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<SEC-DOCUMENT>0000897101-02-000478.txt : 20020703
<SEC-HEADER>0000897101-02-000478.hdr.sgml : 20020703
<ACCEPTANCE-DATETIME>20020703121446
ACCESSION NUMBER:		0000897101-02-000478
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20020531
FILED AS OF DATE:		20020703

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CENEX HARVEST STATES COOPERATIVES
		CENTRAL INDEX KEY:			0000823277
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-FARM PRODUCT RAW MATERIALS [5150]
		IRS NUMBER:				410251095
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-17865
		FILM NUMBER:		02695960

	BUSINESS ADDRESS:	
		STREET 1:		5500 CENEX DRIVE
		CITY:			INVER GROVE HEIGHTS
		STATE:			MN
		ZIP:			55077
		BUSINESS PHONE:		6129469433

	MAIL ADDRESS:	
		STREET 1:		5500 CENEX DRIVE
		CITY:			INVER GROVE HEIGHTS
		STATE:			MN
		ZIP:			55077

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HARVEST STATES COOPERATIVES
		DATE OF NAME CHANGE:	19961212
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>cenex023213_10q.txt
<DESCRIPTION>CENEX HARVEST STATES COOPERATIVES FORM 10-Q
<TEXT>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q

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

(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 31, 2002.


[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM       TO      .


                        COMMISSION FILE NUMBER 333-17865

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

                        CENEX HARVEST STATES COOPERATIVES
             (Exact name of registrant as specified in its charter)

                MINNESOTA                                 41-0251095
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                  Identification Number)

            5500 CENEX DRIVE,                            (651) 451-5151
      INVER GROVE HEIGHTS, MN 55077              (Registrant's telephone number
(Address of principal executive offices                including area code)
             and zip code)

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

     Include by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

                                YES _X_   NO ___

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.


                                        (Number of shares outstanding at
                 (Class)                          May 31, 2002)
                 -------                          -------------
                  NONE                                 NONE

================================================================================

<PAGE>


                                      INDEX



<TABLE>
<CAPTION>
                                                                                       PAGE
                                                                                       NO.
                                                                                       ----
<S>                                                                                   <C>
PART I. FINANCIAL INFORMATION

 Item 1. Financial Statements

 Consolidated Balance Sheets as of May 31, 2002 (unaudited), August 31, 2001 and
 May 31, 2001 (unaudited) ...........................................................    2

 Consolidated Statements of Operations for the three months and nine months ended
 May 31, 2002 and 2001 (unaudited) ..................................................    3

 Consolidated Statements of Cash Flows for the three months and nine months ended
 May 31, 2002 and 2001 (unaudited) ..................................................    4

 Notes to Consolidated Financial Statements (unaudited) .............................    5

 Item 2. Management's Discussion and Analysis of Financial Condition and Results
 of Operations ......................................................................   10

 Item 3. Quantitative and Qualitative Disclosures about Market Risk .................   19

PART II. OTHER INFORMATION

 Items 1 through 5 have been omitted since all items are inapplicable or answers
 are negative

 Item 6. Exhibits and Reports on Form 8-K ...........................................   20

SIGNATURE PAGE ......................................................................   21
</TABLE>


                                        i
<PAGE>


                          PART I. FINANCIAL INFORMATION


                     SAFE HARBOR STATEMENT UNDER THE PRIVATE
                    SECURITIES LITIGATION REFORM ACT OF 1995

     This Quarterly Report on Form 10-Q may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements involve risks and uncertainties that may cause the
Company's actual results to differ materially from the results discussed in the
forward-looking statements. These factors include those set forth in Exhibit 99,
under the caption "Cautionary Statement" to this Quarterly Report on Form 10-Q
for the quarter ended May 31, 2002.


                                        1
<PAGE>


CENEX HARVEST STATES COOPERATIVES AND SUBSIDIARIES
ITEM 1. FINANCIAL STATEMENTS


               CENEX HARVEST STATES COOPERATIVES AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                   MAY 31,       AUGUST 31,       MAY 31,
                                                                     2002           2001           2001
                                                                -------------   ------------   ------------
(DOLLARS IN THOUSANDS)                                           (UNAUDITED)                    (UNAUDITED)
<S>                                                             <C>             <C>            <C>
CURRENT ASSETS:
 Cash and cash equivalents ..................................    $  107,324     $  113,458     $   84,114
 Receivables ................................................       659,994        686,140        684,086
 Inventories ................................................       596,046        510,443        495,170
 Other current assets .......................................        76,268         60,995         83,897
                                                                 ----------     ----------     ----------
  Total current assets ......................................     1,439,632      1,371,036      1,347,267
INVESTMENTS .................................................       486,411        467,953        461,428
PROPERTY, PLANT AND EQUIPMENT ...............................     1,037,138      1,023,872      1,028,481
OTHER ASSETS ................................................       215,350        194,458        191,060
                                                                 ----------     ----------     ----------
  Total assets ..............................................    $3,178,531     $3,057,319     $3,028,236
                                                                 ==========     ==========     ==========

                            LIABILITIES AND EQUITIES
CURRENT LIABILITIES:
 Notes payable ..............................................    $  275,956     $   97,195     $  255,019
 Current portion of long-term debt ..........................        88,676         17,754         26,517
 Customer credit balances ...................................        37,975         38,486         44,550
 Customer advance payments ..................................        98,177        109,135         58,929
 Checks and drafts outstanding ..............................        63,314         87,808         61,058
 Accounts payable ...........................................       394,609        495,198        401,854
 Accrued expenses ...........................................       166,803        148,026        133,238
 Patronage dividends and equity retirements payable .........        52,343         72,154         59,530
                                                                 ----------     ----------     ----------
  Total current liabilities .................................     1,177,853      1,065,756      1,040,695
LONG-TERM DEBT ..............................................       486,674        542,243        545,541
OTHER LIABILITIES ...........................................       106,916         99,906         92,481
MINORITY INTERESTS IN SUBSIDIARIES ..........................        96,127         88,261         86,776
COMMITMENTS AND CONTINGENCIES
EQUITIES ....................................................     1,310,961      1,261,153      1,262,743
                                                                 ----------     ----------     ----------
  Total liabilities and equities ............................    $3,178,531     $3,057,319     $3,028,236
                                                                 ==========     ==========     ==========
</TABLE>


         The accompanying notes are an integral part of the consolidated
                        financial statements (unaudited).


                                        2
<PAGE>


               CENEX HARVEST STATES COOPERATIVES AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                       FOR THE                         FOR THE
                                                 THREE MONTHS ENDED               NINE MONTHS ENDED
                                                       MAY 31,                         MAY 31,
                                            -----------------------------   -----------------------------
(DOLLARS IN THOUSANDS)                           2002            2001            2002            2001
                                            -------------   -------------   -------------   -------------
<S>                                         <C>             <C>             <C>             <C>
REVENUES:
 Net sales ..............................    $1,831,289      $1,894,573      $5,563,052      $5,952,759
 Patronage dividends ....................         3,028           4,373           4,937           5,621
 Other revenues .........................        26,402          25,773          82,126          90,257
                                             ----------      ----------      ----------      ----------
                                              1,860,719       1,924,719       5,650,115       6,048,637
                                             ----------      ----------      ----------      ----------
COSTS AND EXPENSES:
 Cost of goods sold .....................     1,769,736       1,799,282       5,396,502       5,736,574
 Marketing, general and administrative           50,745          54,324         140,020         135,199
 Interest ...............................        10,866          16,211          31,930          49,283
 Equity income from investments .........       (31,915)        (27,012)        (33,681)        (13,519)
 Minority interests .....................         5,851          13,311          11,561          25,517
                                             ----------      ----------      ----------      ----------
                                              1,805,283       1,856,116       5,546,332       5,933,054
                                             ----------      ----------      ----------      ----------
INCOME BEFORE INCOME TAXES                       55,436          68,603         103,783         115,583
INCOME TAXES ............................         8,795           4,313          13,416         (34,701)
                                             ----------      ----------      ----------      ----------
NET INCOME ..............................    $   46,641      $   64,290      $   90,367      $  150,284
                                             ==========      ==========      ==========      ==========
</TABLE>


        The accompanying notes are an integral part of the consolidated
                        financial statements (unaudited).


                                        3
<PAGE>


               CENEX HARVEST STATES COOPERATIVES AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          FOR THE                    FOR THE
                                                                    THREE MONTHS ENDED          NINE MONTHS ENDED
                                                                          MAY 31,                    MAY 31,
                                                                -------------------------   -------------------------
(DOLLARS IN THOUSANDS)                                              2002          2001          2002          2001
                                                                -----------   -----------   -----------   -----------
<S>                                                             <C>           <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income .................................................    $  46,641     $  64,290     $  90,367     $ 150,284
 Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
   Depreciation and amortization ............................       25,227        33,168        76,771        82,795
   Noncash net income from equity investments ...............      (31,915)      (27,012)      (33,681)      (13,519)
   Minority interests .......................................        5,851        13,311        11,561        25,517
   Adjustment of inventories to market value ................       (6,441)
   Noncash portion of patronage dividends received ..........       (2,014)       (2,962)       (3,750)       (3,837)
   Loss (gain) on sale of property, plant and equipment .....            5           817        (2,738)      (13,599)
   Deferred tax benefit .....................................                                                (34,247)
   Other, net ...............................................         (408)          970          (287)         (968)
   Changes in operating assets and liabilities:
    Receivables .............................................      (73,885)       47,978        23,831       150,657
    Inventories .............................................       12,045       127,040       (95,592)       52,816
    Other current assets and other assets ...................       30,288        48,311       (11,334)      (52,674)
    Customer credit balances ................................      (25,269)      (21,298)         (511)        7,771
    Customer advance payments ...............................       15,023       (83,870)      (10,958)      (73,006)
    Accounts payable and accrued expenses ...................       82,481       (43,538)      (87,115)     (237,390)
    Other liabilities .......................................        1,196         2,133         7,010         5,045
                                                                 ---------     ---------     ---------     ---------
      Net cash provided by (used in) operating
       activities ...........................................       78,825       159,338       (36,426)       45,645
                                                                 ---------     ---------     ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisition of property, plant and equipment ...............      (32,840)      (24,669)      (84,745)      (73,205)
 Proceeds from disposition of property, plant and
  equipment .................................................        1,822         1,460        10,468        29,181
 Investments ................................................           (9)       (1,768)       (6,185)      (13,372)
 Equity investments redeemed ................................        6,767        12,632        28,141        20,836
 Investments redeemed .......................................        1,994           551         4,022         1,186
 Changes in notes receivable ................................          332        (1,251)        2,740        (1,643)
 Acquisition of intangibles .................................         (440)                    (27,971)       (7,038)
 Distribution to minority owners ............................         (401)         (583)       (4,752)      (13,108)
 Other investing activities, net ............................           21        (1,419)        1,082         4,190
                                                                 ---------     ---------     ---------     ---------
      Net cash used in investing activities .................      (22,754)      (15,047)      (77,200)      (52,973)
                                                                 ---------     ---------     ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Changes in notes payable ...................................      (22,288)     (130,899)      178,761        37,093
 Long-term debt borrowings ..................................                     55,000        30,000       116,809
 Principal payments on long-term debt .......................       (4,559)      (41,425)      (14,687)      (55,251)
 Changes in checks and drafts outstanding ...................       (6,222)       16,486       (24,495)      (23,028)
 Proceeds from sale of preferred stock, net of expenses .....        1,571                       4,429
 Preferred stock dividends paid .............................          (83)                        (93)
 Retirements of equities ....................................       (3,153)       (6,533)      (26,340)      (14,444)
 Cash patronage dividends paid ..............................         (511)         (154)      (40,083)      (26,130)
                                                                 ---------     ---------     ---------     ---------
      Net cash (used in) provided by financing
       activities ...........................................      (35,245)     (107,525)      107,492        35,049
                                                                 ---------     ---------     ---------     ---------
NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS ................................................       20,826        36,766        (6,134)       27,721
CASH AND CASH EQUIVALENTS AT BEGINNING
 OF PERIOD ..................................................       86,498        47,348       113,458        56,393
                                                                 ---------     ---------     ---------     ---------
CASH AND CASH EQUIVALENTS AT END OF
 PERIOD .....................................................    $ 107,324     $  84,114     $ 107,324     $  84,114
                                                                 =========     =========     =========     =========
</TABLE>


         The accompanying notes are an integral part of the consolidated
                        financial statements (unaudited).


                                        4
<PAGE>


               CENEX HARVEST STATES COOPERATIVES AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

NOTE 1. ACCOUNTING POLICIES

     The unaudited consolidated balance sheets as of May 31, 2002 and 2001, and
the statements of operations and cash flows for the three months and nine months
ended May 31, 2002 and 2001 reflect, in the opinion of management of Cenex
Harvest States Cooperatives (the Company), all normal recurring adjustments
necessary for a fair statement of the financial position and results of
operations and cash flows for the interim periods presented. The results of
operations and cash flows for interim periods are not necessarily indicative of
results for a full fiscal year because of, among other things, the seasonal
nature of the Company's businesses. The consolidated balance sheet data as of
August 31, 2001 has been derived from audited consolidated financial statements
but does not include all disclosures required by accounting principles generally
accepted in the United States of America.

     The consolidated financial statements include the accounts of the Company
and all of its wholly-owned and majority-owned subsidiaries and limited
liability companies. The effects of all significant intercompany accounts and
transactions have been eliminated.

     Certain reclassifications have been made to the prior period's financial
statements to conform to the current year presentation. These reclassifications
relate primarily to the classification of shipping and handling costs and had no
effect on previously reported net income or equities.

     These statements should be read in conjunction with the consolidated
financial statements and footnotes for the year ended August 31, 2001, included
in the Company's Annual Report on Form 10-K previously filed with the Securities
and Exchange Commission on November 19, 2001.

GOODWILL AND OTHER INTANGIBLE ASSETS

     Effective September 1, 2001 the Company adopted the provisions of Statement
of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible
Assets". This statement discontinued the amortization of goodwill and
indefinite-lived intangible assets, subject to periodic impairment testing.
Goodwill (net of accumulated amortization) at August 31, 2001 was $29.2 million
and was included as a component of other assets. The effect of adopting the new
standard will reduce goodwill amortization expense by approximately $2.0 million
annually. The Company has completed its transitional impairment testing and no
material changes to the carrying value of goodwill and other intangible assets
were made as a result of the adoption of SFAS No. 142. Subsequent impairment
testing will take place annually as well as when a triggering event indicating
impairment may have occurred. In addition, the classification of the intangible
assets was reviewed, along with the remaining useful lives of intangibles being
amortized, and no material changes were made.

     Intangible assets subject to amortization at August 31, 2001 and May 31,
2002 were $10.1 million ($14.9 million net of accumulated amortization of $4.8
million) and $35.3 million ($42.9 million net of accumulated amortization of
$7.6 million), respectively. The intangible assets subject to amortization
primarily include trademarks, tradenames, customer lists and non-compete
agreements, and are amortized on a straight-line basis over the number of years
that approximate their respective useful lives (ranging from 5 to 15 years).
Total amortization expense for these intangible assets during the nine-month
period ended May 31, 2002 was approximately $2.8 million. For the next five
fiscal years the future estimated annual amortization expense related to
intangible assets being amortized approximates $4.0 million each year.

BUSINESS COMBINATIONS

     Effective July 2001 the Company also adopted the provisions of SFAS No.
141, "Business Combinations", which requires all future acquisitions to be
accounted for under the purchase method.

     During the nine months ended May 31, 2002 and 2001 the Company made various
acquisitions using the purchase method of accounting. Accordingly, the purchase
prices were allocated to assets acquired and liabilities assumed based on their
respective estimated fair values at the dates of


                                        5
<PAGE>


acquisition. These acquisitions individually and in aggregate are not material
to the Company's operations. Operations of the acquired companies have been
included in the operations of the Company since the date of the respective
acquisitions.

     Through Country Energy, LLC, formerly a joint venture with Farmland
Industries, Inc. (Farmland), the Company marketed refined petroleum products
including gasoline, diesel fuel, propane and lubricants under the Cenex brand.
On November 30, 2001 the Company purchased the wholesale energy business of
Farmland, as well as all interest in Country Energy, LLC. The purchase price of
the acquisition was $39.0 million. Based on estimated fair values, $26.4 million
of the purchase price was allocated to intangible assets, primarily trademarks,
tradenames and non-compete agreements. The intangible assets have a weighted
average life of approximately 12 years. The balance of the purchase price was
allocated to inventory, real and personal property, and other assets and
liabilities. The Company also entered into a two-year supply agreement to
purchase Farmland's Coffeyville, Kansas refined fuels production at prevailing
market values. On May 31, 2002 Farmland filed for protection under Chapter 11 of
the United States Bankruptcy Code. While Farmland continues to perform under the
supply agreement, there is no guarantee they will continue to do so. The Company
believes, however, that alternate sources of supply would be available, and
rejection of the supply agreement by Farmland would not have a material adverse
affect on the Company.

     In January 2002, the Company formed a limited liability company (LLC) with
Cargill, Incorporated to engage in wheat flour milling and processing. The
company holds a 24% interest in the entity, which is known as Horizon Milling,
LLC (Horizon). In connection with the formation of Horizon, the Company sold
inventories and related contracts and received cash of $13.1 million. The
Company also entered into certain leasing arrangements -- see Note 5.

RECENT ACCOUNTING PRONOUNCEMENTS

     The Financial Accounting Standards Board (FASB) issued SFAS No. 143,
"Accounting for Asset Retirement Obligations" which addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. SFAS No.
143 is effective for financial statements issued for fiscal years beginning
after June 15, 2002. The Company is currently analyzing the effects of adoption
of this pronouncement.

     The FASB also issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." This statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets. SFAS No. 144
retains and expands upon the fundamental provisions of existing guidance related
to the recognition and measurement of the impairment of long-lived assets to be
held and used and the measurement of long-lived assets to be disposed of by
sale. Generally, the provisions of SFAS No. 144 are effective for financial
statements issued for fiscal years beginning after December 15, 2001 and interim
periods within those fiscal years. The Company is currently analyzing the
effects of adoption of this pronouncement.


NOTE 2. RECEIVABLES

<TABLE>
<CAPTION>
                                                       MAY 31,      AUGUST 31,      MAY 31,
                                                         2002          2001           2001
                                                     -----------   ------------   -----------
<S>                                                  <C>           <C>            <C>
   Trade .........................................    $665,483       $682,593      $682,585
   Other .........................................      20,838         28,864        26,235
                                                      --------       --------      --------
                                                       686,321        711,457       708,820
   Less allowances for doubtful accounts .........      26,327         25,317        24,734
                                                      --------       --------      --------
                                                      $659,994       $686,140      $684,086
                                                      ========       ========      ========
</TABLE>


                                        6
<PAGE>


NOTE 3. INVENTORIES

<TABLE>
<CAPTION>
                                             MAY 31,      AUGUST 31,      MAY 31,
                                               2002          2001           2001
                                           -----------   ------------   -----------
<S>                                        <C>           <C>            <C>
   Energy ..............................    $245,603       $163,710      $207,149
   Grain and oilseed ...................     233,496        237,498       176,656
   Feed and farm supplies ..............      94,678         76,570        81,368
   Processed grain and oilseed .........      13,730         28,648        25,929
   Other ...............................       8,539          4,017         4,068
                                            --------       --------      --------
                                            $596,046       $510,443      $495,170
                                            ========       ========      ========
</TABLE>


NOTE 4. INVESTMENTS

     The following provides summarized unaudited financial information for
Ventura Foods, LLC and Agriliance, LLC, of which the Company has a 50% and 25%
equity ownership, respectively, for the three-month and nine-month periods as
indicated below.

                               VENTURA FOODS, LLC

<TABLE>
<CAPTION>
                            FOR THE THREE MONTHS ENDED    FOR THE NINE MONTHS ENDED
                                      MAY 31,                      MAY 31,
                            --------------------------   ---------------------------
                                2002           2001          2002           2001
                            -----------    -----------   -----------   -------------
<S>                         <C>            <C>           <C>           <C>
   Net sales ............     $253,525       $226,932      $750,144      $  686,367
   Gross profit .........       52,536         44,165       130,634         109,697
   Net income ...........       24,434         20,566        50,262          42,980
</TABLE>

                                 AGRILIANCE, LLC

<TABLE>
<CAPTION>
                            FOR THE THREE MONTHS ENDED    FOR THE NINE MONTHS ENDED
                                      MAY 31,                      MAY 31,
                            --------------------------   ---------------------------
                                 2002          2001          2002           2001
                            -----------    -----------   -----------   -------------
<S>                         <C>            <C>           <C>           <C>
   Net sales ............   $1,454,818     $1,750,489    $2,694,676      $3,079,767
   Gross profit .........      145,495        153,229       230,826         262,590
   Net income ...........       70,856         53,836        17,748           5,069
</TABLE>


NOTE 5. PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
                                             MAY 31,       AUGUST 31,      MAY 31,
                                               2002           2001           2001
                                          -------------   ------------  ------------
<S>                                       <C>             <C>           <C>
   Property, plant and equipment ......    $1,802,492     $1,894,511     $1,870,795
   Milling leased facilities ..........       129,836             --             --
   Construction in progress ...........        73,309         38,723         54,515
                                           ----------     ----------     ----------
                                            2,005,637      1,933,234      1,925,310
   Less accumulated depreciation ......       968,499        909,362        896,829
                                           ----------     ----------     ----------
                                           $1,037,138     $1,023,872     $1,028,481
                                           ==========     ==========     ==========
</TABLE>

     In connection with the formation of Horizon, the Company is leasing the
majority of its wheat milling facilities and related equipment to Horizon. The
related assets, pursuant to these lease arrangements, have been classified as
milling leased facilities within Property, Plant and Equipment.


NOTE 6. EQUITIES

     The Board of Directors has authorized the sale and issuance of up to
50,000,000 shares of 8% Preferred Stock at a price of $1.00 per share. The
Company filed a registration statement on Form S-2 with the Securities and
Exchange Commission registering the Preferred Stock. The registration statement
was declared effective on October 31, 2001 and sales of the Preferred Stock were
$7.0 million through May 31, 2002. Expenses related to the issuance of the
Preferred Stock were $2.6 million through the same period.


                                        7
<PAGE>


NOTE 7. COMPREHENSIVE INCOME

     During the three months ended May 31, 2002 and 2001, total comprehensive
income amounted to $47.0 million and $63.8 million, respectively. For the nine
months ended May 31, 2002 and 2001, total comprehensive income amounted to $91.0
million and $152.2 million, respectively. Accumulated other comprehensive loss
on May 31, 2002, August 31, 2001 and May 31, 2001 was $1.3 million, $1.9 million
and $0.5 million, respectively.


NOTE 8. NON-CASH FINANCING ACTIVITIES

     During the nine months ended May 31, 2002 and 2001 the Company accrued
patronage dividends and equity retirements payable of $45.2 million and $56.5
million, respectively.


NOTE 9. SEGMENT REPORTING

     Segments, which are based on products and services, include Agronomy,
Energy, Grain Marketing, Country Operations and Processed Grains and Foods.
Reconciling Amounts represent the elimination of intracompany sales between
segments. Due to cost allocations and intersegment activity, management does not
represent that these segments, if operated independently, would report the
income before income taxes and other financial information as presented.

     Segment information for the three months and nine months ended May 31, 2002
and 2001 is as follows:

<TABLE>
<CAPTION>
                                                                                     PROCESSED
                                                               GRAIN       COUNTRY   GRAINS AND             RECONCILING
                                     AGRONOMY     ENERGY     MARKETING   OPERATIONS    FOODS       OTHER      AMOUNTS       TOTAL
                                     ---------   ---------   ---------   ----------  ----------  ---------  -----------  ----------
<S>                                 <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
FOR THE THREE MONTHS ENDED
 MAY 31, 2002
  Net sales .......................              $ 714,280   $ 741,712   $ 409,723   $ 105,021               $(139,447)  $1,831,289
  Patronage dividends .............  $     (64)        459         176       2,185         252   $      20                    3,028
  Other revenues ..................                    449       1,294      23,468         992         199                   26,402
                                     ---------   ---------   ---------   ---------   ---------   ---------   ---------   ----------
                                           (64)    715,188     743,182     435,376     106,265         219    (139,447)   1,860,719
  Cost of goods sold ..............                668,075     737,079     408,570      95,459                (139,447)   1,769,736
  Marketing, general and
   administrative .................      3,921      18,844       6,179      11,358       9,424       1,019                   50,745
  Interest ........................       (330)      4,377         871       4,202       2,339        (593)                  10,866
  Equity income from investments ..    (17,732)        (64)       (740)        (83)    (13,296)                             (31,915)
  Minority interests ..............                  5,687                     164                                            5,851
                                     ---------   ---------   ---------   ---------   ---------   ---------   ---------   ----------
  Income (loss) before
   income taxes ...................  $  14,077   $  18,269   $    (207)  $  11,165   $  12,339   $    (207)  $      --   $   55,436
                                     =========   =========   =========   =========   =========   =========   =========   ==========
  Capital expenditures ............  $      --   $  11,706   $   7,733   $   5,478   $   7,770   $     153               $   32,840
                                     =========   =========   =========   =========   =========   =========               ==========
  Depreciation and amortization ...  $     312   $  14,155   $   1,474   $   5,156   $   3,361   $     769               $   25,227
                                     =========   =========   =========   =========   =========   =========               ==========
FOR THE THREE MONTHS ENDED
 MAY 31, 2001
  Net sales .......................              $ 615,658   $ 828,083   $ 463,070   $ 166,421               $(178,659)  $1,894,573
  Patronage dividends .............  $     (72)        626         255       3,066         339   $     159                    4,373
  Other revenues ..................                    313       5,288      18,590          25       1,557                   25,773
                                     ---------   ---------   ---------   ---------   ---------   ---------   ---------   ----------
                                           (72)    616,597     833,626     484,726     166,785       1,716    (178,659)   1,924,719
  Cost of goods sold ..............                534,342     830,363     457,162     156,074                (178,659)   1,799,282
  Marketing, general and
   administrative .................      2,565      13,211       6,381      13,285      18,085         797                   54,324
  Interest ........................     (1,131)      6,215       2,124       4,444       3,369       1,190                   16,211
  Equity (income) loss from
   investments ....................    (18,070)       (515)       (594)       (296)    (10,085)      2,548                  (27,012)
  Minority interests ..............                 13,215                      96                                           13,311
                                     ---------   ---------   ---------   ---------   ---------   ---------   ---------   ----------
  Income (loss) before
   income taxes ...................  $  16,564   $  50,129   $  (4,648)  $  10,035   $    (658)  $  (2,819)  $      --   $   68,603
                                     =========   =========   =========   =========   =========   =========   =========   ==========
  Capital expenditures ............  $      --   $  11,049   $   1,185   $   7,531   $   4,413   $     491               $   24,669
                                     =========   =========   =========   =========   =========   =========               ==========
  Depreciation and amortization ...  $     312   $  13,826   $   1,340   $   5,225   $  11,517   $     948               $   33,168
                                     =========   =========   =========   =========   =========   =========               ==========
</TABLE>


                                        8
<PAGE>


<TABLE>
<CAPTION>
                                                                                     PROCESSED
                                                              GRAIN       COUNTRY    GRAINS AND            RECONCILING
                                    AGRONOMY     ENERGY     MARKETING    OPERATIONS     FOODS     OTHER      AMOUNTS      TOTAL
                                    --------   ----------   ----------   ----------  ----------  --------  -----------  ----------
<S>                                 <C>        <C>          <C>          <C>          <C>        <C>                    <C>
FOR THE NINE MONTHS ENDED
 MAY 31, 2002
  Net sales ......................             $1,857,086   $2,730,289   $1,096,478   $394,213              $(515,014)  $5,563,052
  Patronage dividends ............  $    (64)         907          528        3,193        252   $    121                    4,937
  Other revenues .................                  3,888       15,584       59,750      1,555      1,349                   82,126
                                    --------   ----------   ----------   ----------   --------   --------   ---------   ----------
                                         (64)   1,861,881    2,746,401    1,159,421    396,020      1,470    (515,014)   5,650,115
  Cost of goods sold .............              1,729,198    2,722,757    1,092,377    367,184               (515,014)   5,396,502
  Marketing, general and
   administrative ................     6,725       49,511       17,246       35,763     27,397      3,378                  140,020
  Interest .......................    (1,063)      12,677        3,898       10,006      7,328       (916)                  31,930
  Equity (income) loss from
   investments ...................    (6,126)       1,469       (2,705)         130    (26,449)                            (33,681)
  Minority interests .............                 11,044                       517                                         11,561
                                    --------   ----------   ----------   ----------   --------   --------   ---------   ----------
  Income (loss) before
   income taxes ..................  $    400   $   57,982   $    5,205   $   20,628   $ 20,560   $   (992)  $      --   $  103,783
                                    ========   ==========   ==========   ==========   ========   ========   =========   ==========
  Capital expenditures ...........  $     --   $   37,356   $   11,461   $   16,016   $ 19,255   $    657               $   84,745
                                    ========   ==========   ==========   ==========   ========   ========               ==========
  Depreciation and amortization ..  $    935   $   43,829   $    4,165   $   15,699   $  9,790   $  2,353               $   76,771
                                    ========   ==========   ==========   ==========   ========   ========               ==========
  Total identifiable assets at
   May 31, 2002 ..................  $235,241   $1,301,003   $  292,199   $  750,993   $396,376   $202,719               $3,178,531
                                    ========   ==========   ==========   ==========   ========   ========               ==========
FOR THE NINE MONTHS ENDED
 MAY 31, 2001
  Net sales ......................             $2,185,794   $2,684,984   $1,192,002   $481,661              $(591,682)  $5,952,759
  Patronage dividends ............  $    196          666          756        3,412        339   $    252                    5,621
  Other revenues .................                  1,731       16,708       63,787         35      7,996                   90,257
                                    --------   ----------   ----------   ----------   --------   --------   ---------   ----------
                                         196    2,188,191    2,702,448    1,259,201    482,035      8,248    (591,682)   6,048,637
  Cost of goods sold .............              2,008,429    2,685,745    1,182,895    451,187               (591,682)   5,736,574
  Marketing, general and
   administrative ................     6,281       34,465       17,982       38,928     34,304      3,239                  135,199
  Interest .......................    (3,713)      20,117        6,449       12,192     10,541      3,697                   49,283
  Equity loss (income) from
   investments ...................       259         (859)      (3,120)         (45)   (21,425)    11,671                  (13,519)
  Minority interests .............                 25,301                       216                                         25,517
                                    --------   ----------   ----------   ----------   --------   --------   ---------   ----------
  (Loss) income before
   income taxes ..................  $ (2,631)  $  100,738   $   (4,608)  $   25,015   $  7,428   $(10,359)  $      --   $  115,583
                                    ========   ==========   ==========   ==========   ========   ========   =========   ==========
  Capital expenditures ...........  $     --   $   28,964   $    2,942   $   24,836   $ 14,951   $  1,512               $   73,205
                                    ========   ==========   ==========   ==========   ========   ========               ==========
  Depreciation and amortization ..  $    938   $   41,073   $    3,371   $   16,077   $ 18,509   $  2,827               $   82,795
                                    ========   ==========   ==========   ==========   ========   ========               ==========
  Total identifiable assets at
   May 31, 2001 ..................  $223,789   $1,194,434   $  251,774   $  721,028   $410,229   $226,982               $3,028,236
                                    ========   ==========   ==========   ==========   ========   ========               ==========
</TABLE>


                                        9
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

     Through Country Energy, LLC, a joint venture formerly with Farmland
Industries, Inc. (Farmland), the Company marketed refined petroleum products
including gasoline, diesel fuel, propane and lubricants under the Cenex brand.
On November 30, 2001 the Company purchased the wholesale energy business of
Farmland, as well as all interest in Country Energy, LLC. The purchase price of
the acquisition was $39.0 million. Based on estimated fair values, $26.4 million
of the purchase price was allocated to intangible assets, primarily trademarks,
tradenames and non-compete agreements. The intangible assets have a weighted
average life of approximately 12 years. The balance of the purchase price was
allocated to inventory, real and personal property, and other assets and
liabilities. The Company also entered into a two-year supply agreement to
purchase Farmland's Coffeyville, Kansas refined fuels production at prevailing
market values. On May 31, 2002 Farmland filed for protection under Chapter 11 of
the United States Bankruptcy Code. While Farmland continues to perform under the
supply agreement, there is no guarantee they will continue to do so. The Company
believes, however, that alternate sources of supply would be available, and
rejection of the supply agreement by Farmland would not have a material adverse
affect on the Company.

     In January 2002, the Company formed a limited liability company (LLC) with
Cargill, Incorporated to engage in wheat flour milling and processing. The
company holds a 24% interest in the entity, which is known as Horizon Milling,
LLC (Horizon). In connection with the formation of Horizon, the Company sold
inventories and related contracts and received cash of $13.1 million. The
Company is leasing the majority of its wheat milling facilities and related
equipment to Horizon.


RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED MAY 31, 2002 AND 2001
     Consolidated net income for the three months ended May 31, 2002 was $46.6
million compared to $64.3 million for the same three-month period in 2001, which
represents a $17.7 million (27%) decrease. This decrease in profitability is
primarily attributable to decreased earnings in the Company's Energy segment.

     Consolidated net sales of $1.8 billion for the three months ended May 31,
2002 decreased $63.3 million (3%) compared to the same three months ended in
2001.

     Company-wide grain and oilseed net sales of $808.8 million decreased $76.8
million (9%) during the three months ended May 31, 2002 compared to the same
three months ended in 2001. Sales for the three months ended May 31, 2002 were
$741.7 million and $188.5 million from Grain Marketing and Country Operations
segments, respectively. Sales for the three months ended May 31, 2001 were
$828.1 million and $220.1 million from Grain Marketing and Country Operations
segments, respectively. The Company eliminated all intracompany sales from the
Country Operations segment to the Grain Marketing segment, of $121.4 million and
$162.6 million, for the three months ended May 31, 2002 and 2001, respectively.
The net decrease in sales was primarily due to a decrease in grain volume of
15%, which was partially offset by an increase of $0.23 per bushel in the
average sales price of all grains and oilseed marketed by the Company compared
to the same three months ended in 2001.

     Energy net sales of $696.3 million increased $96.7 million (16%) during the
three months ended May 31, 2002 compared to the same period in 2001. Sales for
the three months ended May 31, 2002 and 2001 were $714.3 million and $615.6
million, respectively. The Company eliminated all intracompany sales from the
Energy segment to the Country Operations segment of $18.0 million and $16.0
million, respectively. The net increase in sales is primarily attributable to a
refined fuels volume increase of 51%, which was partially offset by a decrease
in the average sales price of refined fuels of $0.19 per gallon compared to the
same three months ended in 2001. In addition, the average sales price of propane
decreased by $0.22 per gallon, which was partially offset by a volume increase
of 25% compared to the same three months ended in 2001. Refined fuels and
propane volume increases were primarily a result of acquisitions.

     Country Operations farm supply sales of $221.2 million decreased by $21.8
million (9%) during the three months ended May 31, 2002 compared to the same
three months ended in 2001. The decrease is


                                       10
<PAGE>


primarily due to a reduction in the average retail sales price of energy
and crop nutrients products compared to the same three months ended in 2001.

     Processed Grains and Foods sales of $105.0 million decreased $61.4 million
(37%) during the three months ended May 31, 2002 compared to the same three
months ended in 2001. The decrease is primarily due to the formation of Horizon,
the wheat milling LLC described earlier. As of January 2002, the Company no
longer recorded sales of processed wheat and accounts for operating results
under the equity method of accounting.

     Patronage dividends of $3.0 million decreased $1.3 million (31%) during the
three months ended May 31, 2002 compared to the same three months ended in 2001.

     Other revenues of $26.4 million increased $0.6 million (2%) during the
three months ended May 31, 2002 compared to the same three months ended in 2001.
The most significant change was within the Country Operations segment.

     Cost of goods sold of $1.8 billion decreased $29.5 million (2%) during the
three months ended May 31, 2002, compared to the same three months ended in
2001. The decrease is primarily due to a 15% volume decrease of grain bushels,
which was partially offset by $0.20 increase in the average cost per bushel of
all grains and oilseed procured by the Company through its Grain Marketing and
Country Operations segments compared to the same three months ended in 2001.
Processed Grains and Foods segment cost of goods sold decreased by 39% primarily
due to the formation of Horizon, the wheat milling LLC described earlier. As of
January 2002, the Company no longer recorded cost of goods sold of processed
wheat. Country Operations farm supply cost of goods sold decreased by 10%
primarily due to the reduced cost of energy and crop nutrients products compared
to the same three months ended in 2001. These decreases were partially offset by
increased cost of goods sold in the Energy segment. Cost of goods sold increased
25% on refined fuels primarily due to a 51% volume increase, which was partially
offset by a $0.16 per gallon decrease in the average cost of refined fuels
compared to the same three months ended in 2001. In addition, the average cost
of propane decreased by $0.20 per gallon, which was partially offset by a 25%
volume increase compared to the same three months ended in 2001.

     Marketing, general and administrative expenses of $50.7 million for the
three months ended May 31, 2002 decreased by $3.6 million (7%) compared to the
same three months ended in 2001. This decrease is primarily due to Horizon, the
wheat milling LLC described earlier, which was partially offset by additional
expenses resulting from an Energy segment acquisition.

     Interest expense of $10.9 million for the three months ended May 31, 2002
decreased by $5.3 million (33%) compared to the same three months ended in 2001.
The average level of short-term borrowings decreased by 29% and the average
short-term interest rate decreased by 3.2% during the three months ended in 2002
compared to the same three months ended in 2001.

     Equity income from investments of $31.9 million for the three months ended
May 31, 2002 increased by $4.9 million (18%) compared to the same three months
ended in 2001. The increase was primarily attributable to increased earnings
from a Processed Grains and Foods segment investment compared to the same three
months ended in 2001.

     Minority interests of $5.9 million for the three months ended May 31, 2002
decreased by $7.5 million (56%) compared to the same three months ended in 2001.
This net change in minority interests during the three months ended May 31, 2002
compared to the same three months ended in 2001 was primarily a result of less
profitable operations within the Company's majority-owned subsidiaries.
Substantially all minority interests relate to National Cooperative Refinery
Association (NCRA).

     Income tax expense of $8.8 million and $4.3 million for the three months
ended May 31, 2002 and May 31, 2001, respectively, resulted in effective tax
rates of 15.9% and 6.3%, respectively. The federal and state statutory rate
applied to nonpatronage business activity was 38.9% for the three months ended
May 31, 2002 and 2001. Income taxes and effective tax rates vary each period
based upon profitability and nonpatronage business activity during each of the
comparable periods.


                                       11
<PAGE>


COMPARISON OF NINE MONTHS ENDED MAY 31, 2002 AND 2001
     Consolidated net income for the nine months ended May 31, 2002 was $90.4
million compared to $150.3 million for the same nine months ended in 2001, which
represents a $59.9 million (40%) decrease. This decrease in profitability is
primarily attributable to a tax benefit of $34.2 million in the prior year and
decreased earnings in the Company's Energy segment compared to the same nine
months ended in 2001.

     Consolidated net sales of $5.6 billion for the nine months ended May 31,
2002 decreased $389.7 million (7%) compared to the same nine months ended in
2001.

     Company-wide grain and oilseed net sales of $2.9 billion increased $72.0
million (3%) during the nine months ended May 31, 2002 compared to the same nine
months ended in 2001. Sales for the nine months ended May 31, 2002 were $2,730.3
million and $648.1 million from Grain Marketing and Country Operations segments,
respectively. Sales for the nine months ended May 31, 2001 were $2,685.0 million
and $691.9 million from Grain Marketing and Country Operations segments,
respectively. The Company eliminated all intracompany sales from the Country
Operations segment to the Grain Marketing segment, of $467.0 million and $537.5
million, for the nine months ended May 31, 2002 and 2001, respectively. The net
increase in sales was primarily due to an increase of $0.42 per bushel in the
average sales price of all grains and oilseed marketed by the Company which was
partially offset by a decrease in grain volume of 9%, compared to the same nine
months ended in 2001.

     Energy net sales of $1.8 billion decreased $322.5 million (15%) during the
nine months ended May 31, 2002 compared to the same period in 2001. Sales for
the nine months ended May 31, 2002 and 2001 were $1,857.1 million and $2,185.8
million, respectively. The Company eliminated all intracompany sales from the
Energy segment to the Country Operations segment of $48.0 million and $54.2
million, respectively. The decrease in sales is primarily attributable to a net
volume decrease compared to the same nine months ended in 2001 due to the
dissolution of Cooperative Refining LLC (CRLLC) effective December 31, 2000. The
Company owned 58% of CRLLC through its 75% ownership in NCRA and therefore
consolidated CRLLC business activity up to the time of dissolution. In addition,
the volume of refined fuels rack sales increased by 43%, which was partially
offset by a sales price decrease of $0.25 per gallon on refined fuels rack sales
compared to the same nine months ended in 2001. The average sales price of
propane decreased by $0.22 per gallon, which was partially offset by a volume
increase of 25% compared to the same nine months ended in 2001. Refined fuels
and propane volume increases were primarily a result of acquisitions.

     Country Operations farm supply sales of $448.3 million decreased by $52.0
million (10%) during the nine months ended May 31, 2002 compared to the same
nine months ended in 2001. The decrease is primarily due to a reduction in the
average retail sales price of energy products compared to the same nine months
ended in 2001.

     Processed Grains and Foods sales of $394.2 million decreased $87.4 million
(18%) during the nine months ended May 31, 2002 compared to the same nine months
ended in 2001. The decrease in sales is primarily due to the formation of
Horizon, the wheat milling LLC described earlier. As of January 2002, the
company no longer recorded sales of processed wheat and accounts for operating
results under the equity method of accounting.

     Patronage dividends of $4.9 million decreased $0.7 million (12%) during the
nine months ended May 31, 2002 compared to the same nine months ended in 2001.

     Other revenues of $82.1 million decreased $8.1 million (9%) during the nine
months ended May 31, 2002 compared to the same nine months ended in 2001. The
most significant changes were within the Country Operations and Other segments
compared to the same nine months ended in 2001.

     Cost of goods sold of $5.4 billion decreased $340.1 million (6%) during the
nine months ended May 31, 2002, compared to the same nine months ended in 2001.
The decrease is primarily due to an Energy segment decrease in volume as a
result of the dissolution of CRLLC, which was previously discussed. In addition,
the volume of refined fuels increased by 43%, which was partially offset by an
average cost of refined fuels rack purchases decrease of $0.22 per gallon
compared to the same nine months ended in 2001. The average cost of propane
decreased by $0.20 per gallon, which was partially


                                       12
<PAGE>


offset by a 25% volume increase compared to the same nine months ended in 2001.
Country Operations farm supply cost of goods sold decreased by 11% primarily due
to the reduced cost of energy products compared to the same nine months ended in
2001. The cost of all grains and oilseed procured by the Company through its
Grain Marketing and Country Operations segments increased 4% compared to the
same nine-month period ended in 2001 primarily due to a $0.41 average cost per
bushel increase, which was partially offset by a 9% decrease in volume.
Processed Grains and Foods segment cost of goods sold decreased by 19% compared
to the same nine months ended in 2001, primarily due to the formation of
Horizon, the wheat milling LLC described earlier. As of January 2002, the
company no longer recorded cost of goods sold of processed wheat.

     Marketing, general and administrative expenses of $140.0 million for the
nine months ended May 31, 2002 increased by $4.8 million (4%) compared to the
same nine months ended in 2001. This increase is primarily due to additional
expenses resulting from an Energy segment acquisition, which was partially
offset by reduced expenses within the Processed Grains and Foods segment due to
Horizon milling, the wheat milling LLC described earlier.

     Interest expense of $31.9 million for the nine months ended May 31, 2002
decreased by $17.4 million (35%) compared to the same nine months ended in 2001.
The average level of short-term borrowings decreased by 39% and the average
short-term interest rate decreased by 3.9% during the nine months ended in 2002
compared to the same nine months ended in 2001. These decreases in interest
expense were partially offset by an increase due to an additional $80.0 million
of long-term debt from a private placement, of which $25.0 million and $55.0
million were issued in January 2001 and March 2001, respectively.

     Equity income from investments of $33.7 million for the nine months ended
May 31, 2002 increased by $20.2 million (149%) compared to the same nine months
ended in 2001. The increase was primarily attributable to decreased losses
compared to 2001 from Other segment investments of $11.7 million and increased
2002 earnings from Agronomy and Processed Grains and Foods segments investments
of $6.4 million and $5.0 million, respectively compared to the same nine months
ended in 2001. These increases were partially offset by losses within the Energy
segment investments of $2.3 million compared to the same nine months ended in
2001.

     Minority interests of $11.6 million for the nine months ended May 31, 2002
decreased by $14.0 million (55%) compared to the same nine months ended in 2001.
This net change in minority interests during the nine months ended May 31, 2002
compared to the same nine months ended in 2001 was primarily a result of the
dissolution of CRLLC and less profitable operations within the Company's
majority-owned subsidiaries. Substantially all minority interests relates to
NCRA.

     Income tax expense of $13.4 million for the nine months ended May 31, 2002
compares to a tax benefit of $34.7 million for the nine months ended May 31,
2001. The federal and state statutory rate applied to nonpatronage business
activity was 38.9% for the nine months ended May 31, 2002 and 2001. An income
tax benefit of $34.2 million for the nine months ended May 31, 2001 resulted
from a change in the tax rate applied to the Company's cumulative temporary
differences between income for financial statement purposes and income used for
tax reporting purposes. The Company's calculation of its patronage distribution
using earnings for financial statement purposes rather than tax basis earnings
prompted the rate change. The Company recorded income tax expense of $13.4
million for the nine months ended May 31, 2002, which compares to a $0.5 million
tax benefit for the nine months ended February 2001, exclusive of the $34.2
million benefit related to the change in patronage determination described
above. The income taxes and effective tax rate varies from period to period
based upon profitability and nonpatronage business activity during each of the
comparable periods.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS FROM OPERATIONS
     Operating activities of the Company provided net cash of $78.8 million and
$159.3 million for the three months ended May 31, 2002 and 2001, respectively.
For the three-month period ended in 2002, net income of $46.6 million and
decreased working capital requirements of $41.9 million were partially offset by
net non-cash revenue of $9.7 million. For the three-month period ended in 2001,
net income of


                                       13
<PAGE>


$64.3 million, net non-cash expenses of $18.3 million and decreased working
capital requirements of $76.7 million provided cash from operating activities.

     Operating activities of the Company used net cash of $36.4 million and
provided cash of $45.6 million for the nine months ended May 31, 2002 and 2001,
respectively. For the nine-month period ended in 2002, net income of $90.4
million and net non-cash expenses of $47.9 million were offset by increased
working capital requirements of $174.7 million. For the nine-month period ended
in 2001, net income of $150.3 million and net non-cash expenses of $42.1 million
were partially offset by increased working capital requirements of $146.8
million.

CASH FLOWS FROM INVESTING
     Investing activities of the Company used net cash of $22.8 million during
the three-month period ended May 31, 2002. Expenditures for the acquisition of
property, plant and equipment of $32.8 million, which includes $27.3 million of
expenditures for the construction of an oilseed processing facility in Fairmont,
Minnesota, acquisitions of intangibles of $0.4 million and distributions to
minority owners of $0.4 million were the primary uses of cash for investing
activities and were partially offset by investments redeemed of $8.8 million,
proceeds from the disposition of property, plant and equipment of $1.8 million
and changes in notes receivable of $0.3 million. For the year ended August 31,
2002 the Company expects to spend approximately $179.8 million for the
acquisition of property, plant and equipment. Total expenditures related to the
construction of the oilseed processing facility are projected to be
approximately $90.0 million upon completion in fiscal 2003. Capital expenditures
at NCRA, primarily related to the EPA low sulfur fuel regulations required by
2006, are expected to be approximately $250.0 million over the next five years.

     Investing activities of the Company used net cash of $15.0 million during
the three-month period ended May 31, 2001. Expenditures for the acquisition of
property, plant and equipment of $24.7 million, investments of $1.8 million,
changes in notes receivable of $1.2 million, distributions to minority owners of
$0.6 million and other investing activities of $1.4 million were partially
offset by proceeds from the disposition of property, plant and equipment of $1.5
million and investments redeemed of $13.2 million.

     Investing activities of the Company used net cash of $77.2 million during
the nine-month period ended May 31, 2002. Expenditures for the acquisition of
property, plant and equipment of $84.7 million, acquisitions of intangibles of
$28.0 million, investments of $6.2 million and distributions to minority owners
of $4.8 million were partially offset by investments redeemed of $32.2 million,
proceeds from the disposition of property, plant and equipment of $10.5 million,
changes in notes receivable of $2.7 million and other investing activities.
Acquisitions of intangibles during the nine-month period ended May 31, 2002, is
primarily related to the purchase of Farmland's interest in a jointly owned
wholesale energy business, as previously discussed, and represents trademarks,
tradenames and non-compete agreements.

     Investing activities of the Company used net cash of $53.0 million during
the nine-month period ended May 31, 2001. Expenditures for the acquisition of
property, plant and equipment of $73.2 million, investments of $13.4 million,
acquisitions of intangibles of $7.0 million, distributions to minority owners of
$13.1 million and changes in notes receivable of $1.7 million were partially
offset by proceeds from the disposition of property, plant and equipment of
$29.2 million, investments redeemed of $22.0 million and other investing
activities of $4.2 million. Acquisition of intangibles during the nine-month
period ended May 31, 2001, is related to the asset purchase of Rodriguez Festive
Foods, Inc., a manufacturer of Mexican foods. The proceeds from the disposition
of property, plant and equipment were primarily from the sale of feed plants and
other assets in the Country Operations segment.

CASH FLOWS FROM FINANCING
     The Company finances its working capital needs through short-term lines of
credit with a syndication of banks. In May 2002, the Company renewed its 364-day
credit facility of $550.0 million committed. In addition to these lines of
credit, the Company has a 364-day credit facility dedicated to NCRA, with a
syndication of banks in the amount of $30.0 million committed. On May 31, 2002,
August 31, 2001 and May 31, 2001, the Company had total short-term indebtedness
outstanding on these various facilities and other short-term notes payable
totaling $276.0 million, $97.2 million and $255.0 million, respectively.


                                       14
<PAGE>


     In June 1998, the Company established a five-year revolving credit facility
with a syndication of banks, with $200.0 million committed. On May 31, 2002,
August 31, 2001 and May 31, 2001 the Company had outstanding balances on this
facility of $75.0 million, $45.0 million and $45.0 million, respectively. The
outstanding balance on May 31, 2002 includes $30.0 million which was drawn
during the first quarter of the current fiscal year. The outstanding balance on
this credit facility was categorized as long-term debt until May 2002, when it
was reclassified to a current liability. The Company intends to refinance this
debt within the next nine months, at which time it will be reclassified to a
non-current liability.

     The Company has financed its long-term capital needs in the past, primarily
for the acquisition of property, plant and equipment, with long-term agreements
through the banks for cooperatives. In June 1998, the Company established a
long-term credit agreement through the banks for cooperatives with repayments
through fiscal year 2009. The amount outstanding on this credit facility was
$146.0 million, $150.9 million and $152.5 million on May 31, 2002, August 31,
2001 and May 31, 2001, respectively. Repayments of approximately $1.6 million
and $4.9 million were made on this facility during each of the three months and
nine months ended May 31, 2002 and 2001, respectively.

     Also in June 1998, the Company issued a private placement with several
insurance companies for long-term debt in the amount of $225.0 million.
Repayments will be made in equal annual installments of $37.5 million each in
the years 2008 through 2013.

     In January 2001, the Company entered into a note purchase and private shelf
agreement with Prudential Insurance Company. The long-term note in the amount of
$25.0 million will be repaid in equal annual installments of approximately $3.6
million, in the years 2005 through 2011. A subsequent note for $55.0 million was
issued in March 2001, related to the private shelf facility. The $55.0 million
note will be repaid in equal annual installments of approximately $7.9 million,
in the years 2005 through 2011.

     On May 31, 2002, the Company had total long-term debt outstanding of $575.4
million, of which $259.6 million was bank financing, $305.0 million was private
placement debt and $10.8 million was industrial development revenue bonds and
other notes and contracts payable. Long-term debt of NCRA represented $22.0
million of the total long-term debt outstanding on May 31, 2002. On August 31,
2001 and May 31, 2001, the Company had long-term debt outstanding of $560.0
million and $572.1 million, respectively. The aggregate amount of long-term debt
payable as of August 31, 2001 was as follows (dollars in thousands):

                      2002               $ 17,754
                      2003                 59,083
                      2004                 15,119
                      2005                 34,553
                      2006                 34,984
                      Thereafter          398,504
                                         --------
                                         $559,997
                                         ========

     During the three-month periods ended May 31, 2002 and 2001, the Company
repaid long-term debt of $4.6 million and $41.4 million, respectively, and had
additional long-term borrowings of $55.0 million during the three-month period
ended in 2001.

     During the nine-month periods ended May 31, 2002 and 2001, the Company
repaid long-term debt of $14.7 million and $55.3 million, respectively, and had
additional long-term borrowings of $30.0 million and $116.8 million,
respectively, for the same nine-month periods.

     In accordance with the by-laws and by action of the Board of Directors,
annual net earnings from patronage sources are distributed to consenting patrons
following the close of each fiscal year. Effective September 1, 2000, patronage
refunds are calculated based on earnings for financial statement purposes rather
than based on amounts reportable for federal income tax purposes as had been the
Company's practice prior to that date. This change was authorized through a
by-law amendment at the Company's annual meeting on December 1, 2000. The
patronage earnings from the fiscal year ended August 31,


                                       15
<PAGE>


2001 were distributed during the second quarter of the current fiscal year. The
cash portion of this distribution, deemed by the Board of Directors to be 100%
for Equity Participation Units and 30% for other patronage earnings, was $40.1
million. During the prior fiscal year, the Company distributed cash patronage of
$26.1 million from the patronage earnings of the fiscal year ended August 31,
2000.

     The current equity redemption policy, as authorized by the Board of
Directors, allows for the redemption of capital equity certificates held by
inactive direct members and patrons and active direct members and patrons at age
72 or death that were of age 61 or older on June 1, 1998. For active direct
members and patrons who were of age 60 or younger on June 1, 1998, and member
cooperatives, equities older than 10 years will be redeemed annually based on a
prorata formula where the numerator is dollars available for such purpose as
determined by the Board of Directors, and the denominator is the sum of the
patronage certificates older than 10 years held by such eligible members and
patrons. Total redemptions related to the year ended August 31, 2001, to be
distributed in the current fiscal year, are expected to be approximately $29.0
million, of which $26.3 million was redeemed during the nine months ended May
31, 2002. During the nine months ended May 31, 2001 the Company redeemed $14.4
million of equity. Redemptions of equity by the Company during the three-month
periods ended May 31, 2002 and 2001 were $3.2 million and $6.5 million,
respectively.

     The Board of Directors has authorized the sale and issuance of up to
50,000,000 shares of 8% Preferred Stock at a price of $1.00 per share. The
Company filed a registration statement on Form S-2 with the Securities and
Exchange Commission registering the Preferred Stock. The registration statement
was declared effective on October 31, 2001 and sales of the Preferred Stock were
$7.0 million through May 31, 2002. Expenses related to the issuance of the
Preferred Stock were $2.6 million through the same period.

OFF BALANCE SHEET FINANCING ARRANGEMENTS

LEASE COMMITMENTS:
     The Company has commitments under operating leases for various refinery,
manufacturing and transportation equipment, rail cars, vehicles and office
space. Some leases include purchase options at not less than fair market value
at the end of the leases.

     Total rental expense for all operating leases, net of rail car mileage
credits received from the railroad and sublease income for the three and nine
months ended May 31, 2002 was approximately $9.0 million and $27.0 million,
respectively. For the three and nine months ended May 31, 2001, total rental
expense was approximately $8.5 million and $26.0 million, respectively.

     Minimum future lease payments, required under noncancellable operating
leases as of August 31, 2001, were as follows:

                      (DOLLARS IN MILLIONS)        TOTAL
                      ---------------------       -------
                      2002                        $  35.4
                      2003                           26.3
                      2004                           16.8
                      2005                            7.5
                      2006                            5.0
                      Thereafter                     12.8
                                                  -------
                      Total minimum future
                       lease payments             $ 103.8
                                                  =======

GUARANTEES:
     The Company is a guarantor for lines of credit for related companies of
which approximately $39.0 million was outstanding as of May 31, 2002. The
Company's bank covenants allow maximum guarantees of $100.0 million. All
outstanding loans with respective creditors are current as of May 31, 2002.

DEBT:
     There is no material off balance sheet debt.


                                       16
<PAGE>


CRITICAL ACCOUNTING POLICIES

     The consolidated financial statements of the Company are prepared in
conformity with accounting principles generally accepted in the United States of
America. The preparation of these consolidated financial statements requires the
use of estimates as well as management's judgements and assumptions regarding
matters that are subjective, uncertain or involve a high degree of complexity,
all of which affect the results of operations and financial condition for the
periods presented. The Company believes that of its significant accounting
policies, the following may involve a higher degree of estimates, judgements,
and complexity:

ALLOWANCES FOR DOUBTFUL ACCOUNTS
     The allowances for doubtful accounts are maintained at a level considered
appropriate by management based on analyses of credit quality for specific
accounts, historical trends of charge-offs and recoveries, and current and
projected economic and market conditions. Different assumptions, changes in
economic circumstances or the deterioration of the financial condition of the
Company's customers could result in additional provisions to the allowances for
doubtful accounts and increased bad debt expense.

INVENTORY VALUATION AND RESERVES
     Grain, processed grain, oilseed and processed oilseed are stated at net
realizable values, which approximates market values. All other inventories are
stated at the lower of cost or market. The cost of certain energy inventories
(wholesale refined products, crude oil and asphalt) are determined on the
last-in, first-out (LIFO) method; all other energy inventories are valued on the
first-in, first-out (FIFO) and average cost methods. Estimates are used in
determining the net realizable value of grain and oilseed and processed grain
and oilseed inventories. These estimates include the measurement of grain in
bins and other storage facilities, which use formulas in addition to actual
measurements taken to arrive at appropriate quantity. Other determinations made
by management include quality of the inventory and estimates for freight. Grain
shrink reserves and other reserves that account for spoilage also affect
inventory valuation. If estimates regarding the valuation of inventory or the
adequacy of reserves are less favorable than management's assumptions, then
additional reserves or write-downs of inventory may be required.

DERIVATIVE FINANCIAL INSTRUMENTS
     The Company enters into exchange-traded commodity futures and options
contracts to hedge its exposure to price fluctuations on energy, grain and
oilseed transactions to the extent considered practicable for minimizing risk.
The Company does not use derivatives for speculative purposes. Futures and
options contracts used for hedging are purchased and sold through regulated
commodity exchanges. Fluctuations in inventory valuations, however, may not be
completely hedged, due in part to the absence of satisfactory hedging facilities
for certain commodities and geographical areas and in part to the Company's
assessment of its exposure from expected price fluctuations. The Company also
manages its risks by entering into fixed price purchase contracts with
pre-approved producers and establishing appropriate limits for individual
suppliers. Fixed price sales contracts are entered into with customers of
acceptable creditworthiness, as internally evaluated. The Company is exposed to
loss in the event of nonperformance by the counterparties to the contracts.
However, the Company does not anticipate nonperformance by counterparties. The
fair value of futures and options contracts are determined primarily from quotes
listed on regulated commodity exchanges. Fixed price purchase and sales
contracts are with various counterparties, and the fair values of such contracts
are determined from the market price of the underlying product.

     The Company adopted Financial Accounting Standards Board (FASB) Statement
of Financial Accounting Standards (SFAS) No. 133, as amended, a standard related
to the accounting for derivative transactions and hedging activities, effective
September 1, 2000. Such accounting is complex, evidenced by significant
interpretations of the primary accounting standard, which continues to evolve.

PENSION AND POSTRETIREMENT BENEFITS
     Pension and other postretirement benefits costs and obligations are
dependent on assumptions used in calculating such amounts. These assumptions
include discount rates, health care cost trend rates, benefits earned, interest
cost, expected return on plan assets, mortality rates, and other factors. In


                                       17
<PAGE>


accordance with accounting principles generally accepted in the United States of
America, actual results that differ from the assumptions are accumulated and
amortized over future periods and, therefore, generally affect recognized
expense and the recorded obligation in future periods. While management believes
that the assumptions used are appropriate, differences in actual experience or
changes in assumptions may affect the Company's pension and other postretirement
obligations and future expense.

DEFERRED TAX ASSETS
     The Company assesses whether a valuation allowance is necessary to reduce
its deferred tax assets to the amount that it believes is more likely than not
to be realized. While the Company has considered future taxable income as well
as other factors in assessing the need for the valuation allowance, in the event
that the Company were to determine that it would not be able to realize all or
part of its net deferred tax assets in the future, an adjustment to the deferred
tax assets would be charged to income in the period such determination was made.

LONG-LIVED ASSETS
     Depreciation and amortization of the Company's property, plant and
equipment is provided on the straight-line method by charges to operations at
rates based upon the expected useful lives of individual or groups of assets.
Economic circumstances or other factors may cause management's estimates of
expected useful lives to differ from actual.

     All long-lived assets, including property plant and equipment, goodwill,
investments in unconsolidated affiliates and other identifiable intangibles, are
evaluated for impairment on the basis of undiscounted cash flows at least
annually for goodwill, and whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. An impaired asset
is written down to its estimated fair market value based on the best information
available. Estimated fair market value is generally measured by discounting
estimated future cash flows. Considerable management judgment is necessary to
estimate discounted future cash flows and may differ from actual.

ENVIRONMENTAL LIABILITIES
     Liabilities related to remediation of contaminated properties are
recognized when the related costs are considered probable and can be reasonably
estimated. Estimates of these costs are based on current available facts,
existing technology, undiscounted site-specific costs and currently enacted laws
and regulations. Recoveries, if any, are recorded in the period in which
recovery is considered probable. It is often difficult to estimate the cost of
environmental compliance, remediation and potential claims given the
uncertainties regarding the interpretation and enforcement of applicable
environmental laws and regulations, the extent of environmental contamination
and the existence of alternate cleanup methods. All liabilities are monitored
and adjusted as new facts or changes in law or technology occur and management
believes adequate provisions have been made for environmental liabilities.
Changes in facts or circumstances may have an adverse impact on the Company's
financial results.

EFFECT OF INFLATION AND FOREIGN CURRENCY TRANSACTIONS

     The Company's management believes that inflation and foreign currency
fluctuations have not had a significant effect on its operations.

RECENT ACCOUNTING PRONOUNCEMENTS

     Effective September 1, 2001 the Company adopted the provisions of Financial
Accounting Standards Board (FASB) Statement of Financial Accounting Standards
(SFAS) No. 142, "Goodwill and Other Intangible Assets". The adoption of this
pronouncement did not have a material impact on the Company's consolidated
financial statements.

     The FASB recently issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" which addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. SFAS No. 143 is effective for financial statements
issued for fiscal years beginning after June 15, 2002. The Company is currently
analyzing the effects of adoption of this pronouncement.


                                       18
<PAGE>


     The FASB also recently issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." This statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets. SFAS No. 144
retains and expands upon the fundamental provisions of existing guidance related
to the recognition and measurement of the impairment of long-lived assets to be
held and used and the measurement of long-lived asset to be disposed of by sale.
Generally, the provisions of SFAS No. 144 are effective for financial statements
issued for fiscal years beginning after December 15, 2001 and interim periods
within those fiscal years. The Company is currently analyzing the effects of
adoption of this pronouncement.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     For the period ended May 31, 2002 the Company did not experience any
adverse changes in market risk exposures that materially affect the quantitative
and qualitative disclosures presented in the Company's Annual Report on Form
10-K for the year ended August 31, 2001.


                                       19
<PAGE>


                           PART II. OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

        EXHIBIT   DESCRIPTION
        -------   -----------

         10.1     Fourth Amendment to Credit Agreement (Revolving Loan) dated
                  May 22, 2002 among Cenex Harvest States Cooperatives, CoBank,
                  ACB, Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A.,
                  SunTrust Bank, Deere Credit, Inc., Credit Lyonnais Chicago
                  Branch and the Syndication Parties

         10.2     Fourth Amendment to Credit Agreement (Term Loan) dated May 22,
                  2002 among Cenex Harvest States Cooperatives, CoBank, ACB and
                  the Syndication Parties

         10.3     Syndication Adoption Agreement dated May 22, 2002 between
                  CoBank, ACB and the Adopting Parties

         99       Cautionary Statement

(b) Reports on Form 8-K

        None.


                                       20
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                   CENEX HARVEST STATES COOPERATIVES
                                   ---------------------------------
                                              (Registrant)


              DATE                 SIGNATURE
              ----                 ---------

          July 3, 2002             /s/ JOHN SCHMITZ
    -------------------------      -------------------------------------
            (Date)                 John Schmitz
                                   Executive Vice President and
                                   Chief Financial Officer


                                       21
<PAGE>


                 (This page has been left blank intentionally.)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>cenex023213_ex10-1.txt
<DESCRIPTION>4TH AMENDMENT TO CREDIT AGRMNT (REVOLVING LOAN)
<TEXT>
                                                                    EXHIBIT 10.1


                                FOURTH AMENDMENT
                                       TO
                                CREDIT AGREEMENT
                                (REVOLVING LOAN)


         THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (Revolving Loan) ("AMENDMENT
AGREEMENT") is made May 22, 2002 to be effective as of the Effective Date, by
and among Cenex Harvest States Cooperatives, a Minnesota cooperative corporation
("BORROWER"), CoBank, ACB ("COBANK") as the Bid Agent, Lead Arranger, and as the
Administrative Agent for the benefit of the present and future Syndication
Parties (in that latter capacity "ADMINISTRATIVE AGENT"), Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank International", New York Branch
("RABOBANK"), SunTrust Bank ("SUNTRUST"), Deere Credit, Inc. ("DEERE"), and
Credit Lyonnais New York Branch ("CREDIT Lyonnais"), as Syndication Agents, and
the Syndication Parties signatory hereto, including CoBank, Rabobank, SunTrust,
Deere, and Credit Lyonnais, in such capacity, (each a "SYNDICATION PARTY" and
collectively, the "SYNDICATION PARTIES").

                                    RECITALS

         A. Borrower, CoBank, St. Paul Bank for Cooperatives, and certain of the
present Syndication Parties entered into a Credit Agreement (Revolving Loan) (as
amended "CREDIT AGREEMENT") dated as of June 1, 1998. The Credit Agreement
provided for a 364-Day Facility and a 5-Year Facility.

         B. The Credit Agreement was amended by the First Amendment to Credit
Agreement (Revolving Loan) effective as of May 28, 1999 ("FIRST AMENDMENT"), by
the Second Amendment to Credit Agreement (Revolving Loan) dated as of May 23,
2000 ("SECOND AMENDMENT"), and by the Third Amendment to Credit Agreement
(Revolving Loan) dated as of May 23, 2001 ("THIRD AMENDMENT").

         C. CoBank, as Administrative Agent, gave written notification ("RENEWAL
NOTICE") to those Syndication Parties which had an Individual 364-Day Commitment
seeking (i) a renewal of their respective Individual 364-Day Commitments and
(ii) consent to an extension of the 364-Day Maturity Date pursuant to the
provisions of Section 16.9 of the Credit Agreement.

         D. Certain of the Syndication Parties have provided the Administrative
Agent with written notice of their agreement to continue to maintain Individual
364-Day Commitments, and one or more institutions, which were not Syndication
Parties prior to the date hereof, have agreed to become Syndication Parties as
indicated on Schedule A hereto and by their execution of this Amendment
Agreement and by their execution of a Syndication Adoption Agreement.

<PAGE>


         E. The parties hereto desire to amend the Credit Agreement to renew the
364-Day Facility and to make certain other changes to the Credit Agreement as
hereinafter set forth.

         NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, including the mutual promises and agreements
contained herein, the parties hereto hereby agree as follows:


1. DEFINITIONS. Capitalized terms used herein without definition shall have the
definition given to them in the Credit Agreement if defined therein.

2. RENEWAL OF INDIVIDUAL 364-DAY COMMITMENTS. The Syndication Parties hereby
agree to renew or agree to acquire their respective Individual 364-Day
Commitments in the amounts set forth beneath their names and signatures on the
signature pages hereto and as set forth in Schedule 1 hereto.

3. AMENDMENTS TO CREDIT AGREEMENT. The parties hereto agree that the Credit
Agreement shall be amended as follows as of the Effective Date:

         3.1 Subsection 1.42 shall be amended in its entirety to read as
follows:

         1.42 CONSOLIDATED CURRENT ASSETS: the total current assets of Borrower
and its Consolidated Subsidiaries as measured in accordance with GAAP.

         3.2 Subsection 1.43 shall be amended in its entirety to read as
follows:

         1.43 CONSOLIDATED CURRENT LIABILITIES: the total current liabilities of
Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP.

         3.3 Subsection 1.44 shall be amended in its entirety to read as
follows:

         1.44 CONSOLIDATED FUNDED DEBT: all indebtedness for borrowed money of
the Borrower and its Consolidated Subsidiaries, in each case maturing by its
terms more than one year after, or which is renewable or extendible for a period
ending one year or more after, the date of determination, and shall include Debt
of such maturity created or assumed by the Borrower or any Consolidated
Subsidiary either directly or indirectly, including obligations of such maturity
secured by liens upon property of the Borrower or its Consolidated Subsidiaries
and upon which such entity customarily pays the interest, and all rental
payments under capitalized leases of such maturity.

         3.4 Subsection 1.156 shall be amended in its entirety to read as
follows:

                  1.156 364-DAY MATURITY DATE: May 21, 2003.


                                       2
<PAGE>


         3.5 Section 13.6 is amended in its entirety to read as follows:

                  13.6 LOANS. Borrower shall not (nor shall it permit any of its
                  Restricted Subsidiaries to) lend or advance money, credit, or
                  property to any Person, except for (a) loans to Restricted
                  Subsidiaries; (b) trade credit extended in the ordinary course
                  of business; (c) loans made by Borrower to its members on open
                  account maintained by such members with Borrower or made by
                  Borrower to its members pursuant to its Affiliate Financing
                  CoBank Participation Program; provided that (i) the aggregate
                  principal amount of all such loans outstanding at any time
                  shall not exceed $200,000,000.00, and (ii) the aggregate
                  outstanding principal amount of all such loans retained by
                  Borrower shall not exceed $50,000,000.00; (d) loans made by
                  Fin-Ag, Inc. to agricultural producers, provided that (i) the
                  aggregate outstanding principal amount of all such loans at
                  any time shall not exceed $125,000,000.00, (ii) at all times
                  prior to December 1, 2001, the aggregate outstanding principal
                  amount of all such loans retained by Fin-Ag, Inc. shall not
                  exceed $38,000,000.00, and (iii) at all times on and after
                  December 1, 2001, the aggregate outstanding principal amount
                  of all such loans retained by Fin-Ag, Inc. shall not exceed
                  $25,000,000.00.

         3.6 Section 13.7 is amended in its entirety to read as follows:

         13.7 MERGER; ACQUISITIONS; BUSINESS FORM; ETC. Borrower shall not merge
(nor shall it permit any of its Restricted Subsidiaries to) or consolidate with
any entity, or acquire all or substantially all of the assets of any person or
entity, or form or create any new subsidiary (other than a Restricted Subsidiary
formed by Borrower) or affiliate, change its business form from a cooperative
corporation, or commence operations under any other name, organization, or
entity, including any joint venture; provided, however,

         (a) The foregoing shall not prevent any consolidation, acquisition, or
merger if after giving effect thereto:

                  (i) The book value of Borrower and its subsidiaries does not
         increase due to all such mergers, consolidations or acquisitions by an
         aggregate amount in excess of $50,000,000 in any fiscal year of
         Borrower;

                  (ii) Borrower is the surviving entity; and

                  (iii) No Event of Default or Potential Default shall have
         occurred and be continuing.

         (b) The foregoing shall not prevent Borrower from forming or creating
any new subsidiary or affiliate provided:

                  (i) The Investment in such subsidiary or affiliate does not
         violate any provision of Section 13.8 hereof; and


                                       3
<PAGE>


                  (ii) Such subsidiary or affiliate shall not acquire all or
         substantially all of the assets of any Person except through an
         acquisition, consolidation, or merger satisfying the requirements of
         clause (a) of this Section.

         3.7 Clause (j) of Section 13.8 (and only that clause), is amended in
its entirety to read as follows:

                  (j) Investments, in addition to those permitted by clauses (a)
         through (i) above, in an aggregate amount not exceeding
         $140,000,000.00.

         3.8 Schedule 1 is replaced in its entirety by the Schedule 1 attached
hereto.

         3.9 Schedule 2 is replaced in its entirety by the Schedule 2 attached
hereto.

4. BORROWER'S REPRESENTATIONS. Borrower hereby represents and warrants that,
after giving effect to this Amendment Agreement and the transactions
contemplated hereby, no Potential Default or Event of Default has occurred and
is continuing under the Credit Agreement or other Loan Documents.

5. EFFECTIVE DATE. This Amendment Agreement shall become effective on May 22,
2002 ("EFFECTIVE DATE"), so long as on or before that date the Administrative
Agent receives (a) an original copy of this Amendment Agreement (or original
counterparts thereof) duly executed by each party hereto, (b) a Syndication
Adoption Agreement (or original counterparts thereof) duly executed by each
party identified on Schedule A hereto, (c) each required new or replacement
Promissory Note, (d) a copy of a resolution of Borrower's board of directors,
certified to by Borrower's corporate secretary, which authorizes execution of
this Amendment Agreement; (e) an opinion of Borrower's counsel in all respects
acceptable to the Administrative Agent; and (f) payment by wire transfer of (i)
the fees described in Section 6 hereof and (ii) reimbursement for each of the
costs, expenses described in Section 7 hereof. Upon the satisfaction of all
conditions precedent hereto, the Administrative Agent will notify each party
hereto in writing and will provide copies of all appropriate documentation in
connection herewith.

6. UP-FRONT FEE. Borrower agrees to pay to the Administrative Agent, for
distribution among the Syndication Parties, the Up-Front Fee calculated in the
manner previously disclosed to Borrower by the Administrative Agent, based on
Individual 364-Day Commitments and the Individual 5-Year Commitments, as both
are shown on the signature pages hereto.

7. COSTS; EXPENSES AND TAXES. Borrower agrees to reimburse the Administrative
Agent on demand for all out-of-pocket costs, expenses and charges (including,
without limitation, all fees and charges of external legal counsel for the
Administrative Agent) incurred by the Administrative Agent in connection with
the preparation, reproduction, execution and delivery of this Amendment
Agreement and any other instruments and documents to be delivered hereunder.


                                       4
<PAGE>


8. GENERAL PROVISIONS.

         8.1 The Credit Agreement, except as expressly modified herein, shall
continue in full force and effect and be binding upon the parties thereto.

         8.2 Borrower agrees to execute such additional documents as the
Administrative Agent may require, including, without limitation, new and/or
replacement Notes, to carry out or evidence the purposes of this Amendment
Agreement.

         8.3 The execution, delivery and effectiveness of this Amendment
Agreement shall not operate as a waiver of any right, power or remedy of the
Administrative Agent or any Syndication Party under any of the Loan Documents,
nor constitute a waiver of any provision of any of the Loan Documents, and the
Credit Agreement, as expressly modified hereby, and each of the other Loan
Documents, are hereby ratified and confirmed and shall continue in full force
and effect and be binding upon the parties thereto. Any direct or indirect
reference in the Loan Documents to the "Credit Agreement" shall be deemed to be
a reference to the Credit Agreement as amended by this Amendment Agreement. Any
direct or indirect reference in the Loan Documents to a "Syndication Party" or
to the "Syndication Parties" shall be deemed to be a reference to the
Syndication Parties shown on Schedule 1 to this Amendment Agreement.

9. GOVERNING LAW. This Amendment Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.

10. COUNTERPARTS. This Amendment Agreement may be executed in any number of
counterparts and by different parties to this Amendment Agreement in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Telefax copies of documents or signature pages bearing original signatures, and
executed documents or signature pages delivered by telefax, shall, in each such
instance, be deemed to be, and shall constitute and be treated as, an original
signed document or counterpart, as applicable.

                    [EXECUTION PAGES BEGIN ON THE NEXT PAGE]


                                       5
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to Credit Agreement (Revolving Loan) to be executed by their duly
authorized officers as of the Effective Date.

                                  BORROWER:

                                  CENEX HARVEST STATES COOPERATIVES, a
                                  cooperative corporation formed under the laws
                                  of the State of Minnesota

                                  By:
                                      ---------------------------------------
                                  Name: John Schmitz
                                  Title: Chief Financial Officer

                                  ADMINISTRATIVE AGENT, LEAD
                                  ARRANGER, AND BID AGENT:

                                  COBANK, ACB

                                  By:
                                      ---------------------------------------
                                  Name:
                                  Title: Vice President

                                  SYNDICATION AGENT:

                                  COOPERATIEVE CENTRALE RAIFFEISEN-
                                  BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL",
                                  NEW YORK BRANCH

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

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

                                  SYNDICATION AGENT:

                                  SUNTRUST BANK

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


                                       6
<PAGE>


                                  SYNDICATION AGENT:

                                  DEERE CREDIT, INC.

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

                                  SYNDICATION AGENT:

                                  CREDIT LYONNAIS NEW YORK BRANCH

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


                                      7
<PAGE>


                                  SYNDICATION PARTIES:

                                  COBANK, ACB



                                  By:
                                      ---------------------------------------
                                  Name:
                                        -------------------------------------
                                  Title: Vice President

                                  Contact Name: __________
                                  Title: Vice President
                                  Address:   5500 So. Quebec Street
                                             Greenwood Village, CO 80111
                                  Phone No.: 303/694-5838
                                  Fax No.: 303/694-5830
                                  Individual 364-Day Commitment: $177,000,000.00
                                  Individual 5-Year Commitment: $61,666,667.00
                                  Payment Instructions:
                                        CoBank, ACB
                                        ABA #: 307088754
                                        Acct. Name: CoBank, ACB
                                        Account No.: 22274433
                                        Attn: Marshall Allen
                                        Reference: Cenex Harvest States


                                       8
<PAGE>


                                  SYNDICATION PARTIES:

                                  INTESABCI, NEW YORK BRANCH



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

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

                                  Contact Name: Antonio Di Maggio
                                  Title: Vice President
                                  Address:   One William Street
                                             New York, NY 10004
                                  Phone No.: 212/607-3862
                                  Fax No.: 212/527-8777
                                  Individual 364-Day Commitment: $10,000,000.00
                                  Individual 5-Year Commitment: $8,333,333.00
                                  Payment Instructions:
                                        Pay by FED WIRE
                                        ABA# - 026005319
                                        For account of IntesaBci New York
                                         Branch
                                        Attn: Loan Dept./Ms. Castrogiovanni
                                        Ref: CHS Cooperatives


                                       9
<PAGE>


                                  SYNDICATION PARTIES:

                                  CREDIT AGRICOLE INDOSUEZ



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


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


                                  Contact Name: Theodore D. Tice
                                  Title: Vice President
                                  Address:   55 E. Monroe Street
                                             Chicago, IL 60603-5702
                                  Phone No.: 312/917-7463
                                  Fax No.: 312/372-3455
                                  Individual 364-Day Commitment: $0.00
                                  Individual 5-Year Commitment: $16,666,667.00
                                  Payment Instructions:
                                        Citibank - New York, New York
                                        ABA# - 021-000-089
                                        Acct. Name: Credit Agricole Indoseuz
                                         Chgo Branch
                                        Account No.: 36023853
                                        Swift Code: CITIUS33
                                        Ref: Cenex Harvest States


                                       10
<PAGE>


                                  SYNDICATION PARTIES:

                                  SUNTRUST BANK



                                  By:
                                      ---------------------------------------
                                  Name:
                                        -------------------------------------
                                  Title: Director


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


                                  Contact Name:  Kurt Morris
                                  Title: Director
                                  Address:   303 Peachtree Street N.E.
                                             Third Floor
                                             Atlanta, GA 30308
                                  Phone No.: 404/658-4807
                                  Fax No.: 404/230-5305
                                  Individual 364-Day Commitment: $38,000,000.00
                                  Individual 5-Year Commitment: $8,333,333.00
                                  Payment Instructions:
                                        SunTrust Bank
                                        ABA# - 061000104
                                        Acct. Name: Corporate Banking
                                         Operations General Ledger Account
                                        Account No.: 9088000112
                                        Ref: Cenex Harvest States Cooperatives


                                       11
<PAGE>


                                  SYNDICATION PARTIES:

                                  BNP PARIBAS


                                  By:
                                      ---------------------------------------
                                  Name: Guillaume de la Ville
                                  Title: Vice President


                                  By:
                                      ---------------------------------------
                                  Name: Marcie Weiss
                                  Title: Managing Director

                                  Contact Name: Guillaume de la Ville
                                  Title: Vice President
                                  Address:   919 Third Avenue
                                             New York, NY 10022
                                  Phone No.: 212/841-2067
                                  Fax No.: 212/841-2536
                                  Individual 364-Day Commitment: $38,000,000.00
                                  Individual 5-Year Commitment: $13,333,333.00
                                  Payment Instructions:
                                        BNP Paribas - New York
                                        ABA# - 026-007-689
                                        Acct. Name: Loan Servicing Clearing
                                         Account
                                        Account No.: 1 03 13 000 103
                                        Reference: Cenex Harvest States
                                  Operations Contact:
                                        Pedro Rivera
                                        Phone: 212/471-6631
                                        Fax: 212/471-6695


                                       12
<PAGE>


                                  SYNDICATION PARTIES:

                                  COOPERATIEVE CENTRALE RAIFFEISEN-
                                  BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL",
                                  NEW YORK BRANCH



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


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


                                  Contact Name: Tom Kelly
                                  Title: Vice President
                                  Address:   300 South Wacker Drive
                                             Suite 3500
                                             Chicago, IL 60606-6610
                                  Phone No.: 312/408-8222
                                  Fax No.: 312/408-8240
                                  Individual 364-Day Commitment: $38,000,000.00
                                  Individual 5-Year Commitment: $13,333,333.00
                                  Payment Instructions:
                                        The Bank of New York
                                         (New York, NY 10167)
                                        ABA# - 021 000 018
                                        Acct. Name: Rabobank Nederland
                                        Account No.: 802 6002 533
                                        Attn: Clemencia Stewart
                                        Ref: Cenex Harvest States


                                       13
<PAGE>


                                  SYNDICATION PARTIES:

                                  THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                  CHICAGO BRANCH



                                  By:
                                      ---------------------------------------
                                  Name: Patrick McCue
                                  Title:  Vice President & Manager


                                  Contact Name: Patrick McCue
                                  Title: Vice President & Manager
                                  Address:   601 Carlson Parkway, Suite 370
                                             Minnetonka, MN  55305
                                  Phone No.: 952/473-5090
                                  Fax No.: 952/473-5152

                                  Loan Administration Contact Name:
                                  Janice Hennig
                                  Address:   227 West Monroe Street
                                             Suite 2300
                                             Chicago, Illinois 60606
                                  Phone No.: 312/696-4710
                                  Fax No.: 312/696-4532

                                  Individual 364-Day Commitment: $22,000,000.00
                                  Individual 5-Year Commitment: $8,333,333.00
                                  Payment Instructions:
                                        The Federal Reserve Bank of Chicago
                                        ABA# - 071002341
                                        Acct. Name: The Bank of Tokyo-
                                         Mitsubishi, Ltd.
                                        Attention: Loan Administration
                                        Ref: Cenex Harvest States Cooperatives


                                       14
<PAGE>


                                  SYNDICATION PARTIES:

                                  CREDIT LYONNAIS NEW YORK BRANCH



                                  By:
                                      ---------------------------------------
                                  Name: Attila Koc
                                  Title: Senior Vice President


                                  Contact Name: Julie T. Kanak
                                  Title: Vice President
                                  Address:   227 W. Monroe Street
                                             Suite 3800
                                             Chicago, IL 60606

                                  Phone No.: 312/220-7302
                                  Fax No.: 312/641-0527
                                  Individual 364-Day Commitment: $38,000,000.00
                                  Individual 5-Year Commitment: $0.00
                                  Payment Instructions:
                                        Credit Lyonnais New York
                                        ABA# - 0260-0807-3
                                        A/C #: 01.881793701
                                        Acct. Name:
                                        Attention:
                                        Ref:


                                       15
<PAGE>


                                  SYNDICATION PARTIES:

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION



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



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


                                  Contact Name: Allison Gelfman
                                  Title: Vice President
                                  Address:   Sixth and Marquette
                                             MAC-N9305-031
                                             Minneapolis, MN 55479-0085
                                  Phone No.: 612/316-1402
                                  Fax No.: 612/667-2276
                                  Individual 364-Day Commitment: $25,000,000.00
                                  Individual 5-Year Commitment: $8,333,333.00
                                  Payment Instructions:
                                        Wells Fargo Bank National Association
                                        ABA# - 091000019
                                        Acct. Name: Commercial Loan Clearing
                                         Account
                                        Account No.: 840165
                                        Ref: Cenex Harvest States


                                       16
<PAGE>


                                  SYNDICATION PARTIES:

                                  DZ BANK AG DEUTSCHE ZENTRAL-
                                  GENOSSNESCHAFTSBANK, FRANKFURT AM MAIN,
                                  (FORMERLY DG BANK DEUTSCHE GENOSSENSCHAFTSBANK
                                  AG)



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


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


                                  Contact Name: James A. Kyprios
                                  Title: Vice President
                                  Address:   609 Fifth Avenue
                                             New York, NY 10017
                                  Phone No.: 212/745-1562
                                  Fax No.: 212/745-1556
                                  Individual 364-Day Commitment: $0.00
                                  Individual 5-Year Commitment: $13,333,333.00
                                  Payment Instructions:
                                        (1) CHIPS Payments:
                                            Bank of New York
                                             for Account of DG Bank, NY
                                            Account No. 8900433876
                                            Ref: Cenex Harvest States

                                        (2) Federal Reserve Payments:
                                            Bank of New York
                                            ABA #021000018
                                            Account Name: DG Bank, NY
                                            Account No. 8900433876
                                            Ref: Cenex Harvest States


                                       17
<PAGE>


                                  SYNDICATION PARTIES:

                                  U.S. BANK NATIONAL ASSOCIATION



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

                                  Contact Name: Kathi L. Hatch
                                  Title: Commercial Banking Associate
                                  Address:   %U.S. Bancorp Ag Credit, Inc.
                                             950 17th Street, #330
                                             Denver, CO 80202
                                  Phone No.: 303/585-4926
                                  Fax No.: 303/585-4732
                                  Individual 364-Day Commitment: $18,000,000.00
                                  Individual 5-Year Commitment: $8,333,333.00
                                  Payment Instructions:
                                        U.S. Bank National Association
                                        Portland, OR.
                                        ABA# - 123000220
                                        Acct. Name: U.S. Bancorp Ag Credit, Inc.
                                        Account No.: 00340012160600
                                        PL-7 Commercial Loan Servicing West
                                        Attn: Participation Specialist
                                        Ref: Cenex Harvest States #63490-61459


                                       18
<PAGE>


                                  SYNDICATION PARTIES:

                                  AGFIRST, FCB



                                  By:
                                      ---------------------------------------
                                  Name: Bruce B. Fortner
                                  Title: Vice President


                                  Contact Name: Bruce B. Fortner
                                  Title: Vice President
                                  Address:   1401 Hampton Street, P.O. Box 1499
                                             Columbia, SC 29201
                                  Phone No.: 803/799-5000 x457
                                  Fax No.: 803/254-4219
                                  Individual 364-Day Commitment: $38,000,000.00
                                  Individual 5-Year Commitment: $8,333,333.00
                                  Payment Instructions:
                                        AgFirst Farm Credit Bank
                                        ABA# - 053905974
                                        Acct. Name: AgFirst FCB
                                        Account No.: N/A
                                        Attn: N/A
                                        Ref: Cenex Harvest States Coop


                                       19
<PAGE>


                                  SYNDICATION PARTIES:


                                  NATEXIS BANQUES POPULAIRES, NEW YORK BRANCH



                                  By:
                                      ---------------------------------------
                                  Name: Cliff A. Niebling
                                  Title: Vice President, Commodities Group


                                  Contact Name: Cliff A. Niebling
                                  Title: Vice President, Commodities Group
                                  Address:   1251 Avenue of the Americas
                                             New York, NY 10020
                                  Phone No.: 212/872-5133
                                  Fax No.: 212/872-5162
                                  Individual 364-Day Commitment: $28,000,000.00
                                  Individual 5-Year Commitment: $0.00
                                  Payment Instructions:
                                        Chase Manhattan Bank, NY, NY
                                        ABA# - 021-000-021
                                        Acct. Name: Natexis Banques Populaires,
                                         New York Branch
                                        Account No.: 544-7-75330
                                        Attn: Lordes Nieves
                                        Ref: Cenex Harvest States Cooperatives


                                       20
<PAGE>


                                  SYNDICATION PARTIES:

                                  BANK OF AMERICA, N.A., FORMERLY BANK OF
                                  AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION



                                  By:
                                      ---------------------------------------
                                  Name: David L. Catherall
                                  Title: Vice President


                                  Contact Name: David L. Catherall
                                  Title: Vice President
                                  Address:   231 South La Salle Street, 10th
                                              Floor
                                             Chicago, IL 60697
                                  Phone No.: 312/828-7169
                                  Fax No.: 312/987-1276
                                  Individual 364-Day Commitment: $0.00
                                  Individual 5-Year Commitment: $31,666,667.00
                                  Payment Instructions:
                                        Bank of America, N.A.
                                        ABA - 111000012
                                        Acct. Name: Credit Services
                                        Attention: Karen Dumond
                                        Ref: Cenex Harvest States Cooperatives


                                       21
<PAGE>


                                  SYNDICATION PARTIES:

                                  NATIONAL CITY BANK OF INDIANA



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


                                  Contact Name:
                                  Title:
                                  Address:

                                  Phone No.:
                                  Fax No.:
                                  Individual 364-Day Commitment: $13,000,000.00
                                  Individual 5-Year Commitment: $0.00
                                  Payment Instructions:
                                        Bank _____
                                        ABA -
                                        Acct. Name:
                                        Attention:
                                        Ref: Cenex Harvest States Cooperatives


                                       22
<PAGE>


                                  SYNDICATION PARTIES:

                                  DEERE CREDIT, INC.


                                  By:
                                      ---------------------------------------
                                  Name: Jack W. Harris
                                  Title: Manager Credit
                                         Operations/Administration


                                  Contact Name: Jack W. Harris
                                  Title: Manager Credit
                                         Operations/Administration
                                  Address:   6400 NW 86th Street
                                             P.O. Box 6650-Dept 140
                                             Johnston, IA 50131-6650
                                  Phone No.: 515/267-4349
                                  Fax No.: 515/267-4020
                                  Individual 364-Day Commitment: $38,000,000.00
                                  Individual 5-Year Commitment: $0.00
                                  Payment Instructions:
                                        Bank: Bank One
                                        Bank Address: Chicago, IL
                                        ABA - 071000013
                                        Acct. Name: Deere Credit Services
                                        Account Number - 51-52135
                                        Ref: Cenex Harvest States Cooperatives


                                       23
<PAGE>


                                  SYNDICATION PARTIES:

                                  HARRIS TRUST AND SAVINGS BANK



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


                                  Contact Name: Robert H. Wolohan
                                  Title: Vice President
                                  Address:   111 W. Monroe Street
                                             20th Floor West
                                             Chicago, IL 60603
                                  Phone No.: 312/461-6049
                                  Fax No.: 312/293-4280
                                  Individual 364-Day Commitment: $29,000,000.00
                                  Individual 5-Year Commitment: $0.00
                                  Payment Instructions:
                                        Bank: Harris Trust and Savings Bank,
                                         Chicago, IL
                                        ABA#: 071000288
                                        Credit Account #1092154 Credit Services
                                        Notify: Robert Nelson 461-3118
                                        Ref: Cenex Harvest States Cooperatives


                                       24

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>cenex023213_ex10-2.txt
<DESCRIPTION>4TH AMENDMENT TO CREDIT AGRMNT (TERM LOAN)
<TEXT>
                                                                    EXHIBIT 10.2


                                FOURTH AMENDMENT
                                       TO

                                CREDIT AGREEMENT
                                   (TERM LOAN)

         THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (Term Loan) ("AMENDMENT
AGREEMENT") is made May 22, 2002, to be effective as of the Effective Date, by
and among Cenex Harvest States Cooperatives, a Minnesota cooperative corporation
("BORROWER"), CoBank, ACB ("COBANK") as Lead Arranger, and as the Administrative
Agent for the benefit of the present and future Syndication Parties (in that
capacity "ADMINISTRATIVE AGENT"), and the Syndication Parties signatory hereto,
including CoBank in such capacity (each a "SYNDICATION PARTY" and collectively,
the "SYNDICATION PARTIES").

                                    RECITALS

         A. Borrower, CoBank, St. Paul Bank for Cooperatives ("ST. PAUL BANK"),
and the Syndication Parties entered into a Credit Agreement (Term Loan) (as
amended, the "CREDIT AGREEMENT") dated as of June 1, 1998.

         B. The Credit Agreement was amended by the First Amendment to Credit
Agreement (Term Loan) effective as of May 31, 1999 ("FIRST AMENDMENT") and by
the Second Amendment to Credit Agreement (Term Loan) effective as of May 23,
2000 ("SECOND AMENDMENT") , and by the Third Amendment to Credit Agreement
(Revolving Loan) dated as of May 23, 2001 ("THIRD AMENDMENT").

         C. CoBank is the successor by merger to the interests and obligations
of St. Paul Bank under the Credit Agreement.

         D. The parties hereto desire to amend the Credit Agreement as
hereinafter set forth.

         NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, including the mutual promises and agreements
contained herein, the parties hereto hereby agree as follows:

1. DEFINITIONS. Capitalized terms used herein without definition shall have the
definition given to them in the Credit Agreement if defined therein.

<PAGE>


2. AMENDMENTS TO CREDIT AGREEMENT. The parties hereto agree that the Credit
Agreement shall be amended as follows as of the Effective Date:

         2.1 Sections 1.26, 1.27, and 1.28 are amended in their entirety to read
as follows:

         1.26 CONSOLIDATED CURRENT ASSETS: the total current assets of Borrower
and its Consolidated Subsidiaries as measured in accordance with GAAP.

         1.27 CONSOLIDATED CURRENT LIABILITIES: the total current liabilities of
Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP.

         1.28 CONSOLIDATED FUNDED DEBT: all indebtedness for borrowed money of
the Borrower and its Consolidated Subsidiaries, in each case maturing by its
terms more than one year after, or which is renewable or extendible for a period
ending one year or more after, the date of determination, and shall include Debt
of such maturity created or assumed by the Borrower or any Consolidated
Subsidiary either directly or indirectly, including obligations of such maturity
secured by liens upon property of the Borrower or its Consolidated Subsidiaries
and upon which such entity customarily pays the interest, and all rental
payments under capitalized leases of such maturity.

         2.2 Section 10.6 is amended in its entirety to read as follows:

         10.6 LOANS. Borrower shall not (nor shall it permit any of its
Restricted Subsidiaries to) lend or advance money, credit, or property to any
Person, except for (a) loans to Restricted Subsidiaries; (b) trade credit
extended in the ordinary course of business; (c) loans made by Borrower to its
members on open account maintained by such members with Borrower or made by
Borrower to its members pursuant to its Affiliate Financing CoBank Participation
Program; provided that (i) the aggregate principal amount of all such loans
outstanding at any time shall not exceed $200,000,000.00, and (ii) the aggregate
outstanding principal amount of all such loans retained by Borrower shall not
exceed $50,000,000.00; (d) loans made by Fin-Ag, Inc. to agricultural producers,
provided that (i) the aggregate outstanding principal amount of all such loans
at any time shall not exceed $125,000,000.00, (ii) at all times prior to
December 1, 2001, the aggregate outstanding principal amount of all such loans
retained by Fin-Ag, Inc. shall not exceed $38,000,000.00, and (iii) at all times
on and after December 1, 2001, the aggregate outstanding principal amount of all
such loans retained by Fin-Ag, Inc. shall not exceed $25,000,000.00.

         2.3 Section 10.7 is amended in its entirety to read as follows:

         10.7 MERGER; ACQUISITIONS; BUSINESS FORM; ETC. Borrower shall not merge
(nor shall it permit any of its Restricted Subsidiaries to) or consolidate with
any entity, or acquire all or substantially all of the assets of any person or
entity, or form or create any new subsidiary (other than a Restricted Subsidiary
formed by Borrower) or affiliate, change its business form from a cooperative
corporation, or commence operations under any other name, organization, or
entity, including any joint venture; provided, however,


                                       2
<PAGE>


         (a) The foregoing shall not prevent any acquisition, consolidation, or
merger if after giving effect thereto:

                  (i) The book value of Borrower and its subsidiaries does not
         increase due to all such mergers, consolidations or acquisitions by an
         aggregate amount in excess of $50,000,000 in any fiscal year of
         Borrower;

                  (ii) Borrower is the surviving entity; and

                  (iii) No Event of Default or Potential Default shall have
         occurred and be continuing.

         (b) The foregoing shall not prevent Borrower from forming or creating
any new subsidiary or affiliate provided:

                  (i) The Investment in such subsidiary or affiliate does not
         violate any provision of Section 10.8 hereof; and

                  (ii) Such subsidiary or affiliate shall not acquire all or
         substantially all of the assets of any Person except through an
         acquisition, consolidation, or merger satisfying the requirements of
         clause (a) of this Section.

         2.4 Clause (j) of Section 10.8 (and only that clause), is amended in
its entirety to read as follows:

                  (j) Investments, in addition to those permitted by clauses (a)
                  through (i) above, in an aggregate amount not exceeding
                  $140,000,000.00.

3. BORROWER'S REPRESENTATIONS. Borrower hereby represents and warrants that,
after giving effect to this Amendment Agreement and the transactions
contemplated hereby, no Potential Default or Event of Default has occurred and
is continuing under the Credit Agreement or other Loan Documents.

4. EFFECTIVE DATE. This Amendment Agreement shall become effective on May 22,
2002 ("EFFECTIVE DATE"), so long as on or before that date the Administrative
Agent receives (a) an original copy of this Amendment Agreement (or original
counterparts thereof) duly executed by each party hereto, (b) a copy of a
resolution of Borrower's board of directors, certified to by Borrower's
corporate secretary, which authorizes execution of this Amendment Agreement; (c)
an opinion of Borrower's counsel in all respects acceptable to the
Administrative Agent; and (d) payment by wire transfer of each of the costs,
expenses described in Section 6 hereof. Upon the satisfaction of all conditions
precedent hereto, the Administrative Agent will notify each party hereto in
writing and will provide copies of all appropriate documentation in connection
herewith.


                                       3
<PAGE>


5. COSTS; EXPENSES AND TAXES. Borrower agrees to reimburse the Administrative
Agent on demand for all out-of-pocket costs, expenses and charges (including,
without limitation, all fees and charges of external legal counsel for the
Administrative Agent) incurred by the Administrative Agent in connection with
the preparation, reproduction, execution and delivery of this Amendment
Agreement and any other instruments and documents to be delivered hereunder.

6. GENERAL PROVISIONS.

         6.1 The Credit Agreement, except as expressly modified herein, shall
continue in full force and effect and be binding upon the parties thereto.

         6.2 Borrower agrees to execute such additional documents as the
Administrative Agent may require to carry out or evidence the purposes of this
Amendment Agreement.

         6.3 The execution, delivery and effectiveness of this Amendment
Agreement shall not operate as a waiver of any right, power or remedy of the
Administrative Agent or any Syndication Party under any of the Loan Documents,
nor constitute a waiver of any provision of any of the Loan Documents, and the
Credit Agreement, as expressly modified hereby, and each other Loan Document are
hereby ratified and confirmed and shall continue in full force and effect and be
binding upon the parties thereto. Any direct or indirect reference in the Loan
Documents to the "Credit Agreement" shall be deemed to be a reference to the
Credit Agreement as amended by this Amendment Agreement.

7. GOVERNING LAW. This Amendment Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.

8. COUNTERPARTS. This Amendment Agreement may be executed in any number of
counterparts and by different parties to this Amendment Agreement in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Telefax copies of documents or signature pages bearing original signatures, and
executed documents or signature pages delivered by telefax, shall, in each such
instance, be deemed to be, and shall constitute and be treated as, an original
signed document or counterpart, as applicable.

                    [EXECUTION PAGES BEGIN ON THE NEXT PAGE].


                                       4
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to Credit Agreement (Term Loan) to be executed by their duly
authorized officers as of the Effective Date.

                                   BORROWER:

                                   CENEX HARVEST STATES COOPERATIVES, a
                                   cooperative corporation formed under the laws
                                   of the State of Minnesota


                                   By:
                                       --------------------------------------
                                   Name: John Schmitz
                                   Title: Chief Financial Officer

                                   ADMINISTRATIVE AGENT:

                                   COBANK, ACB


                                   By:
                                       --------------------------------------
                                   Name:
                                   Title: Vice President

                                   SYNDICATION PARTY:

                                   COBANK, ACB


                                   By:
                                       --------------------------------------
                                   Name:
                                   Title: Vice President


                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>cenex023213_ex10-3.txt
<DESCRIPTION>SYNDICATION ADOPTION AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.3


                         SYNDICATION ADOPTION AGREEMENT

         This Syndication Adoption Agreement entered into this 22nd day of May,
2002 ("EFFECTIVE DATE") by and between CoBank, ACB, in its capacity as the
Administrative Agent under the Credit Agreement (as defined below) (in such
role, "ADMINISTRATIVE AGENT"), and each of the other parties signatory hereto
(each an "ADOPTING PARTY", and collectively, the "ADOPTING PARTIES").

RECITALS

         A. Pursuant to the Credit Agreement (Revolving Loan) by and between
Administrative Agent, St. Paul Bank for Cooperatives, the Syndication Parties
named therein, and Cenex Harvest States Cooperatives ("BORROWER"), dated June 1,
1998, and amended by the First Amendment to Credit Agreement (Revolving Loan)
effective as of May 28, 1999, the Second Amendment to Credit Agreement
(Revolving Loan) dated May 23, 2000, the Third Amendment to Credit Agreement
(Revolving Loan) dated May 22, 2001, and the Fourth Amendment to Credit
Agreement (Revolving Loan) dated May 22, 2002 (as amended, and as it may be
amended in the future, the "CREDIT AGREEMENT"), the Syndication Parties thereto
have agreed to provide, limited to their respective Individual Commitments and
Pro Rata Shares, financing to Borrower in the maximum aggregate amount of
$550,000,000.00 through the 364-Day Facility and $200,000,000.00 through the
5-Year Facility, to be used for the purposes set forth in the Credit Agreement.

         B. The Adopting Parties wish to become Syndication Parties under the
Credit Agreement with respect to the Individual 364-Day Commitment amounts set
forth beneath their signatures on this Syndication Adoption Agreement
("SYNDICATION INTEREST").

AGREEMENT

         For good and valuable consideration, the receipt and sufficiency of
which the parties hereto hereby acknowledge, and each to induce the others to
enter into this Syndication Adoption Agreement ("AGREEMENT"), the parties hereto
hereby agree as follows:

         DEFINITIONS

         Capitalized terms used herein without definition shall have the meaning
given them in the Credit Agreement, if defined therein.

1. ACQUISITION OF SYNDICATION INTEREST.

         1.1. Each Adopting Party agrees to, as of the Effective Date, and at
all times thereafter, comply with all of the obligations of a Syndication Party
holding an Individual 364-Day Commitment in the amount shown beneath its
signature below, as such obligations are set forth in the Credit Agreement.

<PAGE>


2. REPRESENTATIONS, WARRANTIES, AND AGREEMENTS.

         2.1. Each Adopting Party represents and warrants that: (a) the making
and performance of this Agreement including its agreement to be bound by the
Credit Agreement is within its power and has been duly authorized by all
necessary corporate and other action by it; (b) entering into this Agreement and
performance of its obligations hereunder and under the Credit Agreement will not
conflict with nor constitute a breach of its charter or by-laws nor any
agreements by which it is bound, and will not violate any judgment, decree or
governmental or administrative order, rule, law, or regulation applicable to it;
(c) no approval, authorization or other action by, or declaration to or filing
with, any governmental or administrative authority or any other Person is
required to be obtained or made by it in connection with the execution, delivery
and performance of its duties under this Agreement and the Credit Agreement; (d)
this Agreement has been duly executed by it, and, this Agreement and the Credit
Agreement, constitute its legal, valid, and binding obligation, enforceable in
accordance with their terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the rights of creditors generally and general equitable
principles (regardless of whether such enforceability is considered in a
proceeding at law or in equity); and (e) the act of entering into and performing
its obligations under this Agreement and the Credit Agreement have been approved
by its credit committee at an authorized meeting thereof (or by written consent
in lieu of a meeting) and such action was duly noted in the written minutes of
such meeting, and it will, if requested by Administrative Agent, furnish
Administrative Agent with a certified copy of such minutes or an excerpt
therefrom reflecting such approval.

         2.2. Each Adopting Party further represents that under the applicable
law in effect as of the date hereof, it is entitled to receive any payments to
be made to it under the Credit Agreement without the withholding of any tax and
will furnish to Administrative Agent and to Borrower such forms, certifications,
statements and other documents as Administrative Agent or Borrower may request
from time to time to evidence such Adopting Party's exemption from the
withholding of any tax imposed by any jurisdiction or to enable Administrative
Agent or Borrower, as the case may be, to comply with any applicable laws or
regulations relating thereto. Without limiting the effect of the foregoing, if
such Adopting Party is not created or organized under the laws of the United
States of America or any state thereof, such Adopting Party will furnish to
Administrative Agent and Borrower IRS Form 4224 or Form 1001, or such other
forms, certifications, statements or documents, duly executed and completed by
Adopting Party, as evidence of such Adopting Party's exemption from the
withholding of United States tax with respect thereto. Notwithstanding anything
herein to the contrary, Borrower shall not be obligated to make any payments to
or for the benefit of Adopting Party until Adopting Party shall have furnished
to Administrative Agent and Borrower the requested form, certification,
statement or document.

         2.3. Each Adopting Party acknowledges receipt of true and correct
copies of all Loan Documents and agrees and represents that: (a) it has relied
upon its independent review of (i) the Loan Documents, and (ii) any information
independently acquired by it from Borrower or otherwise in making its decision
to acquire an interest in the Loan independently and without reliance on any
Syndication Party or Administrative Agent; (b) it has obtained such information
as it deems necessary (including any information it independently obtained from


                                       2
<PAGE>


Borrower or others) prior to making its decision to acquire the Syndication
Interest; (c) it has made its own independent analysis and appraisal of and
investigation into Borrower's authority, business, operations, financial and
other condition, creditworthiness, and ability to perform its obligations under
the Loan Documents and has relied on such review in making its decision to
acquire the Syndication Interest, and will continue to rely solely upon its
independent review of the facts and circumstances related to Borrower, and
without reliance upon any Syndication Party or Administrative Agent, in making
future decisions with respect to all matters under or in connection with the
Loan Documents and its participation in the Loan as a Syndication Party.

         2.4. Each Adopting Party acknowledges and agrees that: (a) neither
Administrative Agent nor any Syndication Agent nor any Syndication Party has
made any representation or warranty, except as expressly stated in this
Agreement or the Credit Agreement, nor do they assume any responsibility with
respect to the due execution, validity, sufficiency, enforceability or
collectibility of the Loan, the Loan Documents or the Notes or with respect to
the accuracy and completeness of matters disclosed, represented or warranted in
the Loan Documents by Borrower (including financial matters); (b) neither
Administrative Agent nor any Syndication Party assumes any responsibility for
the financial condition of Borrower or for the performance of Borrower's
obligations under the Loan Documents; (c) except as otherwise expressly provided
in this Agreement or the Credit Agreement, neither any Syndication Agent nor the
Administrative Agent nor any other Syndication Party shall have any duty or
responsibility to furnish to any other Syndication Parties any credit or other
information concerning Borrower which may come into its or their possession.

         2.5. Each Adopting Party: (a) represents that it has acquired and is
retaining the Syndication Interest it is acquiring in the Loan for its own
account in the ordinary course of its banking or financing business; (b) agrees
that it will not sell, assign, convey or otherwise dispose of ("TRANSFER"), or
create or permit to exist any lien or security interest on, all or any part of
its Syndication Interest in the Loan without compliance with all of the terms
and conditions of the Credit Agreement, including Section 16.27 thereof.

         2.6. Each Adopting Party:

                  2.6.1 Irrevocably consents and submits to the non-exclusive
                  jurisdiction of the courts of the State of Colorado and the
                  United States District Court for the District of Colorado and
                  waives any objection based on venue or forum non conveniens
                  with respect to any action instituted therein arising under
                  this Agreement or the Credit Agreement or in any way connected
                  with or related or incidental to the dealings of the parties
                  hereto in respect of this Agreement or the Credit Agreement or
                  the transactions related hereto, in each case whether now
                  existing or hereafter arising, and whether in contract, tort,
                  equity or otherwise, and agrees that any dispute with respect
                  to any such matters shall be heard only in the courts
                  described above.

                  2.6.2 Agrees that, with respect to litigation concerning this
                  Agreement or the Credit Agreement within the jurisdiction of
                  the courts of the State of Colorado or the United States


                                       3
<PAGE>


                  District Court for the District of Colorado: (a) in the event
                  it shall not maintain a duly appointed agent for service of
                  summons in Colorado, it hereby waives personal service of any
                  and all process upon it and consents that all such service or
                  process may be made by certified mail (return receipt
                  requested) directed to its address set forth in Section 17.4
                  of the Credit Agreement (as provided herein) and service so
                  made shall be deemed to be completed five (5) days after the
                  same shall have been so deposited in the U.S. mails, or, at
                  the option of the party making such service, by service in any
                  other manner provided under the rules of any such courts; and
                  (b) within thirty (30) days after such service, Adopting Party
                  shall appear in answer to such process, failing which it shall
                  be deemed in default and judgment may be entered against it
                  for the amount of the claim and other relief requested.

                  2.6.3 HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
                  DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS
                  AGREEMENT OR THE CREDIT AGREEMENT OR (b) IN ANY WAY CONNECTED
                  WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
                  HERETO IN RESPECT OF THIS AGREEMENT OR THE CREDIT AGREEMENT OR
                  THE TRANSACTIONS RELATED THERETO IN EACH CASE WHETHER NOW
                  EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT,
                  EQUITY OR OTHERWISE. EACH ADOPTING PARTY HEREBY AGREES AND
                  CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
                  ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT
                  ADMINISTRATIVE AGENT OR ANY SYNDICATION PARTY MAY FILE AN
                  ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY
                  COURT AS WRITTEN EVIDENCE OF THE CONSENT OF ADOPTING PARTY TO
                  THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

3. GENERAL.

         3.1. Each Adopting Party's address for notice under Section 17.4 of the
Credit Agreement shall be as set forth beneath its signature below as "Contact
Name".

         IN WITNESS HEREOF, the parties hereto have caused this Syndication
Adoption Agreement to be executed as of the Effective Date by their duly
authorized representatives.

                                   Administrative Agent (as
                                   Administrative Agent):
                                   COBANK, ACB

                                   By
                                      ------------------------------
                                   Name:
                                   Title: Vice President


                                       4
<PAGE>


                                   ADOPTING PARTY:

                                   NATIONAL CITY BANK OF INDIANA



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


                                   Contact Name:
                                   Title:
                                   Address:

                                   Phone No.:
                                   Fax No.:
                                   Individual 364-Day Commitment: $13,000,000.00
                                   Individual 5-Year Commitment: $0.00
                                   Payment Instructions:
                                         Bank _____
                                         ABA -
                                         Acct. Name:
                                         Attention:
                                         Ref: Cenex Harvest States Cooperatives


                                       5
<PAGE>


                                   ADOPTING PARTY:

                                   DEERE CREDIT, INC.



                                   By
                                      ------------------------------
                                   Name: Jack W. Harris
                                   Title: Manager Credit
                                          Operations/Administration


                                   Contact Name: Jack W. Harris
                                   Title: Manager Credit
                                          Operations/Administration
                                   Address:   6400 NW 86th Street
                                              P.O. Box 6650-Dept 140
                                              Johnston, IA 50131-6650
                                   Phone No.: 515/267-4349
                                   Fax No.: 515/267-4020
                                   Individual 364-Day Commitment: $38,000,000.00
                                   Individual 5-Year Commitment: $0.00
                                   Payment Instructions:
                                         Bank: Bank One
                                         Bank Address: Chicago, IL
                                         ABA - 071000013
                                         Acct. Name: Deere Credit Services
                                         Account Number - 51-52135
                                         Ref: Cenex Harvest States Cooperatives


                                       6
<PAGE>


                                   ADOPTING PARTY:


                                   HARRIS TRUST AND SAVINGS BANK



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



                                   Contact Name: Robert H. Wolohan
                                   Title: Vice President
                                   Address:   111 W. Monroe Street
                                              20th Floor West
                                              Chicago, IL 60603
                                   Phone No.: 312/461-6049
                                   Fax No.: 312/293-4280
                                   Individual 364-Day Commitment: $29,000,000.00
                                   Individual 5-Year Commitment: $0.00
                                   Payment Instructions:
                                         Bank: Harris Trust and Savings Bank,
                                               Chicago, IL
                                         ABA#: 071000288
                                         Credit Account #1092154 Credit Services
                                         Notify: Robert Nelson 461-3118
                                         Ref: Cenex Harvest States Cooperatives


                                       7
<PAGE>


                               BORROWER'S CONSENT

         Borrower hereby signifies its consent to acquisition of Individual
364-Day Commitment by each Adopting Party as described above.

                                   CENEX HARVEST STATES COOPERATIVES

                                   By
                                      ------------------------------
                                   Name John Schmitz
                                   Title Chief Financial Officer


                                       8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>cenex023213_ex-99.txt
<DESCRIPTION>CAUTIONARY STATEMENT
<TEXT>
                                                                      EXHIBIT 99


                              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, forecasted, 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
substitutions of commodities. Demand may also be affected by changes in eating
habits, by population growth and increased or decreased per capita consumption
of some products.

     Improved technological advances in agriculture could decrease the demand
for crop input products and services. Genetically engineered seeds that resist
disease and insects or meet certain nutritional requirements could affect the
demand for crop nutrient and crop protection products, as well as the demand for
fuel to operate application equipment and vehicles.

     The Farm Security and Rural Investment Act (2002 Farm Bill) that will
govern federal farm programs for the next six years, may negatively affect crop
production and agricultural trade. The 2002 Farm Bill increases the number of
acres involved in the Conservation Reserve Program (CRP), which may result in a
decrease in planted acres and therefore reduce input demand and grain volume.
Other conservation programs may also decrease the demand for inputs and grain
volume, even though they are directed to working land. Challenges will persist
in the global marketplace for grain and food. Reduced demand for U.S.
agricultural products may also adversely affect the demand for fertilizer,
chemicals and petroleum 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
inventories 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 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.

<PAGE>


     COMPETITION. Some of our competitors are larger, better known and have
substantially greater marketing, financial, personnel and other resources,
including established reputations and working relationships than the Company.

     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.

     ENVIRONMENTAL LAWS MAY EXPOSE THE COMPANY TO FINANCIAL LIABILITY. The
Company is subject to federal, state and local provisions regulating the use,
storage, discharge and disposal of hazardous material into the environment.
Although our current operations have not been significantly affected by
compliance with environmental laws or regulations, government entities are
becoming increasingly sensitive to environmental issues, and we cannot predict
what impact future laws or regulations may have on potential environmental
liabilities to the Company.

     CONCERNS WITH THE SAFETY AND QUALITY OF FOOD PRODUCTS. The Company could be
adversely affected if consumers lose confidence in the safety and quality of
certain food products. Adverse publicity about these types of concerns, such as
the recent publicity about genetically modified organisms and "mad cow disease"
in Europe may discourage consumers from buying certain products.

     If the Company's food products become adulterated or misbranded, the
Company would need to recall those items and may experience product liability
claims if consumers are injured as a result. A widespread product recall or a
significant product liability judgement could cause products to be unavailable
for a period of time and a loss of consumer confidence in food products, and
could have a material adverse effect.

     OIL AND NATURAL GAS PRICES ARE VOLATILE. Revenues and profitability in the
Company's energy segment and manufacturing operations depend on prevailing
prices for oil and natural gas. Historically, prices for oil and natural gas
have been volatile and are likely to continue to be volatile in the future.

     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.

<PAGE>


                 (This page has been left blank intentionally.)

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
