A decision has been made to change the sponsorship of the Co-op Retirement Plan to an independent non-profit corporation.

On May 30, 2002 the Farmland Industries Board of Directors amended the Co-op Retirement Plan to change the sponsorship of the Plan from Farmland Industries, Inc. to United Benefits Group. United Benefits Group is a new, non-profit corporation that was created for the initial purpose of sponsoring the Co-op Retirement Plan. This new organization is controlled by a five-person Board of Directors comprised of the current members of the Co-op Retirement Plan Committee. This change in sponsorship ensures that control of the Co-op Retirement Plan will rest in the hands of representatives of the Plan's 540 Participating Employers. Additionally, it will help ensure that the Co-op Retirement Plan can continue to operate without undue influence from third parties and in a manner unencumbered by any financial challenges that Farmland may experience.

As was true even before the change in sponsorship, the assets of the Co-op Retirement Plan are held in a trust fund, managed by the Co-op Retirement Plan Committee and held separately from the trusts associated with other qualified plans sponsored by Farmland Industries. The trust assets of the Co-op Plan are not accessible by Farmland, the 540 employers participating in the Co-op Retirement Plan, or the creditors of any employer or of Farmland. Federal regulations mandate that funds in a pension trust like that maintained for the Co-op Retirement Plan must be used for no other purpose than to fund the benefits promised by the Plan.

The Board of Directors of United Benefits Group will appoint the members of the Co-op Retirement Plan Committee. Initially, the members of this Board will continue to serve in their present capacity as members of the Co-op Retirement Plan Committee. Rod Schroeder of Aurora, Nebraska, current Chairman of the Co-op Retirement Committee, was selected as the first Chairman of the Board of United Benefits Group. Jim Yates of Stratton, Colorado was named as Vice-Chairman of the Board.

Day-to-day administrative services for the Plan will continue to be provided by the Employee Trust Administration of Farmland Industries under the terms of an administrative services contract between Farmland Industries, Inc. and United Benefits Group. From this date forward, the administrative fees paid by Participating Employers will be directed to United Benefits Group to be used to pay vendors serving the Co-op Retirement Plan, including Farmland Industries.

It is also important for Plan participants to know that the assets of the Co-op Retirement Plan Trust are invested in a well-diversified portfolio of both equity and fixed income securities. The portfolio holds no investments in any equity or fixed income securities of any Participating Employer or Farmland Industries, Inc.

If you have questions about the content of this notice or about the Plan in general, we encourage you to call the Plan office at our toll-free number, 1-800-816-5535, or e-mail us by clicking on the "Contact the Plan Administrator" button.