIGHT to buy an investment at a specific price.

                        EXERCISE OF OPTION. This is the time at which you
                        actually BUY the investment. You determine (within plan
                        limits) when to exercise your option. Once you exercise
                        your option, you own the underlying investment.

                        SALE OF INVESTMENT. At this time, you will LIQUIDATE the
                        investment you previously purchased upon exercise. You
                        choose the timing of the sale.

                        Keep these phases in mind as you review the details of
                        how the Share Option Plan works.

2


<DERIVED>
HOW DOES THE CENEX      The Share Option Plan gives you the opportunity to
HARVEST STATES          exchange compensation for an option. You decide how much
COOPERATIVES SHARE      of your future base salary you wish to exchange for an
OPTION PLAN WORK?       option, up to 30%, or Board of Directors' fees. You may
                        also exchange all or part of your future annual variable
                        pay, if applicable, for an option. By electing not to
                        receive current compensation, you delay taxes on those
                        amounts.

                        You also may indicate a preference for the mutual
                        fund(s) underlying your option. The ultimate choice of
                        funds, however, remains with the Committee. (See page 5
                        and Attachment A for more on investment funds.)

      OPTION PRICING    Any option you elect to receive will be priced at a
                        discount to the current market price of the mutual fund
                        or funds. The dollar value of the discount will equal
                        the dollar value of the compensation you are exchanging.

                        FOR EXAMPLE, IF YOU CHOOSE TO EXCHANGE $75 OF
                        COMPENSATION FOR AN OPTION, YOU WOULD RECEIVE AN OPTION
                        WITH AN UNDERLYING MARKET PRICE OF $100. SO THE AMOUNT
                        YOU WOULD PAY TO PURCHASE THE INVESTMENT (THE EXERCISE
                        PRICE) WOULD BE $25.

    UNDERLYING STOCK    Under the Share Option Plan, the underlying stock will
                        be comprised of shares of selected mutual funds, which
                        are briefly described in Attachment A to this brochure,
                        and described in greater detail in the mutual fund
                        prospectuses. The underlying stock will be automatically
                        increased to account for reinvestment of dividends and
                        distributions with respect to stock. They are rounded to
                        the nearest one-thousandth of a share, and will be added
                        to the underlying stock subject to the option.

      EXERCISE PRICE    Your exercise price will be 25% of the market price of
                        the underlying stock on the date the option is granted.
                        The option's exercise price will remain unchanged.

       PARTICIPATION    When you are nominated to participate in the plan, you
           AGREEMENT    will receive a Participation Agreement. If you choose to
                        participate in the plan, you must indicate the amount of
                        future base compensation or Board of Directors' fees you
                        wish to exchange for an option under the plan. You may
                        also indicate the percentage of any future annual
                        variable pay you wish to exchange, if applicable.
                        Options received in exchange for annual variable pay are
                        granted on the first quarterly grant date after the end
                        of the fiscal year, once Cenex Harvest States has
                        determined the amount of your annual variable pay, if
                        applicable.

3

<DERIVED>
    OPTION AGREEMENT    With each option you are granted, you will receive a
                        written agreement called an Option Agreement. This
                        agreement, which must be signed by both you and a
                        representative of the Committee, will explain the terms
                        and conditions of the grant. In cases where the
                        Committee makes a special award of an option to you for
                        reasons other than your specified exchange of future
                        compensation, you may be required to agree to remain
                        employed for a designated period of time following the
                        grant date.

  GRANTING OF OPTION    Your options will be granted on or about October 15,
                        1998, of the first plan year and quarterly thereafter on
                        or about December 31, March 31, June 30, and September
                        30. The option will reflect actual salary or Board fee
                        exchanges through the end of the calendar quarter of the
                        calendar year for which the agreement was made. Your
                        annual variable pay, if applicable, may also be
                        exchanged for an option. (If applicable, a Participation
                        Agreement regarding the annual variable pay must be
                        filed prior to Cenex Harvest States Cooperatives' fiscal
                        year beginning September 1, and the option which
                        includes these exchanges will be granted once the annual
                        variable pay is determined after the end of that fiscal
                        year.)

HOLDING YOUR OPTIONS    Before exercising your option, you must hold it at least
                        six months after receipt. No advance election is
                        required prior to exercising your option.


--------------------------------------------------------------------------------

WHEN DO I DECIDE        Before the start of each calendar year (or before the
WHETHER TO              start of each fiscal year, in the case of annual
PARTICIPATE?            variable pay), you'll have the opportunity to indicate
                        the amount of salary, Board fees and/or annual variable
                        pay you wish to exchange for an option to purchase
                        shares of selected mutual funds.

                        Before you agree to participate in this plan, carefully
                        read all the information provided. You may wish to
                        consult a tax advisor or financial planner as well.


4

<DERIVED>
WHAT MUTUAL FUNDS       The funds offered under this plan are many of the same
WILL BE OFFERED?        funds offered under the Cenex Harvest States 401(k)
                        plan, which may change from time to time. A description
                        of the current funds available in this plan can be found
                        in Attachment A.

                        Neither Cenex Harvest States nor the Committee can
                        guarantee a specific rate of return, nor can they
                        protect you from the risk of loss.

                        Fund prospectuses are available upon request, and are
                        incorporated by reference into this brochure.


--------------------------------------------------------------------------------

CAN I CHANGE THE        In general, no. Your option must continue to cover the
INVESTMENTS ON          mutual funds selected for you by the Committee unless
WHICH MY OPTIONS        the Committee permits the substitution of securities.
ARE BASED?              Once you exercise your option, however, you may decide
                        to sell the securities and purchase a different
                        investment.


HOW DO I EXERCISE Here's an outline of the steps to follow at the time of MY OPTIONS? exercise:

* determine that you are ready to incur a taxable event (compensation income)

* verify the exercise price

* notify Cenex Harvest States that you want to exercise an option in whole or in part, subject to minimum exercise requirements

* pay the exercise price and any tax withholding owed.


5

<DERIVED>
WHAT ARE THE TAX        Here's an overview of the tax consequences of the Share
CONSEQUENCES AT         Option Plan by looking at four separate events.
EACH PHASE OF
PARTICIPATION?
                        -------------- -----------------------------------------
                            EVENT                   TAX CONSEQUENCE
                        -------------- -----------------------------------------
                        ELECTION TO    At the time you choose to participate,
                        PARTICIPATE    taxes are postponed on the compensation
                                       exchanged. This is true only if the
                                       agreement is filed prior to the service
                                       period in which the compensation is
                                       earned. No tax is due on this date.
                        -------------- -----------------------------------------
                        OPTION         Because you are receiving an option under
                        GRANT          the plan, you do not have income at the
                        DATE           option grant date. No tax is due on the
                                       amount of your exchanged compensation.
                        -------------- -----------------------------------------
                        OPTION         You realize taxable income in the year
                        EXERCISE       you exercise the option. Your taxable
                        DATE           compensation (TAXED AS ORDINARY income)
                                       equals the market price of the security
                                       less the exercise price you pay.
                        -------------- -----------------------------------------
                        SALE OF        If you sell the security after the option
                        PROPERTY       exercise date, you will have capital gain
                                       or loss income. The tax rate for your
                                       gain will depend upon your holding
                                       period. The gain or loss is calculated by
                                       taking the value of the property at sale
                                       less the value of the property on the
                                       option exercise date (SOMETIMES CALLED
                                       THE "SPREAD").
                        -------------- -----------------------------------------


<DERIVED>
WHAT ARE THE RISKS      There are a number of risks to consider before deciding
OF PARTICIPATING?       to participate in the Share Option Plan. You should
                        consider and review all the available information about
                        the mutual funds offered under this plan. The value of
                        your option upon exercise will be determined by the
                        value of the underlying stock. If the value of the
                        underlying stock increases, you will share in that gain.
                        However, Cenex Harvest States does not guarantee a
                        specific rate of return, nor can Cenex Harvest States
                        protect you from the risk of loss.

                        In addition, once your election has been made, there is
                        a market risk that the underlying stock will lose value.

                        There is always a risk of receiving poor financial
                        planning advice or no financial planning advice at all.
                        Cenex Harvest States cannot provide you with such
                        advice. Consider your option in the context of your
                        overall investment portfolio to ensure investment
                        diversity and balance. Contact your financial planner
                        for advice related to your situation before
                        participating in the plan.

6

On or about March 31, July 31, September 30, and December 31, of each calendar year (and on the next option grant date following the determination of your annual variable pay for the preceding fiscal year, if applicable), the Company will deposit with the trustee of a grantor trust established by the Company the salary, variable annual pay, or Board of Directors' fees amounts which are being exchanged for options in accordance with the terms and conditions of the plan. The funds deposited into such trust and the underlying stock, however, remain subject to the claims of the general creditors of the Company as if such funds were general assets of the Company. If the Company becomes insolvent, there can be no assurance of the Company's ability to meet its obligations under the Option Agreement. In such a scenario, your status would be that of an unsecured creditor.


<DERIVED>
WHAT HAPPENS IF I       As a general rule, your option will expire on the
SEPARATE FROM           earliest of: 90 days after separation from service with
SERVICE WITH CENEX      Cenex Harvest States for cause, 120 months after
HARVEST STATES          separation from service as an employee or as a member of
COOPERATIVES? WHAT      the Board of Directors for any other reason, or 20 years
HAPPENS IF I DIE?       after being granted.

                        In addition, any option granted will be adjusted as

follows:

* If your separation from service occurs before your option has been granted, you will not receive an option but instead will receive compensation equivalent to the amount of the compensation exchanged.

* If your separation from service occurs after your option has been granted, the number of shares applicable to an option granted to you in the form of an outright award or in exchange for a surrender or termination of a deferred compensation account with the Employer, if applicable, will be adjusted in the manner prescribed in your option agreement. You will only be permitted to exercise a prorata number of shares indicated in the option agreement. The remainder of the shares will be forfeited.

When first enrolling in the plan, you should complete a Beneficiary Designation Form. Upon death, any options you may own become the property of your beneficiary. Anyone, including a trust for the benefit of a spouse and/or lineal descendant, may be named as a beneficiary. This beneficiary designation may be changed at any time and requires no spousal consent or other authorization. If no beneficiary designation is made, your beneficiary automatically will be your spouse if you are lawfully married on the date of death, or your estate if you are not married on the date of death.

7


<DERIVED>
OTHER PLAN              Plan assets comprised of Cenex Harvest States
INFORMATION             contributions and securities underlying each option
                        agreement will be held in trust by a trustee to be
                        designated by Cenex Harvest States. The trustee will
                        hold the plan assets and execute the exercise of
                        participants' options. The trustee will receive
                        information regarding the mutual funds and will provide
                        periodic reports on the value of the funds.

                        The Committee will maintain certain records, including
                        copies of your option agreements. It will select an
                        outside vendor to provide recordkeeping services.

                        Cenex Harvest States will pay the cost of outside trust
                        and recordkeeping fees. Investment management fees will
                        be paid from the trust assets.

                        Cenex Harvest States is not required to complete an
                        annual form 5500 filing for this plan under the Employee
                        Retirement Income Security Act of 1974 (ERISA).


--------------------------------------------------------------------------------

INCORPORATION OF        The following documents filed by Cenex Harvest States
CERTAIN INFORMATION     pursuant to the Securities Exchange Act of 1934 are
BY REFERENCE            incorporated in and made a part of this Prospectus by
                        reference:

                        (a)   Annual Report on Form 10-K for the fiscal year
                              ended May 31, 1997 filed by Cenex Harvest States
                              on August 26, 1997;

                        (b)   Quarterly Report on Form 10-Q for the quarter
                              ended (i) August 31, 1997 filed by Cenex Harvest
                              States on October 10, 1997; (ii) November 30, 1997
                              filed by Cenex Harvest States on January 12, 1998;
                              and (iii) February 28, 1998 filed by Cenex Harvest
                              States on April 7, 1998.

                        (c)   Form S-8 dated November 17, 1997 filed by Cenex
                              Harvest States on December 12, 1997.

                        (d)   Form 8-K dated June 1, 1998 and filed by Cenex
                              Harvest States on June 10, 1998 and Form 8-K/A
                              dated June 1, 1998 and filed by Cenex Harvest
                              States on August 13, 1998.

                        (e)   Annual Report on Form 10-K for the fiscal year
                              ended May 31, 1998 filed by Cenex Harvest States
                              on August 13, 1998.

                        (f)   Form 10-Q Transition Report for transition period
                              of June 1, 1998 to August 31, 1998 filed by Cenex
                              Harvest States on October 14, 1998.

8

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

Cenex Harvest States will provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus is delivered, upon the written or oral request of any such person, a copy of any and all of the documents referred to above or elsewhere herein which have been incorporated by reference in this Prospectus, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into the information that this Prospectus incorporates by reference). Written requests for such copies should be directed to Cenex Harvest States Cooperatives, 5500 Cenex Drive, Inver Grove Heights, MN 55077, Attention: Legal Department, telephone number
(612) 641-3726.

9

EXHIBIT 10.24

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made effective as of September 1, 2000 by and between John D. Johnson (hereafter "Johnson") and Cenex Harvest States Cooperatives, a Minnesota cooperative corporation (together with all affiliates, the "Company").

1. Employment

The Company hereby agrees to and does hereby employ Johnson as its Chief Executive Officer, and Johnson hereby agrees to accept employment with the Company as Chief Executive Officer, for the period set forth in Paragraph 2 below (the period of employment) upon the other terms and conditions set forth in this Agreement.

2. Period of Employment; Termination of Agreement

The period of employment shall commence on the date of this Agreement and, subject to the provisions of Paragraphs 5 and 6 below, shall continue for a rolling three (3) year period, provided that Johnson's employment may be earlier terminated by either party subject to the rights and obligations of the parties set forth herein.

3. Performance

Throughout the period of employment, Johnson agrees to devote his full time and attention during normal business hours to the business of the Company, except for earned vacations and except for illness or incapacity.

4. Compensation

(a) For all services to be rendered by Johnson in any capacity during the period of employment, Johnson shall be paid as annual compensation a base salary of at least $787,500. The Board will annually review Johnson's annual compensation and determine what is appropriate for a cost of living increase, merit increase, and/or increase in responsibilities or duties.

(b) During the term of his employment hereunder, Johnson shall be compensated pursuant to the plan in effect on September 1, 2000 with annual variable pay pursuant to the plan in effect during the term of this agreement. In addition, Johnson shall be eligible for long term variable pay including the years 2001, 2002 and 2003. Johnson shall further be entitled to any additional employee benefits separately made available to him from time to time by the Board in its discretion.

(c) The Company shall bear such ordinary and necessary business expenses incurred by Johnson in performing his duties hereunder as the Company determines from time to time, provided that Johnson accounts promptly for such expenses to the Company in the manner prescribed from time to time by the Company.

1

5. Termination with Severance Allowance

(a) Termination by the Company Not for Cause. In the event of termination of the employment of Johnson by the Company during the period of employment for any reason other than for cause, as defined in paragraph 6(a), death or disability, the Company shall:

(i) pay Johnson a severance allowance in the amount of 2.99 times the greater of

(A) his then-current base salary plus short-term and long-term target bonus ("Target Bonus"), or

(B) the amount payable in base salary plus Target Bonus for calendar year 2000;

(ii) provide a five-year enhancement to his retirement plan, except that no such enhancement shall be provided if the termination occurs after Johnson has attained the age of 60;

(iii) include the amount of the severance paid as salary for purposes of pension cash balance calculation;

(iv) bear the entire cost of Johnson's COBRA family health insurance coverage for one (1) year;

(v) continue his family health insurance thereafter up to age
65 (or any revised age for Medicare eligibility), upon Johnson's payment of the retiree premium rate, except for any period during which Johnson is eligible for coverage, without any exclusions for preexisting conditions, through another employee group plan; and

(vi) continue his existing executive perquisites for a period of three (3) years.

Said severance allowance shall be in lieu of all other severance payable to Johnson under Company severance policies.

(b) Termination by Johnson in the event of Consolidation. In the event of a full consolidation of the Company's business with the business of any other entity, if Johnson is not offered the position of Chief Executive Officer of the combined entity, this may be deemed at Johnson's option to be an event of termination without cause. In that event, the Company shall:

(i) pay Johnson a severance allowance in the amount of 2.99 times the greater of

(A) his then-current base salary plus Target Bonus, or

2

(B) the amount payable in base salary plus Target Bonus for calendar year 2000;

(ii) provide a five-year enhancement to his retirement plan, except that no such enhancement shall be provided if the termination occurs after Johnson has attained the age of 60;

(iii) include the amount of the severance paid as salary for purposes of pension cash balance calculation;

(iv) bear the entire cost of Johnson's COBRA family health insurance coverage for one (1) year;

(v) continue his family health insurance thereafter up to age
65 (or any revised age for Medicare eligibility), upon Johnson's payment of the retiree premium rate, except for any period during which Johnson is eligible for coverage, without any exclusions for preexisting conditions, through another employee group plan; and

(vi) continue his existing executive perquisites for a period of three (3) years.

Said severance allowance shall be in lieu of all other severance payable to Johnson under Company severance policies.

(c) Additional Payments. In the event that Johnson becomes entitled to payments under paragraph 5(a) or 5(b) of this Agreement, the Company shall cause its independent auditors promptly to review, at the Company's sole expense, the applicability of Section 4999 of the Code to such payments. If such auditors shall determine that any payment or distribution of any type by the Company to Johnson or for his benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then Johnson shall be entitled to receive an additional cash payment (a "Gross-Up Payment") within 30 days of such determination equal to an amount such that after payment by Johnson of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Johnson would retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. For purposes of the foregoing determination, Johnson's tax rate shall be deemed to be the highest statutory marginal state and Federal tax rate (on a combined basis) (including Johnson's share of F.I.C.A. and Medicare taxes) then in effect. If no determination by the Company's auditors is made prior to the time a tax return reflecting the Total Payments is required to be filed by Johnson, he will be entitled to receive a Gross-Up Payment calculated on the basis of the Total Payments reported by Johnson in such tax return, within 30 days of the filing of such tax return. In all events, if any tax authority determines that a greater Excise Tax should be imposed upon the Total Payments than is determined by the Company's independent auditors or

3

reflected in Johnson's tax return pursuant to this Section 6, Johnson shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of Excise Tax determined to be payable by such tax authority from the Company within 30 days of such determination.

(d) Request and Release. In order to obtain the severance allowance provided for in this Agreement, Johnson must submit a request for severance and must sign a complete release of all claims. The Company shall have no obligation to pay any severance allowance unless and until Johnson shall have submitted the request for severance and signed a full and complete release of all claims, to be drafted by Legal Counsel for the Company.

6. Termination without Severance Allowance

(a) Termination by the Company for Cause. The Company may terminate Johnson's employment for cause without incurring further obligation. For the purpose of this Agreement, termination of Johnson's employment shall be deemed to have been for cause only:

(i) if termination of Johnson's employment shall have been the result of an act or acts of fraud, theft or embezzlement on the part of Johnson which, if convicted, would constitute a felony and which results or which is intended to result directly or indirectly in gain or personal enrichment of Johnson at the expense of the Company; or

(ii) if termination of Johnson's employment results from Johnson's willful and material misconduct, including willful and material failure to perform his duties, and Johnson has been given written notice by the Board of Directors with respect to such and Johnson does not cure within a reasonable time; or

(iii) if there has been a breach by Johnson during the period of employment of the provisions of Paragraph 3 above, relating to the time to be devoted to the affairs of the Company, and with respect to any alleged breach of Paragraph 3 hereof, Johnson shall have substantially failed to remedy such alleged breach within thirty days from Johnson's receipt of notice from the Board of Directors.

(b) Nonrenewal of Agreement. The Company may elect not to renew this Agreement, and thereby to terminate Johnson's employment hereunder without any severance obligations, upon at least three (3) years' prior written notice to Johnson.

(c) Termination by Johnson. Johnson shall have the right to terminate his employment in his sole discretion, with or without cause, by providing thirty (30) days notice of his intent to resign. Johnson shall in that event receive no further compensation or severance allowance.

4

(d) Death. In the event of Johnson's death during the period of employment, the legal representative of Johnson shall be entitled to the base or fixed salary provided for in Paragraph 4(a) above for the month in which death shall have occurred, at the rate being paid at the time of death, and the period of employment shall be deemed to have ended as of the close of business on the last day of the month in which death shall have occurred but without prejudice to any benefits, such as life insurance, otherwise due in respect of Johnson's death.

(e) Disability

(i) In the event of Johnson's disability during the period of employment, Johnson shall be entitled to an amount equal to the base or fixed salary provided for in Paragraph 4(a) above, at the rate being paid at the time of the commencement of disability, for the period of such disability but not in excess of twelve
(12) months from the beginning of the period that establishes such disability, as described in Paragraph 6(e)(iii) below.

(ii) The amount of any payments due under Paragraph 6(e)(i) shall be reduced by any payments to which Johnson may be entitled for the same period because of disability under any disability or pension plan of the Company or of any division, subsidiary, or affiliate thereof, or as the result of workers' compensation or nonoccupational disability payments received from any government entity.

(iii) The term "Disability" as used in this Agreement, shall mean an illness or accident occurring during the period of employment which prevents Johnson from performing the essential functions of his job under this Agreement, with reasonable accommodations (as defined by federal and Minnesota disability laws), for a period of six consecutive months. The period of employment shall be deemed to have ended as of the close of business on the last day of such six-month period but without prejudice to any payments due Johnson from any disability policy or disability insurance.

7. Noncompetition

Johnson agrees that during the term of his employment and thereafter for a period of two (2) years, he 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, Johnson 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.

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8. Successor in Interest

This Agreement and the rights and obligations hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, and shall also bind and inure to the benefit of any successor of the Company by merger or consolidation or any purchaser or assignee of all or substantially all of its assets, but, except to any such successor, purchaser, or assignee of the Company, neither this Agreement nor any rights or benefits hereunder may be assigned by either party hereto.

9. Construction

Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

10. Governing Laws

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Minnesota.

11. Notices

Any notice required or permitted to be given under this Agreement shall be sufficient if in writing, sent by Certified Mail, Return Receipt Requested:

<DERIVED>
If to Johnson:        John D. Johnson
                      10 Echo Lake Blvd.
                      Mahtomedi, MN 55115

If to the Company:    Chairman of the Board
                      Cenex Harvest States Cooperatives
                      5500 CENEX Drive
                      Inver Grove Heights, MN 55077

With a copy to:       General Counsel
                      Cenex Harvest States Cooperatives
                      5500 CENEX Drive
                      Inver Grove Heights, MN 55077

6

12. Entire Agreement

This agreement shall constitute the entire agreement between the parties, superseding the parties' Agreement of January __, 2000 and any prior agreements. This Agreement may not be modified or amended, and no waiver shall be effective, unless by written document signed by the Chairman of the Board and Johnson.

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

CENEX HARVEST STATES COOPERATIVES

<SIGNATURE>
/s/ John D. Johnson                     By:   /s/ Steven Burnet
----------------------------------            ----------------------------------
        John D. Johnson                 Its:  Chairman
                                              ----------------------------------

7

EXHIBIT 21.1
SUBSIDIARIES OF THE REGISTRANT

<DERIVED>
                                                                  STATE OF
                                                                  INCORPORATION/
SUBSIDIARY                                                        ORGANIZATION
----------                                                        ------------

ADM/CHS, LLC                                                        Delaware
Ag Agency, Inc.                                                     Minnesota
Ag States Agency, LLC, a subsidiary of Ag Agency, Inc.
     and The Terminal Agency, Inc.                                  Minnesota
Agronomy Company of Canada, Ltd.                                    Nova Scotia
Bec-Lin of Perham, Inc.                                             Minnesota
Cedar Valley Ag Services, LLC                                       Nebraska
Cenex Ag, Inc.                                                      Delaware
Cenex Canada, Inc.                                                  Alberta
Cenex Petroleum, Inc.                                               Minnesota
Cenex Pipeline, LLC                                                 Minnesota
Cenex-Swiss Valley Energy, LLC                                      Minnesota
CHS-Agri Valley                                                     North Dakota
CHS-Crookston                                                       Minnesota
CHS-Devils Lake                                                     North Dakota
CHS-Edgeley                                                         North Dakota
CHS-Glasgow                                                         Montana
CHS-Highmore                                                        South Dakota
CHS-Jasper                                                          South Dakota
CHS-Kalispell                                                       Montana
CHS-Madison                                                         Minnesota
CHS-Philip                                                          South Dakota
CHS-Richey                                                          Montana
CHS-Salol/Roseau                                                    Minnesota
CHS-Stevensville                                                    Montana
CHS-Tracy/Garvin                                                    Minnesota
Circle Land Management, Inc.                                        Minnesota
Cooperative Agronomy Services, LLC                                  North Dakota
Cooperative Services, LLC                                           Delaware
Coops @ Rooster L.P.                                                Delaware
eYield Solutions, Inc., subsidiary of Coops @ Rooster L.P.          Delaware
Country Energy, LLC                                                 Delaware
Country Hedging, Inc.                                               Delaware
Dakota Agronomy Partners, LLC                                       North Dakota
Farmland-Harvest States, LLC                                        Delaware
Fin-Ag, Inc.                                                        South Dakota
Five Valleys Gas Company                                            Minnesota
Front Range Pipeline, LLC                                           Minnesota

Full Circle, LTD                                                    Minnesota
Green Bay Terminal Corporation                                      Wisconsin
Harvest States Cooperatives-Idaho, Inc.                             Idaho
Harvest States Cooperatives-Montana                                 Montana
Harvest States Cooperatives-N.D.                                    North Dakota
Harvest States Cooperatives- Northwest Grain                        Minnesota
Harvest States Cooperatives-S.D.                                    South Dakota
Harvest States Farmland Specialty Feed                              Minnesota
HSC-Edmore                                                          North Dakota
HSC-Herman/Norcross                                                 Minnesota
HSC-Minot, N.D.                                                     North Dakota
Land O'Lakes/Harvest States Feed, LLC                               Minnesota
Mountain View of Montana, Inc.                                      Delaware
National Cooperative Refinery Association (NCRA)                    Kansas
Clear Creek Transportation, LLC, a subsidiary of NCRA               Kansas
Cooperative Refining, LLC, a subsidiary of NCRA                     Delaware
Jayhawk Pipeline, LLC, a subsidiary of NCRA                         Kansas
Kaw Pipeline, a subsidiary of NCRA                                  Delaware
Osage Pipeline, a subsidiary of NCRA                                Delaware
North Valley Petroleum, LLC                                         North Dakota
Oilseed Partners, LLC                                               Delaware
PGG/HSC Feed Company, LLC                                           Oregon
Pradium.com, Inc.                                                   Delaware
Salmon Country Energy, LLC                                          Idaho
Sparta Foods, Inc.                                                  Minnesota
St. Paul Maritime Corporation                                       Minnesota
Tacoma Export Marketing Company (TEMCO)                             Washington
The Terminal Agency, Inc.                                           Minnesota
Tillamook/GTA Feeds, LLC                                            Oregon
Triton Tire and Battery, LLC                                        Delaware
United Country Brands, LLC                                          Delaware
Agriliance, LLC, a subsidiary of United Country Brands, LLC         Delaware
United Harvest, LLC                                                 Delaware
United Processors, LLC                                              Delaware
Rocky Mountain Milling, LLC, a subsidiary of United
     Processors, LLC                                                Delaware
Ventura Foods, LLC                                                  Delaware
Whitman Terminal Association, LLC                                   Delaware


EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-42153) of Cenex Harvest States Cooperatives of our report dated October 20, 2000 relating to the consolidated financial statements, which appears in this Form 10-K.

PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota

November 17, 2000


EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement No. 333-42153 of Harvest States Cooperatives on Form S-8 of our reports dated July 24, 1998 on (i) the consolidated financial statements of Harvest States Cooperatives; (ii) the financial statements of the Oilseed Processing and Refining Defined Business Unit; and (iii) the financial statements of the Wheat Milling Defined Business Unit, each for the year ended May 31, 1998, appearing in this Annual Report on Form 10-K of Cenex Harvest States Cooperatives for the year ended August 31, 2000.

Deloitte & Touche, LLP
Minneapolis, Minnesota

November 17, 2000


EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John D. Johnson and John Schmitz, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign a Form 10-K under the Securities Act of 1933, as amended, of Cenex Harvest States Cooperatives, and any and all amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or the substitutes for such attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.

<SIGNATURE>
Name                               Title                                    Date
----                               -----                                    ----

/s/ John D. Johnson        Chief Executive Officer              November 7, 2000
------------------------   (principal executive officer)
John D. Johnson


/s/ John Schmitz           Executive Vice President &           November 7, 2000
------------------------   Chief Financial Officer
John Schmitz               (principal financial officer)


/s/ Steve Burnet           Chairman of the Board                November 7, 2000
------------------------
Steve Burnet


/s/ Bruce Anderson         Director                             November 7, 2000
------------------------
Bruce Anderson


/s/ Robert Bass            Director                             November 7, 2000
------------------------
Robert Bass


/s/ Curt Eischens          Director                             November 7, 2000
------------------------
Curt Eischens


/s/ Robert Elliott         Director                             November 7, 2000
------------------------
Robert Elliott


/s/ Robert Grabarski       Director                             November 7, 2000
------------------------
Robert Grabarski


/s/ Jerry Hasnedl          Director                             November 7, 2000
-------------------------
Jerry Hasnedl


/s/ Glen Keppy             Director                             November 7, 2000
-------------------------
Glen Keppy

/s/ James Kile             Director                             November 7, 2000
-------------------------
James Kile


/s/ Gerald Kuster          Director                             November 7, 2000
-------------------------
Gerald Kuster


/s/ Leonard Larsen         Director                             November 7, 2000
-------------------------
Leonard Larsen


/s/ Richard Owen           Director                             November 7, 2000
-------------------------
Richard Owen


/s/ Duane Stenzel          Director                             November 7, 2000
-------------------------
Duane Stenzel


/s/ Michael Toeller        Director                             November 7, 2000
-------------------------
Michael Toelle


/s/ Richard Traphagen      Director                             November 7, 2000
-------------------------
Richard Traphagen


/s/ Merlin Van Walleghen   Director                             November 7, 2000
-------------------------
Merlin Van Walleghen


/s/ Elroy Webster          Director                             November 7, 2000
-------------------------
Elroy Webster


EXHIBIT 99.1

CAUTIONARY STATEMENT

Cenex Harvest States Cooperatives (the Company), or persons acting on behalf of the Company, or outside reviewers retained by the Company making statements on behalf of the Company, or underwriters, from time to time, may make, in writing or orally, "forward-looking statements" as defined under the Private Securities Litigation Reform Act of 1995 (the Act). This Cautionary Statement is for the purpose of qualifying for the "safe harbor" provisions of the Act and is intended to be a readily available written document that contains factors which could cause results to differ materially from those projected in such forward-looking statements. These factors are in addition to any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statement.

The following matters, among others, may have a material adverse effect on the business, financial condition, liquidity, results of operations or prospects, financial or otherwise, of the Company. Reference to this Cautionary Statement in the context of a forward-looking statement shall be deemed to be a statement that any one or more of the following factors may cause actual results to differ materially from those which might be projected, forecast, estimated or budgeted by the Company in such forward-looking statement or statements:

COMPANY SUBJECT TO SUPPLY AND DEMAND FORCES. The Company may be adversely affected by supply and demand relationships, both domestic and international. Supply is affected by weather conditions, disease, insect damage, acreage planted, government regulation and policies and commodity price levels. The business is also affected by transportation conditions, including rail, vessel, barge and truck. Demand may be affected by foreign governments and their programs, relationships of foreign countries with the United States, the affluence of foreign countries, acts of war, currency exchange fluctuations and substitution of commodities. The monetary crises in Asia have impacted, and are expected to continue to impact, exports of U.S. agricultural products. Demand may also be affected by changes in eating habits, by population growth and increased or decreased per capita consumption of some products.

The Freedom to Farm Act of 1996 (the Farm Act), enacted in April of 1996, may affect crop production in several ways. The Farm Act more narrowly defines what will qualify as environmentally sensitive acreage for purposes of the conservation reduction program, with the result that acres were put back into agricultural production, with a present enrollment of 31.4 million acres. The Farm Act also removes restrictions on the type of crops planted (other than fruit and vegetables), allowing farmers to plant crops having favorable prices and thereby increasing the production of those crops. Increased production may lower prices of certain crops but increase the amount available for export. However, the Farm Act also reduces Export Enhancement Program subsidies, which may adversely affect the ability of the U.S. exports to compete with those of other countries. Reduced demand for U.S. agricultural products may also adversely affect the demand for fertilizer, chemicals, and petroleum products sold by the Company and used to produce crops.

COMPANY SUBJECT TO PRICE RISKS. Upon purchase, the Company has risks of carrying grain and petroleum, including price changes and performance risks (including delivery, quality, quantity and shipment period), depending upon the type of purchase contract entered into. The Company is exposed to risks of loss in the market value of positions held, consisting of grain and petroleum inventory and purchase contracts at a fixed or partially fixed price, in the event market prices decrease. The Company is also exposed to risk of loss on its fixed price or partially fixed price sales contracts in the event market prices increase.

To reduce the price change risks associated with holding fixed price positions, the Company generally takes opposite and offsetting positions by entering into commodity futures contracts (either a straight futures contract or an options futures contract) on regulated commodity futures exchanges. While hedging activities reduce the risk of loss from changing market values, such activities also limit the gain potential which otherwise could result from changes in market prices. Hedging arrangements do not protect against nonperformance of a contract. The Company's policy is to generally maintain hedged positions in grain and petroleum, which are hedgeable, but the Company can be long or short at any time. The Company's profitability is primarily derived from margins on grain and products merchandised and processed, not from hedging transactions.

At any one time, the Company's inventory and purchase contracts for delivery to the Company may be substantial.


OILSEED PROCESSING AND REFINING BUSINESS COMPETITION. Competition in the soybean processing and refining business is driven by price, transportation costs, service and product quality. The industry is highly competitive. Media newsletters and other publications indicate that construction of new crush plants are under strong consideration. The Company estimates that U.S. crushing capacity has increased by about 30% to 35% between 1994 and 1999. Refining capacity has increased by an estimated 25% to 30% between 1996 and 1999. Unless exports increase or existing refineries are closed, this extra capacity is likely to put additional pressure on prices and erode margins, adversely affecting the profitability of the Oilseed Processing and Refining Defined Business Unit. Several competitors operate over various market segments and may be suppliers to, or customers of, other competitors.

WHEAT MILLING BUSINESS COMPETITIVE TRENDS. Certain major durum milling competitors of the Wheat Milling Defined Business Unit have developed long-term relationships with customers by locating plants adjacent to pasta manufacturing plants. This trend could potentially decrease the future demand for semolina from nonintegrated millers. In addition, baking and bread flour demand has declined during a period when the milling industry has been expanding, which will continue to put pressure on gross margins.

TAXATION OF COOPERATIVES COULD CHANGE. Although under Subchapter T of the Internal Revenue Code patronage refunds are excluded in determining taxable income of a cooperative and patronage refunds are taxable to the recipient, current income tax laws, regulations and interpretations pertaining to the receipt of patronage refunds could be changed.

DEPENDENCE ON CERTAIN CUSTOMERS. Each of the Wheat Milling Defined Business Unit and the Oilseed Processing and Refining Defined Business Unit has certain major customers. Loss of, or a decline in, the business done with one or more of these customers could have a material adverse effect on the operations of the affected defined business unit. In addition, the Wheat Milling Defined Business Unit would be adversely affected by a decline in pasta production in the United States.

The foregoing review of factors pursuant to the Act should not be construed as exhaustive or as any admission regarding the adequacy of disclosures made by the Company prior to the effective date of the Act.


EXHIBIT 99.2

INDEPENDENT AUDITORS' REPORT

Board of Directors
Cenex Harvest States Cooperatives
Saint Paul, Minnesota

We have audited the consolidated statements of earnings, capital, and cash flows (not presented herein) for the year ended May 31, 1998 of Harvest States Cooperatives and subsidiaries (the Company). These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended May 31, 1998 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, effective June 1, 1998, the Company merged with CENEX, Inc. to form Cenex Harvest States Cooperatives.

Deloitte & Touche, LLP
Minneapolis, MN

July 24, 1998


ARTICLE 5
S
PERIOD TYPE 12 MOS
FISCAL YEAR END AUG 31 2000
PERIOD END AUG 31 2000
CASH 56,393
SECURITIES 0
RECEIVABLES 834,349
ALLOWANCES 23,249
INVENTORY 602,385
CURRENT ASSETS 1,531,298
PP&E 1,888,871
DEPRECIATION 854,103
TOTAL ASSETS 3,172,680
CURRENT LIABILITIES 1,317,075
BONDS 728,426
PREFERRED MANDATORY 0
PREFERRED 0
COMMON 0
OTHER SE 1,164,426
TOTAL LIABILITY AND EQUITY 3,172,680
SALES 8,435,805
TOTAL REVENUES 8,571,421
CGS 8,237,995
TOTAL COSTS 0
OTHER EXPENSES 0
LOSS PROVISION 0
INTEREST EXPENSE 57,566
INCOME PRETAX 91,268
INCOME TAX 3,880
INCOME CONTINUING 87,388
DISCONTINUED 0
EXTRAORDINARY 0
CHANGES 0
NET INCOME 87,388
EPS BASIC 0
EPS DILUTED 0
BROKERAGE PARTNERS