EXHIBIT 10.4

LIMITED LIABILITY COMPANY AGREEMENT
BETWEEN
CARGILL, INCORPORATED
AND
CENEX HARVEST STATES COOPERATIVES

THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made and entered into on this 26th day of August 2002 (the "Effective Date") by and between CENEX HARVEST STATES COOPERATIVES, a corporation organized and existing under the laws of Minnesota ("CHS") and CARGILL, INCORPORATED, a corporation organized and existing under the laws of Delaware ("Cargill"), each hereafter individually referred to as a "Member" and collectively referred to as "Members".

WHEREAS, CHS and Continental Grain Company ("Continental") formed a general partnership, namely the Tacoma Export Marketing Company ("TEMCO"), on or about the 15th day of September, 1992 for the purpose of engaging in the buying, selling, storing and handling of certain Feedgrains and Oilseeds for export from the Pacific Northwest, United States primarily through Continental's leased facility at Tacoma, Washington ("Tacoma Facility") and such other business activities as were related thereto; and

WHEREAS, Cargill purchased and took assignment of Continental's interest in TEMCO, the Tacoma Facility and the sublease between Continental and TEMCO, and Cargill and CHS subsequently entered into an Amended and Restated Partnership Agreement on the 12th day of July 1999; and

WHEREAS, Cargill and CHS intend to convert TEMCO from a Washington general partnership to a Delaware limited liability company, to be known as TEMCO, LLC (the "Company") and to be formed as a limited liability company organized and existing under the Delaware Limited Liability Company Act, 6 Del. C.ss. 8-101, et seq., and as required thereunder, do hereby adopt this Agreement as the operating agreement of the Company;

NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein, the Members hereto agree as follows:

ARTICLE I
DEFINITIONS

1.1 TERMS DEFINED HEREIN. As used herein, the following terms shall have the following meanings, unless the context otherwise specifies:

"Accountant" shall have the meaning set forth in Section 5.5(r).

"Act" means the Delaware Limited Liability Company Act, 6 Del. C.
Section 8-101, et seq., as amended from time to time.

"Additional Contribution" shall have the meaning set forth in Section 3.2.1.

"Adjusted Capital Account Deficit" means, with respect to any Member, the deficit balance, if any, in such Member's Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: (i) increased for any amounts such Member is unconditionally obligated to restore under Treasury Regulations 1.704-1(b)(2)(ii.)(c), and the amount of such Member's share of Company Minimum Gain and Member Minimum Gain after taking into account any changes during such year in

accordance with Treasury Regulations 1.7042(g)(1) and (i.)(5); and (ii) reduced by the items described in Treasury Regulation ss.1.704-1(b)(2)(ii)(d) (4), (5) and (6).

"Affiliate" means, with respect to any Member, any Person that directly controls, is controlled by or is under common control with that Member. As used in this definition, the term "control" means the possession of the power to direct or cause the direction of the management and policies of a Person or through the direct or indirect ownership of over 50% of the outstanding capital stock or other equity interest having ordinary voting power.

"Available Cash" means that portion of the aggregate amount of cash on hand or in bank, money market or similar accounts of the Company at any given time derived from any source and which the Board of Managers determine is available for distribution after taking in account amounts required or appropriate to maintain a reasonable amount of working capital and reserves for outstanding obligations and anticipated future expenditures of the Company.

"Bankruptcy" with respect to any Person, means the entry of an order for relief against such Person under the Federal Bankruptcy Code.

"Board of Managers" shall have the meaning set forth in Section 5.1.

"Business" means the Company's business conducted in accordance with the Business Purpose.

"Business Plan" has the meaning set forth in Section 2.7.

"Business Purpose" means to engage in the business of buying, trading, selling, handling and transporting for export and exporting Feedgrains and Oilseeds from the Pacific Northwest, United States through the Tacoma Facility, and through the Seattle Facility pursuant to a put through agreement with the operator of the Seattle Facility, to Pacific Basin destinations and engaging in such other activities and business as may be incidental or related thereto or necessary or desirable in furtherance of such purpose. The Company shall establish or cause to be established such business organizations and shall own, directly or indirectly, such assets as the Company determines are appropriate to achieve the purpose set forth herein.

"Capital Account" means the separate account established and maintained for each Member by the Company pursuant to Section 3.3.

"Cash for Distribution" has the meaning set forth in Section 8.8.

"Cash Needs" has the meaning set forth in Section 8.2.1.

"Cobank" has the meaning set forth in Section 10.2.5.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor Internal Revenue Code.

"Collateral" has the meaning set forth in Section 14.1.1.

"Company" means TEMCO, LLC, a Delaware limited liability company.

"Company Minimum Gain" shall have the same meaning as partnership minimum gain set forth in Treasury Regulations ss.ss. 1.704-2(b)(2) and 1.704-2(d).

"Confidential Information" has the meaning set forth in Section 11.1.

"Contributing Member" has the meaning set forth in Section 3.2.4.

"Credits" means all credits allowed by the Code with respect to activities of the Company or the Property.

"Deadlock" has the meaning set forth in Section 5.6.

"Delinquent Member" has the meaning set forth in Section 3.2.4.

"Depreciation" means, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period; provided, however, that (a) if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes and such difference is being eliminated by use of the "remedial allocation method" defined by Treasury Regulations ss.1.704-3(d), Depreciation for such Fiscal Year shall be the amount of basis recovered for such fiscal year under the rules prescribed by Treasury Regulations ss.1.704-3(d)(2), and (b) in any other case in which the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax deduction, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis of an asset at the beginning of the Fiscal Year is zero for federal income tax purposes, then Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Members.

"Disclosing Party" has the meaning set forth in Section 10.1.

"Effective Date" shall mean the date set forth in the preamble of this Agreement.

"Effective Rate" shall have the meaning set forth in Section 3.5.

"Emergency Needs" has the meaning set forth in Section 8.2.2.

"Fair Value" of an asset means its fair market value.

"Feedgrains" shall mean corn and sorghum.

"Fiscal Year" shall mean the Company's fiscal year which shall begin on June 1 and end on May 31 of each year.

"Fundamental Issue(s)" has the meaning set forth in Section 5.5.

"GAAP" has the meaning set forth in Section 8.6.2.

"General Manager" has the meaning set forth in Section 6.1.

"Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

(1) The initial Gross Asset Value of any asset contributed by a Member to the

Company shall be the Fair Value of such asset, as determined by the contributing Member and the Company;

(2) The Gross Asset Value of all Company assets may be adjusted to equal their respective gross fair market values, as determined by the Members, as of, among other times, the following: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis contribution of money or other property; (ii) the distribution by the Company of more than a de minimis amount of money or other property to a Member as a consideration for an interest in the Company; and
(iii) the liquidation of the Company within the meaning of Treasury Regulations ss.1.704-1(b)(2)(ii)(g) (other than a liquidation pursuant to Code Section
708(b)(1)(B));

(3) The Gross Asset Value of any Company asset distributed to any Member shall be the Fair Value of such asset on the date of distribution, as determined by the Members; and

(4) The Gross Asset Value of any Company assets may be increased (or decreased) by the Members to reflect any adjustments to the adjusted basis of such assets pursuant to Code Sections 734(b) or 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations ss.1.704-1(b)(2)(iv)(m) and
Section 4.5(h) hereof.

If the Gross Asset Value of an asset has been determined or adjusted hereunder, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Income and Losses.

"Income" and "Loss" means, respectively, for each Fiscal Year or other period, an amount equal to the Company's taxable income or loss for such year or period, determined in accordance with Code Section 703(a), except that for this purpose (i) all items of income, gain, deduction or loss required to be separately stated by Code Section 703(a)(1) shall be included in taxable income or loss; (ii) tax exempt income shall be added to taxable income or loss; (iii) any expenditures described in Code Section 705(a)(2)(B) (or otherwise treated in a similar manner) and not otherwise taken into account in computing taxable income or loss shall be subtracted; (iv) in the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraphs (2) or (3) of the definition of Gross Asset Value hereunder, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Income or Losses; (v) gain or loss resulting from any disposition of a Company asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value; (vi) in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other period computed in accordance with the definition of Depreciation contained herein; (vii) to the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required by Treasure Regulations ss.1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member's Interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Income or Losses, and (viii) notwithstanding any other provision of this definition, taxable income or loss shall be adjusted to eliminate the impact of any item of income or loss specifically allocated in Article IV.

"Indemnified Parties" has the meaning set forth in Section 7.6.2.

"Indemnified Party" has the meaning set forth in Section 7.6.4.

"Indemnifying Party" has the meaning set forth in Section 7.6.4.

"Interest" refers to all of a Member's right and interest in the Company in its capacity as a Member.

"Intellectual Property" has the meaning set forth in Section 11.4.

"Law" means any federal, state, or local law, rule, regulation or ordinance.

"Liquidation Proceeds" shall have the meaning set forth in Section 10.2.

"Losses" has the meaning set forth in Section 7.6.1.

"Managers" means the Person or Persons designated as Managers of the Company in the Certificate of Formation or those Persons subsequently chosen as the Managers of the Company from time to time pursuant to Article V.

"Members" means those Persons who are members of the Company from time to time, including any Substitute Members. The initial Members of the Company shall be those Persons listed in the preamble of this Agreement.

"Member Minimum Gain" means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations ss.1.704-2(i)(3).

"Member Nonrecourse Debt" shall have the same meaning as partner nonrecourse debt set forth in Treasury Regulations ss.1.704-2(b)(4).

"Member Nonrecourse Deductions" shall have the same meaning as partner nonrecourse deductions set forth in Treasury Regulations ss.1.704-2(i)(2). Generally, the amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt for a Fiscal Year equals the excess, if any, of the net increase, if any, in the amount of the Member Minimum Gain attributable to such Member Nonrecourse Debt during that Fiscal Year over the aggregate amount of any distributions during that Fiscal Year to the Member that bears the economic risk of loss for such Member Nonrecourse Debt to the extent distributions are from proceeds of such Member Nonrecourse Debt and are allocable to an increase in Member Minimum Gain determined in accordance with Treasury Regulations ss.1.704-2(i).

"Nonrecourse Deduction" shall have the same meaning as nonrecourse deductions set forth in Treasury Regulations ss.ss. 1.704-2(b)(1) and 1.704-2(c). Generally, the amount of Nonrecourse Deductions for a Fiscal Year equals the excess, if any, of any increase, if any, in the amount of Company Minimum Gain during that Fiscal Year over the aggregate amount of any distributions during that Fiscal Year of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined according to the provisions of Treasury Regulations ss.1.704-2(c) and (h).

"Nonrecourse Liability" means a Company liability with respect to which no Member bears the economic risk of loss as determined under Treasury Regulations ss.ss. 1.752-1(a)(2) and 1.752-2.

"Offer" has the meaning set forth in Section 9.2.1.

"Oilseeds" shall mean soybeans.

"Other Member" has the meaning set forth in Section 9.2.1.

"PNW" has the meaning set forth in Section 2.9.

"Percentage Interest" means, with respect to any Member, such Member's Percentage Interest in the Company, including such Member's percentage of the net income, gain, loss, deduction and credits of the Company. The Percentage Interest for each Member, prior to any adjustments thereto required by the provisions of this Agreement, shall be as follows:

CARGILL, INCORPORATED 50%
CENEX HARVEST STATES COOPERATIVES 50%

Unless otherwise expressly set forth in this Agreement, no changes shall be made to the Members' Percentage Interests set forth above without the unanimous written consent of the Members.

"Person" means any individual, partnership, corporation, cooperative, trust or other entity.

"Property" means all properties and assets that the Company may own or otherwise have an interest in from time to time.

"Receiving Party" has the meaning set forth in Section 11.1

"Related Party Transactions" has the meaning set forth in Section 15.1.

"Revaluation" has the meaning set forth in Section 9.1.3.

"Selling Member" has the meaning set forth in Section 9.2.

"Services Agreements" has the meaning set forth in Section 2.8.1.

"Substitute Member" shall have the meaning set forth in Section 9.1.3.

"Tacoma Facility" shall have the meaning set forth in Section 2.10.

"Tacoma Facility Sublease" shall have the meaning set forth in Section 2.10.

"Tax Matters Member" shall have the meaning set forth in Section 8.11.

"Treasurer" has the meaning set forth in Section 6.3.

"Treasury Regulations" means the regulations promulgated by the Treasury Department with respect to the Code, as such regulations are amended from time to time, or corresponding provisions of future regulations.

1.2 INTERPRETATION. Words of the masculine gender shall be deemed to include the feminine and neuter genders, and vice versa, where applicable. Words of the singular number shall be deemed to include the plural number, and vice versa, where applicable.

ARTICLE II
ORGANIZATION

2.1 PRINCIPAL OFFICE. The principal office of the Company shall be located at 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077 or at such other place(s) as the Managers may determine from time to time.

2.2 REGISTERED AGENT. The Company shall maintain a registered office at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The name and address of the Company's registered agent is the Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

2.3 BUSINESS PURPOSE.

2.3.1 The Company will have all of the powers and authority granted by the Act, any other Law and this Agreement necessary, appropriate, advisable or convenient to the conduct, promotion or attainment of the Business Purpose of the Company. The Company may not conduct, however, any business or activities outside the scope of the Business Purpose.

2.3.2 The scope of the Business Purpose may be modified only upon the written agreement of all Members.

2.4 TERM. The Company shall continue in existence from the effective date of the Certificate of Formation until the 11th day of July, 2004 unless earlier terminated in accordance with this Agreement or the Act or unless otherwise extended by the written mutual agreement of the Members.

2.5 NO LIABILITY OF MEMBERS, REPRESENTATIVES AND OFFICERS. No Member or its representative or officer, solely by reason of such status, shall be liable, under a judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of any other Member or its representative or officer. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing liability on the Members, or representatives or officers of a Member, for liabilities of the Company.

2.6 INTEREST NOT ACQUIRED FOR RESALE. Each Member warrants to the Company and the other Members that: (a) the Member is duly organized, validly existing, and in good standing under the laws of its state of organization and that it has the requisite power and authority to execute this Agreement and to perform its obligations hereunder; (b) the Member is acquiring an Interest for such Member's own account as an investment and with no intent to distribute such Interest; and
(c) the Member acknowledges that the Interests have not been registered under the Securities Act of 1933 or any state securities laws, and such Member's Interest may not be resold or transferred by it except in accordance with this Agreement, the Act and all applicable Law.

2.7 ADOPTION OF BUSINESS PLAN. At least sixty (60) days prior to the beginning of each Fiscal Year, the Board of Managers shall adopt a business plan (the "Business Plan") for such Fiscal Year, which may be amended from time to time; provided, however, that the Board of Managers shall adopt an initial Business Plan within thirty (30) days after the Effective Date. The Business Plan shall include an annual budget for revenues, expenses, working capital reserves and capital expenditures; any additional capital contributions anticipated to be required for the operation of the Company's Business; and such other information, plans and strategies as the Managers deem advisable. If the Board of Managers fail to adopt

a Business Plan for any Fiscal Year as required hereunder, the Business Plan previously in effect shall continue in effect until a new Business Plan has been adopted.

2.8 PROVISION OF SERVICES BETWEEN THE COMPANY AND THE MEMBERS.

2.8.1 Upon the request of the General Manager or the Board of Managers, either Member, without charge, shall provide to the Company basic management and administrative advice and consultation of the kind generally provided by corporate staff to operating line functions and, including but not limited to legal services, loss prevention and safety counseling, transportation and human resources counseling, and insurance counseling (but excluding management information services), so long as the Member is providing those services to its other business segments. Upon the request to provide such Services, the Company and the Members shall each enter into a services agreement ("Services Agreement"). The Services Agreements shall be substantially similar to the form attached hereto as Exhibit 2.8.1. The Members may provide other services to the Company as the Members and the Company mutually agree upon from time to time.

2.8.2 The expenses incurred by Cargill in its Portland, Oregon office to provide the Company with export administration support shall be provided at no cost to the Company. Similarly, the expenses incurred by CHS in its St. Paul, Minnesota office to provide the Company with accounting and trading administration support shall be provided at no cost to the Company.

2.8.3 The Board of Managers shall oversee the provision of services under this Section 2.8, and in the event the contribution by the Members is not generally equal, the Board of Managers shall take such action as it deems necessary, such as having the Company pay one or both Members for some or all of such services.

2.9 SCOPE OF COMPANY BUSINESS. The Company business shall be limited to the Business Purpose. The Company intends to source Feedgrains and Oilseeds primarily from its Members and its Members intend to supply Feedgrains and Oilseeds on market terms from their grain originating facilities and, in the case of CHS, its affiliated cooperatives from which it purchases such Feedgrains and Oilseeds, customarily tributary to the Pacific Northwest, United States ("PNW") export market.

2.10 SUBLEASE OF TACOMA FACILITY. In order to facilitate the ability of the Company to transport and handle the Feedgrains and Oilseeds which it intends to market into export channels, TEMCO has historically utilized the Tacoma Facility and has entered into the Sublease Agreement between Continental and the TEMCO dated September 28, 1992 and amended by that certain Amendment No. 1 to Sublease dated June 1, 1997 and amended and restated in that certain Amended and Restated Sublease dated July 12, 1999, and the Company desires to utilize the Tacoma Facility and shall obtain all rights, obligations and liabilities of that certain Amended and Restated Sublease (the "Tacoma Facility Sublease"), consistent with the conversion provisions of the Act. The Tacoma Facility Sublease shall terminate on the termination, expiration or dissolution of the Company or as otherwise provided for in the Tacoma Facility Sublease.

2.11 EXCLUSIVITY IN THE PACIFIC NORTHWEST.

2.11.1 Each Member agrees to commit all of its Feedgrains and Oilseeds origination that is tributary to the PNW for export to the Company. Whether origination is tributary to the PNW for export shall be based upon what is the best market (i.e., what is the best net value to the Member originating and selling the grain) for such grain at the time the grain is to be liquidated. If markets offer equal value, origination shall be split equally between the markets, unless doing so negatively impacts the net value to

the Member. The Members shall transfer grain to the Company at the Company's bid price for such grain.

2.11.2 Each Member further agrees that the Company shall be the exclusive export-marketing vehicle for it and its Affiliates for Feedgrains and Oilseeds exported through the PNW.

2.11.3 Upon request of either Member, the other Member shall provide information reasonably requested to the requesting Member to verify compliance with the terms of this Section 2.12.

2.12 INSURANCE. The Company shall purchase and maintain commercial general liability and property insurance on the Tacoma Facility and other insurance coverage, with deductibles and limits, as established and approved by the Board of Managers. The coverage, limits and deductibles shall not be changed without the approval of the Board of Managers.

2.13 PROVISION OF THROUGHPUT SERVICES. The Company shall also provide throughput services for wheat, barley or other commodities at the Tacoma Facility for either Member from time to time at market rates.

ARTICLE III
FINANCIAL MATTERS, CONTRIBUTIONS AND LOANS

3.1 INITIAL CAPITAL CONTRIBUTIONS. As of the Effective Date of this Agreement, each Member will have made an initial contribution to the capital of the Company as set forth on Exhibit 3.1 attached hereto and such initial contribution shall be made contemporaneous with the execution of this Agreement. Any Additional Contributions will become due in accordance with Section 3.2. The Members shall make any Additional Contributions, as contemplated in Section 3.2, in proportion to each Member's respective Percentage Interest at the time such contribution is required to be made. For tax purposes, the LLC will be viewed as a continuation of the partnership and assets will retain the same tax attributes for purposes of maintaining the capital accounts.

3.2 ADDITIONAL CAPITAL CONTRIBUTIONS.

3.2.1 The Members agree that the Company shall meet its capital needs through the borrowing of funds as provided in Section 8.3 and that unless specifically agreed to by the Members and except as set forth in this Section 3.2, the Members shall not be obligated to make any additional capital contributions to the Company. However, if the Board of Managers determine that additional capital contributions are appropriate or necessary for the Company, the General Manager shall, by written notice, call for such additional contributions to the capital of the Company as the Board of Managers determine should be made by the Members. Within a period of time determined by the Board of Managers, not to exceed thirty (30) days following the delivery of such notice, each Member shall contribute, in cash, to the capital of the Company an amount ("Additional Contribution") equal to such Member's Percentage Interest multiplied by the aggregate additional capital contribution as called for by the Board of Managers.

3.2.2 No interest shall accrue on any Member's Capital Account. A Member shall not be entitled to withdraw any part of its capital in the Company or to receive any capital distribution from the Company except as part of a distribution of capital agreed to by the Board of Managers as hereinafter defined or as provided in Article VIII.

3.2.3 All capital contributions and other payments required or permitted to be made by a Member under this Agreement shall be either in cash or, at the request of any Member and if agreed to by

the Board of Managers, on such conditions and for such fair value as the Board of Managers as hereinafter defined shall so determine, in kind.

3.2.4 If a Member (a "Delinquent Member") shall fail to make when due a contribution required pursuant to this Agreement, the other Member (the "Contributing Member") may, in its sole discretion, advance all or part of that amount to the Company. Such advance shall be deemed to be a demand loan by the contributing Member to the Delinquent Member at an interest rate equal to 2% in excess of the Prime Rate for the period during which the advance is outstanding. This loan shall be repaid, together with such interest, by the Delinquent Member promptly upon demand from any funds of the Delinquent Member, including, without limitation, any distribution from the Company which would otherwise be payable to the Delinquent Member. Unless and until the Delinquent Member makes such repayment, the Company shall make no cash distribution to such Member (except that a cash distribution shall be applied to make such repayment and the balance then made to the formerly Delinquent Member). The Contributing Member to which such debt is due (or to which a debt pursuant to Article VIII is due) shall have a security interest in the Interest of the Delinquent Member to secure such amounts owed to it, and such security interest is hereby granted by each Member. To the extent that the principal amount of the delinquency is repaid, the principal amount of such repayment (excluding any interest) shall be deemed a contribution to the capital of the Company by the Delinquent Member and shall be reflected as such in the Capital Account of the Delinquent Member.

3.3 CAPITAL ACCOUNTS. A separate Capital Account shall be maintained for each Member in accordance with Treasury Regulations ss.1.704-1(b)(2)(iv). Each Member's Capital Account shall be (a) increased by: (i) the amount of any cash and the Gross Asset Value of property contributed to the Company by such Member, including the initial contribution set forth in Section 3.1 (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Code Section 752), (ii) allocations to such Member, pursuant to Article IV, of Company income and gain (or items thereof), and (iii) to the extent not already netted out under clause (b)(ii) below, the amount of any Company liabilities assumed by the Member or which are secured by any property distributed to such Member; and (b) decreased by: (i) the amount of cash distributed to such Member by the Company, (ii) the Gross Asset Value of property distributed to such Member (net of liabilities secured by such distributed Property that such Member is considered to assume or take subject to under Code Section 752), (iii) allocations to such Member, pursuant to Article IV, of Company loss and deduction (or items thereof), and (iv) to the extent not already netted out under clause (a)(ii) above, the amount of any liabilities of the Member assumed by the Company or which are secured by any property contributed by such Member to the Company.

In the event any Interest in the Company is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest.

In the event Property is subject to Code ss. 704(c) or is revalued on the books of the Company in accordance with the first paragraph of this Section 3.3 and pursuant to Treasury Regulations ss.1.704-1(b)(2)(iv)(f), the Capital Accounts shall be adjusted in accordance with Treasury Regulations ss.1.704-1(b)(2)(iv)(g) for allocations to the Members of depreciation, amortization and gain or loss, as computed for "book" purposes (and not tax purposes) with respect to such Property.

The foregoing provisions of this Section 3.3 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations ss.ss. 1.704-1(b) and 1.704-2, and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event the Board of Managers determine that it is prudent or advisable to modify the manner in which the Capital Accounts, or any increases or decreases thereto, are computed in order to comply with

such Treasury Regulations, the Board of Managers may cause such modification to be made, provided that it is not likely to have a material effect on the amounts distributable to any Member upon the dissolution of the Company. In addition, the Members may amend this Agreement in order to comply withsuch Treasury Regulations as provided in Section 4.5(k) below.

3.4 CAPITAL WITHDRAWAL RIGHTS, INTEREST AND PRIORITY. Prior to the dissolution and termination of the Company, no Member shall be entitled to withdraw or reduce such Member's Capital Account or to receive any distributions from the Company, except as provided in Articles IV and IX. No Member shall be entitled to receive or be credited with any interest on the balance in such Member's Capital Account at any time. Except as may be otherwise expressly provided herein, no Member shall have any priority over any other Member as to the return of the balance in such Member's Capital Account.

ARTICLE IV
ALLOCATIONS AND DISTRIBUTIONS

4.1 NON-LIQUIDATION CASH DISTRIBUTIONS. Any Available Cash shall be distributed as may be agreed to by the Board of Managers, to the Members in accordance with their respective Percentage Interests as of the end of such Fiscal Year and at such other times as may be agreed to by the Board of Managers.

4.2 LIQUIDATION DISTRIBUTIONS. Liquidation Proceeds shall be distributed in the following order of priority:

(a) To the payment of debts and liabilities of the Company (including to Members to the extent otherwise permitted by law) and the expenses of liquidation; then

(b) To the setting up of such reserves as the Person required or authorized by law to wind up the Company's affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, if any, provided that any such reserves shall be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person shall deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, shall be distributed as hereinafter provided; then

(c) To the Members in accordance with and to the extent of the positive balances in their respective Capital Accounts after taking into account the allocation of all Income or Loss pursuant to this Agreement for the Fiscal Year(s) in which the Company is liquidated until such Capital Accounts are reduced to zero; then

(d) Any remainder to the Members in proportion to their Percentage Interests.

4.3 PROFITS, LOSSES AND DISTRIBUTIVE SHARES OF TAX ITEMS. The Company's Income or Loss, as the case may be, for each Fiscal Year of the Company, as determined in accordance with such method of accounting as may be adopted for the Company pursuant to Article VII, shall be allocated to the Members for both financial accounting and income tax purposes as set forth in this Article IV, except as otherwise provided for herein or unless the Members unanimously agree otherwise.

4.4 ALLOCATION OF INCOME, LOSS AND CREDITS.

4.4.1 Income or Loss (other than from liquidation transactions) and Credits for each Fiscal Year shall be allocated among the Members in accordance with their respective Percentage Interests. To the extent there is a change in the respective Percentage Interests of the Members during the year, Income, Loss and Credits shall be allocated among the pre-adjustment and post-adjustment periods as provided in Section 4.5(l).

4.4.2 Income from liquidation transactions shall be allocated among the Members in accordance with their respective Percentage Interests.

4.5 SPECIAL RULES REGARDING ALLOCATION OF TAX ITEMS. Notwithstanding the foregoing provisions of Article IV, the following special rules shall apply in allocating the Income or Loss of the Company:

(a) Code Section 704(c) and Revaluation Allocations. In accordance with Code ss. 704(c) and the Treasury Regulations thereunder, Income, gain, Loss and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Gross Asset Value at the time of contribution using such method of allocation as permitted under the applicable Treasury Regulations as agreed by the Members. In the event of the adjustments to Members' Capital Account(s) pursuant to Section 3.3 (hereinafter referred to as a "Revaluation"), subsequent allocations of Income, gain, Loss and deduction with respect to such property shall take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Fair Value immediately after the adjustment in the same manner as under Code ss. 704(c) and the Treasury Regulations thereunder. If as a result of a Revaluation, Company Minimum Gain is reduced, the reduction of such Company Minimum Gain shall be added back to the net decrease or increase in Company Minimum Gain otherwise determined. Any elections or other decisions relating to such allocations shall be made by the Board of Managers in a manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 4.5(a) are solely for income tax purposes and shall not affect, or in any way be taken into account in computing, any Member's Capital Account or share of Income or Loss, pursuant to any provision of this Agreement.

(b) Minimum Gain Chargeback. Notwithstanding any other provision of this Article IV, if there is a net decrease in Company Minimum Gain during a Fiscal Year or other taxable period, each Member shall be allocated items of Income and gain for such year (and, if necessary, for subsequent years) in proportion to, and to the extent of, an amount equal to the greater of: (1) the portion of such Member's share of the net decrease in Company Minimum Gain during such year that is allocable to the disposition of Company property subject to Nonrecourse Liabilities; or (2) if such Person would otherwise have an Adjusted Capital Account Deficit at the end of such year, an amount sufficient to eliminate such Member's Adjusted Capital Account Deficit. The items to be allocated shall be determined in accordance with Treasury Regulations ss.1.704-2(g). For purposes of this Section 4.5(b) only, each Member's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to this Article IV with respect to such Fiscal Year and without regard to any net decrease in Member Minimum Gain during such Fiscal Year. The foregoing provisions of this Section 4.5(b) are intended to comply with Treasury Regulations ss.1704-2(f) and shall be interpreted and applied in a manner consistent with such regulation.

A Member's share of Company Minimum Gain shall be, as of the relevant time, the excess of (u) the sum of Nonrecourse Deductions allocated to such Member and the aggregate distributions to such Member of Nonrecourse Liability proceeds allocable to an increase in Company Minimum Gain, over (v) the sum of the Member's aggregate share of the net decreases in Company Minimum Gain, including

decreases from Revaluations. In computing the above, amounts allocated or distributed to the Member's predecessor-in-interest shall be taken into account.

(c) Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article IV other than Section 4.5(b), if there is a net decrease in Member Minimum Gain during a Fiscal Year or other taxable period, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt shall be allocated items of Income and gain for such year (and, if necessary, for subsequent years) in proportion to, and to the extent of, an amount equal to the greater of: (1) the portion of such Member's share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt during such year that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt; or (2) if such Person would otherwise have an Adjusted Capital Account Deficit at the end of such year, an amount sufficient to eliminate such Member's Adjusted Capital Account Deficit. The items to be allocated shall be determined in accordance with Treasury Regulations ss.1.704-2(i)(4) and (5). For purposes of this Section 4.5(c) only, each Member's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to this Article IV with respect to such Fiscal Year, other than allocations of Company Minimum Gain pursuant to Section 4.5(b) hereof. The foregoing provisions of this Section 4.5(c) are intended to comply with Treasury Regulations ss.1.704-2(i)(4) and shall be interpreted and applied in a manner consistent with such regulation.

(d) Qualified Income Offset. In the event any Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulations ss.1.704.1(b)(2)(ii)(d)(4), (5) or (6), which causes or increases such Member's Adjusted Capital Account Deficit, items of Company Income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such Adjusted Capital Account Deficit as quickly as possible, provided that an allocation under this Section 4.5(d) shall be made if and only to the extent such Member would have an Adjusted Capital Account Deficit after all other allocations under this Article IV have been made. It is intended that this Section 4.5(d) be interpreted to comply with the alternate test for economic effect set forth in Treasury Regulations ss.1.704-1(b)(2)(ii)(d).

(e) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other period shall be allocated to the Members in proportion to their Percentage Interests.

(f) Member Nonrecourse Deductions. Any Member Nonrecourse Deduction shall be allocated to the Member who bears the risk of loss with respect to the loan to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations ss.1.704-2(i)(1).

(g) Curative Allocations. Any special allocations of items of Income, gain, deduction or Loss pursuant to Sections 4.5(b), (c), (d), (e) and (f) shall be taken into account in computing subsequent allocations of income and gain pursuant to this Article IV, so that the net amount of any items so allocated and all other items allocated to each Member pursuant to this Article IV shall, to the extent possible, be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of this Article IV if such adjustments, allocations or distributions had not occurred. No allocations pursuant to Sections 4.5(b) and (c) shall be made prior to the Fiscal Year or other taxable period during which there is a net decrease in Company Minimum Gain or Member Minimum Gain, respectively, and in any such case then only to the extent necessary to avoid the potential distortion. In addition, allocations pursuant to this Section 4.5(g) with respect to Nonrecourse Deductions in
Section 4.5(e) and Member Nonrecourse Deductions in Section 4.5(f) shall be deferred to the extent the Members reasonably determine that such allocations are likely to be offset by subsequent allocations of Company Minimum Gain or Member Minimum Gain, respectively.

(h) Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code ss.ss. 734(b) or 743(b) is required, pursuant to Treasury Regulations ss.ss. 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company if Treasury Regulations ss.1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distributions was made in the event that Treasury Regulations ss.1.704-1(b)(2)(iv)(m)(4) applies.

(i) Loss Allocation Limitation. Notwithstanding the other provisions of this Article IV, unless otherwise agreed to by the Managers, no Member shall be allocated Loss in any Fiscal Year or other taxable period that would cause or increase an Adjusted Capital Account Deficit as of the end of such Fiscal Year or other taxable period.

(j) Share of Nonrecourse Liabilities. Solely for purposes of determining a Member's proportionate share of the "excess nonrecourse liabilities" of the Company within the meaning of Treasury Regulation ss.1.752-3(a)(3), each Member's Interest in Company profits is equal to such Member's respective Percentage Interest.

(k) Compliance with Treasury Regulations. The foregoing provisions of this Section 4.5 are intended to comply with Treasury Regulations ss.ss. 1.704-1(b), 1.704-2 and 1.752-1 through 5, and shall be interpreted and applied in a manner consistent with such Treasury Regulations.

(l) General Allocation Provisions. Except as otherwise provided in this Agreement, all items that are components of Income or Loss shall be divided among the Members in the same proportions as they share such Income or Loss, as the case may be, for the year. For purposes of determining the Income, Loss or any other items for any period, Income, Loss or any such other items shall be determined on a daily, monthly or other basis, on an accrual method of accounting.

4.6 WITHHOLDING OF DISTRIBUTIONS. Notwithstanding any other provision of this Agreement, the Board of Managers (or any Person(s) required or authorized by law to wind up the Company's affairs) may determine in their absolute discretion, when in their opinion it is in the best interest of the Company, to suspend or restrict distributions.

4.7 NO PRIORITY. Except as may be otherwise expressly provided herein, no Member shall have priority over any other Member as to Company Income, gain, Loss, Credits and deductions or distributions.

4.8 TAX WITHHOLDING. Notwithstanding any other provision of this Agreement, the Board of Managers are authorized to take any action that they determine to be necessary or appropriate to cause the Company to comply with any withholding requirements established under any federal, state or local tax law, including, without limitation, withholding on any distribution to any Member. For all purposes of this Article IV, any amount withheld on any distribution and paid over to the appropriate governmental body shall be treated as if such amount had in fact been distributed to the Member.

ARTICLE V
MANAGEMENT OF THE COMPANY

5.1 BOARD OF MANAGERS. Except as reserved to the Members in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board of Managers ("Board of Managers"), and the Board of Managers shall have power and authority to manage and direct the business and affairs of the Company. Approval by or actions taken by the Board of Managers in accordance with this Agreement shall constitute approval or action by the Company.

5.2 DESIGNATION OF MANAGERS. The Board of Managers shall at all times consist of six (6) Managers. Two Managers shall be appointed by Cargill and two Managers shall be appointed by CHS and each Member may appoint such alternate Managers as such Member deems advisable. Each of the Members may initially appoint or replace any or all of its Managers or alternate Managers of the Board of Managers by written notice to the Company and the other Member. Each of the Members shall at all times maintain in effect the appointment of at least one
(1) Manager. Each Manager shall serve for indefinite terms at the pleasure of the appointing Member. The initial Managers of the Company, as appointed by each Member, are set forth on Exhibit 5.2

5.3 POWERS OF THE MANAGERS. In addition to the powers and authorities conferred upon them by this Agreement, the Certificate of Formation and the Act, the Board of Managers may exercise all of the powers of the Company, and do all such lawful acts and things, that are not by statute or by the Certificate of Formation or by this Agreement directed or required to be exercised or done by the Members. Notwithstanding the foregoing, except as provided below with respect to the General Manager, the Managers individually are not agents of the Company and do not have any authority to take any actions or execute any instruments on behalf of the Company or otherwise act for or bind the Company.

5.4 MEETINGS.

5.4.1 The Board of Managers shall meet not less than quarterly at such times and places as it may determine. Meetings of the Board of Managers may be called by one (1) Manager. Notice of each meeting of the Board of Managers shall be sent by facsimile (with confirmation receipt) or mail or delivered personally, or by telephone, to each regular and alternate Manager not later than ten (10) Business Days before the date on which the meeting is to be held. The Manager(s) entitled to notice of meetings may waive such notice.

5.4.2 The attendance of two (2) Managers from each Member shall constitute a quorum for the transaction of business of the Board of Managers. Each Manager at the meeting shall be entitled to one vote for each matter to be voted upon by the Board of Managers. Any decision or approval before the Board of Managers shall be taken by majority vote of those of the Board of Managers present or participating in a meeting at which a quorum is present; provided, however, no action shall be authorized unless at least one (1) Manager appointed by each Member votes affirmatively on such action. The failure of the Board of Managers to authorize action with respect to any matter pursuant to the foregoing sentence shall constitute a Deadlock pursuant to Section 5.6.

5.4.3 The regular Managers shall alternately act as chairperson of meetings of the Board of Managers. Minutes of all meeting shall be prepared by the Secretary and shall be distributed to all regular Managers (and alternate Managers if present at a meeting) within thirty (30) days following any meeting.

5.5 FUNDAMENTAL ISSUES. No action may be taken or decision made which binds the Company by the General Manager, any Member on behalf of the Company, or the Company, with regard to any of the Fundamental Issues without the vote (or written consent) of the Board of Managers in accordance with Section 5.4.2. Fundamental Issues shall include decisions and actions on the following matters, and such other matters as may be deemed Fundamental Issues, from time to time, by the Board of Managers:

(a) calls for Additional Contributions or guarantees hereunder;

(b) the issuance of any notes, bonds, debentures or other obligations by the Company, or the incurrence of or assumption of any indebtedness if, after giving effect thereto, the aggregate principal amount of all such indebtedness of the Company, other than indebtedness previously approved by the Board of Managers (including, without limitation, the utilization by the Company of lines of credit previously approved by the Board of Managers for the purpose of financing the business of the Company in the ordinary course), would either (i) exceed the amounts specifically provided therefor and sufficiently identified in the Company's current annual budgets referred to in Sections 5.5(p) and 8.1, or
(ii) result in direct or indirect liability on either or both of the Members for repayment of such indebtedness;

(c) any acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of any interest in the Tacoma Facility other than the sublease contemplated by Section 2.10 hereof;

(d) the acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of real property having a value greater than a threshold amount to be determined by the Board of Managers;

(e) the acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of personal property, other than agricultural commodities traded in the ordinary course of business, with a value greater than a threshold amount to be determined by the Board of Managers;

(f) investing in any Person;

(g) the establishment of trading position limits for agricultural commodities traded by the Company;

(h) the making of loans or provision of guaranties, or the extension or pledge of credit to others, except endorsements and extensions of credit in the ordinary course of business;

(i) the sale of any equity interests (or operation, warrant, conversion in similar rights with respect thereto) in the Company;

(j) the selection, appointment, remuneration, removal and determination of the terms and conditions of employment agreements of officers, executives and key employees of the Company;

(k) the payment of bonuses and perquisites to officers, executives and key employees of the Company;

(l) the confession of any judgment against the Company or the creation, assumption, incurrence, or suffering to be created, assumed or incurred or to exist of, any encumbrance upon any of the assets or property of the Company, or the acquisition or holding or agreement to acquire or hold such property or assets subject to any encumbrance other than (i) liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, and (ii) other minor encumbrances incidental to the conduct of the business of the Company or the ownership of its property and assets which are not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company;

(m) the compromise or submission to arbitration (other than by contract specifically providing for arbitration) or litigation of any claim due, or any dispute or controversy involving the Company for any claim, dispute or controversy in excess of any amount to be determined by the Board of Managers;

(n) the entering into of any contract or commitment (other than those contracts made in the ordinary course of business) involving aggregate expenditures in excess of an amount to be determined by the Board of Managers;

(o) the entering into any contract or commitment (other than those commodity, sales and purchase contracts made in the ordinary course of the Company's grain merchandising business) involving either Member, or any of their Affiliates;

(p) the approval of the annual business operating budget, capital expenditure budget and business plan and the amount of Cash for Distribution and adoption of other major financial policies of the Company;

(q) the approval of the opening financial statements of the Company as referred to in Section 8.6;

(r) the appointment and removal of the independent third party accountants ("Accountants") for the Company;

(s) any material changes in the purposes of the Company beyond that expressly contemplated by this Agreement as provided in Section 2.3;

(t) the voluntary dissolution and winding-up of the Company, provided, however, that this provision shall in no way limit the rights of the Members under Article XI.

(u) any changes in the scope or method of operations or business policies of the Company which is likely to materially increase the working capital or cash requirements of the Company.

(v) approval of the credit policy applicable to export sales and any material deviation therefrom.

5.6 DEADLOCK. If the Board of Managers cannot agree on any Fundamental Issue within thirty (30) days following the Board of Managers' meeting at which a decision on such Fundamental Issue was sought, or within thirty (30) days of any such Fundamental Issue being submitted to the Managers for approval, then such matter shall be submitted to the Chief Executive Officer of CHS and the appropriate Business Unit President of Cargill to resolve. If the above mentioned executives of the Members are unable to resolve such deadlocked Fundamental Issue within thirty (30) days following submission of the matter to them for resolution, and such Fundamental Issue has or will have a material adverse effect on the business of the Company, then the matter shall be submitted to arbitration in accordance with Section 13.2 of this Agreement.

5.7 SUBCOMMITTEES. The Board of Managers may appoint such subcommittees as it deems advisable, each with an equal number of representatives from each Member.

5.8 WAIVER OF NOTICE. Whenever any notice is required to be given hereunder, a written waiver thereof, signed by the Person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance or participation of a Person at a meeting shall constitute a waiver of notice of such meeting, except when the Person attends or participates in a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because

the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Managers need be specified in any written waiver of notice, but the business to be transacted at, or the purpose of, any special meeting of the Managers shall be specified in any written waiver of notice.

5.9 MEETINGS BY CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT. Notwithstanding Section 5.4.1, any Manager may participate in a meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in a meeting pursuant hereto shall constitute presence in Person at such meeting.

5.10 ACTION WITHOUT MEETING. Any action required, or permitted, to be taken at any meeting of the Board of Managers may be taken without a meeting if written consent thereto is signed by all of the Managers and such written consent is filed with the books and records of the Company.

5.11 POWERS OF MEMBERS. Notwithstanding anything contained in this Article V, only the Members shall have the power and authority, and unanimous consent of the Members shall be required, to (a) admit a new Member, except as provided in Article IX; (b) amend or repeal this Agreement or the Certificate of Formation or adopt a new limited liability company agreement; and (c) amend or repeal any resolution of the Members which, by its terms, is not amendable or repealable.

ARTICLE VI
OFFICERS AND EMPLOYEES

6.1 THE GENERAL MANAGER.

6.1.1 Cargill shall appoint the General Manager so long as the administration and trading functions of the Company are predominantly operated out of CHS' facilities. If the Company's administration and trading functions are moved to any Cargill facility, the General Manager shall be appointed by CHS. The General Manager is hereby vested with such executive and financial authority as to enable him to direct the business and affairs of the Company, subject to the directions of the Board of Managers and in accordance with this Agreement and the annual budget adopted by the Board of Managers. The General Manager shall be authorized to execute documents within the scope of his authority on behalf of the Company that will bind the Company without the necessity of obtaining the signature of either of the Members. The General Manager shall be responsible for the implementation of the various decisions of the Board of Managers and for the day-to-day management and operation of the Company. The General Manager shall regularly inform the Board of Managers of the Company's ongoing activities. The General Manager shall report to and take direction from the Board of Managers. The General Manager shall enter into transactions on behalf of the Company except that the General Manager is not authorized to take any action on a Fundamental Issue unless the Board of Managers shall have approved such action pursuant to Section 5.4.2.

6.1.2 The General Manager shall provide the following reports to the Board of Managers:

(i) daily position reports;

(ii) a weekly management report;

(iii) a monthly report on the financial condition and the business prospects of the Company;

(iv) a monthly report summarizing all claims made and suits filed against the Company, all potential claims and suits, and the final settlement or other resolution of claims and suits; and

(v) other reports requested by the Board of Managers or one of the Members.

The provision of any such reports shall be subject to any communication guidelines to be established by the Members and the Company.

6.2 SECRETARY. The Secretary shall be appointed by the Board of Managers and shall report to the General Manager. The Secretary shall act as Secretary of all meetings of the Board of Managers, shall keep the minutes thereof in the proper book or books to be provided for that purpose, shall see that all notices required to be given by the Company are duly given and served, shall have charge of the books, records and papers of the Company relating to its organization and management as a Company, and shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Managers and the General Manager.

6.3 TREASURER. The Board of Managers shall appoint the Treasurer. The Treasurer shall report to the Board of Managers. The Treasurer shall perform all the duties assigned to him by this Agreement including, without limitation, (a) arranging for the Company to borrow funds pursuant to Section 8.3; (b) submission to each Member of quarterly comparisons pursuant to Section 8.1.2, current cash estimates pursuant to Section 8.2, and statements relating to Emergency Needs pursuant to Section 8.2.2; (c) determination of the amount of Cash for Distribution and the distribution of such Cash for Distribution pursuant to Section 8.7; (d) causing to be prepared and given to each Member un-audited financial statements pursuant to Section 8.6.2; (e) having charge of, and being responsible for, all funds, securities and notes of the Company; (f) receiving and giving receipts for moneys due and payable to the Company from any sources whatsoever; (g) depositing all such moneys in the name of the Company in such banks, trust companies or other depositaries as shall be selected by the Board of Managers; (h) against proper vouchers, causing such funds to be disbursed by checks or drafts on the authorized depositaries of the Company, and being responsible for accuracy of the amounts of all moneys so disbursed; (i) regularly entering or causing to be entered into books to be kept by him or under his discretion full and adequate account of all moneys received or paid by him for the account of the Company; (j) having the right to require, from time to time, reports or statements giving such information as he may desire with respect to any and all financial transactions of the Company from the officers or agents transacting the same; and, (k) in general, all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Managers or the General Manager.

6.4 OTHER PERSONS. The Board of Managers may appoint such other executive and management employees, including Persons employed by Cargill or CHS, as it shall from time to time deem appropriate, and may approve a plan for hiring of other salaried employees including employees from Cargill and CHS.

6.5 APPOINTMENT AND REMOVAL OF OFFICERS AND EMPLOYEES. The Board of Managers shall make the appointment and removal of officers and employees of the Company. Either Member may request the removal of any officer or employee.

6.6 AFFILIATIONS. The officers, executives and other employees of the Company may also be employees of the Members or their Affiliates, and shall not be required (except as may be determined by the Board of Managers) to be full-time employees of the Company. The Board of Managers and the Members will agree on the designation of employees of the respective Members to be made available by the respective Members for the purpose of providing marketing, transportation, logistics, export

administration, grain settlements, accounting and other services, for and on behalf of the Company. Such designated employees shall at all times remain employees of the respective Members. The duties performed by such designated employees for and on behalf of the Company in conducting and performing Company business shall be Company business activities. In consideration of each of the Members making such employees available to the Company, the Company shall pay to each of the Members the charges for services by and other expenses incurred by such designated employees in performing Company business and agreed by the Board of Managers as reflected in the operating budget. The Company shall have the right to direct the action of such designated employees in performance of their duties for and on behalf of the Company. If the Company does not desire to maintain the services of any such designated employee, the Company may so advise the respective Member employing such designated employee and such Member shall cause the designated employee to cease performing such services for and on behalf of the Company. Each Member retains the right to fire its employees even if designated to the Company or to transfer any such employee to other duties within the business of such Member; provided, however, that such Member will cooperate with the Company to provide a suitable replacement so that the services of like kind provided by such dismissed or transferred employee will continue to be provided to the Company.

ARTICLE VII
COMPENSATION, LIABILITY, INDEMNIFICATION AND NON-COMPETITION

7.1 COMPENSATION. No Manager will receive any compensation from the Company for serving as Manager, and each Manager will be responsible for its own costs and expenses in acting in such capacity.

7.2 LIABILITY OF MANAGERS. Except in the case where the Managers are guilty of fraud, gross negligence, misconduct, reckless disregard of duty or a criminal act which is a felony, no Manager shall be liable to the Company or any Member for any loss, damage, liability or expense suffered by the Company or any Member on account of any action taken or omitted to be taken by him as a Manager.

7.3 INDEMNIFICATION OF MANAGERS.

7.3.1 Subject to Subsection 7.3.4, the Company shall indemnify any Person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Company, by reason of the fact that such Person is or was a Manager, manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Manager, manager, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such action, suit or proceeding, including attorneys' fees, if such Person acted in good faith and in a manner such Person reasonably believed to be in (or not opposed to) the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had reasonable cause to believe that such Person's conduct was unlawful.

7.3.2 Subject to Subsection 7.3.4, the Company shall indemnify any Person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person is or was a Manager, manager, officer, employee or agent of the Company, or is or was serving at the request

of the Company as a Manager, manager, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise against expenses actually and reasonably incurred by such Person in connection with the defense or settlement of such action or suit, including attorneys' fees, if such Person acted in good faith and in a manner such Person reasonably believed to be in (or not opposed to) the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

7.3.3 To the extent that a Manager, manager, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections 7.3.1 and 7.3.2, or in defense of any claim, issue or matter therein, such Manager, manager, officer, employee or agent shall be indemnified against expenses actually and reasonably incurred by such Person in connection therewith, including attorneys' fees.

7.3.4 Any indemnification under Subsections 7.3.1 and 7.3.2, unless ordered by a court, shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Manager, manager, officer, employee or agent is proper in the circumstances because such Manager, officer, employee or agent has met the applicable standard of conduct set forth in Subsections 7.3.1 and 7.3.2. The Board of Managers shall make such determination.

7.3.5 Expenses incurred by a Manager or officer in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Manager or officer to repay such amount if it is ultimately determined that the Manager or officer is not entitled to be indemnified by the Company as authorized in this Section 7.3. Such expenses may be so paid upon such terms and conditions, if any, as prescribed by the Board of Managers.

7.3.6 The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Section 7.3 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled.

7.3.7 The Company may purchase and maintain insurance on behalf of any Person who is or was a Manager, manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Manager, manager, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person's status as such, whether or not the Company would have the power to indemnify such Person against such liability under the provisions of this Section 6.3.

7.3.8 For purposes of this Section 7.3, references to the "Company" shall include, in addition to the limited liability company, any constituent company or corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its Managers, managers, officers and employees or agents, so that any Person who is or was a Manager, manager, officer, employee or agent of such constituent entity, or is or was serving at the request of such constituent entity as a Manager, manager, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this
Section 7.3 with respect to the resulting or surviving

entity as such Person would have with respect to such constituent entity if its separate existence had continued.

7.3.9 For purposes of this Section 7.3, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed to a Person with respect to any employee benefit plan; and references to "serving at the request of the Company" shall include any service as a Manager, manager, officer, employee or agent of the Company which imposes duties on, or involves services by, such Manager, manager, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to in this
Section 7.3.

7.3.10 The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.3 shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be a Manager, manager, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a Person.

7.4 OTHER BUSINESS VENTURES. Except as otherwise provided herein, any Member may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and the Company and the Members shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper. No Member shall be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and either Member shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others, any such particular investment opportunity.

7.5 NON-SOLICITATION CLAUSE. During the duration of this Agreement each Member represents that it will not initiate employment discussions with personnel employed by the other Member by direct contact or through executive search firms, employment agencies, or other indirect means, for so long as such personnel is employed by the Member and for an additional six (6) months after such personnel leaves that Member's employ. It being understood that this would not apply in instances where personnel from either Member are responding to general advertisements of job

7.6 INDEMNIFICATION OF MEMBERS AND THE COMPANY.

7.6.1 Each Member shall hold harmless and indemnify the other Member, the other Member's Affiliates and the Company, and their respective officers, directors, managers, employees, agents and representatives from and against and in respect of any and all claims, liabilities, losses, damages, fines, penalties, costs or expenses (including reasonable attorneys' fees, expert and consultant fees, investigation costs and response, removal and corrective action and other remediation or clean-up costs) (collectively, the "Losses") suffered or incurred by the other Member, the other Member's Affiliates or the Company to the extent that such Losses arise from, by reason of or are in connection with
(i) any negligent act or omission of the indemnifying Member or any of its officers, directors, employees, agents or representatives, and/or (ii) any misrepresentation, breach or nonfulfillment of any warranty, representation, obligation or responsibility owed to the other Member or the Company under the terms of this Agreement.

7.6.2 The Members agree that the Company shall hold harmless and indemnify the Members, the Members' Affiliates, and their respective officers, directors, employees, agents and representatives (collectively, the "Indemnified Parties") from and against and in respect of any and all Losses suffered or incurred by the Indemnified Parties to the extent that such losses arise from, by reason of or are in connection with (i) any negligent act or omission of the Company or any of its Managers, officers, managers, employees, agents or representatives, and (ii) the operation or ownership by the Company of the Facility and the conduct of business therein, thereabout, thereon or with regard thereto at all times on and after September 19, 1992 of the Company, including without limitation environmental and Title VII claims, suits, cases or charges.

7.6.3 If and to the extent that either Member becomes liable for or pays more than its Percentage Interest of any Company obligation or liability, other than those which arise under the circumstances described in Section 7.6.1, then (i) the other Member will pay any such excess that is unpaid or reimburse the other Member which has paid any of that excess for the amount paid by the other Member, and (ii) will indemnify and hold harmless that Member from and against any and all liability for that excess.

7.6.4 In the event that either a Member or the Company has a claim of indemnification pursuant to this Section 7.6, then such Member or the Company (the "Indemnified Party") shall provide written notice promptly to the party from which the Indemnified Party seeks indemnification (the "Indemnifying Party"). Such written notice shall specify in reasonable detail the nature of the Losses suffered or incurred by the Indemnified Party, and, if known, the amount or an estimate of the amount of the Losses; provided, however, that failure to give such notice shall relieve the Indemnifying Party from liability only to the extent that it has been damaged by such failure to notify. If the claim for indemnification arises out of a claim or action by a third party, the Indemnifying Party may assume the defense and prosecution thereof at its own cost and expense, with counsel reasonably acceptable to the Indemnified Party, by giving prompt written notice to the Indemnified Party. In such event, the Indemnified Party shall have the right to employ, at its own expense, counsel separate from the counsel employed by the Indemnifying Party and to participate in such defense and prosecution, at its own expense, subject to the management and control of the claim by the Indemnifying Party. The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Each party to this Agreement shall cooperate fully with the other party in the defense, prosecution, negotiation of a settlement or any other matter with respect to any claim by a third party which is subject to the indemnification rights set forth herein. Any indemnification that is required to be paid by one of the Members or the Company pursuant to this Section 7.6 shall be paid within thirty (30) days after demand for the payment has been given by the indemnified Member or Company, in each case together with interest at the Effective Rate from the date on which the obligation to pay first arose to the date of payment.

7.6.5 The respective rights and obligations of the Members, Members' Affiliates, Managers, and the Company under this Article VII shall survive the termination of this Agreement and the dissolution of the Company.

ARTICLE VIII
ACCOUNTING AND BANK ACCOUNTS

8.1 PROGRAMS AND BUDGETS.

8.1.1 The General Manager shall, not later than one (1) month prior to the commencement of the next succeeding Fiscal Year of the Company, prepare and submit to the Board of Managers for its review and approval a business operating budget and a capital expenditure budget for such Fiscal Year.

8.1.2 Not later than the 25th calendar day after the close of each fiscal quarter, the Treasurer shall submit to each Member a comparison, for the immediately preceding quarter and for the year to date, of the results of operations of the Company with the applicable Fiscal Year budget.

8.2 ESTIMATES ON CASH NEEDS.

8.2.1 Based on the budgets referred to in Section 8.1.1 and the quarterly comparisons referred to in Section 8.1.2, the Treasurer will, at such time and for such periods as requested by the Board of Managers, submit to the Board of Managers a current cash estimate showing: (i) the estimated cash disbursements which the Company will be required to make during the next succeeding calendar period for operating costs; (ii) estimated receipts; (iii) amounts needed for additional working capital; and (iv) the amount of funds ("Cash Needs") that will be required to cover the amount, if any, by which estimated cash disbursements and amounts needed for additional working capital exceed estimated receipts available to cover such cash disbursements and additional working capital. The current cash estimate shall also specify the dates on which the Company must receive the necessary funds.

8.2.2 If, in the event of an emergency, the Company requires cash payments ("Emergency Needs") not provided for by such current cash estimates, the General Manager or the Treasurer, may at any time furnish a statement thereof to the Board of Managers, giving the maximum period of notice for any such additional cash payments as is practicable in the circumstances, specifying in detail the reasons for such emergency cash payment and the amount thereof. Upon receipt of such emergency cash statement, the Board of Managers shall promptly decide, taking into account the circumstances, how the Emergency Needs shall be met.

8.2.3 Unless otherwise agreed by the Board of Managers, the Cash Needs and the Emergency Needs shall be made through borrowings of the Company in accordance with Section 8.3.

8.3 LOANS.

8.3.1 In the event that the Board of Managers decides at any time during the term of this Agreement that it is desirable for the Company to borrow funds to acquire significant inventories or to meet the Cash Needs, Emergency Needs or other requirements of the Company, the Treasurer shall, within the limits of his authority as defined by the Board of Managers, negotiate on behalf of the Company to borrow such funds from financial institutions. The Board of Managers may approve, reject, or modify the terms negotiated by the Treasurer and may negotiate or authorize others to negotiate borrowings on behalf of the Company in order to find terms more beneficial to the Company.

8.3.2 Any Member or Affiliate may make direct loans to the Company in such amounts, at such times and on such terms and conditions as may be approved by the Board of Managers. Loans by any Member to the Company shall not be considered as contributions to the Capital Account of the Member making such loan to the Company. Any loans to the Company shall (a) be evidenced by a promissory note maturing on a date that is agreed to by the Board of Managers at the time at which the loan is made, and (b) bear interest at a rate that is agreed to by the Board of Managers at the time at which the loan is made or, if no rate is agreed to by the Board of Managers, at a floating rate (the "Effective Rate") that is equal to the lower of (i) the prime rate for corporate loans at U.S. money center commercial banks as reported in THE WALL STREET JOURNAL, and (ii) the highest lawful rate. Each of the loans that is referred to in this Section 3.5 shall be treated as a fixed obligation of the Company, and advances of

principal of those loans and payments of principal and interest on those loans shall be treated as transactions between the Company and a Person who is not a Member in accordance with Section 707(a) of the Code.

8.4 FISCAL YEAR AND ACCOUNTING METHOD. The Fiscal Year and taxable year of the Company shall be determined in accordance with the provisions of Code ss. 706 and the Treasury Regulations thereunder and unless otherwise required by such regulations shall annually begin on the 1st of September and end on the 31st of August and shall permit the minimum tax deferral in accordance with federal Internal Revenue Code or Treasury Regulations. The Company shall use the accrual method of accounting.

8.5 BOOKS AND RECORDS.

8.5.1 The Company shall keep at its principal office true and accurate records of the following:

(i) A current list of the full name and last known business, residence, or mailing address of each Member and Manager, both past and present;

(ii) A copy of the Certificate of Formation, and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed;

(iii) Copies of the Company's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;

(iv) Copies of this Agreement and copies of any financial statements of the Company for the three (3) most recent years;

(v) Minutes of every regular and special meeting of the Board of Managers; and

(vi) Any written consents obtained from the Members or Managers pursuant to Section 5.7.

8.5.2 Each Member (or such Member's designated representative) shall have the right during ordinary business hours to inspect and copy (at such Member's own expense) all books and records of Company.

8.6 BOOKS OF ACCOUNT

8.6.1 The Board of Managers shall approve the opening financial statements for the Company as of the date hereof.

8.6.2 Accurate books of account of the Company shall be maintained in accordance with Generally Accepted Accounting Principles ("GAAP") consistently applied. In those instances in which more than one GAAP can be applied, the Board of Managers shall determine, in consultation with the Member's independent accountants, which principle the Company will adopt. Such books shall at any reasonable time be available for examination by either Member, or Persons acting on its behalf, at the sole expense of such Member.

8.7 FINANCIAL STATEMENTS.

8.7.1 Within ninety (90) days after the close of each Fiscal Year of the Company there shall be prepared and submitted to each Member the following financial statements, accompanied by the report thereon of the Accountants for the Company:

(i) a balance sheet of the Company as at the end of such Fiscal Year;

(ii) a statement of profit and loss for such Fiscal Year;

(iii) a statement of changes in financial position; and

(iv) a statement of the respective Member Accounts and changes therein for such Fiscal Year.

8.7.2 Within twenty (20) Business Days after the close of each fiscal month the Treasurer will cause to be prepared and given to each Member un-audited financial statements comparable to those referred to in Subsections 8.7(i) and 8.7(ii).

8.8 CASH FOR DISTRIBUTION. The Treasurer shall determine, at such times as requested by the Board of Managers, the amount of cash for distribution ("Cash for Distribution") and shall distribute such Cash for Distribution, if any, to the Members, in accordance with each Member's respective Percentage Inventory; provided, however, that (a) if any Member has advanced loans to a Delinquent Member, the distributions otherwise payable to the Delinquent Member shall be made to the other Member up to an amount sufficient to repay such loans in full with interest, and (b) if any Member is in default or delinquent in respect of an obligation to the Company, no distribution shall be made to such Member until such default is cured or such delinquent obligation is paid.

8.9 TAX RETURNS. The Company shall cause to be prepared and timely filed all federal, state and local income tax returns or other returns or statements required by applicable law. The Members shall be afforded an opportunity to review and comment upon each tax return and election of the Company, and for this purpose a final draft of each such return or election shall be distributed to the Members at least fifteen (15) days prior to the anticipated date of filing with the tax authorities concerned. If a Member disagrees with the proposed treatment of any item on a proposed tax return of the Company, then such Member shall give prompt written notice to the other Member(s) and the Company. The parties shall negotiate in good faith to resolve proper treatment of the item; however, failing such agreement the Company shall treat such item in the manner determined by a majority of the Managers. No Member shall file, or file a notice of, an inconsistent position with respect to any Company tax item pursuant to Code Section 6222(b) or otherwise, or institute proceedings, under Code Sections 6226(b) or 6228(b) or otherwise, without first notifying the other Members and the Company of such intention and the nature of the proceeding.

The Company shall ensure that all workpapers related to the preparation of the Company's federal, state, and local tax returns for any tax year are retained by the Company for a period of not less than ten (10) years after the due date for filing (including extensions) the Company's annual or short period tax return or the period such records remain relevant with respect to open tax years of the Members, if longer. The Company shall provide each Member with an opportunity, at the expense of such Member, to obtain a complete set of such workpapers or true and accurate photocopies of such workpapers prior to their destruction. Upon the dissolution of the Company, the rights of the Company to obtain such workpapers (if retained by outside preparers) shall pass to each former Member.

8.10 CODE SECTION 754 ELECTION. In the event a distribution of Company assets occurs which satisfies the provisions of ss. 734 of the Code or in the event a transfer of an Interest occurs which satisfies the

provisions of ss. 743 of the Code, absent an election by the Members to the contrary, the Company shall elect, pursuant to ss. 754 of the Code, to adjust the basis of the Company's property to the extent allowed by such ss.ss. 734 or 743 and shall cause such adjustments to be made and maintained.

8.11 TAX MATTERS MEMBER. The Company shall not elect, pursuant to ss. 6231(a)(1)(B)(ii) of the Code, to have Section 6231(a)(1)(B)(i) of the Code apply to the Company until otherwise determined by the Members. If the Members subsequently determine to elect to have this provision apply to the Company, then Cargill shall serve as the "Tax Matters Member" of the Company under the Code. [IF THERE IS GOING TO BE A TAX MATTERS PARTNER, CARGILL WOULD LIKE TO BE THE TAX MATTERS PARTNER; HOWEVER, SINCE BOTH PARTNERS ARE C-CORPORATIONS, AND THERE ARE LESS THAN TEN PARTNERS, WE DO NOT NEED TO ELECT INTO THIS PROVISION. IN OTHER WORDS, WE DO NOT NEED TO SELECT A TAX MATTERS PARTNER PURSUANT TO CODE
SEC. 6031(a).].

The Tax Matters Member shall be entitled to reimbursement for any and all reasonable expenses incurred with respect to any administrative and/or judicial proceedings affecting the Company.

The Tax Matters Member shall incur no liability to the other Member(s) to the extent it acts in good faith in connection with its role as Tax Matters Member or otherwise in connection with the Tax Matters Member's activities in representing the Company with respect to tax matters, and the other Member agrees to cooperate with the Tax Matters Member's efforts to comply with the applicable provisions of the Code and the Treasury Regulations thereunder. The Company (and to the extent the Company resources are insufficient therefore, the other Member(s)) agrees to indemnify the Tax Matters Member with respect to any liabilities or costs the Tax Matters Member may incur in connection with its activity as Tax Matters Member of the Company, except in the case of fraud or willful misconduct of the Tax Matter Member. The Tax Matters Member may resign upon thirty (30) days notice to the other Member(s).

8.12 DEPOSITS AND INVESTMENTS. The funds of the Company shall be deposited in the name of the Company in accounts designated by the Board of Managers in banks or banking institutions to be selected by the Board of Managers or invested in such manner as shall be authorized by the Board of Managers. The Board of Managers shall prescribe such procedures as its shall deem necessary with respect to making such investments.

ARTICLE IX
TRANSFERS OF INTERESTS

9.1 GENERAL.

9.1.1 No Member may sell, transfer, assign, give, mortgage, alienate, pledge, hypothecate or otherwise encumber or dispose of all or any part of such Member's Interest, except as provided in this Agreement or except with the written consent of the other Member. Any purported encumbrance or disposition of an Interest in violation of the terms of this Agreement shall be null and void and of no legal effect whatsoever.

9.1.2 Each Member shall have the right to sell, transfer or assign, for cash (but not to substitute the assignee as a Substitute Member in such Member's place, except in accordance with Section 9.1.3 below), by a written instrument, all or part of its Interest, provided that (i) the transfer would not result in the "termination" of the Company pursuant to Section 708 of the Code or cause a material adverse tax consequence to the Company or any Member, and (ii) the transferor has complied with the provisions of Section 9.2.

9.1.3 A "Substitute Member" is a Person admitted to the Company as a Member and entitled to all the rights and bound by all the obligations of the Member for which such Person is substituted. No assignee of all or part of a Member's Interest shall become a Substitute Member in place of the assignor unless and until all other Members have consented thereto in writing and the assignor and the assignee execute such documents as the Company may reasonably deem necessary or desirable to effect such substitution, including the written acceptance and adoption by the assignee of the provisions of this Agreement; provided, however, that such consent shall not be unreasonably withheld in the event that a Member intends to assign such Member's Interest to an Affiliate. Unless and until such documents have been duly executed and delivered to the Company, the assignee shall have no rights to vote with respect to such Interest or to participate in the management of the Company or to require any information or account of the Company's transactions or to inspect the Company's books but shall only be entitled to receive distributions of cash or other property from the Company attributable to the Interest so acquired. Unless and until a permitted assignee shall become a Substitute Member in accordance with the provisions of this Section 9.1.3, the assignee shall not be entitled to vote with respect to any Company matters, such rights to remain with the assigning Member. Upon the admission of an assignee as a Substitute Member, the assigning Member shall cease to be a Member and the Substitute Member shall thereafter be deemed to be a Member and subject to all of the terms and conditions of this Agreement.

9.2 RIGHT OF FIRST REFUSAL. If at any time a Member ("Selling Member") desires to transfer any or all of its Interest to a third party pursuant to a bona fide offer to purchase such Interest for cash, the following shall apply:

9.2.1 The Selling Member shall submit to the other Member (the "Other Member") a copy of the written offer, the name of the proposed purchaser, the price and payment terms and other terms and conditions of the third party offer (the "Offer").

9.2.2 The Other Member shall have thirty (30) days from receipt of the Offer to accept the terms and conditions set forth in the Offer, by giving written notice thereof to the Selling Member. Failure to give notice of acceptance as required shall be deemed to be a rejection of the Offer.

9.2.3 If the Other Member agrees to purchase the Selling Member's Interest, then the Selling Member and the Other Member shall close the purchase upon the terms and conditions of the Offer within ninety (90) days after the Offer is made (or later, if consistent with the closing date set forth in the Offer or if required by law).

9.2.4 If the Other Member rejects the terms and conditions set forth in the Offer, the Selling Member shall have the right to consummate the sale or conveyance of its Interest (but not the substitution of the transferee of such Interest as a Substitute Member, except in accordance with Section 8.1(c)) so long as (i) the purchaser is the proposed purchaser named in the Offer, (ii) the price, payment and other terms are at least as favorable to the Selling Member as those set forth in the Offer, and (iii) the closing occurs no more than sixty
(60) days from when the Member is first notified of the Offer.

9.2.5 Any transferee of the Selling Member's Interest who does not become a Substitute Member pursuant to Section 8.1(c) shall agree in writing to be bound by this Section 8.2 with respect to any further sale or conveyance of that Interest which such transferee may desire to make.

9.3 REASONABLENESS OF RESTRICTIONS. Each Member acknowledges and agrees that the restrictions on the transfer of interests herein are reasonable in view of the purpose and intent of the Members.

9.4 CERTAIN ENCUMBRANCES PERMITTED. Anything in this Agreement to the contrary notwithstanding, any Member (and the Affiliates of any Member) may encumber all or part of such

Member's Share to the extent and in the manner which may be required pursuant to financing agreements contemplated by Section 8.3.

ARTICLE X
DISSOLUTION AND TERMINATION

10.1 EVENTS CAUSING DISSOLUTION. This Agreement shall be terminated and the Company shall be dissolved upon the first to occur of the following events:

(a) the expiration of the term of the Company;

(b) the unanimous written agreement of the Members to terminate this Agreement and to dissolve the Company;

(c) the sale, abandonment or disposal by the Company of all or substantially all of its assets not in the ordinary course of business;

(d) if the Company incurs a net loss for any fiscal year in excess of $10 million, and either Member requests dissolution in writing within thirty
(30) days of receipt of the financial statements referred to in Section 10.8(a) of this Agreement;

(e) the Company or either Member shall (i) file a petition in bankruptcy, (ii) petition or apply to any tribunal for the appointment of a receiver or any trustee for it or a substantial part of its assets, (iii) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, or (iv) make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; or if there shall have been filed any such petition or application, or any such petition shall have been commenced against it, in which an order for relief is entered or which remains un-dismissed for a period of forty-five (45) days or more; or the Company or either Member by any act or omission shall indicate its consent to, approval of or acquiescence in any such petition, application or proceeding or order for relief or the appointment of a receiver or any trustee for it or any substantial part of any of its properties, or shall suffer any such receivership or trusteeship to continue un-discharged for a period of forty-five (45) days or more;

(f) if all or any portion of the Member's Interest is levied upon or attached (other than by the other Member) in any proceeding, including any suit in equity, action at law or other judicial, arbitral or administrative proceeding, and that levy or attachment is not vacated or discharged within sixty (60) days after the date on which it is made;

(g) if a Member becomes subject to any legal incapacity affecting its right or power to participate in the Company or if there is an attempted or purported voluntary or involuntary sale, transfer, conveyance, pledge or disposal, whether direct or indirect, of the Member's Interest, except in compliance with Section 9.1;

(h) an entry of a decree of judicial dissolution against the Company; or

(i) except as otherwise agreed upon in this Agreement, any other event causing a dissolution of the Company under the provisions of the Act.

10.2 EFFECT OF DISSOLUTION. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Board of Managers shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Board of Managers shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the Property of the Company as promptly as is consistent with obtaining a Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining Property ("Liquidation Proceeds") in accordance with the provisions of Section 4.2, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

10.2.1 All accounting on termination shall be done by the Accountants, and any determination made by the Accountants as to accounting matters shall be binding upon the Members.

10.2.2 The Board of Managers shall determine the disposition of any other matter in connection with the sale and distribution of Property. If the Board of Managers cannot agree as to those matters, those matters shall be determined in accordance with Article XIII.

10.2.3 Each Member shall pay to the Company all amounts owing by such Member to the Company.

10.2.4 In conjunction with dissolution and liquidation of the Company, Cargill shall pay to the Company the then book value (net of accumulated depreciation) of all capital improvements and/or repairs made by (i) TEMCO to the Tacoma Facility during the term of the TEMCO partnership and which have been authorized to be made by its Board of Managers; and (ii) the Company to the Tacoma Facility and which have been authorized by the Company's Board of Managers.

10.2.5 In conjunction with dissolution and liquidation of the Company, the shares of the Bank of Cooperatives ("COBANK") held by the Company shall be distributed equally to the Members; provided, however, that in the even that COBANK will not transfer the Company's shares in COBANK stock to Cargill, then CHS will purchase all of the COBANK shares owned by the Company from the Company at the Net Present Value (NPV) of the stated carrying value of such shares as expressed on the Company's financial statements. It being understood that the NPV would be computed based upon the cash payout formula for stock redemption in use by COBANK at the date of the dissolution. The discount factor to be used for calculating the NPV would be 100 basis points over the applicable United States Treasury Note rate for the cash payout period.

10.3 PUT-THROUGH AGREEMENT. Upon dissolution of the Company pursuant to Subsection 10.1.1(a), (b), (c), (d) or (e), Cargill and CHS shall enter into a put-through agreement giving CHS the right to access the Tacoma Facility for put-through of Feedgrains and Oilseeds for the balance of the term of Cargill's lease of the Tacoma Facility (including any extensions, renewals or amendments thereof) at market put-through rates. The put-through agreement shall be substantially in accordance with the terms of the Put-Through Agreement attached hereto as Exhibit 10.3.

ARTICLE XI
CONFIDENTIALITY AND INTELLECTUAL PROPERTY OWNERSHIP

11.1 CONFIDENTIALITY. During the term of this Agreement, the Members may exchange certain Confidential Information with one another; and also, each Member may exchange certain Confidential Information with the Company. "Confidential Information" shall mean all information of either Member or the Company, that is not generally known to the public, whether of a technical, business or other nature (including, without limitation, inventions, trade secrets, know-how and information relating to the

customers, business plans, promotional and market activities, finances and other business affairs of such party) that is disclosed by a Member, or the Company, (the "Disclosing Party") to a Member, or the Company, (the "Receiving Party") in furtherance of this Agreement.

11.2 NON-DISCLOSURE AND NON-USE. The Receiving Party agrees to treat as secret and hold in strict confidence all Confidential Information it receives from a Disclosing Party under this Agreement. The Receiving Party agrees that it will not disclose any Confidential Information to any third party without the prior written permission of the Disclosing Party (or as otherwise specifically provided in this Agreement). The Receiving Party also agrees that it will only use the Confidential Information received under this Agreement as specifically provided herein and in furtherance of this Agreement. In the event a Receiving Party is required by court order, or by law or legal process, to disclose Confidential Information of a Disclosing Party, the Receiving Party shall inform the Disclosing Party in writing prior to making such disclosure to provide sufficient time to request a protective order or other appropriate measure, and the Receiving Party will disclose only such information that is legally required and will use its reasonable best efforts to obtain confidential treatment for any Confidential Information that is so disclosed.

11.3 EXCLUSIONS TO CONFIDENTIAL INFORMATION. Confidential Information shall not include information that (a) was in the public domain, in its entirety in a unified form, at the time of disclosure to the Receiving Party; (b) was known by the Receiving Party prior to its disclosure by the Disclosing Party; (c) becomes part of the public domain after the date of disclosure by the Disclosing Party through no fault of the Receiving Party; or, (d) is disclosed by a third party to the Receiving Party after the date of disclosure by the Disclosing Party, where the third party did not require the Receiving Party to hold such information in confidence and did not acquire such information directly or indirectly from the Disclosing Party;

11.4 OWNERSHIP. Except as otherwise specifically provided in this Agreement, all rights to Confidential Information, trade secrets, know-how, inventions, patents, patents pending, copyrights, trademarks, and tradenames (hereinafter, "Intellectual Property") owned by a Member shall be fully retained by that Member and no rights or licenses are provided the other Member or the Company. In the event that the Company develops any Intellectual Property based upon a Member's Intellectual Property, the new Intellectual Property shall be owned by that Member with a non-exclusive, royalty-free, non-transferrable, perpetual, worldwide license being granted to the Company for use of the new Intellectual Property consistent with the Business Purpose. In the event that the Company develops any Intellectual Property that is not based upon the Intellectual Property of a Member, the new Intellectual Property shall be owned by the Company with a non-exclusive, royalty-free, non-transferrable, perpetual, worldwide license being granted to each Member.

11.5 SURVIVAL. The provisions of this Article X shall survive the dissolution and liquidation of the Company and the termination of this Agreement for a period of three (3) years.

ARTICLE XII
REPRESENTATIONS, WARRANTIES AND COVENANTS

12.1 REPRESENTATIONS AND WARRANTIES. Each Member represents and warrants to the other Member that:

(a) it is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation;

(b) it is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its financial condition or its ability to perform its obligations under this Agreement;

(c) it has full power, authority and legal right to enter into and perform its obligations under this Agreement;

(d) neither the execution, delivery, and performance of this Agreement, nor the consummation by it of the transactions contemplated by this Agreement, will:

(i) conflict with, violate, or result in a breach of any of the terms, conditions, or provisions of any law, regulation, order, writ, injunction, decree, determination, or award of any court, any governmental department, board, agency, or instrumentality, domestic or foreign, or any arbitrator, applicable to it;

(ii) conflict with, violate, result in a breach of, or constitute a default under any terms, conditions, or provisions of its articles of incorporation, bylaws, or operating agreement, or of any material agreement or instrument to which it is a party or by which it is or may be bound or to which any of its material properties or assets is subject;

(iii) conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights, or require any consent, authorization or approval under any indenture, mortgage, lease agreement, or instrument to which it is a party or by which it may be bound; or

(iv) result in the creation or imposition of any lien upon any of its material properties or assets;

(e) any registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, any governmental or regulatory authority, domestic or foreign, that is required in connection with the valid execution, delivery, acceptance and performance by it of this Agreement or its consummation of any transaction contemplated by this Agreement has been completed, made or obtained on or before the effective date of this Agreement;

(f) except as set forth on Exhibit 12.1(f), there are no actions, suits, proceedings or investigations pending or, to its knowledge, threatened against or affecting it or any of its properties, assets, or businesses in any court or before or by any governmental department, board, agency, or instrumentality, domestic or foreign, or any arbitrator which could, if adversely determined (or, in the case of an investigation could lead to any action, suit, or proceeding, which if adversely determined could) reasonably be expected to materially impair its ability to perform its obligations under this Agreement or to have a material adverse effect on its financial condition, and it has not received any currently effective notice of any default, under any applicable order, writ, injunction, decree permit, determination, or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which could reasonably be expected to materially impair its ability to perform its obligations under this Agreement or to have a material adverse effect on its financial condition;

(g) neither it nor any of its Affiliates is, nor will the Company as a result of it holding an interest in the Company be, an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940; and

(h) it is acquiring its interest in the Company based upon its own investigation, and the exercise by it of its rights and the performance of its obligations under this Agreement will be based upon its own investigation, analysis and expertise, and its interest in the Company is being made for its own account for investment, and not with a view to its sale or distribution.

12.2 COVENANTS. Each Member covenants that it shall:

(a) except as otherwise is provided in this Agreement, not (i) sell, assign, transfer, mortgage, encumber or dispose of any part of its Interest, or
(ii) consent to the imposition or permit to exist any lien or charge upon all or any portion of its Interest, except for liens in favor of the other Member under this Agreement and liens for taxes which either are not yet due or are being contested in good faith by appropriate proceedings;

(b) cause to be executed and delivered such instruments as the other Member or the Board of Managers reasonably requests in order to carry out the Company's purposes or to give effect to the terms of this Agreement; and

(c) assist the Company in preparing any tax returns which Company is responsible for preparing, cooperate fully in preparing for any audits of or disputes with taxing governmental authorities relating to the transaction set forth in this Agreement, and make available to the Company and other Member(s) such reasonably requested information, records and documentation relating to and necessary to prepare tax returns or respond to audit requests.

ARTICLE XIII
RESOLUTION OF DISPUTES

13.1 RESOLUTION OF CONTROVERSIES. Any dispute, controversy or claim between the Members arising from this Agreement or the performance thereof shall be settled solely by arbitration in accordance with the provisions of Section 13.2.

13.2 METHOD OF ARBITRATION. The arbitration shall be effected by arbitrators selected as hereinafter provided and shall be conducted by the American Arbitration Association in Minneapolis, Minnesota applying the Commercial Arbitration Rules then in effect on the date thereof. The dispute shall be submitted to three arbitrators, each of whom shall have had at least five (5) years' experience in connection with the Business of the Company, one arbitrator being selected by the Member submitting the controversy or dispute to arbitration, the second arbitrator being selected by the other Member and the third arbitrator being selected by the two arbitrators so selected. Conditions of any such arbitration shall include (a) that the arbitrators shall not have the authority to modify, amend or supplement the terms of this Agreement, and shall interpret this Agreement strictly in accordance with its terms; (b) that the amount of capital required to be contributed by a Member to the Company shall not be increased; and (c) that the Member submitting such controversy or dispute to arbitration shall appoint its arbitrator within fifteen (15) Business Days after the date of such submission. The failure of the Member requesting arbitration to timely appoint such arbitrator shall void the effectiveness of the notice of submission of the matter to arbitration. The second arbitrator to be selected by the other Member as hereinbefore provided shall be selected within fifteen (15) Business Days after receipt of notice by such Member of the selection of the submitting arbitrator and, if the second arbitrator is not so selected, the determination of the single arbitrator selected by the submitting Member shall be binding and conclusive. If the non-submitting Member shall have timely selected the second arbitrator, then the two selected arbitrators shall select the third arbitrator within five (5) Business Days following the selection of the second arbitrator. The

meetings of the arbitrators shall be held at such place or places as may be agreed upon by the arbitrators, and each Member shall bear the cost of the fees and expenses of the arbitrator selected by or for it, with the fees and expenses of the third arbitrator to be borne equally. Upon making any order or award, which order may include an order to dissolve the Company pursuant to the provisions of Article X, the arbitrators shall retain jurisdiction to determine any subsequent claim that a defaulting Member has failed to comply with terms of any such order or award. The arbitrators shall have no authority to impose a fine or penalty.

ARTICLE XIV
SECURITY INTEREST

14.1 SECURITY FOR INDEMNITY.

14.1.1 To secure their respective indemnity obligations hereunder, each Member hereby grants to the Company and to the other Member, pursuant to Article IX of the Uniform Commercial Code, a security interest in its respective interest in and to the Company, and under this Agreement, including all present and future rights to any profits, payments, distributions, or other rights to payment arising under or in connection with this Agreement (the "Collateral"); provided, however, that for so long as a Member is not in default of any of its indemnity obligations hereunder, that Member may receive all payments or distributions to which its is entitled as Member of the Company. In the event a Member is in default under its indemnity obligation, to the extent such default may be cured by the payment of money, the Company may, at the request of the non-defaulting Member, make such payment and pay to the non-defaulting Member the next available funds which would otherwise have been distributed to the defaulting Member, up to an amount which will make the non-defaulting Member whole, together with interest thereon from the date paid by the Company until reimbursed to the other Member at the rate of 2% in excess of the Prime Rate.

14.1.2 Alternatively, if the other Member incurs such loss, such other Member shall be entitled to receive all subsequent distributions otherwise payable to the defaulting Member until the non-defaulting Member has recovered the full amount of its loss together with interest at the rate of 2% in excess of the Prime Rate.

14.1.3 Neither Member will transfer or assign, grant a security interest in or otherwise dispose of its respective interests as debtor in and to the Collateral and will maintain the Collateral free and clear of all other liens, claims and security interests whatsoever. Provided that a Member has discharged its respective obligations under and is not otherwise in default of its obligations hereunder, and is not the subject of any bankruptcy or insolvency proceeding, this security interest shall terminate only upon the settlement of all debts and claims outstanding with respect to the dissolution of the Company. Each Member shall furnish to the Company and the other Member, upon request, duly executed UCC1 financing statements covering the Collateral and such other documents, certifications and instruments as requested by the Company or the other Member, to evidence, grant, perfect and prioritize the security interest granted in the Collateral.

ARTICLE XV
MISCELLANEOUS

15.1 RELATED PARTY TRANSACTIONS. Any contract, commitment or understanding between the Company and any Member or an Affiliate ("Related Party Transactions"), shall be on terms and

conditions that are as competitive as would be found in a similar contract, commitment or understanding entered into by unrelated third parties on an arms-length basis.

15.2 ADDITIONAL MEMBERS. Additional Members may be admitted to the Company only upon the written consent of all Members and upon such terms and conditions as such consent may specify.

15.3 NATURE OF INTEREST IN THE COMPANY. A Member's Interest shall be personal property for all purposes.

15.4 ORGANIZATIONAL EXPENSES. The Company shall pay all organization expenses incurred in connection with the creation and formation of the Company. Such expenses may be paid directly by the Company or may be reimbursed by the Company to the Members.

15.5 NOTICES. Except for the Notices required by Sections 5.5 and 6.6 which shall be governed by those Sections, any notice, demand, request, call, offer or other communication required or permitted to be given by this Agreement shall be sufficient if in writing and if hand delivered or sent by overnight mail or facsimile to the address and representative of the Member as follows:

If to Cargill:                                   With a copy to:
--------------                                   ---------------
Cargill, Incorporated                          Cargill, Incorporated
15407 McGinty Road West                        15407 McGinty Road West
Wayzata, Minnesota 55391-2399                  Wayzata, MN 55391-5624
Attention: Grain & Oilseeds Supply Chain NA    Attention:  Grain & Oilseeds
Fax: (952)742-7242                                         Supply Chain NA
                                               Fax: (952)742-6349

If to CHS:                                     with a copy to:
--------------------------------------------------------------
Cenex Harvest States Cooperatives              Cenex Harvest States Cooperatives
5500 Cenex Drive                               5500 Cenex Drive
Inver Grove Heights, MN 55077                  Inver Grove Heights, MN 55077
Attention:  Vice President, Aligned Grain      Attention: Legal Department
Fax: (651) 451-4554                            Fax: 651-451-4554

or to such other address(es) or representative(s) as either Member may designate to the other Member in writing. All mailed notices shall be deemed to be given when deposited in the United States mail, postage prepaid.

15.6 WAIVER OF DEFAULT. No consent or waiver, express or implied, by the Company or a Member with respect to any breach or default by another Member hereunder shall be deemed or construed to be a consent or waiver with respect to any other breach or default by such Member of the same provision or any other provision of this Agreement. Failure on the part of the Company or a Member to complain of any act or failure to act of another Member or to declare such other Member in default shall not be deemed or constitute a waiver by the Company or the Member of any rights hereunder.

15.7 NO THIRD PARTY RIGHTS. None of the provisions contained in this Agreement shall be for the benefit of or enforceable by any third parties, including creditors of the Company.

15.8 INTEGRATION. This Agreement, together with the Certificate of Formation, contains the entire Agreement between the Members, in such capacity, relative to the formation, operation and continuation of the Company, and this Agreement shall not be altered, modified or changed except by a written document duly executed by the Members at the time of such alteration, modification or change.

15.9 SEVERABILITY. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.

15.10 BINDING AGREEMENT. Subject to the restrictions on the disposition of Interests herein contained, the provisions of this Agreement shall be binding upon, and inure to the benefit of, the Members and their respective heirs, personal representatives, successors and permitted assigns.

15.11 HEADINGS. The headings of the Articles and Sections of this Agreement are for convenience only and shall not be considered in construing or interpreting any of the terms or provisions hereof.

15.12 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one (1) agreement that is binding upon the Members, notwithstanding that all Members are not signatories to the same counterpart.

15.13 LIMITATION OF DAMAGES. In no event shall either Member be liable for the punitive, incidental or consequential damages, or loss of profit, suffered by the other Member except to the extent any such damage or loss arises pursuant to
Section 7.6.

15.14 GOVERNING LAW. Except as otherwise specifically provided herein, this Agreement shall be governed by and construed in accordance with the laws of Minnesota without giving effect to the choice of law principles of the State of Minnesota that would result in the application of the laws of another jurisdiction.

15.15 COMMERCIAL EFFICACY. The Members shall take all reasonable actions to give commercial efficacy to the terms and conditions of this Agreement and to promote the business of the Company, including, but not limited to, taking or causing the Managers of the Board of Managers appointed by them to take all necessary actions in a timely fashion, in order for the Company to pursue the business contemplated by this Agreement, entering into all the agreements contemplated hereby and any additional agreements or instruments of further assurance, as on advice from legal counsel, the Members shall reasonably deem necessary, and seeking all necessary governmental approvals.

15.16 GAAP BASIS. In the event the auditors of the Company are required hereunder to determine the values, accounts, give opinions or make, any other valuation of any nature, the auditors shall employ and apply GAAP consistently unless the context otherwise requires the application of the principles of tax accounting (or differing regulatory rules).

15.17 FIRST RIGHT ON TACOMA FACILITY. In the event Cargill wishes to sell, transfer or assign its lease of the Tacoma Facility to a third party during the term of the Company, Cargill shall provide CHS with thirty (30) days prior written notice of its desire to do so. During such thirty day period CHS shall have the first right to acquire the Tacoma Facility, and the Members shall negotiate in good faith the terms and conditions of such proposed transaction. In the event the Members cannot reach a mutually acceptable agreement for such transaction in the thirty day period, Cargill shall be free to pursue and consummate the sale, transfer or assignment of the Tacoma Facility to and with any third party, provided that such sale, transfer or assignment is on no less favorable terms and conditions to Cargill than the last offer of CHS to Cargill for same and CHS is still willing to agree to such terms and conditions (i.e., Cargill cannot sell, transfer or assign the Tacoma Facility to a third party on terms and conditions less favorable to Cargill than the last offer of CHS to Cargill for same). This section 15.18 shall not apply in the event Cargill is also transferring its Percentage Interest in the Company to a third party.

IN WITNESS WHEREOF, CHS and Cargill have caused this Agreement to be duly executed as of the date first written above.

MEMBERS:

CARGILL, INCORPORATED                            CENEX HARVEST STATES
                                                 COOPERATIVES


By:      /s/ Wayne Teddy                         By: /s/ Richard H. Browne
    ---------------------------------------          --------------------

Name:    Wayne Teddy                             Name:   Richard H. Browne
      -------------------------------------

Title:   President - Cargill Grai & Oilseed      Title:  Senior Vice President
       ------------------------------------
         Supply Chain N.A.

EXHIBIT 2.8.1

FORM OF SERVICES AGREEMENT

SERVICES AGREEMENT

This Services Agreement ("Agreement") dated as of ________ between _________________ ("Provider"), a _____ corporation having an office at ______________ and THE TEMCO, LLC ("Company"), a Delaware limited liability company. Provider and Company may be referred to individually as a "Party" and together as the "Parties". All Capitalized terms used and not defined herein shall have the meaning assigned them in the LLC Agreement.

RECITALS

A. Pursuant to a Limited Liability Company Agreement dated as of ____________. 2002 (the "LLC Agreement"), Cenex Harvest States Cooperatives ("CHS") and Cargill, Incorporated ("Cargill") have formed Company, in which they each have a 50 percent ownership interest.

B. Company wishes Provider, and Provider is willing, to provide to Company certain administrative, support and other services (as further described below, the "Services") in connection with the operation of Company.

AGREEMENTS

Company and Provider agree as follows:

1. Services.

(a) Subject to the terms of this Agreement, Provider shall provide the Services set forth on each Schedule of Services, the form of which is attached as Exhibit A. Each Schedule of Services shall describe the Services to be provided by Provider and shall make reference to this Agreement. A Schedule of Services shall be binding upon the Parties only upon having been executed by both Parties. Each Schedule of Services executed by the Parties shall be governed by this Agreement. Any conflict between the terms of this Agreement and the terms set forth in a Schedule of Services shall be resolved in favor of the terms set forth in the Schedule of Services.

(b) With Company's consent, which may not be unreasonably withheld, Provider may enter into arrangements with any of Provider's affiliates for the performance of the Services to be provided by Provider under this Agreement. The Services shall be provided to Company at such locations as may be mutually determined by the Parties. Provider shall be responsible for obtaining (at its own cost) any licenses, permits or other approvals that may be necessary for Provider or any of its employees or affiliates to provide the Services.

2. Provider's Standard of Conduct. In providing the Services, Provider shall use commercially reasonable efforts, shall act in good faith, shall act in accordance with normal business practices and shall act in accordance with Company's established policies.

3. Compensation for Services. Provider shall be compensated for the Services provided to Company under this Agreement as set forth in each Schedule of Services. Provider shall be free to increase or decrease the number of its employees and otherwise to incur expenses as it deems necessary in providing the Services and in accordance with the standard set forth in Section 2 of this Agreement; provided, however, that any such action by Provider shall not increase the fees for Services unles mutually agreed by the Parties.

4. Payment for Services. Except as may otherwise be provided in each Schedule of Services, as soon as practicable at the end of each month Provider shall submit invoices for Services rendered to Company during that month including, when required, all sales, use, excise or similar taxes which may be applicable to the Services. All invoices shall describe in reasonable detail the Services provided during the month and shall be due and payable twenty (20) days after the date of issue. Company shall pay all undisputed amounts on each invoice, but shall be entitled to withhold payment of any amount in dispute and shall promptly notify Provider of the dispute. Company shall promptly provide Provider with records relating to the disputed amount so as to enable the Parties to resolve the dispute and, to the extent Provider is entitled to any amounts withheld by Company as determined by the resolution of any such dispute, the withheld amount shall be due and payable on the last day of the month in which the dispute is resolved together with interest calculated from the original due date. Company shall pay interest on all overdue amounts at a floating rate that is equal to the lower of (i) two percent above the base rate on corporate loans at U.S. money center commercial banks as reported in THE WALL STREET JOURNAL and (ii) the highest lawful rate.

5. Relationship Among the Parties. Provider in rendering Services under this Agreement is acting as an independent contractor. As such, Provider or, if applicable, its affiliates, shall, at all times, remain the sole employer of the employees providing Services and shall be responsible for the overall control and management of those employees, including evaluation, discipline and termination of those employees. Nothing contained in this Agreement shall be construed as granting Provider or any of its employees any rights to future employment with, or compensation or benefits from, Company, or rights under any employee benefit plan of Company. Provider shall be responsible for the compensation, benefits, insurance (including workers' compensation), taxes, FICA and expenses (business or otherwise) paid to, or on behalf, of the employees providing Services. Nothing in this Agreement and no actions of the Parties under this Agreement shall be construed such that (a) Provider or the employees or affiliates providing Services shall be or be deemed to be an employee, servant or agent of Company or (b) any partnership, joint venture or agency relationship shall be created or be deemed to be created and neither Company nor any of the employees or affiliates providing Services shall represent that it has or is in any such relationship with Company. Other than as specifically provided in this Agreement, nothing in this Agreement shall confer on Provider or any of its employees, affiliates, agents or representatives any authority to obligate or make any contractual commitments whatsoever on behalf of Company.

6. Non-Exclusivity. Company acknowledges that Provider has other commercial activities and that Provider will allocate its resources between the provision of Services under this Agreement and those other commercial activities according to its best commercial judgment, which in no event shall be less than commercially reasonable judgment. Nothing in this Agreement shall be construed as requiring Provider to devote its resources exclusively to performing Services under this Agreement.

7. Compliance With Laws. Company shall use the Services only in accordance with all applicable federal, state and local laws and regulations and the reasonable requirements of Provider. Provider reserves the right to take all actions, including termination of any particular Services, that Provider reasonably believes to be necessary to assure compliance with applicable laws, regulations and tariffs. In performing the Services, Provider shall comply with all applicable federal, state and local laws, rules and regulations, as well as the reasonable requirements of Company.

8. Indemnities.

(a) Each of the Parties will hold harmless the other Party and the other Party's affiliates and its directors, officers, partners, employees, servants, agents, and consultants and successors and permitted assigns of any of the foregoing from and against any and all losses, costs, liabilities, claims, demands, actions, suits and proceedings and expenses (including without limitation reasonable attorneys' fees and expenses and any and all expenses incurred in investigating, preparing or defending against any action, claim or proceeding, commenced, threatened or pending) ("Damages") which result from (i) any act or omission by the indemnifying Party (or with respect to Provider, any act or omission of Provider's affiliates) or any director, officer, employee, agent, consultant or representative of the indemnifying Party (or with respect to Provider, of its affiliates) that is outside the scope of or in breach of the terms of this Agreement, and/or (ii) the failure of that indemnifying Party (or with respect to Provider, the failure by Provider's affiliates) or any director, officer, employee, agent, consultant or representative of the indemnifying Party (or with respect ot Provider, of its affiliates) to perform its obligations under this Agreement, except to the extent that the Damages result from the other Party's negligence, bad faith or willful misconduct. The amount of any claim made by one Party against the other under this Section 8 shall be reduced by the amount of proceeds of any insurance for the benefit of the Party seeking indemnification that is paid on account of the claim for which indemnification is required. The rights and obligations of the Parties under this Section 8(a) will survive the termination of this Agreement.

(b) Each Party ("Indemnifying Party") shall indemnify and hold harmless the other Party ("Indemnified Party") from and against all liabilities, costs, expenses and damages (collectively, "Loss") incurred by the Indemnified Party arising from the death or personal injury of the Indemnified Party's employees, agents or representatives or damage to the Indemnified Party's property, to the extent that any such Loss is caused by Indemnifying Party's negligent act or omission or willful misconduct.

(c) Any indemnification that is required to be paid by one of the Parties pursuant to Sections 8(a) or 8(b) shall be paid within thirty (30) days after demand for the payment, accompanied by evidence of the computation of the amount demanded, has been given by the other Party, except to the extent of any dispute between the Parties with respect to such indemnification, in which event such indemnification, if any, will be paid within thirty (30) days of resolution of such dispute.

9. Representations, Warranties and Covenants. In addition to any other representations, warranties and covenants in this Agreement, each of the Parties
(a) represents and warrants that it has full power, authority and legal right to enter into and perform its obligations under this Agreement, and (b) will:

(i) promptly notify the other Party of all matters that come to its attention that relate to the performance of this Agreement; and

(ii) cause to be executed and delivered such instruments as the other Party reasonably requests in order to give effect to the terms of this Agreement.

Further, Provider represents and warrants the following:

(i) Provider has the capability, experience, and means necessary to perform the Services contemplated by this Agreement. Provider shall perform the Services using appropriate skill and attention. Services will be performed using personnel, equipment, and material qualified and suitable to do the work requested.

(ii) Provider shall provide the Services with properly trained and informed personnel. Provider shall be solely responsible for the acts and omissions of its employees, permitted affiliates and agents and for any other person performing Services under this Agreement at the direct request of Provider.

10. Right of Supervision and Inspection. In the performance of the Services required by this Agreement, Provider is an independent contractor with full authority to direct and control the performance of the details of the Services. However, the quality of the Services must meet the approval of Company and are subject to Company's general rights of inspection to ensure satisfactory completion.

11. Nondisclosure. The Nondisclosure Provisions attached as Exhibit B are incorporated into this Agreement as if fully set forth herein.

12. Excuse.

If either Party is unable in whole or in part by reason of any cause not reasonably within its control to perform any of its obligations under this Agreement when such performance is due (other than the obligation to pay when due all amounts that are owed to the other, which shall not be excused), then upon that Party's giving notice describing that cause and if that Party uses its commercially reasonable best efforts to remedy the cause of the excuse as promptly as possible (i) that obligation shall be excused, but only to the extent of such inability and during the continuance of such inability, (ii) the Party affected shall be excused from any liability for any failure to perform such obligation to the extent so excused and (iii) the other Party shall be excused from any corresponding obligation to the appropriate extent.

13. Term and Termination.

(a) This Agreement shall remain in effect for a period which is coextensive with the term of the LLC Agreement and shall terminate when the LLC Agreement terminates unless this Agreement is earlier terminated either (i) by written notice given by the nondefaulting Party to the defaulting Party that the defaulting Party has failed to perform its obligations under this Agreement for at least thirty (30) days after notice of that failure to perform was given to the defaulting Party by the nondefaulting Party, (ii) by Company on sixty
(60) days written notice, or (iii) by Provider on six (6) months written notice.

(b) Upon termination of this Agreement, all of the obligations of each of the Parties under this Agreement shall terminate except (i) the Parties shall remain liable for any obligation or provision under this Agreement which has accrued prior to termination, and/or which expressly or by implication is intended to survive termination of this Agreement and (ii) each Party shall remain liable for the obligation to pay when due all amounts owed to the other.

(c) The non-disclosure and non-use provisions of Exhibit B shall terminate two (2) years following the termination of this Services Agreement or termination of the Limited Liability Company Agreement between Cargill, Incorporated and Cenex Harvest States Cooperatives, which ever terminates later.

14. Assignment. This Agreement shall inure to the benefit of and be fully binding upon the Parties and their respective successors and permitted assigns. Neither Party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party.

15. Claims and Litigation. Each Party shall notify the other Party of any significant claim,

demand, right or cause of action asserted, threatened or instituted against either Party which may affect in a material way the performance of this Agreement. Any negotiations or litigation of any such claim, demand, right or cause of action shall be conducted by the Party against which such claim, demand, right or cause of action is asserted, threatened or instituted, with the other Party having the right to be reasonably advised as to the status of and to participate in such negotiations or litigation if its interests under this Agreement are involved. If a Party (the "Indemnitee") desires to settle a claim that has been made against it and for which it may be entitled to indemnification by the other party (the "Indemnitor") under Section 8 ("Indemnification"), then the Indemnitee shall notify the Indemnitor in writing (the "Settlement Notice") of the terms on which the Indemnitee desires to settle the claim (the "Settlement Terms") and that it intends to seek Indemnification. If the Indemnitee provides the Settlement Notice to the Indemnitor, unless the Indemnitor notifies the Indemnitee within fifteen (15) business days after the Indemnitor receives the Settlement Notice that the Indemnitor objects to the making of the settlement on the Settlement Terms, the Indemnitee may settle the claim on the Settlement Terms and shall be entitled to Indemnification in accordance with and subject to the terms of this Agreement. If the Indemnitor notifies the Indemnitee that the Indemnitor objects to the making of the settlement on the Settlement Terms, then the Indemnitor shall assume the defense and pay the entire amount, if any, that is recovered on account of the claim. If the Indemnitor so assumes the defense and is successful in reducing the amount of the claim (whether by litigation or settlement) to an amount that is less than that payable under the Settlement Terms, then the Indemnitee shall reimburse the Indemnitor for the lesser of (i) all legal fees and expenses that were incurred by the Indemnitor in reducing the claim and (ii) the amount of the reduction.

16. Limitation of Liability. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, PROVIDER MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOVEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES. In no event shall either Party be liable to the other Party for any indirect (including without limitation lost profits or loss of business opportunity), incidental, consequential or punitive damages resulting from the Services or from any breach of this Agreement.

17. Notices. All notices and other communications required or permitted to be given under this Agreement or which either Party elects to give, shall be in writing and, except as otherwise specifically provided, shall be either delivered personally or sent by independent courier or express delivery service or by electronic facsimile transmission to the other Party at the address indicated below (or to such other address as the Party designates for itself by notice given in accordance with this Section 16). All notices shall be deemed given (a) upon delivery, if personally delivered or (b) three (3) days after being dispatched with the independent courier or express delivery service or (c) upon the effective sending of an electronic facsimile transmission.

IF TO PROVIDER:

IF TO COMPANY:

18. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance is, to any extent, invalid or unenforceable, the remainder of this Agreement or the application of that term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected and each term and provision of this Agreement shall be valid and enforceable to the extent permitted by law.

19. Governing Law. This Agreement shall be governed by and construed, and performance thereof shall be determined, in accordance with the laws of the State of Minnesota, without giving effect to the conflicts of law provisions thereof.

20. Dispute Resolution. All disputes arising under this Lease will be resolved by the parties through the dispute resolution procedures described on Exhibit C attached hereto and incorporated herein by this reference.

21. Records and Reports. Provider will maintain the records relating to the Services separate from the records that it otherwise maintains, and shall maintain the records relating to Company and the Services in strictest confidence, and in accordance with the Nondisclosure Provisions attached as Exhibit B. Provider will provide Company with such reports and information concerning the Services which Company reasonably requests.

22. Antitrust Compliance. Company and Provider shall fully abide by all relevant antitrust laws, rules and regulations which may govern the operation of Company and Company's relationship with Provider under this Agreement. Company and Provider shall establish an antitrust training program to ensure that their employees are made aware of relevant antitrust laws. In addition, Company and Provider will implement operating principles and/or communication guidelines related to the provision of Services designed to comply with all relevant antitrust laws, rules and regulations.

23. Further Assurances. Each Party agrees from time to time to do and perform such other and further acts and execute and deliver any and all such other instruments as may be required by law or reasonably requested by the other Party to carry out and effect the intent and purpose of this Agreement.

24. Nonwaiver. The failure or delay of a Party to insist upon strict performance of any of the provisions of this Agreement, to exercise any rights or remedies provided under this Agreement or by law, or to notify the other Party in the event of breach or default under this Agreement, shall not release or relieve such other Party from any of its obligations under this Agreement and shall not be deemed a waiver of any right to insist upon strict performance of this Agreement or any of the rights or remedies under this Agreement, nor shall any purported modification or rescission of this Agreement operate as a waiver of any of the provisions of this Agreement.

25. Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the Parties and their respective permitted successor and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

26. Entire Agreement; Amendment. This Agreement (a) constitutes the entire agreement between the parties with respect to the the subject matter hereof and supersedes any prior oral or written

agreement or representation by or between the Parties, and (b) may be amended only by an instrument in writing executed by both of the Parties.

27. Counterparts. This Agreement may be executed in counterparts, all of which counterparts taken together shall constitute one original agreement.

IN WITNESS WHEREOF, Company and Provider each has caused this Agreement to be executed by its duly authorized officer.

Title:

TACOMA EXPORT AND MARKETING, LLC

Title:

EXHIBIT A

FORM OF SCHEDULE OF SERVICES

Date:___________________________

This SCHEDULE OF SERVICES is issued pursuant to the Services Agreement dated as of _____ between TEMCO, LLC ("Company") and ________________ ("Provider") which is hereby incorporated into this Schedule of Services by reference.

I. Description of Services. Provider shall perform the following Services for Company:

II. Compensation.

III. Special Provisions.

TACOMA EXPORT MARKETING, LLC                 _______________________________


By:                                          By:
    -------------------------------              -------------------------------


Name:                                        Name:
      -----------------------------                -----------------------------


Title:                                       Title:
       ----------------------------                 ----------------------------

EXHIBIT B

NONDISCLOSURE AND I.P. OWNERSHIP PROVISIONS

CONFIDENTIALITY. During the term of this Services Agreement, Company and Provider may exchange certain Confidential Information with one another. "Confidential Information" shall mean all information owned by or in possession of either Company or the Provider, that is not generally known to the public, whether of a technical, business or other nature (including, without limitation, inventions, trade secrets, know-how and information relating to the customers, business plans, promotional and market activities, finances and other business affairs of such party) that is disclosed by a party, (the "Disclosing Party") to the other party (the "Receiving Party") in furtherance of this Services Agreement.

NON-DISCLOSURE AND NON-USE. The Receiving Party agrees to treat as secret and hold in strict confidence all Confidential Information it receives from the Disclosing Party under this Services Agreement. The Receiving Party agrees that it will not disclose any Confidential Information to any third party without the prior written permission of the Disclosing Party (or as otherwise specifically provided in this Agreement), however, in the case of disclosure by Company to the Company Member that is not the Provider under this Services Agreement oral permission is sufficient). The Receiving Party also agrees that it will only use the Confidential Information received under this Services Agreement as specifically provided herein and in furtherance of this Agreement. The Receiving Party agrees that only its employees with a bona fide need to know, and who have signed the Appendix To Nondisclosure Provisions, shall be provided access to the Confidential Information of the Disclosing Party. In the event the Receiving Party is required by court order, or by law or legal process, to disclose Confidential Information of the Disclosing Party, the Receiving Party shall inform the Disclosing Party in writing prior to making such disclosure to provide sufficient time to request a protective order or other appropriate measure, and the Receiving Party will disclose only such information that is legally required and will use its reasonable best efforts to obtain confidential treatment for any Confidential Information that is so disclosed.

EXCLUSIONS TO CONFIDENTIAL INFORMATION. Confidential Information shall not include information that (a) was in the public domain, in its entirety in a unified form, at the time of disclosure to the Receiving Party; (b) was known by the Receiving Party prior to its disclosure by the Disclosing Party; (c) becomes part of the public domain after the date of disclosure by the Disclosing Party through no fault of the Receiving Party; or, (d) is disclosed by a third party to the Receiving Party after the date of disclosure by the Disclosing Party, where the third party did not require the Receiving Party to hold such information in confidence and did not acquire such information directly or indirectly from the Disclosing Party;

OWNERSHIP. Except as otherwise specifically provided in this Services Agreement, all rights to Confidential Information, trade secrets, know-how, inventions, patents, patents pending, copyrights, trademarks, and tradenames (hereinafter, "Intellectual Property") owned by Provider shall be fully retained by Provider and no rights or licenses are provided to Company. In the event that any Intellectual Property based upon Provider's Intellectual Property is created under this Services Agreement, the new Intellectual Property shall be owned by Provider with a non-exclusive, royalty-free, non-transferrable, perpetual, worldwide license being granted to Company for use of the new Intellectual Property consistent with the Business Purpose.

1.

APPENDIX TO NONDISCLOSURE PROVISIONS

EMPLOYEE AND AFFILIATE
ACKNOWLEDGEMENT AND AGREEMENT

I, the undersigned, hereby acknowledge that I have received and read the Nondisclosure and I.P. Provisions of the Services Agreement dated _______ between ____________ and Tacoma Export and Marketing Company, LLC ("Company"), and that I understand all of the provisions thereof. I further acknowledge that I may receive Confidential Information (as defined in the Nondisclosure Provisions), and my receipt of that Confidential Information is conditioned upon my execution of this Acknowledgement and Agreement. By signing below, I agree to abide by the terms of the Services Agreement.

Date:_________________________                    ______________________________
                                                  Company


                                                  ------------------------------
                                                  Signature


                                                  ------------------------------
                                                  Print Name

EXHIBIT 3.1

INITIAL CAPITAL CONTRIBUTIONS OF MEMBERS

CARGILL MEMBER: Cargill's 50% partnership interest in Tacoma Export Marketing Company, a Washington general partnership.

CHS MEMBER: CHS's 50% partnership interest in Tacoma Export Marketing Company, a Washington general partnership.

EXHIBIT 5.2

DESIGNATION OF INITIAL MANAGERS

CARGILL'S INITIAL MANAGERS:

(1) William M. Hale
(2) Frank L. Sims
(3) R. Wayne Teddy

CHS' INITIAL MANAGERS:

(1) Rick Browne
(2) David Kastelic
(3) Brian Schouvieller

EXHIBIT 10.3

Put-through Agreement

EXHIBIT 12.1(f)

PENDING OR THREATENED ACTIONS, SUITS, PROCEEDINGS OR INVESTIGATIONS

1. The Port of Tacoma claims that ContiGroup (formerly known as Continental Grain Company) ("Conti") and/or Cargill are responsible for certain additional rent relating to a lease of aquatic tidelands that the Port of Tacoma executed with the State of Washington in October 1972. The Port of Tacoma has sought to pass on such rent to Conti/Cargill, which relates to the water lot required for the placement, maintenance and operation of the wharves, docks, dock walls and marine gallery and similar water-based structures benefiting the facility. Conti and Cargill have objected to the Port's claim for additional rent.

CENEX HARVEST STATES COOPERATIVES

NOTE PURCHASE AGREEMENT

DATED AS OF OCTOBER 18, 2002

$115,000,000 4.96% SERIES D SENIOR NOTES DUE OCTOBER 18, 2012
$60,000,000 5.60% SERIES E SENIOR NOTES DUE OCTOBER 18, 2017

TABLE OF CONTENTS

1. AUTHORIZATION OF NOTES...............................................1

2. SALE AND PURCHASE OF NOTES...........................................1

3. CLOSING. 2

4. CONDITIONS TO CLOSING................................................2

4.1. Representations and Warranties..............................2
4.2. Performance; No Default.....................................2
4.3. Compliance Certificates.....................................3
4.4. Opinions of Counsel.........................................3
4.5. Purchase Permitted By Applicable Law, etc...................3
4.6. Sale of Other Notes.........................................3
4.7. Payment of Special Counsel Fees.............................4
4.8. Private Placement Number....................................4
4.9. Changes in Corporate Structure..............................4
4.10. Offeree Letter..............................................4
4.11. Proceedings and Documents...................................4

5.1.     Organization; Power and Authority...........................4
5.2.     Authorization, etc..........................................5
5.3.     Disclosure..................................................5
5.4.     Organization and Ownership of Shares of
           Subsidiaries; Affiliates..................................5
5.5.     Financial Statements........................................6
5.6.     Compliance with Laws, Other Instruments, etc................6
5.7.     Governmental Authorizations, etc............................7
5.8.     Litigation; Observance of Agreements, Statutes
           and Orders................................................7
5.9.     Taxes.......................................................7
5.10.    Title to Property; Leases...................................8
5.11.    Permits and Other Operating  Rights.........................8
5.12.    Intellectual Property.......................................8
5.13.    Compliance with ERISA.......................................9
5.14.    Private Offering by the Company............................10
5.15.    Use of Proceeds; Margin Regulations........................10
5.16.    Existing Debt; Future Liens................................10
5.17.    Foreign Assets Control Regulations, etc....................11
5.18.    Status under Certain Statutes..............................11
5.19.    Environmental Matters......................................11
5.20.    Solvency...................................................12
5.21.    Hostile Tender Offers......................................12
5.22.    Ranking of Notes...........................................12

6. REPRESENTATIONS OF THE PURCHASER....................................12

6.1. Purchase for Investment....................................12
6.2. Source of Funds............................................13

7. INFORMATION AS TO COMPANY...........................................14

7.1. Financial and Business Information.........................14
7.2. Officer's Certificate......................................17
7.3. Inspection.................................................17

8. INTEREST; PAYMENT OF THE NOTES......................................18

8.1. Interest Payments..........................................18
8.2. Required Principal Payments................................18
8.3. Optional Prepayments with Make-Whole Amount................20
8.4. Allocation of Partial Prepayments..........................20
8.5. Maturity; Surrender, etc...................................21
8.6. Purchase of Notes..........................................21
8.7. Make-Whole Amount..........................................21

9. AFFIRMATIVE COVENANTS...............................................22

9.1. Compliance with Law........................................22
9.2. Insurance..................................................23
9.3. Maintenance of Properties..................................23
9.4. Payment of Taxes and Claims................................23
9.5. Corporate Existence, etc...................................24
9.6. Pari Passu.................................................24

10. NEGATIVE COVENANTS..................................................24

10.1. Transactions with Affiliates...............................24
10.2. Merger, Consolidation, etc.................................24
10.3. Funded Debt to Consolidated Cash Flows.....................25
10.4. Adjusted Consolidated Funded Debt to Consolidated

           Members' and Patrons' Equity.............................25
10.5.    Priority Debt..............................................25
10.6.    Liens......................................................26
10.7.    Sale of Assets.............................................28
10.8.    Line of Business...........................................32
10.9.    Subsidiary Distribution Restrictions.......................32
10.10.   Subsidiary Preferred Stock.................................32
10.11.   Issuance of Stock by Subsidiaries..........................32

11. EVENTS OF DEFAULT...................................................32

12. REMEDIES ON DEFAULT, ETC............................................34

12.1. Acceleration...............................................34
12.2. Other Remedies.............................................35
12.3. Rescission.................................................35
12.4. No Waivers or Election of Remedies, Expenses, etc..........36

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.......................36

13.1. Registration of Notes......................................36
13.2. Transfer and Exchange of Notes.............................36
13.3. Replacement of Notes.......................................37

14. PAYMENTS ON NOTES...................................................37

15. EXPENSES, ETC.......................................................37

15.1. Transaction Expenses.......................................37
15.2. Survival...................................................38

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT........38

17. AMENDMENT AND WAIVER................................................38

17.1. Requirements...............................................38
17.2. Solicitation of Holders of Notes...........................39
17.3. Binding Effect, etc........................................39
17.4. Notes held by Company, etc.................................39

18. NOTICES. 39

19. REPRODUCTION OF DOCUMENTS...........................................40

20. CONFIDENTIAL INFORMATION............................................40

21. SUBSTITUTION OF PURCHASER...........................................41

22. MISCELLANEOUS.......................................................42

22.1. Successors and Assigns.....................................42
22.2. Payments Due on Non-Business Days..........................42
22.3. Severability...............................................42
22.4. Construction...............................................42
22.5. Counterparts...............................................42
22.6. Governing Law..............................................42

                             Schedules and Exhibits
                             ----------------------

Schedule A           --       Information Relating To Purchasers
Schedule B           --       Defined Terms

Schedule 4.9         --       Changes in Corporate Structure
Schedule 5.3         --       Disclosure Materials
Schedule 5.4         --       Subsidiaries of the Company and Ownership of
                                Subsidiary Stock
Schedule 5.5         --       Financial Statements
Schedule 5.6         --       Restrictions on Debt
Schedule 5.12        --       Intellectual Property
Schedule 5.15        --       Use of Proceeds
Schedule 5.16        --       Existing Debt

Exhibit 1A           --       Form of 4.96% Series D Senior Notes due
                                October 18, 2012
Exhibit 1B           --       Form of 5.60% Series E Senior Notes due
                                October 18, 2017

Exhibit 3            --       Form of Pay Proceeds Letter

Exhibit 4.4(a)       --       Form of Opinion of General Counsel for the Company
Exhibit 4.4(b)       --       Form of Opinion of Special Counsel for the
                                Purchasers

CENEX HARVEST STATES COOPERATIVES
5500 CENEX DRIVE
INVER GROVE HEIGHTS, MN 55077

$115,000,000 4.96% Series D Senior Notes due October 18, 2012 $60,000,000 5.60% Series E Senior Notes due October 18, 2017

Dated as of October 18, 2002

Separately addressed to each of the Purchasers listed in the attached Schedule A

Ladies and Gentlemen:

Cenex Harvest States Cooperatives, a nonstock agricultural cooperative corporation organized under the laws of the State of Minnesota (the "COMPANY"), agrees with you as follows:

1. AUTHORIZATION OF NOTES.

The Company will authorize the issue and sale of (a) $115,000,000 aggregate principal amount of its 4.96% Series D Senior Notes due October 18, 2012 (the "SERIES D NOTES", such term to include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement or the Other Agreements (as hereinafter defined)) and (b) $60,000,000 aggregate principal amount of its 5.60% Series E Senior Notes due October 18, 2017 (the "SERIES E NOTES", such term to include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement or the Other Agreements (as hereinafter defined)). The Series D Notes shall be substantially in the form set out in Exhibit 1A and the Series E Notes shall be substantially in the form set out in Exhibit 1B, in each case with such changes therefrom, if any, as may be approved by you and the Company. The term "NOTES" as used herein, shall include each of the Series D Notes and the Series E Notes (each a "SERIES") and any promissory note delivered in substitution or exchange for any Notes pursuant to Section 13, and the term "NOTE" shall refer to any one of such Notes. Certain capitalized terms used in this Agreement are defined in Schedule B hereto; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement; and references to a "Section" are, unless otherwise specified, references to a Section of this Agreement.

2. SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount and the Series specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amounts and the Series specified below its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other

Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder. This Agreement and the other Agreements shall constitute one single agreement for purposes of New York General Obligations Law section 5-501.

3. CLOSING.

The sale and purchase of the Notes to be purchased by you and the Other Purchasers shall occur at the offices of Bingham McCutchen LLP, One State Street, Hartford, Connecticut 06103, at 10:00 a.m., local time, at a closing (the "CLOSING") on October 18, 2002. At the Closing, the Company will deliver to you the Notes to be purchased by you in the form of, respectively, a single Series D Note or Series E Note, as the case may be (or such greater number of Series D Notes or Series E Notes in denominations of at least $500,000 as you may request), dated the date of the Closing and registered in your name (or in the name of your nominee), as indicated in Schedule A, against delivery by you to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for credit to such account or accounts as shall be specified in a letter on the Company's letterhead, in substantially the form of Exhibit 3 attached hereto, from the Company to you and each of the Other Purchasers. If, at the Closing, the Company shall fail to tender such Notes to you as provided above in this
Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.

4. CONDITIONS TO CLOSING.

Your obligation to purchase and pay for the Notes to be sold to you at the Closing is subject to the fulfillment to your satisfaction, prior to or at the Closing, of the following conditions:

4.1. REPRESENTATIONS AND WARRANTIES.

The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.

4.2. PERFORMANCE; NO DEFAULT.

The Company shall have performed and complied with all agreements and conditions contained in the Financing Documents required to be performed or complied with by the Company prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Schedule 5.15) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by any of Sections 10.1, 10.3, 10.4, 10.5, 10.6 or 10.7 hereof had such Sections applied since such date.

4.3. COMPLIANCE CERTIFICATES.

(a) OFFICER'S CERTIFICATE. The Company shall have delivered to you an Officer's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b) SECRETARY'S CERTIFICATE. The Company shall have delivered to you a certificate, signed on its behalf by its Secretary or its Assistant Secretary, and one other officer of the Company, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, this Agreement and the Other Agreements.

4.4. OPINIONS OF COUNSEL.

You shall have received opinions in form and substance satisfactory to you, dated the date of the Closing, from

(a) David A. Kastelic, General Counsel for the Company, substantially in the form set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as you or your counsel may reasonably request (and the Company hereby instructs such counsel to deliver such opinion to you); and

(b) Bingham McCutchen LLP, your special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as you may reasonably request.

4.5. PURCHASE PERMITTED BY APPLICABLE LAW, ETC.

On the date of the Closing, your purchase of Notes and all other proceedings taken in connection with the transaction contemplated by this Agreement and the other Financing Documents shall (a) be permitted by the laws and regulations of each jurisdiction to which you are subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject you to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by you, you shall have received an Officer's Certificate certifying as to such matters of fact as you may reasonably specify to enable you to determine whether such purchase is so permitted.

4.6. SALE OF OTHER NOTES.

Contemporaneously with the Closing, the Company shall sell to the Other Purchasers and the Other Purchasers shall purchase the Notes to be purchased by them at the Closing as specified in Schedule A.

4.7. PAYMENT OF SPECIAL COUNSEL FEES.

Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing the fees, charges and disbursements of your special counsel referred to in Section 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one (1) Business Day prior to the Closing.

4.8. PRIVATE PLACEMENT NUMBER.

A Private Placement number issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for each Series of Notes.

4.9. CHANGES IN CORPORATE STRUCTURE.

Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

4.10. OFFEREE LETTER.

SunTrust Capital Markets, Inc. shall have delivered to the Company, their counsel, you, each Other Purchaser and your special counsel an offeree letter, in form and substance satisfactory to you, confirming the manner of the offering of the Notes by SunTrust Capital Markets, Inc.

4.11. PROCEEDINGS AND DOCUMENTS.

All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to you that:

5.1. ORGANIZATION; POWER AND AUTHORITY.

The Company is a nonstock agricultural cooperative corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota , and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it

transacts and proposes to transact, to execute and deliver this Agreement, the Other Agreements and the Notes and to perform the provisions hereof and thereof.

5.2. AUTHORIZATION, ETC.

The Company has all requisite corporate power to own and operate its respective properties and to conduct its business as currently conducted and as currently proposed to be conducted. The Company has all requisite corporate power to execute, deliver and perform its obligations under this Agreement and the Notes. The Company has taken all necessary corporate action to authorize the execution and delivery of, and the performance of its obligations under, each of the Financing Documents and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except, in each case, as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.3. DISCLOSURE.

The Company, through its agent, SunTrust Capital Markets, Inc. has delivered to you and each Other Purchaser a copy of a Confidential Private Placement Memorandum, dated September 2002 (the "MEMORANDUM"), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries. Except as disclosed in Schedule 5.3, this Agreement, the other Financing Documents, the Memorandum, the documents, certificates or other writings delivered to you by or on behalf of the Company in connection with the transactions contemplated by the Financing Documents and the financial statements listed in Schedule 5.5, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein or therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Memorandum or as expressly described in Schedule 5.3, or in one of the documents, certificates or other writings identified therein, or in the financial statements listed in Schedule 5.5, since August 31, 2001, there has been no change in the financial condition, operations, business, properties or prospects of the Company or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Memorandum or in the other documents, certificates and other writings delivered to you by or on behalf of the Company specifically for use in connection with the transactions contemplated hereby.

5.4. ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES; AFFILIATES.

(a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each

other Subsidiary, (ii) the Company's Affiliates, other than Subsidiaries, and (iii) the Company's directors and senior officers.

(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company or its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).

(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d) No Subsidiary is a party to, or otherwise subject to any legal restriction or any agreement (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

5.5. FINANCIAL STATEMENTS.

The Company has delivered to you and each Other Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).

5.6. COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.

The execution, delivery and performance by the Company of this Agreement and the Notes will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

The Company is not a party to any contract or agreement or subject to any charter or other corporate restrictions which materially and adversely affects its business, property, assets, financial condition or results of operations, and the Company is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt of the Company, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 5.6 attached hereto (as such Schedule 5.6 may have been modified from time to time by written supplements thereto delivered by the Company and accepted in writing by the Required Holders). The provisions of this Agreement and the Notes do not contravene any agreement listed in Schedule 5.6.

5.7. GOVERNMENTAL AUTHORIZATIONS, ETC.

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes.

5.8. LITIGATION; OBSERVANCE OF AGREEMENTS, STATUTES AND ORDERS.

(a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any Subsidiary or any properties or rights of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including, without limitation, Environmental Laws and the USA Patriot Act) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.9. TAXES.

The Company and its Subsidiaries have filed all federal, state and other tax returns that are, to the knowledge of the officers of the Company, required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could reasonably be

expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate. The Federal income tax liabilities of the Company and its Subsidiaries have been determined by the Internal Revenue Service and paid for all fiscal years up to and including the fiscal year ended December 31, 1998. The Company is a cooperative association taxed under the provisions of "subchapter T" of the Code and the Company does not presently intend to alter its status as a subchapter T cooperative association for federal income tax purposes.

5.10. TITLE TO PROPERTY; LEASES.

Except for defects in title which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Company has and each of its Subsidiaries has good and indefeasible title to its respective real properties (other than properties which it leases) and good title to all of its other respective properties and assets that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

5.11. PERMITS AND OTHER OPERATING RIGHTS.

The Company and each Subsidiary of the Company has all such valid and sufficient certificates of convenience and necessity, franchises, licenses, permits, operating rights and other authorizations from all Governmental Authorities having jurisdiction over the Company or any Subsidiary or any of its properties, as are necessary for the ownership, operation and maintenance of its businesses and properties, as presently conducted and as proposed to be conducted while the Notes are outstanding, subject to exceptions and deficiencies which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, and such certificates of convenience and necessity, franchises, licenses, permits, operating rights and other authorizations from all Governmental Authorities or any of its properties are free from restrictions or conditions which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

5.12. INTELLECTUAL PROPERTY.

Except as disclosed in Schedule 5.12,

(a) the Company and its Subsidiaries own or possess all patents, copyrights, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others;

(b) to the best knowledge of the Company, no product or practice of the Company or any Subsidiary infringes in any material respect any patent, copyright, service mark, trademark, trade name or other right owned by any other Person; and

(c) to the best knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any patent, copyright, service mark, trademark, trade name or other right owned or used by the Company or any of its Subsidiaries.

5.13. COMPLIANCE WITH ERISA.

(a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA (aside from ordinary claims for benefits under the Plans) or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to
Section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material.

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan's most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan's most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by more than $15,000,000 for any single Plan or by more than $20,000,000, in the aggregate, for all such Plans. The term "BENEFIT LIABILITIES" has the meaning specified in section 4001 of ERISA and the terms "CURRENT VALUE" and "PRESENT VALUE" have the meaning specified in section 3 of ERISA.

(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

(d) The expected postretirement benefit obligation (determined as of the last day of the Company's most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.

(e) The execution and delivery of the Financing Documents and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of this Section 5.13(e) is made in reliance upon and subject to the

accuracy of your representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by you.

5.14. PRIVATE OFFERING BY THE COMPANY.

Neither the Company nor anyone acting on its behalf has, directly or indirectly, offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than you, the Other Purchasers and not more than 31 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of
Section 5 of the Securities Act or to the provisions of any securities or "blue sky" laws of any applicable jurisdiction.

5.15. USE OF PROCEEDS; MARGIN REGULATIONS.

(a) USE OF PROCEEDS. The Company will apply the proceeds of the sale of the Notes as set forth in Schedule 5.15.

(b) MARGIN REGULATIONS. None of the Company or any of its Subsidiaries owns or has any present intention of acquiring any "margin stock" as defined in Regulation U (12 CFR Part 221) of the Board of Governors of the Federal Reserve System of the United States (herein called "MARGIN STOCK") under such circumstances as to involve either the Company or any Subsidiary in a violation of said Regulation U. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any margin stock or for the purpose of maintaining, reducing or retiring any Debt which was originally incurred to purchase or carry any stock that is currently a margin stock or for any other purpose which might constitute this transaction a "purpose credit" within the meaning of such Regulation U. The Company is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock. Neither the Company nor any agent acting on its behalf has taken or will take any action which might cause this Agreement or the Notes to violate Regulation T, Regulation U or any other regulation of the Board of Governors of the Federal Reserve System of the United States or to violate the Exchange Act, in each case as in effect now or as the same may hereafter be in effect.

5.16. EXISTING DEBT; FUTURE LIENS.

(a) Except as described therein, Schedule 5.16 sets forth a complete and correct list of all outstanding Debt of the Company and its Subsidiaries in excess of $10,000,000 or having commitments in excess thereof as of the date of the Closing. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with respect to any Debt of the Company or any Subsidiary that would permit (or that with notice or the lapse of

time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) The aggregate amount of all outstanding Debt of the Company and its Subsidiaries not set forth on Schedule 5.16 does not exceed $5,000,000 in the aggregate.

(c) Except as disclosed in Schedule 5.16, neither the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.6.

5.17. FOREIGN ASSETS CONTROL REGULATIONS, ETC.

(a) Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

(b) Neither the Company nor any of its Subsidiaries has violated, nor will any of them violate, the provisions of United States Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (Exec. Order No. 13224, 66 Fed. Reg. 49079 (2001)).

5.18. STATUS UNDER CERTAIN STATUTES.

Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 1935, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

5.19. ENVIRONMENTAL MATTERS.

Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Company or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed to you in writing,

(a) neither the Company nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect;

(b) neither the Company nor any of its Subsidiaries has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect; and

(c) all buildings on all real properties now owned, leased or operated by the Company or any of its Subsidiaries are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

5.20. SOLVENCY.

The Company, after giving effect to the transactions contemplated by the Financing Documents, will not be engaged in any business or transaction, or about to engage in any business or transaction, for which the Company has unreasonably small assets or capital (within the meaning of the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act and Section 548 of Title 11 of the United States Code), and the Company does not have any intent to hinder, delay or defraud any Person to which it is, or will become, on or after the date of Closing, indebted to or to incur debts that would be beyond its ability to pay as they mature.

5.21. HOSTILE TENDER OFFERS.

None of the proceeds of the sale of any Notes will be used to finance a Hostile Tender Offer.

5.22. RANKING OF NOTES.

The Company's obligations under the Notes and this Agreement will, upon issuance of the Notes, rank at least PARI PASSU, without preference or priority, with all of its other outstanding unsecured and unsubordinated obligations, except for those obligations that are, or are liable to be, mandatorily preferred by law.

6. REPRESENTATIONS OF THE PURCHASER.

6.1. PURCHASE FOR INVESTMENT.

You represent that you are purchasing the Notes for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds and not with a view to the distribution thereof, PROVIDED that the disposition of your or their property shall at all times be within your or their control. You understand that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

6.2. SOURCE OF FUNDS.

You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder:

(a) the Source is an "insurance company general account" (as the term is defined in the United States Department of Labor's Prohibited Transaction Exemption ("PTE") 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the "NAIC ANNUAL STATEMENT")) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with your state of domicile; or

(b) the Source is a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by you to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d) the Source constitutes assets of an "investment fund"
(within the meaning of Part V of PTE 84-14 (the "QPAM EXEMPTION")) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (d); or

(e) the Source constitutes assets of a "plan(s)" (within the meaning of Section IV of PTE 96-23 (the "INHAM EXEMPTION")) managed by an "in-house asset manager" or "INHAM" (within the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of "control" in Section IV(h) of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(f) the Source is a governmental plan; or

(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (g); or

(h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms "EMPLOYEE BENEFIT PLAN", "GOVERNMENTAL PLAN" and "SEPARATE ACCOUNT" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

7. INFORMATION AS TO COMPANY.

7.1. FINANCIAL AND BUSINESS INFORMATION.

The Company shall deliver to each holder of Notes that is an Institutional Investor:

(a) QUARTERLY STATEMENTS -- within 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and

(ii) consolidated statements of income, changes in members' equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the

requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);

(b) ANNUAL STATEMENTS -- within 90 days after the end of each fiscal year of the Company, duplicate copies of,

(i) consolidated and consolidating balance sheets of the Company and its Subsidiaries, as at the end of such year, and

(ii) consolidated and consolidating statements of income and cash flows and a consolidated statement of members' equity of the Company and its Subsidiaries, for such year,

setting forth in each case, in comparative form, the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by,

(A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and

(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default arising under Section 10.2 insofar as such Default or Event of Default relates to Section 10.2(b)(iii)(B), Sections 10.3 through 10.5 and Section 10.7(b), and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any such Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit);

provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to members, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this
Section 7.1(b).

(c) SEC AND OTHER REPORTS -- promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or

periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;

(d) NOTICE OF DEFAULT OR EVENT OF DEFAULT -- promptly, and in any event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in
Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(e) ERISA MATTERS -- promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

(i) with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

(f) NOTICES FROM GOVERNMENTAL AUTHORITY -- promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and

(g) REQUESTED INFORMATION -- with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the

Company to perform its obligations hereunder and under the Financing Documents as from time to time may be reasonably requested by any such holder of Notes; and

(h) INFORMATION REQUIRED BY RULE 144A - with reasonable promptness, upon the request of any such holder, such financial and other information as such holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Company is subject to and in compliance with the reporting requirements of section 13 or 15(d) of the Exchange Act.

7.2. OFFICER'S CERTIFICATE.

Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a certificate of a Senior Financial Officer setting forth:

(a) COVENANT COMPLIANCE -- the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Sections 10.3 through 10.5 and
Section 10.7 hereof, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

(b) EVENT OF DEFAULT -- a statement that such officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.

7.3. INSPECTION.

The Company shall permit the representatives of each holder of Notes that is an Institutional Investor:

(a) NO DEFAULT -- if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company or any Subsidiary, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company's officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent

will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

(b) DEFAULT -- if a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.

8. INTEREST; PAYMENT OF THE NOTES.

8.1. INTEREST PAYMENTS.

Interest on the Series D Notes shall accrue on the unpaid principal balance of the Series D Notes at the rates and shall be computed on the basis as described in the Series D Notes. Interest on the Series E Notes shall accrue on the unpaid principal balance of the Series E Notes at the rates and shall be computed on the basis as described in the Series E Notes. In each case, interest shall be due and payable as provided in the respective Notes.

8.2. REQUIRED PRINCIPAL PAYMENTS.

(a) Required Principal Payments; Maturity.

(i) SERIES D NOTES. The Company shall pay, and there shall become due and payable with respect to the Series D Notes, the principal amount of $8,846,154 (each such payment a "SERIES D REQUIRED PRINCIPAL PAYMENT") on October 18th and April 18th in each year commencing on October 18, 2006 to and including April 18, 2012; PROVIDED, however, that the principal amount of the Series D Notes prepaid or purchased pursuant to Section 8.2(b), Section 8.3 or Section 10.7 shall be applied against the principal amount of each Series D Required Principal Payment becoming due under this Section 8.2(a) in inverse order of their scheduled due dates. Each Series D Required Principal Payment shall be at 100% of the principal amount paid, together with interest accrued thereon to the date of payment. The entire remaining outstanding principal amount of the Series D Notes, together with all accrued and unpaid interest thereon, shall be due and payable on October 18, 2012.

(ii) SERIES E NOTES. The Company shall pay, and there shall become due and payable with respect to the Series E Notes, the principal amount of $4,615,385 (each such payment a "SERIES E REQUIRED PRINCIPAL PAYMENT") on October 18th and April 18th in each year commencing on October 18, 2011 to and including April 18, 2017; PROVIDED, however, that the principal amount of the Series E Notes prepaid or purchased pursuant to Section 8.2(b), Section 8.3 or Section 10.7 shall be applied against the principal amount of each Series E

Required Principal Payment becoming due under this Section 8.2(a) in inverse order of their scheduled due dates. Each Series E Required Principal Payment shall be at 100% of the principal amount paid, together with interest accrued thereon to the date of payment. The entire remaining outstanding principal amount of the Series E Notes, together with all accrued and unpaid interest thereon, shall be due and payable on October 18, 2017.

(b) OFFER TO PAY NOTES UPON CHANGE IN CONTROL.

(i) NOTICE AND OFFER. The Company will not take any action that consummates or finalizes a Change in Control unless at least thirty (30) days prior to such action it shall have given to each holder of the Notes written notice of such impending Change in Control. The Company will, within five (5) Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes in the manner set forth in Section 18. If a Change in Control has occurred, such written notice shall contain, and shall constitute an irrevocable offer to prepay all or (at such holder's option) any portion of the Notes held by such holder on a date specified in such notice (the "PROPOSED PREPAYMENT DATE") that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice. If the Proposed Prepayment Date shall not be specified in such notice, the Proposed Prepayment Date shall be the 30th day after the date such notice shall have been sent by the Company. In no event will the Company take any action to consummate or finalize a Change in Control unless the Company has given the notice required by this Section 8.2(b)(i) and, contemporaneously with such action, the Company prepays all Notes required to be prepaid in accordance with Section 8.2(b)(ii) hereof.

(ii) ACCEPTANCE AND PAYMENT. A holder of Notes may accept the offer to prepay made pursuant to Section 8.2(b)(i) by causing a notice of acceptance of such offered prepayment (specifying in such notice the amount of Notes with respect to which such acceptance applies and the Series of Notes) to be delivered to the Company prior to the Proposed Prepayment Date (it being understood that the failure by a holder to respond to such written offer of prepayment prior to the Proposed Prepayment Date shall be deemed to constitute a rejection of such offer with respect to all Notes held by such holder). If so accepted, such offered prepayment shall be due and payable on the Proposed Prepayment Date. Such offered prepayment shall be made at 100% of the principal amount of such Notes so prepaid, PLUS interest on all such Notes accrued to the Proposed Prepayment Date. If the Company shall at any time receive an acceptance to an offer to prepay Notes pursuant to this Section 8.2(b)(ii) from some, but not all of, the holders of the Notes, then the Company will, within two (2) Business Days after the receipt of such acceptance, give written notice of such acceptance to each other holder of the Notes.

(iii) OFFICER'S CERTIFICATE. Each offer to prepay the Notes pursuant to Section 8.2(b) shall be accompanied by a certificate, executed by a Responsible Officer of the Company and dated the date of such offer, specifying:

(A) the Proposed Prepayment Date;

(B) that such payment is to be made pursuant to the provisions of Section 8.2(b) of this Agreement;

(C) the outstanding principal amount as of the Proposed Prepayment Date of each Note offered to be prepaid;

(D) the unpaid interest that would be due on each such Note offered to be prepaid, accrued to the date fixed for payment;

(E) that the conditions of Section 8.2(b)

have been fulfilled; and

(F) in reasonable detail, the nature and
date or proposed date of the Change in Control.

8.3. OPTIONAL PREPAYMENTS WITH MAKE-WHOLE AMOUNT.

The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in integral multiples of $1,000,000 and in a minimum amount of $5,000,000, at 100% of the principal amount so prepaid, plus interest thereon to the prepayment date and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.3 not less than ten (10) Business Days and not more than sixty (60) days prior to the date fixed for such prepayment. Each such notice shall specify such prepayment date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with
Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two
(2) Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Any partial prepayment of the Notes pursuant to this Section 8.3 shall be applied in satisfaction of required payments of principal in inverse order of their scheduled due dates.

8.4. ALLOCATION OF PARTIAL PREPAYMENTS.

In the case of each partial prepayment of the Notes pursuant to Section 8.3, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes (without distinguishing among the different Series) at the time outstanding in proportion, as nearly as

practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

8.5. MATURITY; SURRENDER, ETC.

In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and, in the case of any such prepayment pursuant to Section 8.3, the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

8.6. PURCHASE OF NOTES.

The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

8.7. MAKE-WHOLE AMOUNT.

The term "MAKE-WHOLE AMOUNT" means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, PROVIDED that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

"CALLED PRINCIPAL" means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.3 or has become or is declared to be immediately due and payable pursuant to
Section 12.1, as the context requires.

"DISCOUNTED VALUE" means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

"REINVESTMENT YIELD" means, with respect to the Called Principal of any Note, the sum of (a) 0.50% per annum PLUS (b) the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as "Page PX1" on the Bloomberg Financial Market Service (or such other display as may

replace Page PX1 on the Bloomberg Financial Market Service) for actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (i) the actively traded U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (ii) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life.

"REMAINING AVERAGE LIFE" means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (a) such Called Principal into (b) the sum of the products obtained by multiplying (i) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (ii) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

"REMAINING SCHEDULED PAYMENTS" means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, PROVIDED that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.3 or 12.1.

"SETTLEMENT DATE" means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.3 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

9. AFFIRMATIVE COVENANTS.

The Company covenants that so long as any of the Notes are outstanding:

9.1. COMPLIANCE WITH LAW.

The Company will and will cause each of its Subsidiaries to comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, Environmental Laws, and will obtain and maintain in effect all licenses,

certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.2. INSURANCE.

The Company will and will cause each of its Subsidiaries to maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated; provided, however, the Company may, to the extent permitted by law, provide for appropriate self-insurance with respect to workers' compensation.

9.3. MAINTENANCE OF PROPERTIES.

The Company will and will cause each of its Subsidiaries to maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, PROVIDED that this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.4. PAYMENT OF TAXES AND CLAIMS.

The Company will and will cause each of its Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, and to pay and discharge all amounts payable for work, labor and materials, in each case to the extent such taxes, assessments, charges, levies and amounts have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, PROVIDED that neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy or amount payable if (a) the amount, applicability or validity thereof is being actively contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (b) the nonpayment of all such taxes, assessments, charges, levies and amounts payable in the aggregate could not reasonably be expected to have a Material Adverse Effect.

9.5. CORPORATE EXISTENCE, ETC.

Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect its corporate existence and will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries, except to the extent that, with respect to Subsidiaries, in the good faith judgment of the Company, the failure to do so could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The Company will at all times preserve and keep in full force and effect all certificates of convenience and necessity, rights and franchises, licenses, permits, operating rights and other authorization from any Governmental Authorities as are necessary for the ownership, operation and maintenance of its and its Subsidiaries' respective businesses and properties, unless the termination of or failure to preserve and keep in full force and effect such right, certificate or franchise, license, permit, operating right or other authorization would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

9.6. PARI PASSU

The Company covenants that all Debt owing under the Notes and under this Agreement will rank at least pari passu with all its other present and future unsecured Senior Debt.

10. NEGATIVE COVENANTS.

The Company covenants that so long as any of the Notes are outstanding:

10.1. TRANSACTIONS WITH AFFILIATES.

The Company will not, and will not permit any Subsidiary to, enter into directly or indirectly any transaction or Material group of related transactions (including, without limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate, except in the ordinary course and pursuant to the reasonable requirements of the Company's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm's-length transaction with a Person not an Affiliate.

10.2. MERGER, CONSOLIDATION, ETC.

The Company will not, and will not permit any Subsidiary to, directly or indirectly, consolidate with, or merge into, any other Person or permit any other Person to consolidate with, or merge into, it, except that

(a) any Subsidiary may consolidate with, or merge into, the Company or any Wholly-Owned Subsidiary if, the Company or such Wholly-Owned Subsidiary is the surviving corporation; and

(b) the Company may consolidate with, or merge into, any other Person, or permit any other Person to consolidate with, or merge into, it, if

(i) the successor formed by such consolidation or the survivor of such merger (the "SURVIVING CORPORATION"), is a solvent corporation organized under the laws of the United States of America or any State thereof (including the District of Columbia),

(ii) if the Company is not the Surviving Corporation, (A) the Surviving Corporation shall have executed and delivered to each holder of the Notes its written assumption of the due and punctual performance and payment of each covenant and condition of the Company in this Agreement, the Other Agreements and the Notes, which assumption shall be in form and substance approved in writing by the Required Holders, and (B) the Company shall have caused to be delivered to each holder of the Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and

(iii) immediately after giving effect to such transaction,

(A) no Default or Event of Default shall exist, and

(B) the Surviving Corporation is permitted to incur at least $1.00 of additional Funded Debt under the provisions of Section 10.3 and Section 10.4 and at least $1.00 of additional Priority Debt under the provisions of Section 10.5.

10.3. FUNDED DEBT TO CONSOLIDATED CASH FLOWS.

The Company will not permit the ratio of (i) Consolidated Funded Debt to (ii) Consolidated Cash Flow determined as of the end of the four fiscal quarter period then most recently ended, to exceed 3.00 to 1.00 at any time.

10.4. ADJUSTED CONSOLIDATED FUNDED DEBT TO CONSOLIDATED MEMBERS' AND PATRONS' EQUITY.

The Company shall not permit the ratio of Adjusted Consolidated Funded Debt to Consolidated Members' and Patrons' Equity to exceed .80 to 1.00 at any time.

10.5. PRIORITY DEBT.

The Company covenants that it will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, issue, incur or assume any Priority Debt if after giving effect thereto the aggregate outstanding principal amount of all Priority Debt would exceed 20% of Consolidated Net Worth at the time of such creation, issuance, incurrence or assumption.

10.6. LIENS.

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or suffer to be created, incurred or assumed or to exist (upon the happening of a contingency or otherwise), any Lien on or with respect to any property of the Company or any such Subsidiary, whether now owned or held or hereafter acquired (unless provision is made whereby the Notes will be equally and ratably secured with any and all other obligations thereby secured as provided in the last paragraph of this Section 10.6), except:

(a) Liens for taxes, assessments or other governmental charges or levies securing obligations not overdue, or if overdue, being actively contested in good faith by appropriate proceedings that will prevent the forfeiture or sale of any property, provided that adequate reserves are established in accordance on the books of the Company or a Subsidiary of the Company in accordance with GAAP;

(b) attachment, judgment and other similar Liens arising in connection with court proceedings, provided the execution or other enforcement of such Lien(s) is effectively stayed and the claims secured thereby are being actively contested in good faith in such manner that the property subject to such Lien(s) is not subject to forfeiture or sale, and further provided that adequate reserves are established on the books of the Company or a Subsidiary of the Company in accordance with GAAP;

(c) Liens incidental to the normal conduct of the business of the Company or a Subsidiary of the Company or to the ownership by the Company or a Subsidiary of its property which were not incurred in connection with the borrowing of money or the obtaining of credit or advances and which do not in the aggregate materially detract from the value of the property of the Company or any Subsidiary of the Company for the purpose of such business or materially impair the use thereof in the operation of the business of the Company or any Subsidiary of the Company, including, without limitation, Liens

(i) in connection with workers' compensation, unemployment insurance, social security and other like laws,

(ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and performance bonds (of a type other than set forth in Section 10.6(b)), bids, leases (other than Capital Leases), purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property,

(iii) to secure the claims or demands of materialmen, mechanics, carriers, warehousemen, vendors, repairmen, landlords, lessors and other like Persons, arising in the ordinary course of business, and

(iv) in the nature of reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other similar title exceptions or encumbrances affecting real property;

PROVIDED that any amounts secured by such Liens are not yet due and payable.

(d) Liens existing as of the date of this Agreement securing Debt and set forth on Schedule 5.16 hereto;

(e) any Lien renewing, extending or refunding any Lien permitted by paragraph (d) of this Section 10.6, provided that (a) the principal amount of the Debt secured by such Lien immediately prior to such extension, renewal or refunding is not increased or the maturity thereof reduced, (b) such Lien is not extended to any other property, and (c) immediately after such extension, renewal or refunding no Default or Event of Default would exist;

(f) Liens on property of the Company or any of its Subsidiaries securing Debt owing to the Company or to any of its Wholly-Owned Subsidiaries;

(g) any Lien created to secure all or any part of the purchase price or cost of construction, or to secure Debt incurred or assumed to pay all or a part of the purchase price or cost of construction, of any property (or any improvement thereon) acquired or constructed by the Company or a Subsidiary of the Company after the date of the Closing, PROVIDED that

(i) no such Lien shall extend to or cover any property other than the property (or improvement thereon) being acquired or constructed or rights relating solely to such item or items of property (or improvement thereon),

(ii) the principal amount of Debt secured by any such Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the Company or such Subsidiary of the property
(or improvement thereon) being acquired or constructed or (B) the Fair Market Value (as determined in good faith by the Company) of such property, determined at the time of such acquisition or at the time of substantial completion of such construction, and

(iii) such Lien shall be created contemporaneously with, or within 180 days after, the acquisition or completion of construction of such property (or improvement thereon);

(h) any Lien existing on property acquired by the Company or any Subsidiary of the Company at the time such property is so acquired (whether or not the Debt secured thereby is assumed by the Company or such Subsidiary) or any Lien existing on property of a Person immediately prior to the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company, PROVIDED that

(i) no such Lien shall have been created or assumed in contemplation of such acquisition of property or such consolidation or merger,

(ii) such Lien shall extend only to the property acquired or the property of such Person merged into or consolidated with the Company or Subsidiary which was subject to such Lien as of the time of such consolidation or merger, and

(iii) the principal amount of the Debt secured by any such Lien shall at no time exceed an amount equal to 100% of the Fair Market Value (as determined in good faith by the board of directors of the Company or such Subsidiary) of the property subject thereto at the time of the acquisition thereof or at the time of such merger or consolidation;

(i) Liens to CoBank and other cooperatives with respect to equity held by the Company in such banks or other cooperatives securing Debt, provided that the aggregate amount of such equity securing Debt shall not exceed $50,000,000 at any one time; and

(j) other Liens not otherwise permitted under clause (a) through (i) of this Section 10.6 securing Debt, provided that the creation, issuance, incurrence or assumption of such Debt is permitted under Sections 10.3, 10.4 and 10.5 hereof.

If, notwithstanding the prohibition contained herein, the Company shall, or shall permit any of its Subsidiaries to, directly or indirectly create, incur, assume or permit to exist any Lien, other than those Liens permitted by the provisions of paragraphs (a) through (j) of this Section 10.6 (but including any Liens in respect of the Primary Bank Facility whether or not permitted by paragraphs (a) - (j) of this Section 10.6), it will make or cause to be made effective provision whereby the Notes will be secured equally and ratably with any and all other obligations thereby secured, such security to be pursuant to agreements reasonably satisfactory to the Required Holders (including intercreditor arrangements providing for the pari passu treatment of the Notes and all such secured Debt) and, in any such case, the Notes shall have the benefit, to the fullest extent that, and with such priority as, the holders of the Notes may be entitled under applicable law, of an equitable Lien on such property. For the avoidance of doubt, the Company acknowledges that it will not, and will not permit any Subsidiary to, secure or grant any Liens in respect of the Primary Bank Facility, unless an equal and ratable Lien is granted in respect of the Notes.

10.7. SALE OF ASSETS.

(a) SALE OF ASSETS. The Company will not, and will not permit any of its Subsidiaries to, make any Transfer, PROVIDED that the foregoing restriction does not apply to a Transfer if:

(i) the property that is the subject of such Transfer constitutes either (A) inventory held for sale, or (B) equipment, fixtures, supplies or materials no longer required, in the opinion of the Company or such Subsidiary, in the operation of the business of the Company or such Subsidiary or that is obsolete, and, in the case of any Transfer described in clause (A) or clause (B), such Transfer is in the ordinary course of business (an "ORDINARY COURSE TRANSFER");

(ii) such Transfer is from a Subsidiary to the Company or a Wholly-Owned Subsidiary, so long as immediately before and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist (each such Transfer, collectively with any Ordinary Course Transfers, "EXCLUDED TRANSFERS"); or

(iii) such Transfer is a lease of the assets of the Company or any Subsidiary of the Company to any joint venture entity, of which the Company or any Subsidiary of the Company holds an ownership interest and shares in the earnings; PROVIDED that the terms of any such lease and the division of the joint venture's earnings, when viewed as a whole, can be reasonably expected to generate the same or greater book earnings and cash flow for the Company or Subsidiary of the Company as would be generated absent such lease.

(b) DEBT PREPAYMENT APPLICATIONS AND REINVESTED TRANSFERS.

(i) Notwithstanding the provisions of Section 10.7(a), the Company or any Subsidiary may Transfer any of its properties at the Fair Market Value thereof; PROVIDED that

(A) either (1) such Transfer is not an Excluded Transfer and does not involve a Substantial Portion of the property of the Company and its Subsidiaries, or, (2) concurrently with the making of such Transfer the Net Proceeds Amount with respect to such Transfer (the "DESIGNATED PORTION") is either
(x) applied to the acquisition by the Company or the Subsidiary making such Transfer of assets of a nature similar to, and of at least an equivalent value of the assets which were the subject of such Transfer, or is committed to be applied to such acquisition within one year of the date of such Transfer (a "REINVESTED TRANSFER"), or (y) applied to a Debt Prepayment Application with respect to such Transfer, in either case hereof, within one year of the consummation of such Transfer, as specified in an Officer's Certificate delivered to each holder of Notes prior to, or contemporaneously with, the consummation of such Transfer; and

(B) immediately after giving effect to such Transfer (1) no Default or Event of Default shall exist and (2) the Company is able to incur at least $1.00 of additional Funded Debt under the provisions of Section 10.3 and Section 10.4 hereof and at least $1.00 of additional Priority Debt under the provisions of Section 10.5 hereof.

(ii) If, notwithstanding the certificate referred to in the foregoing clause 10.7(b)(i)(A), the Company shall fail to apply the entire amount of the Designated Portion as specified in such certificate within the period stated in
Section 10.7(b)(i), an Event of Default shall be deemed to have existed as of the expiration of such period and shall be deemed to be continuing.

(c) CERTAIN DEFINITIONS. The following terms have the following meanings:

(i) "DEBT PREPAYMENT APPLICATION" means, with respect to any Transfer by the Company or any Subsidiary, the application by the Company or such Subsidiary of cash in an amount equal to the Net Proceeds Amount with respect to such Transfer to pay the outstanding principal of all Funded Debt of the Company or such Subsidiary (other than Funded Debt owing to any of the Subsidiaries or any Affiliate and Funded Debt in respect of any revolving credit or similar facility providing the Company or such Subsidiary with the right to obtain loans or other extensions of credit from time to time, except to the extent that in connection with such payment of Funded Debt, the availability of loans or other extensions of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Funded Debt), PROVIDED that in the course of making such application the Company shall offer to prepay each outstanding Note in a principal amount that equals the Ratable Portion for such Note PLUS interest on all such Notes accrued to the date of such payment. The Company will give each holder of Notes written notice of such offered prepayment not less than ten (10) Business Days and not more than sixty
(60) days prior to the date fixed for such prepayment, specifying such prepayment date, the aggregate principal amount of the Notes to be prepaid on such date and the Ratable Portion payable with respect to each such Note. A holder of Notes may accept or reject such offer to prepay by causing a notice of such acceptance or rejection to be delivered to the Company at least two (2) Business Days prior to the prepayment date specified by the Company in such offer. If a holder of Notes has not responded to such offer by a date which is at least two (2) Business Days prior to such specified prepayment date, such holder shall be deemed to have rejected such offer of prepayment. If any holder of a Note rejects or is deemed to have rejected such offer of prepayment, then, for purposes of determining the extent to which any Net Proceeds Amount has been applied to a Debt Prepayment Application, the Company nevertheless will be deemed to have paid Funded Debt in an amount equal to the Ratable Portion for such Note.

As used in this definition,

"RATABLE PORTION" means, for any Note, an amount equal to the product of

(a) the Net Proceeds Amount (or any portion thereof) being so offered to be applied to the payment of Funded Debt, MULTIPLIED BY

(b) a fraction the numerator of which is the outstanding principal amount of such Note and the denominator of which is the aggregate outstanding principal amount of Funded Debt of the Company and its Subsidiaries, after eliminating all offsetting debits and credits between the Company and its Subsidiaries and all other items required to be eliminated in the course of the

preparation of consolidated financial statements of the Company and its Subsidiaries in accordance with GAAP.

(ii) "DISPOSITION VALUE" means, at any time, with respect to any Transfer,

(A) in the case of property that does not constitute capital stock of or other ownership interests in any Subsidiary of the Company, the book value thereof, valued at the time of such Transfer in good faith by the board of directors of the Company, and

(B) in the case of property that constitutes capital stock of or other ownership interests in any Subsidiary of the Company, an amount equal to that percentage of the book value of the assets of the Subsidiary that issued such capital stock or other ownership interests as is equal to the percentage that the book value that such capital stock or other ownership interests represents of the book value of all of the outstanding capital stock of or other ownership interests in such Subsidiary (assuming, in making such calculations, that all securities convertible into such capital stock or other ownership interests are so converted and giving full effect to all transactions that would occur or be required in connection with such conversion), determined as of time of such Transfer in good faith by the board of directors of the Company.

(iii) "NET PROCEEDS AMOUNT" means, with respect to any Transfer of any property by any Person, an amount equal to the difference of

(a) the aggregate amount of the consideration (valued at the Fair Market Value of such consideration at the time of the consummation of such Transfer) received by such Person in respect of such Transfer, MINUS

(b) all ordinary and reasonable out-of-pocket costs and expenses actually incurred by such Person in connection with such Transfer and any income taxes fairly attributable to such Transfer.

(iv) "SUBSTANTIAL PORTION" means, at any time, any property subject to a Transfer if the Disposition Value of such property, when added to the Disposition Value of all other property of the Company and its Subsidiaries that shall have been the subject of a Transfer (other than an Excluded Transfer and subject, with respect to both such property and all such other property, to the provisions of Section 10.7(b)) during the then current fiscal year of the Company, exceeds an amount equal to 25% of Consolidated Total Assets as reflected (or as would be reflected) in the consolidated balance sheet of the Company for the fiscal year of the Company then most recently ended.

(iv) "TRANSFER" means, with respect to any Person, any transaction in which such Person sells, conveys, transfers or leases (as lessor) any of its property, including, without limitation, capital stock of or other ownership interests in, any other Person.

10.8. LINE OF BUSINESS.

The Company will not, and will not permit any Subsidiary to, engage to any Material extent in any business activity or operations other than operations or activities, (a) in or reasonably related to the agriculture industry, (ii) in the food industry or (iii) in which the Company and its Subsidiaries are otherwise engaged on the date hereof as described in the Memorandum or businesses reasonably related thereto or in furtherance thereof.

10.9. SUBSIDIARY DISTRIBUTION RESTRICTIONS.

The Company covenants that it will not, and will not permit any Subsidiary (other than NCRA) of the Company to, enter into, or be otherwise subject to, any contract or agreement (including its certificate of incorporation) which limits the amount of, or otherwise imposes restrictions on the payment of, Distributions by any Subsidiary of the Company.

10.10. SUBSIDIARY PREFERRED STOCK.

The Company covenants that it will not permit any Subsidiary of the Company to issue or permit to be outstanding any class of capital stock which has priority over any other class of capital stock of such Subsidiary as to Distributions or in liquidation.

10.11. ISSUANCE OF STOCK BY SUBSIDIARIES.

The Company covenants that it will not permit any Subsidiary of the Company to issue, sell or otherwise dispose of any shares of any class of its stock (either directly or indirectly by the issuance of rights or options for, or securities convertible into, such shares) except to the Company or another Subsidiary of the Company.

11. EVENTS OF DEFAULT.

An "EVENT OF DEFAULT" shall exist if any of the following conditions or events shall occur and be continuing:

(a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) the Company defaults in the payment of any interest on any Note for more than five (5) Business Days after the same becomes due and payable; or

(c) the Company defaults in the performance of or compliance with any term contained in any of Section 7.1(d), Section 8.2 (other than any payment default occurring under Sections 11(a) and/or 11(b)) or Section 10 (other than Section 10.8) hereof; or

(d) the Company defaults in the performance of or compliance with any term contained herein (other than those referred to in paragraphs (a), (b) and (c) of this Section 11) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a "notice of default" and to refer specifically to this paragraph (d) of Section 11); or

(e) any representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in this Agreement or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or

(f) the Company or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Debt that is outstanding in an aggregate principal amount of at least $10,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company or any Subsidiary is in default in the performance of or compliance with any agreement, term or condition contained in any instrument or agreement evidencing any Debt in an aggregate outstanding principal amount of at least $10,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Debt has become, or has been declared (or one or more Persons are entitled to declare such Debt to be) due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Debt to convert such Debt into equity interests), (x) the Company or any Subsidiary has become obligated to purchase or repay Debt before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $10,000,000, or (y) one or more Persons have the right to require the Company or any Subsidiary so to purchase or repay such Debt; or

(g) the Company or any Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property,
(v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or

(h) a court or Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company or any of its Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a

petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any of its Subsidiaries, or any such petition shall be filed against the Company or any of its Subsidiaries and such petition shall not be dismissed within 60 days; or

(i) a final judgment or judgments for the payment of money aggregating in excess of $5,000,000 are rendered against one or more of the Company and its Subsidiaries and which judgments are not, within 45 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 45 days after the expiration of such stay; or

(j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate "amount of unfunded benefit liabilities" (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed five percent (5%) of Consolidated Net Worth for any period of ten (10) consecutive calendar days or more, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans,
(v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect.

As used in Section 11(j), the terms "EMPLOYEE BENEFIT PLAN" and "EMPLOYEE WELFARE BENEFIT PLAN" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

12. REMEDIES ON DEFAULT, ETC.

12.1. ACCELERATION.

(a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of paragraph (g) or described in clause
(vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 66-2/3% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

12.2. OTHER REMEDIES.

If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Financing Document, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

12.3. RESCISSION.

At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders may, by written notice to the Company, rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

12.4. NO WAIVERS OR ELECTION OF REMEDIES, EXPENSES, ETC.

No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder's rights, powers or remedies. No right, power or remedy conferred by any Financing Document upon any holder of any Note shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys' fees, expenses and disbursements.

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1. REGISTRATION OF NOTES.

The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

13.2. TRANSFER AND EXCHANGE OF NOTES.

Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1A or Exhibit 1B, as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, PROVIDED that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

13.3. REPLACEMENT OF NOTES.

Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (PROVIDED that if the holder of such Note is, or is a nominee for, an original Purchaser or a Qualified Institutional Buyer, such Person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof,

the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

14. PAYMENTS ON NOTES.

So long as you or your nominee shall be the holder of any Note, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below your name in Schedule A, or by such other method or at such other address as you shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, you shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office. Prior to any sale or other disposition of any Note held by you or your nominee you will, at your election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14 to any Qualified Institutional Buyer or Institutional Investor that is the direct or indirect transferee of any Note purchased by you under this Agreement and that has made the same agreement relating to such Note as you have made in this Section 14.

15. EXPENSES, ETC.

15.1. TRANSACTION EXPENSES.

Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys' fees of a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of the Financing Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any

rights under the Financing Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with the Financing Documents, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Financing Documents. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those retained by you).

15.2. SURVIVAL.

The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement.

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained in any Financing Document shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under any Financing Document. Subject to the preceding sentence, the Financing Documents embody the entire agreement and understanding between you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

17. AMENDMENT AND WAIVER.

17.1. REQUIREMENTS.

This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to you unless consented to by you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

17.2. SOLICITATION OF HOLDERS OF NOTES.

(a) SOLICITATION. The Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b) PAYMENT. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.

17.3. BINDING EFFECT, ETC.

Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term "THIS AGREEMENT" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

17.4. NOTES HELD BY COMPANY, ETC.

Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under any of the Financing Documents, or have directed the taking of any action provided in any of the Financing Documents to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

18. NOTICES.

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail

with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(i) if to you or your nominee, to you or it at the address specified for such communications in Schedule A, or at such other address as you or it shall have specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or

(iii) if to the Company, to the Company at its address set forth at the beginning hereof to the attention of John Schmitz, Executive Vice President and Chief Financial Officer, or at such other address as the Company shall have specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

19. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by you at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to you, may be reproduced by you by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and you may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by you in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

20. CONFIDENTIAL INFORMATION.

For the purposes of this Section 20, "CONFIDENTIAL INFORMATION" means information delivered to you by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by you as being confidential information of the Company or such Subsidiary, PROVIDED that such term does not include information that (a) was publicly known or otherwise known to you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by you or any person acting on your behalf, (c) otherwise becomes known to you other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to you under
Section 7.1 that are otherwise publicly available. You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by you

in good faith to protect confidential information of third parties delivered to you, PROVIDED that you may deliver or disclose Confidential Information to (i) your directors, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by your Notes), (ii) your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which you sell or offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which you offer to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over you, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about your investment portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to you, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which you are a party or (z) if an Event of Default has occurred and is continuing, to the extent you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under the Financing Documents. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20.

21. SUBSTITUTION OF PURCHASER.

You shall have the right to substitute any one of your Affiliates as the purchaser of the Notes that you have agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both you and such Affiliate, shall contain such Affiliate's agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, wherever the word "you" is used in this Agreement (other than in this Section 21), such word shall be deemed to refer to such Affiliate in lieu of you. In the event that such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to you all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word "you" is used in this Agreement (other than in this Section 21), such word shall no longer be deemed to refer to such Affiliate, but shall refer to you, and you shall have all the rights of an original holder of the Notes under this Agreement.

22. MISCELLANEOUS.

22.1. SUCCESSORS AND ASSIGNS.

All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

22.2. PAYMENTS DUE ON NON-BUSINESS DAYS.

Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day.

22.3. SEVERABILITY.

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

22.4. CONSTRUCTION.

Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

22.5. COUNTERPARTS.

This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

22.6. GOVERNING LAW.

THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company.

Very truly yours,

CENEX HARVEST STATES COOPERATIVES

By: ____________________________
Name:
Title:

The foregoing is hereby agreed to
as of the date thereof.

[PURCHASER]

By: ___________________________
Name:
Title:

[Signature Page to Note Purchase Agreement]

============================================= ===========================================================================
PURCHASER NAME                                THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RD-1; $21,500,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  The Bank of New York
                                              New York, NY ABA # 021-000-018
                                              Acct. # 890-0304-391

                                              Re:      (See "Accompanying information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   4.96% Series D Senior Notes due October 18, 2012

                                              PPN:                       15131# AD 8

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       The Prudential Insurance Company of America
                                              c/o Investment Operations Group
                                              Gateway Center Two, 10th Floor
                                              100 Mulberry Street
                                              Newark, NJ 07102-4077
                                              Attn:    Manager, Billings and Collections

                                              Fax:     973-802-8764

                                              with a copy to:
                                              --------------

                                              The Prudential Insurance Company of America
                                              c/o Prudential Capital Group
                                              Two Prudential Plaza
                                              180 North Stetson Street, Suite 5600
                                              Chicago, IL 60601
                                              Attn:    Managing Director

                                              Tel:     312-540-0931
                                              Fax:     312-540-4222

                                              with receipt of telephonic prepayment notices to:
                                              ------------------------------------------------

                                              Manager, Trade Management Group

                                              Tel:     973-802-6009
                                              Fax:     800-224-2278
--------------------------------------------- ---------------------------------------------------------------------------

============================================= ===========================================================================
PURCHASER NAME                                THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 The Prudential Insurance Company of America
                                              c/o Prudential Capital Group
                                              Two Prudential Plaza
                                              180 North Stetson Street, Suite 5600
                                              Chicago, IL 60601
                                              Attn:    Managing Director

                                              Tel:     312-540-0931
                                              Fax:     312-540-4222
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

                                              By: ________________________________
                                              Name:
                                              Title: Vice President
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             The Prudential Insurance Company of America
                                              c/o Prudential Capital Group
                                              Two Prudential Plaza
                                              180 North Stetson Street, Suite 5600
                                              Chicago, IL 60601
                                              Attn:    Wiley S. Adams
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     22-1211670
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                PRUCO LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
PURCHASER NAME                                PRUCO LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              PRUCO LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RD-2; $1,000,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  The Bank of New York
                                              New York, NY ABA # 021-000-018
                                              Acct. # 890-0304-421

                                              Re:      (See "Accompanying information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   4.96% Series D Senior Notes due October 18, 2012

                                              PPN:                       15131# AD 8

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       Pruco Life Insurance Company
                                              c/o Investment Operations Group
                                              Gateway Center Two, 10th Floor
                                              100 Mulberry Street
                                              Newark, NJ 07102-4077
                                              Attn:    Manager, Billings and Collections

                                              Fax:     973-802-8764

                                              with a copy to:
                                              --------------

                                              Pruco Life Insurance Company
                                              c/o Prudential Capital Group
                                              Two Prudential Plaza
                                              180 North Stetson Street, Suite 5600
                                              Chicago, IL 60601
                                              Attn:    Managing Director

                                              Tel:     312-540-0931
                                              Fax:     312-540-4222

                                              with receipt of telephonic prepayment notices to:
                                              ------------------------------------------------

                                              Manager, Trade Management Group

                                              Tel:     973-802-6009
                                              Fax:     800-224-2278
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 Pruco Life Insurance Company
                                              c/o Prudential Capital Group
                                              Two Prudential Plaza
                                              180 North Stetson Street, Suite 5600
                                              Chicago, IL 60601
                                              Attn:    Managing Director

                                              Tel:     312-540-0931
                                              Fax:     312-540-4222
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                PRUCO LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            PRUCO LIFE INSURANCE COMPANY

                                              By: ________________________________
                                              Name:
                                              Title: Vice President
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             Pruco Life Insurance Company
                                              c/o Prudential Capital Group
                                              Two Prudential Plaza
                                              180 North Stetson Street, Suite 5600
                                              Chicago, IL 60601
                                              Attn:    Wiley S. Adams
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     22-1944557
=============================================== =========================================================================

============================================= ===========================================================================
PURCHASER NAME                                HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RD-3; $3,750,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  Chase Manhattan Bank
                                              4 New York Plaza New York, NY
                                              10004 ABA # 021-000-021 Chase
                                              NYC/Cust Acct. # 900-9-000200
                                              For further credit to G 08965 CRD

                                              Re:  Hartford  Life  Insurance  Company and  "Accompanying  information"
                                              below
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   4.96% Series D Senior Notes due October 18, 2012

                                              PPN:                       15131# AD 8

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       Hartford Investment Management Company
                                              c/o Portfolio Support
                                              P.O. Box 1744
                                              Hartford, CT 06144-1744

                                              Fax:   860-297-8875 / 8876
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 Prudential Private Placement Investors, L.P.
                                              4 Gateway Center
                                              100 Mulberry Street
                                              Newark, NJ 07102
                                              Attn:  Albert Trank, Senior Vice President

                                              Tel:   973-802-8608
                                              Fax:   973-624-6432
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            HARTFORD LIFE INSURANCE COMPANY
                                              By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
                                              By:    Prudential Private Placement Investors, Inc. (as its General Partner)

                                              By: ________________________________
                                              Name:
                                              Title: Vice President
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             Hartford Life Insurance Company
                                              c/o Prudential Capital Group
                                              Two Prudential Plaza
                                              180 North Stetson Street, Suite 5600
                                              Chicago, IL 60601
                                              Attn:  Wiley S. Adams
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     06-9774148
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RD-4; $7,500,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  The Bank of New York
                                              New York, NY
                                              ABA # 021-000-018
                                              BNF:  IOC566 - Income Collections
                                              Attn: William Cashman

                                              Re:  Golden American Life Insurance Company (MVA Acct.), Acct. # 136374,
                                                   and "Accompanying information" below
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:          CENEX HARVEST STATES COOPERATIVES

                                              Description of Security: 4.96% Series D Senior Notes due October 18, 2012

                                              PPN:                     15131# AD 8

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       ING Investment Management LLC
                                              5780 Powers Ferry Road, NW, Suite 300
                                              Atlanta, GA 30327-4943
                                              Attn:  Securities Accounting

                                              Fax:   770-690-4899
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 Prudential Private Placement Investors, L.P.
                                              4 Gateway Center
                                              100 Mulberry Street
                                              Newark, NJ 07102
                                              Attn:  Albert Trank, Senior Vice President

                                              Tel: 973-802-8608
                                              Fax: 973-624-6432
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            GOLDEN AMERICAN LIFE INSURANCE COMPANY
                                              By:  Prudential Private Placement Investors, L.P. (as Investment Advisor)
                                              By:  Prudential Private Placement Investors, Inc. (as its General Partner)

                                              By: ________________________________
                                              Name:
                                              Title: Vice President

--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             Golden American Life Insurance Company
                                              c/o Prudential Capital Group
                                              Two Prudential Plaza
                                              180 North Stetson Street, Suite 5600
                                              Chicago, IL 60601
                                              Attn:    Wiley S. Adams

--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     41-0991508
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              SALKELD & CO.

--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RD-5; $11,250,000

--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  Bankers Trust Company
                                              14 Wall Street
                                              New York, NY 10005
                                              SWIFT Code:  BKTR US 33
                                              ABA # 021-001-033
                                              Acct. # 99-911-145

                                              FCC # 087738/GECA LTC - PRU

                                              Re:   (See "Accompanying information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:          CENEX HARVEST STATES COOPERATIVES

                                              Description of Security: 4.96% Series D Senior Notes due October 18, 2012

                                              PPN:                     15131# AD 8

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       GE Financial Assurance
                                              Account:  GECA LTC
                                              Two Union Square, 601 Union Street
                                              Seattle, WA 98101
                                              Attn: Investment Operations

                                              Fax:  203-356-4688
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 Prudential Private Placement Investors, L.P.
                                              4 Gateway Center
                                              100 Mulberry Street
                                              Newark, NJ 07102
                                              Attn: Albert Trank, Senior Vice President

                                              Tel: 973-802-8608
                                              Fax: 973-624-6432
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY
                                              By:  Prudential Private Placement Investors, L.P. (as Investment Advisor)
                                              By:  Prudential Private Placement Investors, Inc. (as its General Partner)

                                              By: ________________________________
                                              Name:
                                              Title: Vice President
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             General Electric Capital Assurance Company
                                              c/o Prudential Capital Group
                                              Two Prudential Plaza
                                              180 North Stetson Street, Suite 5600
                                              Chicago, IL 60601
                                              Attn: Wiley S. Adams
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     91-6027719
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RE-1; $20,000,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  State Street Bank and Trust Company
                                              Boston, MA  02101
                                              ABA # 011-000-028
                                              Re:      The Variable Annuity Life Insurance Company
                                              A/C:     0125-821-9
                                              OBI = 15131# AE 6 and description of payment
                                              Fund # PA 54

                                              Re: (See "Accompanying information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:          CENEX HARVEST STATES COOPERATIVES

                                              Description of Security: 5.60% Series E Senior Notes due October 18, 2017

                                              PPN:                     15131# AE 6

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       The Variable Annuity Life Insurance Company and PA 54
                                              c/o State Street Bank Corporation
                                              801 Pennsylvania
                                              Kansas City, MO 64105
                                              Attn: Insurance Services

                                              Fax:     816-691-3619

                                              with a copy to:
                                              --------------

                                              The Variable Annuity Life Insurance Company and PA 54
                                              c/o AIG Global Investment Corporation
                                              2929 Allen Parkway, A36-04
                                              Houston, TX  77019-2155
                                              Attn:    Private Placement Department

                                              Fax:     713-831-1072

                                              and a copy to:
                                              -------------

                                              AIG Global Investment Corporation
                                              2929 Allen Parkway, A36-01
                                              Houston, TX  77019-2155
                                              Attn:    Legal Department - Investment Management

                                              Fax:     713-831-2328
=========================================================================================================================

============================================= ===========================================================================
PURCHASER NAME                                THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 The Variable Annuity Life Insurance Company and PA 54
                                              c/o AIG Global Investment Corporation
                                              2929 Allen Parkway, A36-04
                                              Houston, TX  77019-2155
                                              Attn:    Private Placement Department

                                              Fax:     713-831-1072

                                              with a copy to:
                                              --------------

                                              AIG Global Investment Corporation
                                              2929 Allen Parkway, A36-01
                                              Houston, TX  77019-2155
                                              Attn:    Legal Department - Investment Management

                                              Fax:     713-831-2328
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                                              AIG ANNUITY INSURANCE COMPANY
                                              THE FRANKLIN LIFE INSURANCE COMPANY
                                              THE UNITED STATES LIFE INSURANCE COMPANY
                                              IN THE CITY OF NEW YORK
                                              By:      AIG Global Investment Corp., investment adviser

                                                       By:___________________________________
                                                       Name:
                                                       Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             State Street Bank and Trust Company
                                              Securities Services
                                              225 Franklin Street
                                              Boston, MA  02105
                                              Attn: Ana Barnes
                                                    Receive and Deliver

                                              with a request that Ms. Barnes confirm  receipt of original  securities and
                                              ---------------------------------------------------------------------------
                                              forward a copy of same to:
                                              --------------------------

                                              Susie Hayes
                                              AIG Global Investment Corp.
                                              2929 Allen Parkway, A36-01
                                              Houston, TX 77019

                                              provide a carbon copy of the above to:
                                              -------------------------------------

                                              Ed Holmes
                                              Fax:     713-831-2328
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     74-1625348
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                AIG ANNUITY INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              AIG ANNUITY INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RE-2; $10,000,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  State Street Bank and Trust Company
                                              Boston, MA  02101
                                              ABA # 011-000-028
                                              Re:      AIG Annuity Insurance Company
                                              A/C:     7215-132-7
                                              OBI =    15131# AE 6 and description of payment
                                              Fund # WE1B

                                              Re:  (See "Accompanying information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   5.60% Series E Senior Notes due October 18, 2017

                                              PPN:                       15131# AE 6

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       AIG Annuity Insurance Company and WE1B
                                              c/o State Street Bank Corporation
                                              801 Pennsylvania
                                              Kansas City, MO  64105
                                              Attn:    Insurance Services

                                              Fax:     816-691-3619

                                              with a copy to:
                                              --------------

                                              AIG Annuity Insurance Company and WE1B
                                              c/o AIG Global Investment Corporation
                                              2929 Allen Parkway, A36-04
                                              Houston, TX  77019-2155
                                              Attn:    Private Placement Department

                                              Fax:     713-831-1072

                                              and a copy to:
                                              -------------

                                              AIG Global Investment Corporation
                                              2929 Allen Parkway, A36-01
                                              Houston, TX  77019-2155
                                              Attn:    Legal Department - Investment Management

                                              Fax:     713-831-2328
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                AIG ANNUITY INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 AIG Annuity Insurance Company and WE1B
                                              c/o AIG Global Investment Corporation
                                              2929 Allen Parkway, A36-04
                                              Houston, TX  77019-2155
                                              Attn:    Private Placement Department

                                              Fax:     713-831-1072

                                              with a copy to:
                                              --------------

                                              AIG Global Investment Corporation
                                              2929 Allen Parkway, A36-01
                                              Houston, TX  77019-2155
                                              Attn:    Legal Department - Investment Management

                                              Fax:     713-831-2328
--------------------------------------------- ---------------------------------------------------------------------------


Other Instructions                            THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                                              AIG ANNUITY INSURANCE COMPANY
                                              THE FRANKLIN LIFE INSURANCE COMPANY
                                              THE UNITED STATES LIFE INSURANCE COMPANY
                                              IN THE CITY OF NEW YORK
                                              By:      AIG Global Investment Corp., investment adviser

                                                       By:___________________________________
                                                       Name:
                                                       Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             State Street Bank and Trust Company
                                              Securities Services
                                              225 Franklin Street
                                              Boston, MA  02105
                                              Attn: Ana Barnes
                                                    Receive and Deliver

                                              with a request that Ms. Barnes confirm  receipt of original  securities and
                                              ---------------------------------------------------------------------------
                                              forward a copy of same to:
                                              --------------------------

                                              Susie Hayes
                                              AIG Global Investment Corp.
                                              2929 Allen Parkway, A36-01
                                              Houston, TX 77019

                                              provide a carbon copy of the above to:
                                              -------------------------------------

                                              Ed Holmes
                                              Fax:     713-831-2328
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     75-0770838
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                THE FRANKLIN LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              THE FRANKLIN LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RE-3; $10,000,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  State Street Bank and Trust Company
                                              Boston, MA  02101
                                              ABA # 011-000-028
                                              Re:      The Franklin Life Insurance Company
                                              A/C:     2492-440-9
                                              OBI = 15131# AE 6 and description of payment
                                              Fund # PA 37

                                              Re: (See "Accompanying information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   5.60% Series E Senior Notes due October 18, 2017

                                              PPN:                       15131# AE 6

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       The Franklin Life Insurance Company and PA 37
                                              c/o State Street Bank Corporation
                                              801 Pennsylvania
                                              Kansas City, MO  64105
                                              Attn:    Insurance Services

                                              Fax:     816-691-3619

                                              with a copy to:
                                              --------------

                                              The Franklin Life Insurance Company and PA 37
                                              c/o AIG Global Investment Corporation
                                              2929 Allen Parkway, A36-04
                                              Houston, TX  77019-2155
                                              Attn:    Private Placement Department

                                              Fax:     713-831-1072

                                              and a copy to:
                                              -------------

                                              AIG Global Investment Corporation
                                              2929 Allen Parkway, A36-01
                                              Houston, TX 77019-2155
                                              Attn:    Legal Department - Investment Management

                                              Fax:     713-831-2328
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                THE FRANKLIN LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 The Franklin Life Insurance Company and PA 37
                                              c/o AIG Global Investment Corporation
                                              2929 Allen Parkway, A36-04
                                              Houston, TX  77019-2155
                                              Attn:    Private Placement Department

                                              Fax:     713-831-1072

                                              with a copy to:
                                              --------------

                                              AIG Global Investment Corporation
                                              2929 Allen Parkway, A36-01
                                              Houston, TX 77019-2155
                                              Attn:    Legal Department - Investment Management

                                              Fax:     713-831-2328
--------------------------------------------- -------------------------------------------------------------------------
Other Instructions                            THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                                              AIG ANNUITY INSURANCE COMPANY
                                              THE FRANKLIN LIFE INSURANCE COMPANY
                                              THE UNITED STATES LIFE INSURANCE COMPANY
                                              IN THE CITY OF NEW YORK
                                              By:      AIG Global Investment Corp., investment adviser

                                                       By:___________________________________
                                                       Name:
                                                       Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             State Street Bank and Trust Company
                                              Securities Services
                                              225 Franklin Street
                                              Boston, MA  02105
                                              Attn: Ana Barnes
                                                    Receive and Deliver

                                              with a request that Ms. Barnes confirm receipt of original securities and
                                              -------------------------------------------------------------------------
                                              forward a copy of same to:
                                              --------------------------

                                              Susie Hayes
                                              AIG Global Investment Corp.
                                              2929 Allen Parkway, A36-01
                                              Houston, TX 77019

                                              provide a carbon copy of the above to:
                                              -------------------------------------

                                              Ed Holmes
                                              Fax:     713-831-2328
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     37-0281650
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RE-4; $5,000,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  State Street Bank and Trust Company
                                              Boston, MA  02101
                                              ABA # 011-000-028
                                              Re:      The United States Life Insurance Company in the City of New York
                                              A/C:     6956-534-9
                                              OBI = 15131# AE 6 and description of payment
                                              Fund # PA 77

                                              Re: (See "Accompanying information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   5.60% Series E Senior Notes due October 18, 2017

                                              PPN:                       15131# AE 6

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       The United States Life Insurance Company in the City of New York and PA 77
                                              c/o State Street Bank Corporation
                                              801 Pennsylvania
                                              Kansas City, MO  64105
                                              Attn:    Insurance Services

                                              Fax:     816-691-3619

                                              with a copy to:
                                              --------------

                                              The United States Life Insurance Company in the City of New York and PA 77
                                              c/o AIG Global Investment Corporation
                                              2929 Allen Parkway, A36-04
                                              Houston, TX  77019-2155
                                              Attn:    Private Placement Department

                                              Fax:     713-831-1072

                                              and a copy to:
                                              -------------

                                              AIG Global Investment Corporation
                                              2929 Allen Parkway, A36-01
                                              Houston, TX  77019-2155
                                              Attn:    Legal Department - Investment Management

                                              Fax:     713-831-2328
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 The United States Life Insurance Company in the City of New York and PA 77
                                              c/o AIG Global Investment Corporation
                                              2929 Allen Parkway, A36-04
                                              Houston, TX  77019-2155
                                              Attn:    Private Placement Department

                                              Fax:     713-831-1072

                                              with a copy to:
                                              --------------

                                              AIG Global Investment Corporation
                                              2929 Allen Parkway, A36-01
                                              Houston, TX  77019-2155
                                              Attn:    Legal Department - Investment Management

                                              Fax:     713-831-2328
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                                              AIG ANNUITY INSURANCE COMPANY
                                              THE FRANKLIN LIFE INSURANCE COMPANY
                                              THE UNITED STATES LIFE INSURANCE COMPANY
                                              IN THE CITY OF NEW YORK
                                              By:      AIG Global Investment Corp., investment adviser

                                                       By:___________________________________
                                                       Name:
                                                       Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             State Street Bank and Trust Company
                                              Securities Services
                                              225 Franklin Street
                                              Boston, MA  02105
                                              Attn: Ana Barnes
                                                    Receive and Deliver

                                              with a request that Ms. Barnes confirm  receipt of original  securities and
                                              ---------------------------------------------------------------------------
                                              forward a copy of same to:
                                              --------------------------

                                              Susie Hayes
                                              AIG Global Investment Corp.
                                              2929 Allen Parkway, A36-01
                                              Houston, TX 77019

                                              provide a carbon copy of the above to:
                                              -------------------------------------

                                              Ed Holmes
                                              Fax:     713-831-2328
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     13-5459480
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                RELIASTAR LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              RELIASTAR LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RD-6; $20,000,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  The Bank of New York
                                              IOC 566 - INST'L CUSTODY
                                              ABA # 021-000-018
                                              Ref:     ReliaStar Life Insurance Company
                                              Acct. #: 187035 and 15131# AD 8

                                              Re:      (see "Accompanying Information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   4.96% Series D Senior Notes due October 18, 2012

                                              PPN:                       15131# AD 8

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       ING Investment Management LLC
                                              5780 Powers Ferry Road, NW, Suite 300
                                              Atlanta, GA 30327-4349
                                              Attn:    Securities Accounting

                                              Fax:     (770) 690-4899
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 ING Investment Management LLC
                                              100 Washington Avenue South, Suite 1635
                                              Minneapolis, MN  55401-2121
                                              Attn:    Chris Patton

                                              Tel:     (612) 342-7576
                                              Fax:     (612) 372-5368

                                              with a copy to:
                                              --------------

                                              ING Investment Management LLC
                                              5780 Powers Ferry Road, NW, Suite 300
                                              Atlanta, GA  30327-4349
                                              Attn:    Private Placements

                                              Fax:     (770) 690-4899
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            RELIASTAR LIFE INSURANCE COMPANY
                                              By:  ING Investment Management LLC, as Agent

                                              By: ____________________________________
                                              Name:
                                              Title:
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                RELIASTAR LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             The Bank of New York
                                              Free Receipt / Delivery Window
                                              Window A, 3rd Floor
                                              One Wall Street
                                              New York, NY  10288
                                              Re:      Account # 187035

                                              with a copy of the above transmittal to:
                                              ---------------------------------------

                                              ING Investment Management LLC
                                              5780 Powers Ferry Road, NW, Suite 300
                                              Atlanta, GA  30327-4349
                                              Attn:    Joyce Resnick
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     41-0451140
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                ING LIFE INSURANCE AND ANNUITY COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              ING LIFE INSURANCE AND ANNUITY COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RD-7; $15,000,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  The Bank of New York
                                              ABA # 021-000-018
                                              BNF:     IOC566
                                              Attn: P&I Department
                                              Ref:     ING Life Insurance and Annuity Company
                                              Acct. #: 216101 and 15131# AD 8

                                              Re:      (see "Accompanying Information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   4.96% Series D Senior Notes due October 18, 2012

                                              PPN:                       15131# AD 8

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       ING Investment Management LLC
                                              5780 Powers Ferry Road, NW, Suite 300
                                              Atlanta, GA 30327-4349
                                              Attn:    Securities Accounting

                                              Fax:     (770) 690-4899
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 ING Investment Management LLC
                                              100 Washington Avenue South, Suite 1635
                                              Minneapolis, MN  55401-2121
                                              Attn:    Chris Patton

                                              Tel:     (612) 342-7576
                                              Fax:     (612) 372-5368

                                              with a copy to:
                                              --------------

                                              ING Investment Management LLC
                                              5780 Powers Ferry Road, NW, Suite 300
                                              Atlanta, GA  30327-4349
                                              Attn:    Private Placements

                                              Fax:     (770) 690-4899
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            ING LIFE INSURANCE AND ANNUITY COMPANY
                                              By:  ING Investment Management LLC, as Agent

                                              By: ____________________________________
                                              Name:
                                              Title:
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                ING LIFE INSURANCE AND ANNUITY COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             The Bank of New York
                                              Free Receipt / Delivery Window
                                              Window A, 3rd Floor
                                              One Wall Street
                                              New York, NY  10288
                                              Re:      Account # 216101

                                              with a copy of the above transmittal to:
                                              ---------------------------------------

                                              ING Investment Management LLC
                                              5780 Powers Ferry Road, NW, Suite 300
                                              Atlanta, GA  30327-4349
                                              Attn:    Joyce Resnick
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     71-0294708
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                PACIFIC LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              MAC & CO.
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RD-8; $5,000,000
                                              RD-9; $5,000,000
                                              RD-10; $1,000,000
                                              RD-11; $1,000,000
                                              RD-12; $1,000,000
                                              RD-13; $1,000,000
                                              RD-14; $500,000
                                              RD-15; $500,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  Boston Safe Deposit and Trust Company
                                              ABA# 011-001-234
                                              BOS SAFE DEP
                                              DDA # 125261
                                              Attn: MBS Income CC: 1253
                                              A/C:     Pacific Life General Account
                                                       PLCF1810132

                                              Re:  (See "Accompanying information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   4.96% Series D Senior Notes due October 18, 2012

                                              PPN:                       15131# AD 8

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       Mellon Trust
                                              Three Mellon Bank Center
                                              Pittsburgh, PA 15259
                                              Attn:    Pacific Life Accounting Team
                                                       AIM # 153-3610

                                              Fax:     412-236-7529

                                              with a copy to:
                                              --------------

                                              Pacific Life Insurance Company
                                              700 Newport Center Drive
                                              Newport Beach, CA  92660-6397
                                              Attn:    Cash Team
                                                       Securities Administration

                                              Fax:     949-640-4013
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 Pacific Life Insurance Company
                                              700 Newport Center Drive
                                              Newport Beach, CA  92660-6397
                                              Attn:    Securities Department

                                              Fax:     949-219-5406
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                PACIFIC LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            PACIFIC LIFE INSURANCE COMPANY

                                              By: ________________________________
                                              Name:
                                              Title:

                                              By: ________________________________
                                              Name:
                                              Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             Mellon Securities Trust Company
                                              120 Broadway, 13th Floor
                                              New York, NY 10271
                                              Attn: Robert Ferraro
                                              A/C:     Pacific Life General Acct
                                                       PLCF1810132

                                              Tel:     212-374-1918
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     95-1079000
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                HARTFORD FIRE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              HARTFORD FIRE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RE-5; $6,000,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  Chase Manhattan Bank
                                              4 New York Plaza
                                              New York, NY 10004
                                              ABA # 021-000-021
                                              Chase NYC/Cust
                                              A/C # 900-9-000200 for further credit to G0244-FHO
                                              Attn:    Bond Interest/Principal - Cenex Harvest States Cooperatives]

                                              Re:  (See "Accompanying information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   5.60% Series E Senior Notes due October 18, 2017

                                              PPN:                       15131# AE 6

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       Hartford Investment Management Company
                                              c/o Portfolio Support
                                              P.O. Box 1744
                                              Hartford, CT 06144-1744

                                              Fax:     860-297-8875 / 8876
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 Hartford Investment Management Company
                                              c/o Investment Department - Private Placements
                                              P.O. Box 1744
                                              Hartford, CT 06144-1744

                                              Fax:     860-297-8884
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            HARTFORD FIRE INSURANCE COMPANY
                                              By:      Hartford Investment Services, Inc., its Agent and Attorney-in-Fact

                                              By______________________________
                                              Name:
                                              Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             Chase Manhattan Bank
                                              North America Insurance
                                              3 MetroTech Center, 5th Floor South
                                              Brooklyn, NY 11245
                                              Attn: Bettye Carrera

                                              CUSTODY ACCOUNT # G0244-FHO MUST APPEAR ON OUTSIDE OF ENVELOPE
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     06-0383750
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RD-16; $4,000,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  Chase Manhattan Bank
                                              4 New York Plaza
                                              New York, NY 10004
                                              ABA # 021-000-021
                                              Chase NYC/Cust
                                              A/C # 900-9-000200 for further credit to G06956-EBD
                                              Attn:    Bond Interest/Principal - Cenex Harvest States Cooperatives]

                                              Re:  (See "Accompanying information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   4.96% Series D Senior Notes due October 18, 2012

                                              PPN:                       15131# AD 8

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       Hartford Investment Management Company
                                              c/o Portfolio Support
                                              P.O. Box 1744
                                              Hartford, CT 06144-1744

                                              Fax:     860-297-8875 / 8876
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 Hartford Investment Management Company
                                              c/o Investment Department - Private Placements
                                              P.O. Box 1744
                                              Hartford, CT 06144-1744

                                              Fax:     860-297-8884
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
                                              By:      Hartford Investment Services, Inc., its Agent and Attorney-in-Fact

                                              By______________________________
                                              Name:
                                              Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             Chase Manhattan Bank
                                              North America Insurance
                                              3 MetroTech Center, 5th Floor South
                                              Brooklyn, NY 11245
                                              Attn: Bettye Carrera

                                              CUSTODY ACCOUNT # G06956-EBD MUST APPEAR ON OUTSIDE OF ENVELOPE
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     06-0838648
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RD-17; $3,000,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  Chase Manhattan Bank
                                              4 New York Plaza
                                              New York, NY 10004
                                              ABA # 021-000-021
                                              Chase NYC/Cust
                                              A/C # 900-9-000200 for further credit to G06586-ITT
                                              Attn:    Bond Interest/Principal - Cenex Harvest States Cooperatives]

                                              Re:  (See "Accompanying information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   4.96% Series D Senior Notes due October 18, 2012

                                              PPN:                       15131# AD 8

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       Hartford Investment Management Company
                                              c/o Portfolio Support
                                              P.O. Box 1744
                                              Hartford, CT 06144-1744

                                              Fax:     860-297-8875 / 8876
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 Hartford Investment Management Company
                                              c/o Investment Department - Private Placements
                                              P.O. Box 1744
                                              Hartford, CT 06144-1744

                                              Fax:     860-297-8884
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                              By:      Hartford Investment Services, Inc., its Agent and Attorney-in-Fact

                                              By______________________________
                                              Name:
                                              Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             Chase Manhattan Bank
                                              North America Insurance
                                              3 MetroTech Center, 6th Floor
                                              Brooklyn, NY 11245
                                              Attn: Bettye Carrera

                                              CUSTODY ACCOUNT # G06586-ITT MUST APPEAR ON OUTSIDE OF ENVELOPE
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     39-1052598
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RD-18; $2,900,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  Citibank, N.A.
                                              111 Wall Street
                                              New York, NY 10043
                                              ABA # 021-000-089
                                              For MassMutual Long-Term Pool
                                              Acct. # 4067-3488

                                              Re:  (See "Accompanying information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   4.96% Series D Senior Notes due October 18, 2012

                                              PPN:                       15131# AD 8

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       Massachusetts Mutual Life Insurance Company
                                              c/o David L. Babson & Company Inc.
                                              1500 Main Street, Suite 2800
                                              Springfield, MA  01115
                                              Attn:    Securities Custody and Collection Department

                                              With telephone advice of payment to:
                                              -----------------------------------

                                              David L. Babson & Company Inc.
                                              Securities Custody and Collection Department

                                              Tel:     413-226-1803 / 1889
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 Massachusetts Mutual Life Insurance Company
                                              c/o David L. Babson & Company Inc.
                                              1500 Main Street, Suite 2800
                                              Springfield, MA 01115
                                              Attn:    Securities Investment Division
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
                                              By:      David L. Babson & Company, Inc. as Investment Adviser

                                              By______________________________
                                              Name:
                                              Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             Massachusetts Mutual Life Insurance Company
                                              c/o David L. Babson & Company Inc.
                                              1500 Main Street, Suite 2800
                                              Springfield, MA 01115
                                              Attn: Frank Lucchesi
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     04-1590850
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RD-19; $2,000,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  JPMorgan Chase Bank
                                              4 Chase MetroTech Center
                                              New York, NY 10081 ABA #
                                              021-000-021 For MassMutual IFM
                                              Non-Traditional Acct. # 910-2509073

                                              Re:      (see "Accompanying Information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   4.96% Series D Senior Notes due October 18, 2012

                                              PPN:                       15131# AD 8

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       Massachusetts Mutual Life Insurance Company
                                              c/o David L. Babson & Company Inc.
                                              1500 Main Street, Suite 800
                                              Springfield, MA  01115
                                              Attn:    Securities Custody and Collection Department

                                              With telephonic advice of payment to:
                                              ------------------------------------

                                              David L. Babson & Company Inc.
                                              Securities Custody and Collection Department

                                              Tel:     413-226-1803 / 1839
--------------------------------------------- ---------------------------------------------------------------------------
Address for All other Notices                 Massachusetts Mutual Life Insurance Company
                                              c/o David L. Babson & Company Inc.
                                              1500 Main Street, Suite 2800
                                              Springfield, MA 01115
                                              Attn:    Securities Investment Division
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
                                              By:      David L. Babson & Company Inc. as Investment Adviser

                                              By:___________________________________
                                              Name:
                                              Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             Massachusetts Mutual Life Insurance Company
                                              c/o David L. Babson & Company Inc.
                                              1500 Main Street, Suite 2800
                                              Springfield, MA 01115
                                              Attn: Frank Lucchesi
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     04-1590850
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RD-20; $900,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  Citibank, N.A.
                                              111 Wall Street
                                              New York, NY 10043
                                              ABA # 021-000-089
                                              For MassMutual Spot Priced Contract
                                              Acct. # 3890-4953

                                              Re:      (see "Accompanying Information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   4.96% Series D Senior Notes due October 18, 2012

                                              PPN:                       15131# AD 8

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       Massachusetts Mutual Life Insurance Company
                                              c/o David L. Babson & Company Inc.
                                              1500 Main Street, Suite 800
                                              Springfield, MA  01115
                                              Attn:    Securities Custody and Collection Department

                                              With telephonic advice of payment to:
                                              ------------------------------------

                                              David L. Babson & Company Inc.
                                              Securities Custody and Collection Department

                                              Tel:     413-226-1807 / 1839
--------------------------------------------- ---------------------------------------------------------------------------
Address for All other Notices                 Massachusetts Mutual Life Insurance Company
                                              c/o David L. Babson & Company Inc.
                                              1500 Main Street, Suite 2800
                                              Springfield, MA 01115
                                              Attn:    Securities Investment Division
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
                                              By:      David L. Babson & Company Inc. as Investment Adviser

                                              By:___________________________________
                                              Name:
                                              Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             Massachusetts Mutual Life Insurance Company
                                              c/o David L. Babson & Company Inc.
                                              1500 Main Street, Suite 2800
                                              Springfield, MA 01115
                                              Attn: Frank Lucchesi
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     04-1590850
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RD-21; $500,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  Citibank, N.A.
                                              111 Wall Street
                                              New York, NY  10043
                                              ABA # 021-000-089
                                              For MassMutual Structured Settlement Fund
                                              Acct. # 4065-5423

                                              Re:      (see "Accompanying Information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   4.96% Series D Senior Notes due October 18, 2012

                                              PPN:                       15131# AD 8

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       Massachusetts Mutual Life Insurance Company
                                              c/o David L. Babson & Company Inc.
                                              1500 Main Street, Suite 800
                                              Springfield, MA  01115
                                              Attn:    Securities Custody and Collection Department

                                              With telephonic advice of payment to:
                                              ------------------------------------

                                              David L. Babson & Company Inc.
                                              Securities Custody and Collection Department

                                              Tel:     413-226-1807 / 1839
--------------------------------------------- ---------------------------------------------------------------------------
Address for All other Notices                 Massachusetts Mutual Life Insurance Company
                                              c/o David L. Babson & Company Inc.
                                              1500 Main Street, Suite 2800
                                              Springfield, MA 01115
                                              Attn:    Securities Investment Division
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
                                              By:      David L. Babson & Company Inc. as Investment Adviser

                                              By:___________________________________
                                              Name:
                                              Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             Massachusetts Mutual Life Insurance Company
                                              c/o David L. Babson & Company Inc.
                                              1500 Main Street, Suite 2800
                                              Springfield, MA 01115
                                              Attn: Frank Lucchesi
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     04-1590850
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                C.M. LIFE INSURANCE COMPANY C/O MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              C.M. LIFE INSURANCE COMPANY c/o MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RD-22; $1,700,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  Citibank, N.A.
                                              111 Wall Street
                                              New York, NY 10043
                                              ABA # 021-000-089
                                              For Segment 43 - Universal Life
                                              Acct. # 4068-6561

                                              Re:      (see "Accompanying Information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   4.96% Series D Senior Notes due October 18, 2012

                                              PPN:                       15131# AD 8

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       C.M. Life Insurance Company
                                              c/o David L. Babson & Company Inc.
                                              1500 Main Street, Suite 2800
                                              Springfield, MA 01115
                                              Attn:    Securities Custody and Collection Department - S431

                                              With telephonic advice of payment to:
                                              ------------------------------------

                                              David L. Babson & Company Inc.
                                              Securities Custody and Collection Department

                                              Tel:     413-226-1803 / 1839
--------------------------------------------- ---------------------------------------------------------------------------
Address for All other Notices                 C.M. Life Insurance Company
                                              c/o David L. Babson & Company Inc.
                                              1500 Main Street, Suite 2800
                                              Springfield, MA 01115
                                              Attn:    Securities Investment Division
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            C.M. LIFE INSURANCE COMPANY
                                              By:      David L. Babson & Company Inc. as Investment Sub-Adviser

                                              By:___________________________________
                                              Name:
                                              Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             Massachusetts Mutual Life Insurance Company
                                              c/o David L. Babson & Company Inc.
                                              1500 Main Street, Suite 2800
                                              Springfield, MA 01115
                                              Attn: Frank Lucchesi
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     06-1041383
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                UNITED OF OMAHA LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              UNITED OF OMAHA LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RD-23; $5,000,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  JPMorgan Chase Bank
                                              ABA # 021-000-021
                                              Attn:    Private Income Processing
                                              For credit to United of Omaha Life Insurance Company
                                              Acct. #: 900-9000200
                                              A/C:     G07097

                                              Re:  (See "Accompanying information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   4.96% Series D Senior Notes due October 18, 2012

                                              PPN:                       15131# AD 8

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       JPMorgan Chase Bank
                                              14201 Dallas Parkway, 13th Floor
                                              Dallas, TX  75254-2917
                                              Attn:    G. Ruiz
                                                       Income Processing

                                              Re:      A/C:  G07097
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 United of Omaha Life Insurance Company
                                              4 - Investment Loan Administration
                                              Mutual of Omaha Plaza
                                              Omaha, NE 68175-1011
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            UNITED OF OMAHA LIFE INSURANCE COMPANY

                                              By: ________________________________
                                              Name:
                                              Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             JPMorgan Chase Bank
                                              North America Insurance, 6th Floor
                                              3 Chase Metrotech Center
                                              Brooklyn, NY 11245
                                              Attn:    Patricia A. Radzicki
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     47-0322111
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                MODERN WOODMEN OF AMERICA
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              MODERN WOODMEN OF AMERICA
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RE-6; $5,000,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  The Northern Trust Company
                                              50 South LaSalle Street
                                              Chicago, IL 60675
                                              ABA # 071-000-152
                                              Acct. Name:  Modern Woodmen of America
                                              Acct. # 84352

                                              Re:      (see "Accompanying Information" below)
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   5.60% Series E Senior Notes due October 18, 2017

                                              PPN:                       15131# AE 6

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       Modern Woodmen of America
                                              1701 First Avenue
                                              Rock Island, IL 61201
                                              Attn:    Investment Accounting Department
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 Modern Woodmen of America
                                              1701 First Avenue
                                              Rock Island, IL 61201
                                              Attn:    Investment Department
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            MODERN WOODMEN OF AMERICA

                                              By______________________________
                                              Name:
                                              Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             Modern Woodmen of America
                                              1701 First Avenue
                                              Rock Island, IL 61201
                                              Attn:    Investment Department
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     36-1493430
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                AMERICAN REPUBLIC INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              WELLS FARGO BANK, N.A. AS CUSTODIAN FOR AMERICAN REPUBLIC INSURANCE
                                              COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RE-7; $2,000,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  Wells Fargo Bank, N.A.
                                              ABA # 091-000-019
                                              BNFA = 0000840245
                                              BNF = Trust Clearing Account
                                              FFC Attn:  Income Collections, Acct. # 20983400
                                              For further credit to American Republic Insurance Co.
                                              Acct. # 20983400

                                              Re:      see "Accompanying Information" below
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   5.60% Series E Senior Notes due October 18, 2017

                                              PPN:                       15131# AE 6

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       American Republic Insurance Company
                                              c/o Advantus Capital Management, Inc.
                                              400 Robert Street North
                                              St. Paul, MN  55101
                                              Attn:    Client Administrator
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 American Republic Insurance Company
                                              c/o Advantus Capital Management, Inc.
                                              400 Robert Street North
                                              St. Paul, MN  55101
                                              Attn:    Client Administrator
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            AMERICAN REPUBLIC INSURANCE COMPANY
                                              By:      Advantus Capital Management, Inc.

                                              By: ________________________
                                              Name:
                                              Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             Well Fargo Bank, N.A.
                                              MAC N9306-050
                                              733 Marquette Avenue, 5th Floor
                                              Minneapolis, MN 55479
                                               Attn: Brandi Pickel
                                                     Investors Building
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     42-0113630
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                GREAT WESTERN INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              MERRILL LYNCH FOR GREAT WESTERN INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RE-8; $1,000,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  Deutsche Bank Trust Company Americas
                                              ABA # 021-001-033
                                              For credit to Merrill Lynch Pierce Fenner & Smith Inc.
                                              Acct. #:          00810935
                                              Reference Acct. #:70G-13700
                                              Reference Name:   Great Western Insurance Company
                                              Contact:          Dan Andriano
                                                                201-557-4208

                                              Re:      see "Accompanying Information" below
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   5.60% Series E Senior Notes due October 18, 2017

                                              PPN:                       15131# AE 6

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       Great Western Insurance Company
                                              c/o Advantus Capital Management, Inc.
                                              400 Robert Street North
                                              St. Paul, MN  55101
                                              Attn: Christine Rule
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 Great Western Insurance Company
                                              c/o Advantus Capital Management, Inc.
                                              400 Robert Street North
                                              St. Paul, MN  55101
                                              Attn: Christine Rule
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            GREAT WESTERN INSURANCE COMPANY
                                              By:      Advantus Capital Management, Inc.

                                              By: ________________________
                                              Name:
                                              Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             New York Window / DTCC
                                              55 Water Street
                                              New York, NY 10041
                                              Attn: Butch Puazo
                                              Acct. #: 70G-13700
                                                       Great Western Insurance Company

                                              Tel:     201-855-2465
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     87-0395954
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                NATIONAL FARM LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              NATIONAL FARM LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RE-9; $500,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  Chase Bank of Texas
                                              Fort Worth, TX  76102
                                              ABA # 113-000-609
                                              For credit to National Farm Life Insurance Company
                                              Acct. # 07303034907

                                              Re:      see "Accompanying Information" below
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   5.60% Series E Senior Notes due October 18, 2017

                                              PPN:                       15131# AE 6

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       National Farm Life Insurance Company
                                              c/o Advantus Capital Management, Inc.
                                              400 Robert Street North
                                              St. Paul, MN  55101
                                              Attn:    Client Administrator
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 National Farm Life Insurance Company
                                              c/o Advantus Capital Management, Inc.
                                              400 Robert Street North
                                              St. Paul, MN  55101
                                              Attn:    Client Administrator
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            NATIONAL FARM LIFE INSURANCE COMPANY
                                              By:      Advantus Capital Management, Inc.

                                              By: ________________________
                                              Name:
                                              Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             National Farm Life Insurance Company
                                              6001 Bridge Street
                                              Fort Worth, TX 76112-2619
                                              Attn:    J. D. Davis, Jr.
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     75-0708826
============================================= ===========================================================================

============================================= ===========================================================================
PURCHASER NAME                                PROTECTED HOME MUTUAL LIFE INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Name in Which Note is Registered              WELLS FARGO BANK, N.A. AS CUSTODIAN FOR PROTECTED HOME MUTUAL LIFE
                                              INSURANCE COMPANY
--------------------------------------------- ---------------------------------------------------------------------------
Note Registration Number; Principal Amount    RE-10; $500,000
--------------------------------------------- ---------------------------------------------------------------------------
Payment on Account of Note

         Method                               Federal Funds Wire Transfer

         Account Information                  Wells Fargo Bank, N.A.
                                              ABA # 091-000-019 BNFA = 0840245
                                              BNF = Norwest Trust Clearing Mpls
                                              OBI = FFC to Norwest Client Acct. # 13371700
                                              Norwest Client Acct. Name: Protected Home Mutual Life Insurance Company

                                              Re:      see "Accompanying Information" below
--------------------------------------------- ---------------------------------------------------------------------------
Accompanying Information                      Name of Issuer:            CENEX HARVEST STATES COOPERATIVES

                                              Description of Security:   5.60% Series E Senior Notes due October 18, 2017

                                              PPN:                       15131# AE 6

                                              Due date and application (as among principal, premium and interest) of the
                                              payment being made.
--------------------------------------------- ---------------------------------------------------------------------------
Address for Notices Related to Payments       Protected Home Mutual Life Insurance Company
                                              c/o Advantus Capital Management, Inc.
                                              400 Robert Street North
                                              St. Paul, MN  55101
                                              Attn:    Client Administrator
--------------------------------------------- ---------------------------------------------------------------------------
Address for All Other Notices                 Protected Home Mutual Life Insurance Company
                                              c/o Advantus Capital Management, Inc.
                                              400 Robert Street North
                                              St. Paul, MN  55101
                                              Attn:    Client Administrator
--------------------------------------------- ---------------------------------------------------------------------------
Other Instructions                            PROTECTED HOME MUTUAL LIFE INSURANCE COMPANY
                                              By:      Advantus Capital Management, Inc.

                                              By: ________________________
                                              Name:
                                              Title:
--------------------------------------------- ---------------------------------------------------------------------------
Instructions re Delivery of Notes             Well Fargo Bank, N.A.
                                              733 Marquette Avenue, Lower Level 1
                                              Minneapolis, MN 55479-0051
                                              Attn: Chuck Scholl
                                                    Security Control and Transfer

                                              Tel:  612-316-1916
--------------------------------------------- ---------------------------------------------------------------------------
Tax Identification Number                     25-0740310
============================================= ===========================================================================

Schedule A-35

SCHEDULE B

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

"ADJUSTED CONSOLIDATED FUNDED DEBT" means Consolidated Funded Debt, plus the net present value of operating leases of the Company and its Subsidiaries as discounted by a rate of 10% per annum.

"AFFILIATE" means, at any time, and with respect to any Person, (a) any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and (b) any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Company or any Subsidiary or any corporation of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests. As used in this definition, "CONTROL" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of Voting Interests, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an "Affiliate" is a reference to an Affiliate of the Company.

"AGREEMENT, THIS" is defined in Section 17.3.

"BUSINESS DAY" means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed.

"CAPITAL LEASE" means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

"CAPITALIZED LEASE OBLIGATION" means with respect to any Person and a Capital Lease, the amount of the obligation of such Person as the lessee under such Capital Lease (net of interest expenses) which would, in accordance with GAAP, appear as a liability on a balance sheet of such Person.

"CHANGE IN CONTROL" means any Person or Persons acting in concert, together with the Affiliates thereof, directly or indirectly controlling or owning (beneficially or otherwise) in the aggregate more than 50% of the aggregate voting power of the issued and outstanding Voting Interests of the Company.

"CLOSING" is defined in Section 3.

"COBANK" means Co-Bank, ACB, a United States Agricultural Credit Bank.

Schedule B-1

"CODE" means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

"COMPANY" is defined in the introductory paragraph hereof.

"CONFIDENTIAL INFORMATION" is defined in Section 20.

"CONSOLIDATED CASH FLOW" means for any period shall mean the sum of (a) earnings before income taxes of the Company and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, PLUS (b) the amounts that have been deducted in the determination of such earnings before income taxes for such period for (i) interest expense for such period, (ii) depreciation for such period, (iii) amortization for such period and (iv) extraordinary non-cash losses for such period, MINUS (c) the amounts that have been included in the determination of such earnings before income taxes for such period for (i) one-time gains, (ii) extraordinary income, (iii) non-cash patronage income, and (iv) non-cash equity earnings in joint ventures.

"CONSOLIDATED FUNDED DEBT" means as of any date of determination, the total of all Funded Debt of the Company and its Subsidiaries outstanding on such date, after eliminating all offsetting debits and credits between the Company and its Subsidiaries and all other items required to be eliminated in course of the preparation of consolidated financial statements of the Company and its Subsidiaries in accordance with GAAP.

"CONSOLIDATED MEMBERS' AND PATRONS' EQUITY" means, with respect to the Company and its Subsidiaries, the amount of equity accounts, PLUS (or minus in the case of a deficit) the amount of surplus and retained earnings accounts of the Company and its Subsidiaries, PLUS (or minus in the case of a deficit) the minority interests in Subsidiaries; PROVIDED that the total amount of intangible assets of the Company and its Subsidiaries (including, without limitation, unamortized debt discount and expense, deferred charges and goodwill) included therein shall not exceed $30,000,000 (and to the extent such intangible assets exceed $30,000,000, they will not be included in the calculation of Consolidated Members' and Patrons' Equity); all as determined on a consolidated basis in accordance with GAAP consistently applied.

"CONSOLIDATED NET WORTH" means as of any date, members' equity of the Company and its Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP.

"CONSOLIDATED TOTAL ASSETS" means at any time, the total assets of the Company and its Subsidiaries that would be shown on a consolidated balance sheet of the Company and its Subsidiaries at such time prepared in accordance with GAAP.

"DEBT" means with respect to any Person

(a) all obligations of such Person for borrowed money (including all obligations for borrowed money secured by any Lien with respect to any property owned by such Person whether or not such Person has assumed or otherwise become liable for such obligations),

Schedule B-2

(b) all obligations of such Person for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to such property),

(c) all Capitalized Lease Obligations of such Person and

(d) all Guaranties of such Person with respect to liabilities of the type described in clause (a), (b) or (c) of any other Person,

PROVIDED that (i) Debt of a Subsidiary of the Company shall exclude such obligations and Guaranties of such Subsidiary if owed or guaranteed by a Subsidiary to the Company or a Wholly-Owned Subsidiary of the Company, (ii) Debt of the Company shall exclude such obligations and Guaranties if owed or guaranteed by the Company to a Wholly-Owned Subsidiary of the Company and (iii) Debt of the Company shall exclude any unfunded obligations which may exist now and in the future in the Company's pension plans.

"DEBT PREPAYMENT APPLICATION" is defined in Section 10.7(c).

"DEFAULT" means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

"DEFAULT RATE" means that rate of interest that is the greater of (a) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes or (b) 2% over the rate of interest publicly announced by The Bank of New York in New York, New York as its "base" or "prime" rate.

"DESIGNATED PORTION" is defined in Section 10.7(b).

"DISPOSITION VALUE" is defined in Section 10.7(c).

"DISTRIBUTION" means, in respect of any corporation, association or other business entity:

(a) dividends or other distributions or payments on capital stock or other equity interests of such corporation, association or other business entity (except distributions in such stock or other equity interest); and

(b) the redemption or acquisition of such stock or other equity interests or of warrants, rights or other options to purchase such stock or other equity interests (except when solely in exchange for such stock or other equity interests) unless made, contemporaneously, from the net proceeds of a sale of such stock or other equity interests.

"ENVIRONMENTAL LAWS" means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the

Schedule B-3

environment or the release of any materials into the environment, including but not limited to those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

"ERISA AFFILIATE" means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.

"EVENT OF DEFAULT" is defined in Section 11.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"EXCLUDED TRANSFERS" is defined in Section 10.7(a).

"FAIR MARKET VALUE" means, at any time and with respect to any property, the sale value of such property that would be realized in an arm's-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell, respectively).

"FINANCING DOCUMENTS" means, collectively, this Agreement, the Other Agreements and the Notes.

"FUNDED DEBT" means with respect to any Person, all Debt which would, in accordance with GAAP, be required to be classified as a long term liability on the books of such Person, and shall include, without limitation (i) any Debt which by its terms or by the terms of any instrument or agreement relating thereto matures, or which is otherwise payable or unpaid, more than one year from the date of creation thereof, (ii) any Debt outstanding under a revolving credit or similar agreement providing for borrowings (and renewals and extensions thereof) which would, in accordance with GAAP, be required to be classified as a long term liability of such Person, (iii) any Capitalized Lease Obligation of such Person, and (iv) any Guaranty of such Person with respect to Funded Debt of another Person. Notwithstanding anything to the contrary contained herein, any Debt outstanding under a revolving credit or similar agreement providing for borrowings where no amount of such Debt is outstanding for a period of 30 consecutive days during each 12 month period (and which has not been refinanced with other Debt which does not constitute Funded Debt) will not be deemed to constitute Funded Debt.

"GAAP" means generally accepted accounting principles as in effect from time to time in the United States of America.

"GOVERNMENTAL AUTHORITY" means

(a) the government of

(i) the United States of America or any State or other political subdivision thereof, or

Schedule B-4

(ii) any jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

"GUARANTY" means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any Debt, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

(a) to purchase such Debt or obligation or any property constituting security therefor;

(b) to advance or supply funds (i) for the purchase or payment of such Debt or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such Debt or obligation;

(c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such Debt or obligation of the ability of any other Person to make payment of the Debt or obligation; or

(d) otherwise to assure the owner of such Debt or obligation against loss in respect thereof.

In any computation of the Debt or other liabilities of the obligor under any Guaranty, the Debt or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.

"HAZARDOUS MATERIAL" means any and all pollutants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or shall be restricted, prohibited or penalized by any applicable law (including, without limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls).

"HOLDER" means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1.

"HOSTILE TENDER OFFER" means , with respect to the use of proceeds of any Note, any offer to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the beneficial

Schedule B-5

ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity interests, securities or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market, other than purchases of such shares, equity interests, securities or rights representing less than 5% of the equity interests or beneficial ownership of such corporation or other entity for portfolio investment purposes, and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing body of such other entity prior to the date of the Closing.

"INHAM EXEMPTION" is defined in Section 6.2(e).

"INSTITUTIONAL INVESTOR" means (a) any original purchaser of a Note,
(b) any holder of a Note holding more than 5% of the aggregate principal amount of the Notes then outstanding, and (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form.

"LIEN" means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).

"MAKE-WHOLE AMOUNT" is defined in Section 8.7.

"MATERIAL" means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Company and its Subsidiaries taken as a whole.

"MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company to perform its obligations under the Financing Documents, or (c) the validity or enforceability of any of the Financing Documents.

"MEMORANDUM" is defined in Section 5.3.

"MULTIEMPLOYER PLAN" means any Plan that is a "multiemployer plan" (as such term is defined in section 4001(a)(3) of ERISA).

"NAIC ANNUAL STATEMENT" is defined in Section 6.2(a).

"NCRA" means National Cooperative Refinery Association, a Kansas cooperative association.

"NET PROCEEDS AMOUNT" is defined in Section 10.7(c).

"NOTES" is defined in Section 1.

Schedule B-6

"OFFICER'S CERTIFICATE" means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

"ORDINARY COURSE TRANSFER" is defined in Section 10.7(a).

"OTHER AGREEMENTS" is defined in Section 2.

"OTHER PURCHASERS" is defined in Section 2.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

"PERSON" means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

"PLAN" means an "employee benefit plan" (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

"PRIMARY BANK FACILITY" means an agreement, guaranty or other instrument (or agreements, guaranties or other instruments to the extent such agreements, guaranties or other instruments were entered into in concert in one or a series of transactions)): (i) entered into by the Company in connection with the provision of recourse credit in the form of revolving loans, term loans, letters of credit or other extensions of credit commonly provided under syndicated bank credit agreements to the Company or any of its Subsidiaries and
(ii) under which the aggregate amount of credit extended (whether in the form of loans or commitments) to the Company or for which the Company is obligated as a guarantor or otherwise is $150,000,000 or more.

"PRIORITY DEBT" means, at any time, without duplication, the sum of

(a) all then outstanding Debt of the Company or any Subsidiary secured by any Lien on any property of the Company or any Subsidiary
(other than Debt secured only by Liens permitted under paragraphs (a) through (h) of Section 10.6), PLUS

(b) all Funded Debt of Subsidiaries of the Company.

"PROPERTY" or "PROPERTIES" means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

"PROPOSED PREPAYMENT DATE" is defined in Section 8.2.

"PTE" is defined in Section 6.2(a).

Schedule B-7

"QPAM EXEMPTION" means Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor.

"QUALIFIED INSTITUTIONAL BUYER" means any Person who is a "qualified institutional buyer" within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

"RATABLE PORTION" is defined in Section 10.7(c).

"REINVESTED TRANSFER" is defined in Section 10.7(b).

"REQUIRED HOLDERS" means, at any time, the holders of a majority in aggregate principal amount of the Notes (without regard to Series) at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

"RESPONSIBLE OFFICER" means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

"SECURITIES ACT" means the Securities Act of 1933, as amended from time to time.

"SENIOR DEBT" means the Notes and any Debt of the Company or its Subsidiaries that by its terms is not in any manner subordinated in right of payment to any other unsecured Debt of the Company or any Subsidiary.

"SENIOR FINANCIAL OFFICER" means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company.

"SERIES" is defined in Section 1.

"SERIES D NOTES" is defined in Section 1.

"SERIES E NOTES" is defined in Section 1.

"SERIES D REQUIRED PRINCIPAL PAYMENT" is defined in Section 8.2(a).

"SERIES E REQUIRED PRINCIPAL PAYMENT" is defined in Section 8.2(a).

"SOURCE" is defined in Section 6.2.

"SUBSIDIARY" shall mean, with respect to any Person, any other Person greater than 50% of the total combined voting power of all classes of Voting Interests of which shall, at the time as of which any determination is being made, be owned by such first Person either directly or through other Subsidiaries of such first Person.

"SUBSTANTIAL PORTION" is defined in Section 10.7(c).

"SURVIVING CORPORATION" is defined in Section 10.2(b).

Schedule B-8

"TRANSFER" is defined in Section 10.7(c)(iv).

"VOTING INTERESTS" shall mean (a) with respect to any stock corporation, any shares of stock of such corporation whose holders are entitled under ordinary circumstances to vote for the election of directors of such corporation or persons performing similar functions (irrespective of whether at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency), and (b) with respect to the Company or any other entity, membership or other ownership interests in the Company or such other entity whose holders are entitled under ordinary circumstances to vote for the election of the directors of the Company or such other entity or persons performing similar functions (irrespective of whether at the time membership or other ownership interests of any other class or classes shall have or might have voting power by reasoning of the happening of any contingency).

"USA PATRIOT ACT" means United States Public Law 107-56, United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001.

"WHOLLY-OWNED SUBSIDIARY" means, at any time, any Subsidiary one hundred percent (100%) of all of the equity interests (except directors' qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company's other Wholly-Owned Subsidiaries at such time.

Schedule B-9

SCHEDULE 4.9

CHANGES IN CORPORATE STRUCTURE

None.

Schedule 4.9-1

SCHEDULE 5.3

DISCLOSURE MATERIALS

None.

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

ACTIVE/                                                                                                                   FISCAL
INACTIVE   CORPORATION                       ADDRESS                 TYPE   BUSINESS                 OWNERSHIP BY        YEAR END
===================================================================================================================================
    A      Ag States Agency of Montana, Inc. 5500 Cenex Drive         SUB   Insurance Agency         100% by CHSC          31-Dec
                                             PO Box 64089
                                             St. Paul, MN  55164
-----------------------------------------------------------------------------------------------------------------------------------
    A      Ag States Agency, LLC             5500 Cenex Drive         JV    Independent Insurance    80% by CHSC; 20%      31-May
                                             PO Box 64089                   Agency                   by Cooperative
                                             St. Paul, MN  55164                                     Service Agency
-----------------------------------------------------------------------------------------------------------------------------------
    A      AgXML, LLC                        666 Grand Avenue,        LLC   Organized for the        CHS - 1,200
                                             Suite 2000                     purpose of achieving     Membership Units
                                             Des Moines, IA                 efficiencies by
                                             50309-2510                     establishing standards
                                                                            for grain & oilseed
                                                                            industries in
                                                                            electronic commerce
-----------------------------------------------------------------------------------------------------------------------------------
    A      Bec-Lin of Perham, Inc.           800 Fourth Street NW     SUB   Tortilla & Lefse         100% CHSC             31-Oct
                                             Perham, MN  56573              business                 (Acquired 6/1/00)
-----------------------------------------------------------------------------------------------------------------------------------
    A      CENEX Ag, Inc.                    5500 Cenex Drive         Sub   Sale of feed and seed    100% CENEX Inc.       31-Aug
           (formerly FUCEI-E, Inc.)          PO Box 64089                   products.
                                             St. Paul, MN  55164
-----------------------------------------------------------------------------------------------------------------------------------
    A      CENEX Canada Inc.                 5500 Cenex Drive         Sub   Petroleum; does no       100% CENEX Inc.
                                             PO Box 64089                   business
                                             St. Paul, MN  55164
-----------------------------------------------------------------------------------------------------------------------------------
    A      Cenex Harvest States Cooperatives 5500 Cenex Drive        Self   Combined Corporation     100% CHS
                                             PO Box 64089                   (Cenex and HSC)
                                             St. Paul, MN  55164
-----------------------------------------------------------------------------------------------------------------------------------
    A      Cenex Petroleum, Inc.             5500 Cenex Drive         Sub   Retail sales and         CENEX - 100%
                                             PO Box 64089                   distribution of
                                             St. Paul, MN  55164            petroleum and other
                                                                            related products.
-----------------------------------------------------------------------------------------------------------------------------------
    A      CENEX Pipeline LLC                5500 Cenex Drive         LLC   Operating Subsidiary     100% Cenex, Inc.
                                             PO Box 64089                   for pipeline operations
                                             St. Paul, MN  55164
===================================================================================================================================

[WIDE TABLE CONTINUED FROM ABOVE

========================================================================================
                                              JURISDICTION       DATE
ACTIVE/                                           OF              OF
INACTIVE   CORPORATION                       INCORPORATION   INCORPORATION   FEDERAL ID
========================================================================================
    A      Ag States Agency of Montana, Inc.    Montana       10/11/1977     81-0372838


----------------------------------------------------------------------------------------
    A      Ag States Agency, LLC               Minnesota      12/27/1994     41-1795536


----------------------------------------------------------------------------------------
    A      AgXML, LLC                             Iowa        Pending






----------------------------------------------------------------------------------------
    A      Bec-Lin of Perham, Inc.             Minnesota      2/20/1996      41-1831251

----------------------------------------------------------------------------------------
    A      CENEX Ag, Inc.                       Delaware      10/23/1974     41-1248837
           (formerly FUCEI-E, Inc.)

----------------------------------------------------------------------------------------
    A      CENEX Canada Inc.                    Alberta,      6/12/1987      Canadian
                                                 Canada                    8874 8884

----------------------------------------------------------------------------------------
    A      Cenex Harvest States Cooperatives   Minnesota      7/15/1936      41-0251095


----------------------------------------------------------------------------------------
    A      Cenex Petroleum, Inc.               Minnesota      7/11/1996      41-1847046



----------------------------------------------------------------------------------------
    A      CENEX Pipeline LLC                  Minnesota      5/4/1998


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

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

ACTIVE/                                                                                                                   FISCAL
INACTIVE   CORPORATION                       ADDRESS                 TYPE   BUSINESS                 OWNERSHIP BY        YEAR END
===================================================================================================================================
    A      Cenex-Swiss Valley Energy LLC     5500 Cenex Drive         LLC   Farm Marketing and       40% Swiss Valley      31-Aug
                                             PO Box 64089                   Supply                   Farms Dubuque, IA,
                                             St. Paul, MN  55164                                     60% CHS
-----------------------------------------------------------------------------------------------------------------------------------
    A      Central Montana Propane, LLC      Highway 191 North,       SUB   Owning and operating a   CHSC 53.38% and       31-Aug
                                             Box 22                         propane wholesale and    Moore Farmers Oil
                                             Lewistown, MT                  resale operatintion      Company 46.62%
                                             59457
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS Aggressive Growth Fund, Inc.  11 East Chase Street    Corp   Investment Company       100% CHS              31-Aug
                                             Baltimore, MD 21202
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS Conservative Growth Fund,     11 East Chase Street    Corp   Investment Company       100% CHS              31-Aug
           Inc.                              Baltimore, MD  21202
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS Fixed Income Fund, Inc.       11 East Chase Street    Corp   Investment Company       100% CHS              31-Aug
                                             Baltimore, MD 21202
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS Holdings, Inc.                5500 Cenex Drive         SUB   Holding Company for      100% CHS              31-Aug
                                             PO Box 64089                   membership interests in
                                             St. Paul, MN  55164            the new LLC formed re:
                                                                            Terra
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS Moderate Growth Fund, Inc.    11 East Chase Street    Corp   Investment Company       100% CHS              31-Aug
                                             Baltimore, MD 21202
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Agri Valley                   1550 South 48th          SUB   organized for the        100% CHS              31-Aug
                                             Street, Suite 200              purpose of carrying on
                                             Grand Forks, ND  58201         a grain elevator and
                                                                            warehouse business
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Chinook                       135 First Street         SUB   Carrying on a farm       100% CHS              31-Aug
                                             Chinook, MT 59523-0339         supply business
                                                                            engaging in the
                                                                            purchase, sale and
                                                                            handling of
                                                                            agricultural
                                                                            products and
                                                                            agricultural
                                                                            supplies, energy
                                                                            products and
                                                                            machinery.
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Connell, Inc.                 433 North Columbia       SUB   Transaction of any and   100% CHS              31-Aug
                                             Avenue                         all lawful business for
                                             Connell, WA 99326              which associations may
                                                                            be incorporated.
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Crookston                     1111 So. Main            SUB   organized for the        100% CHS              31-Aug
                                             Crookston, MN 56716            purpose of carrying on
                                                                            a grain elevator and
                                                                            warehouse business
===================================================================================================================================

[WIDE TABLE CONTINUED FROM ABOVE]

========================================================================================
                                              JURISDICTION       DATE
ACTIVE/                                           OF              OF
INACTIVE   CORPORATION                       INCORPORATION   INCORPORATION   FEDERAL ID
========================================================================================
    A      Cenex-Swiss Valley Energy LLC       Minnesota      Jul-98         42-1475728


----------------------------------------------------------------------------------------
    A      Central Montana Propane, LLC        Montana        9/16/1997      81-0513866



----------------------------------------------------------------------------------------
    A      CHS Aggressive Growth Fund, Inc.    Maryland       5/1/2001       52-2316147
----------------------------------------------------------------------------------------
    A      CHS Conservative Growth Fund,       Maryland       5/1/2001       52-2316152
           Inc.
----------------------------------------------------------------------------------------
    A      CHS Fixed Income Fund, Inc.         Maryland       6/13/2001      41-2008912
----------------------------------------------------------------------------------------
    A      CHS Holdings, Inc.                  Minnesota      4/20/1999      41-1947300



----------------------------------------------------------------------------------------
    A      CHS Moderate Growth Fund, Inc.      Maryland       5/1/2001       52-2316156
----------------------------------------------------------------------------------------
    A      CHS-Agri Valley                     North Dakota   4/1/1999       91-1978844



----------------------------------------------------------------------------------------
    A      CHS-Chinook                         Montana        2/11/2002      73-1630482










----------------------------------------------------------------------------------------
    A      CHS-Connell, Inc.                   Washington     5/21/2001      36-4454350



----------------------------------------------------------------------------------------
    A      CHS-Crookston                       Minnesota      8/19/1999      41-1950417



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

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

ACTIVE/                                                                                                                   FISCAL
INACTIVE   CORPORATION                       ADDRESS                 TYPE   BUSINESS                 OWNERSHIP BY        YEAR END
===================================================================================================================================
    A      CHS-Devils Lake                   10th Street and First    SUB   organized for the        100% CHS              31-Aug
                                             Avenue                         purpose of carrying on
                                             Devils Lake, ND  58301         a grain elevator and
                                                                            warehouse business
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Edgeley                       602 - 2nd Street         SUB   organized for the        100% CHS              31-Aug
                                             Edgeley, ND 58433              purpose of carrying on
                                                                            a grain elevator and
                                                                            warehouse business
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Garrison                      2100 Railroad Street     SUB   organized for the        100% CHS              31-Aug
                                             Garrison, ND 58540             purpose of carrying on
                                                                            a grain elevator and
                                                                            warehouse business
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Glasgow                       225 Railroad Alley       SUB   organized for the        100% CHS              31-Aug
                                             Glasgow, MT 59230              purpose of carrying on
                                                                            a grain elevator and
                                                                            warehouse business
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Grangeville, Inc.             1001 North A             SUB   The transaction of any   100% CHS              31-Aug
                                             P.O. Box 70                    and all lawful business
                                             Grangeville, ID                of which corporations
                                             83530-0070                     may be incorporated
                                                                            under the Idaho
                                                                            Business Corporations
                                                                            Act
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Highmore                       123 First Street        SUB   organized for the        100% CHS              31-Aug
                                             Highmore, SD 57345             purpose of carrying on
                                                                            a grain elevator and
                                                                            warehouse business
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Jasper                        401 South Railroad       SUB   carrying on a grain      100% CHS              31-Aug
                                             Avenue                         elevator and warehouse
                                             Jasper, MN 56144.              business
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Kalispell                     150 First Avenue W. N.   SUB   Owns and leases to CHSC  100% CHS              31-Aug
                                             Kalispell, MT  59901           grain elevator and
                                                                            agricultural and
                                                                            agronomy businesses
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Kindred                       41 Fifth Avenue South    SUB   Owns and leased to CHSC  100% CHS              31-Aug
                                             Kindred, ND 58051              grain elevator and
                                                                            warehouse businesses
===================================================================================================================================

[WIDE TABLE CONTINUED FROM ABOVE]

========================================================================================
                                              JURISDICTION       DATE
ACTIVE/                                           OF              OF
INACTIVE   CORPORATION                       INCORPORATION   INCORPORATION   FEDERAL ID
========================================================================================
    A      CHS-Devils Lake                    North Dakota    6/17/1999      45-0454323



----------------------------------------------------------------------------------------
    A      CHS-Edgeley                        North Dakota    5/26/2000      45-0457956



----------------------------------------------------------------------------------------
    A      CHS-Garrison                       North Dakota    5/9/2001       41-2011668



----------------------------------------------------------------------------------------
    A      CHS-Glasgow                          Montana       6/12/2000      81-0535014



----------------------------------------------------------------------------------------
    A      CHS-Grangeville, Inc.                 Idaho        2/23/2001      36-4456100






----------------------------------------------------------------------------------------
    A      CHS-Highmore                       South Dakota    6/20/2000      46-0457674



----------------------------------------------------------------------------------------
    A      CHS-Jasper                         South Dakota    3/8/2000       91-2064383


----------------------------------------------------------------------------------------
    A      CHS-Kalispell                        Montana       11/18/1998     81-0523061



----------------------------------------------------------------------------------------
    A      CHS-Kindred                        North Dakota    11/20/2001     41-2023309


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

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

ACTIVE/                                                                                                                   FISCAL
INACTIVE   CORPORATION                       ADDRESS                 TYPE   BUSINESS                 OWNERSHIP BY        YEAR END
===================================================================================================================================
    A      CHS-Lewistown                     190 HC 191 North,        SUB   Owns and leases to CHSC  100% CHS              31-Aug
                                             Lewistown, MT 59457            grain elevator and
                                                                            warehouse businesses
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Madison                       202 South 6th Avenue     SUB   Owns and leases to CHSC  100% CHS              31-Aug
                                             Madison, MN  56557             grain elevator and
                                                                            agricultural and
                                                                            agronomy businesses
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Philip                        300 East Cherry          SUB   Owns and leases to CHSC  100% CHS              31-Aug
                                             Street Philip, SD              grain elevator and
                                             57567-0400                     agricultural and
                                                                            agronomy businesses
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Richey                        17 Railroad Avenue       SUB   For the purpose of       100% CHS              31-Aug
                                             Richey, MT  59259              carrying on a grain
                                                                            elevator and warehouse
                                                                            business
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Salol/Roseau                  232 2nd Avenue SE        SUB   Owns and leases to CHSC  100% CHS              31-Aug
                                             Roseau, MN  56751              grain elevator and
                                                                            agricultural and
                                                                            agronomy businesses
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Sioux Falls                   3900 North Cliff Ave.    SUB   Farm Supply business,    100% CHS              31-Aug
                                             Sioux Falls, SD 57118          as a cooperative,
                                                                            engaging in any
                                                                            activity or service
                                                                            in connection with
                                                                            the purchase, sale and
                                                                            handling of energy
                                                                            products.
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Stevensville                  115 Main Street          SUB   Owns and leases to CHSC  100% CHS              31-Aug
                                             Stevensville, MT               grain elevator and
                                             59870                          agricultural and
                                                                            agronomy businesses
-----------------------------------------------------------------------------------------------------------------------------------
    A      CHS-Tracy/Garvin                  301 South Street         SUB   Owns and leases to CHSC  100% CHS              31-Aug
                                             Tracy, MN  56175               grain elevator and
                                                                            agricultural and
                                                                            agronomy businesses
-----------------------------------------------------------------------------------------------------------------------------------
    A      Circle Land Management, Inc.                                     Land Mgt. for property   FUCE 100%
                                                                            around Laurel MT
                                                                            refinery
===================================================================================================================================

[WIDE TABLE CONTINUED FROM ABOVE]

========================================================================================
                                              JURISDICTION       DATE
ACTIVE/                                           OF              OF
INACTIVE   CORPORATION                       INCORPORATION   INCORPORATION   FEDERAL ID
========================================================================================
    A      CHS-Lewistown                        Montana       2/8/2001       36-4430427


----------------------------------------------------------------------------------------
    A      CHS-Madison                         Minnesota      9/14/1998      41-1928427



----------------------------------------------------------------------------------------
    A      CHS-Philip                         South Dakota    9/11/2000      41-1985526



----------------------------------------------------------------------------------------
    A      CHS-Richey                           Montana       11/24/1999     81-0530416



----------------------------------------------------------------------------------------
    A      CHS-Salol/Roseau                    Minnesota      7/6/1998       41-1928391



----------------------------------------------------------------------------------------
    A      CHS-Sioux Falls                    South Dakota    11/29/2000     41-1991671







----------------------------------------------------------------------------------------
    A      CHS-Stevensville                     Montana       11/18/1998     91-1947297



----------------------------------------------------------------------------------------
    A      CHS-Tracy/Garvin                    Minnesota      8/20/1998      41-1928293



----------------------------------------------------------------------------------------
    A      Circle Land Management, Inc.        Minnesota      5/5/1993       41-1750051


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

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

ACTIVE/                                                                                                                   FISCAL
INACTIVE   CORPORATION                       ADDRESS                 TYPE   BUSINESS                 OWNERSHIP BY        YEAR END
===================================================================================================================================
    A      CoGrain                           560 W. Grain Terminal                                   Ritzville
                                             Rd.                                                     Warehouse Company
                                             Pasco, WA 99301                                         7.273%; CHS 54.5%;
                                                                                                     Pendleton Grain
                                                                                                     Growers 1.818%;
                                                                                                     Odessa Union
                                                                                                     Warehouse Co-op
                                                                                                     36.364%
-----------------------------------------------------------------------------------------------------------------------------------
    A      Cooperative Business              229 South Street        Corp   Promote international    100% CHS              31-Dec
           International, Inc.               Dover, DE 19901                trade among coops;
                                                                            provide services to
                                                                            coops engaged in
                                                                            international trade;
                                                                            promote international
                                                                            coop  business
                                                                            development
-----------------------------------------------------------------------------------------------------------------------------------
    A      COOPS@ROOSTER L.P.                5500 Cenex Drive         LP    To invest in, buy, sell  General               31-Aug
                                             PO Box 64089                   or otherwise acquire,    Partner-CHSC;
                                             St. Paul, MN  55164            hold or dispose of       Limited Partners -
                                                                            securities of eYield     Farmland, LOL,
                                                                            Solutions, Inc.          Growmark, CoBank,
                                                                                                     FCC
-----------------------------------------------------------------------------------------------------------------------------------
    A      Country Energy, LLC               5500 Cenex Drive         JV    Alliance between CHS     100% CHS              31-Aug
                                             PO Box 64089                   and Farmland
                                             St. Paul, MN  55164
-----------------------------------------------------------------------------------------------------------------------------------
    A      Country Hedging, Inc.             5500 Cenex Drive         SUB   Full service commodity   100% CHS              31-Aug
                                             PO Box 64089                   futures and option
                                             St. Paul, MN  55164            brokerage
-----------------------------------------------------------------------------------------------------------------------------------
    A      Fin-Ag, Inc.                      4001 South Westport      SUB   Provides cattle feeding  100%                  31-Aug
                                             Avenue                         and swine financing
                                             P.O. Box 88808                 loans; facility
                                             Sioux Falls, SD  57105         financing loans; crop
                                                                            production loans, and
                                                                            consulting services
-----------------------------------------------------------------------------------------------------------------------------------
    A      Five Valleys Gas Company          5500 Cenex Drive         SUB   formed to acquire and    100% CHS              31-Aug
                                             PO Box 64089                   operate the assets of
                                             St. Paul, MN  55164            Seeley Lake Gas
                                                                            Company(propane Fuel
                                                                            Sales) in Seeley Lake,
                                                                            MT - being sold to
                                                                            Energy Partners, LLC
===================================================================================================================================

[WIDE TABLE CONTINUED FROM ABOVE

========================================================================================
                                              JURISDICTION       DATE
ACTIVE/                                           OF              OF
INACTIVE   CORPORATION                       INCORPORATION   INCORPORATION   FEDERAL ID
========================================================================================
    A      CoGrain                             Washington     9/21/1990







----------------------------------------------------------------------------------------
    A      Cooperative Business                 Delaware      12/31/1984
           International, Inc.






----------------------------------------------------------------------------------------
    A      COOPS@ROOSTER L.P.                   Delaware      Pending        41-1968191





----------------------------------------------------------------------------------------
    A      Country Energy, LLC                  Delaware      4/9/1998       43-1813211


----------------------------------------------------------------------------------------
    A      Country Hedging, Inc.                Delaware      8/20/1986      41-1556399


----------------------------------------------------------------------------------------
    A      Fin-Ag, Inc.                       South Dakota    12/17/1987     46-0398764





----------------------------------------------------------------------------------------
    A      Five Valleys Gas Company            Minnesota      4/5/1999       41-1943236






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

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

ACTIVE/                                                                                                                   FISCAL
INACTIVE   CORPORATION                       ADDRESS                 TYPE   BUSINESS                 OWNERSHIP BY        YEAR END
===================================================================================================================================
    A      Front Range Pipeline LLC          5500 Cenex Drive         LLC   To own and operate the   100% CHS
                                             PO Box 64089                   Front Range Pipeline
                                             St. Paul, MN  55164
-----------------------------------------------------------------------------------------------------------------------------------
    A      Full Circle, LTD.                 withdrawing from all           Does no business.        FUCE - 100%
                                             states except MN on
                                             2/2001
                                             Leon said to keep for now.
-----------------------------------------------------------------------------------------------------------------------------------
    A      Harvest States Cooperatives       Dienstenstraat 15        LLC   Grain Marketing          100% CHSC             31-Aug
           Europe B.V.                       NL 3161 GN Rhoon
                                             The Netherlands
-----------------------------------------------------------------------------------------------------------------------------------
    A      HSC-Edmore                        110 Viking Boulevard     SUB   Owns and leases to CHSC  100% CHS              31-Aug
                                             Box 128                        grain elevator and
                                             Edmore, ND  58330              agricultural and
                                                                            agronomy businesses
-----------------------------------------------------------------------------------------------------------------------------------
    A      HSC-Herman/Norcross               406 Pacific Avenue       SUB   Owns and leases to CHSC  100% CHS              31-Aug
                                             Herman, MN  56248              grain elevator and
                                                                            agricultural and
                                                                            agronomy business
-----------------------------------------------------------------------------------------------------------------------------------
    A      HSC-Minot, N.D.                   1600 27th Street SE      SUB   Owns and leases to CHSC  100% CHS              31-Aug
                                             PO Box 1947                    grain elevator and
                                             Minot, ND  58702-1947          agricultural and
                                                                            agronomy business
-----------------------------------------------------------------------------------------------------------------------------------
    A      Montevideo Grain, LLC             5500 Cenex Drive         LLC   Acquiring, owning,       Financial:  33%       31-Aug
                                             PO Box 64089                   operating and managing   FUOC; 67% CHSC;
                                             St. Paul, MN  55164            grain assets             Governance 50%
                                                                                                     FUOC, 50% CHSC
-----------------------------------------------------------------------------------------------------------------------------------
    A      National Cooperative Refinery     534 S. Kansas Ave.      Corp.  Manufacturer,            FUCE - 74.2%, 25.5    30-Sep
           Association (NCRA)                Topeka, KS 66603               marketing, and           Growmark and MFA
                                                                            wholesale distribution
                                                                            of petroleum products.
-----------------------------------------------------------------------------------------------------------------------------------
    A      PGG/HSC Feed Company, LLC.        300 West Feedville       JV    Feed Manufacturer        80% - CHSC and 20%    31-May
                                             Road                                                    Pendleton Grain
                                             Hermiston, OR  97838                                    Growers
-----------------------------------------------------------------------------------------------------------------------------------
    A      St. Paul Maritime Corporation                              SUB   Company employing        100% CHSC             31-Aug
                                                                            stevedores at Myrtle
                                                                            Grove Terminal
===================================================================================================================================

[WIDE TABLE CONTINUED FROM ABOVE

========================================================================================
                                              JURISDICTION       DATE
ACTIVE/                                           OF              OF
INACTIVE   CORPORATION                       INCORPORATION   INCORPORATION   FEDERAL ID
========================================================================================
    A      Front Range Pipeline LLC            Minnesota      3/23/1999      41-1935715


----------------------------------------------------------------------------------------
    A      Full Circle, LTD.                   Minnesota      10/8/1986



----------------------------------------------------------------------------------------
    A      Harvest States Cooperatives         Netherland     5/9/2001
           Europe B.V.

----------------------------------------------------------------------------------------
    A      HSC-Edmore                         North Dakota    12/22/1998     45-0452352



----------------------------------------------------------------------------------------
    A      HSC-Herman/Norcross                 Minnesota      4/21/1998      41-1908583



----------------------------------------------------------------------------------------
    A      HSC-Minot, N.D.                    North Dakota    7/16/1997      91-1858466



----------------------------------------------------------------------------------------
    A      Montevideo Grain, LLC                Delaware      8/9/2001       41-2015718



----------------------------------------------------------------------------------------
    A      National Cooperative Refinery         Kansas       7/7/1943
           Association (NCRA)


----------------------------------------------------------------------------------------
    A      PGG/HSC Feed Company, LLC.            Oregon       10/26/1994     93-1156470


----------------------------------------------------------------------------------------
    A      St. Paul Maritime Corporation       Minnesota      8/18/1995


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

Schedule 5.4.6

SCHEDULE 5.5

FINANCIAL STATEMENTS

1. Consolidated Balance Sheets for fiscal years 1998 through 2001 and third quarter ended May 31, 2002.

2. Consolidated Income Statements for fiscal years 1998 through 2001 and third quarter ended May 31, 2002.

3. Consolidated Cash Flow Statements for fiscal years 1998 through 2001.

Schedule 5.5-1

SCHEDULE 5.6

RESTRICTIONS ON DEBT

1. $225,000,000 6.81% Series A Notes due June 19, 2013 issued pursuant to Note Agreement dated as of June 19, 1998 among the Company and each of the investors listed on the Purchaser Schedule attached thereto.

2. $25,000,000 7.90% Series B Notes due January 10, 2011 issued pursuant to Note Purchase and Private Shelf Agreement dated as of January 10, 2001 among the Company and The Prudential Insurance Company and certain of affiliates thereof (the "Shelf Agreement") and $55,000,000 Private Shelf Facility established thereunder.

3. $55,000,000 7.43% Series C Notes dated March 2, 2001 due March 2, 2011 issued pursuant to the Shelf Agreement.

Schedule 5.6-1

SCHEDULE 5.12

INTELLECTUAL PROPERTY

None.

Schedule 5.12-1

SCHEDULE 5.15

USE OF PROCEEDS

The proceeds from the Notes may be used for general corporate purposes, including the repayment of certain existing indebtedness of the Company.

SHORT-TERM NOTES                                                 $
----------------                                                ---
CHS 364 Seasonal Line(1)                           $ 550,000,000.00
NCRA's Seasonal Line(2)                               30,000,000.00
Misc Notes                                               560,681.00
----------------------------------------- -------------------------
                                   TOTAL           $ 580,560,681.00



INDUST REV BONDS                                                 $
----------------                                                ---
Rush City, MN                                            600,000.00
Laurel, MT                                               250,000.00
Montana Econ                                           3,925,000.00
NCRA's IRB's                                           1,000,000.00
----------------------------------------- -------------------------
                                   TOTAL           $   5,775,000.00



PRIVATE PLACEMENT                                                $
-----------------                                               ---
Private Placement                                    225,000,000.00
Prudential Shelf Note                                 55,000,000.00
Prudential Shelf Note                                 25,000,000.00
----------------------------------------- -------------------------
                                   TOTAL           $ 305,000,000.00

(1) Amount represents commitment. Actual drawn was $331,953,296.

(2) Amount represents commitment. Actual drawn was $0.

      COBANK & SYNDICATION                                             $
      --------------------                                            ---
      Building Loan                                         17,642,140.60
      5 yr Revolver(3)                                     200,000,000.00
      Term Debt                                            144,320,000.00
      NCRA's Term Debt                                      19,668,462.00
      ----------------------------------------- -------------------------
                                         TOTAL           $ 381,630,602.60



OTHER NOTES PAYABLE

      CORP BOOKS                                                       $
      ----------                                                      ---
      Bunkers                                                   52,512.13
      Halvorson Grain & Feed                                    56,892.07
      Robert L. Nygaard                                        101,500.00
      CSM-SBA Loan                                             202,176.19
      Calvin N.D. (DISC)                                        41,842.08
      Lemmon-Thunder Hawk (DISC)                               522,020.00
      Tacke Oil Cottonwood ID                                   50,806.06
      Mahnomen MN                                              483,806.72
      Greenbush MN                                             219,217.98
      ----------------------------------------- -------------------------
                                         TOTAL             $ 1,730,773.23



      COUNTRY OPERATIONS                                               $
      ------------------                                              ---
      Herman R Rath Note                                        34,363.83
      Lewiston Note                                             15,885.24
      Ag Svc Center-Elrosa                                      58,642.11
      CHS-French-Fergus Falls                                  101,960.10
      ------------------------------------------ ------------------------
                                          TOTAL            $   210,851.28

(3) Amount represents commitment. Actual drawn was $75,000,000.

MILLING                                                          $
-------                                                         ---
MDT Rail Rehabilitation                                   97,021.34
Rural Econ Development Loan                              271,986.87
------------------------------------------ ------------------------
                                    TOTAL           $    369,008.21



FOODS                                                            $
-----                                                           ---
Mn Ag & Econ Development                               1,216,319.00
MN Loan-Coulson Svc Corp                                 191,622.00
Sellers Note-Rodriquez                                 1,000,000.00
------------------------------------------ ------------------------
                                    TOTAL           $           .00

------------------------------------------ ------------------------
                                    TOTAL           $  4,718,573.72


========================================== ========================
                       CONSOLIDATED TOTAL           $ 1,277,684,857

                                                                       Limit of         Current
Guaranteed For:                                                       Guarantee        Guarantee
---------------                                                       ---------        ---------
Financial Services - CoBank Note Purchase Agreement, 10% up to -     15,000,000         4,065,331
TEMCO Credit Facility                                                 7,500,000                --
FINAG Guarantees - CoBank Note Purchases
   *     15% Seasonal ($40,944,502)                                  12,750,000         6,141,675
   *     15% Term ($565,023)                                            750,000            84,753
   *     100% Seasonal ($30,502,745)                                 32,000,000        30,502,742
   *     100% Term ($2,766,652)                                       3,500,000         2,766,652
Norther Valley Petro LLC (1st United Bank)                              194,450           194,450
Country Hedging to Counter-Parties                                   15,000,000                --

-------------------------------------------------------------------------------------------------
                                              TOTAL GUARANTEES       86,694,450        43,755,604

Current banking agreements limit guarantees outstanding to no more than $100 million. All debt guaranteed as of 8/31/02 is current.

Schedule 5.16-3

EXHIBIT 1A

[FORM OF SERIES D NOTE]

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-[__] [Date] $[________] PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to [____________________], or registered assigns, the principal sum of
[_______________] DOLLARS ($[_________]) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney

Exhibit 1A-1

duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

THIS NOTE AND THE NOTE PURCHASE AGREEMENTS ARE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

CENEX HARVEST STATES COOPERATIVES

By: _____________________________
Name:

Exhibit 1A-2

EXHIBIT 1B

[FORM OF SERIES E NOTE]

CENEX HARVEST STATES COOPERATIVES

5.60% SERIES E SENIOR NOTE DUE OCTOBER 18, 2017

No. RE-[__] [Date] $[________] PPN: 15131# AE 6

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to [____________________], or registered assigns, the principal sum of
[_______________] DOLLARS ($[_________]) on October 18, 2017, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.60% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 7.60% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series E Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney

Exhibit 1B-1

duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

THIS NOTE AND THE NOTE PURCHASE AGREEMENTS ARE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

CENEX HARVEST STATES COOPERATIVES

By: _____________________________
Name:
Title:

Exhibit 1B-2

EXHIBIT 3

[FORM OF PAY PROCEEDS LETTER]

[Company Letterhead]

October 18, 2002

To each of the purchasers listed on Annex I hereto:

Ladies and Gentlemen:

Reference is made to those certain separate Note Purchase Agreement, each dated as of October 18, 2002 (as amended or otherwise modified from time to time, the "NOTE PURCHASE AGREEMENT"), among Cenex Harvest States Cooperatives (the "COMPANY") and each of the purchasers set forth on Schedule A attached thereto (the "Purchasers"). Capitalized terms used but not defined herein shall have the same meanings as given to them in the Note Purchase Agreement.

Pursuant to Section 3 of the Note Purchase Agreement, the Company hereby requests that the Purchasers transfer by federal funds wire transfer an aggregate of $175,000,000, as payment in full for the purchase of the Notes to be purchased by the Purchasers (in the respective amounts as provided on Schedule A to the Note Purchase Agreement), to the following account:

WIRE TO:          Cenex Harvest States Cooperatives

BANK NAME:        Wells Fargo Bank Minnesota, N.A.
                  Sixth and Marquette
                  Minneapolis, MN 55479

ROUTING NO.:      091000019

By:
   -----------------------------------------
Name:    John Schmitz
Title:   Executive Vice President and Chief Financial Officer

Exhibit 3-1

ANNEX I

PURCHASERS

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
c/o Prudential Capital Group
Two Prudential Plaza
180 North Stetson Street, Suite 5600
Chicago, IL 60601

PRUCO LIFE INSURANCE COMPANY
c/o Prudential Capital Group
Two Prudential Plaza
180 North Stetson Street, Suite 5600
Chicago, IL 60601

HARTFORD LIFE INSURANCE COMPANY
c/o Prudential Private Placement Investors, L.P. 4 Gateway Center
100 Mulberry Street
Newark, NJ 07102

GOLDEN AMERICAN LIFE INSURANCE COMPANY
c/o Prudential Private Placement Investors, L.P. 4 Gateway Center
100 Mulberry Street
Newark, NJ 07102

GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY
c/o Prudential Private Placement Investors, L.P. 4 Gateway Center
100 Mulberry Street
Newark, NJ 07102

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AND PA 54
c/o AIG Global Investment Corporation
2929 Allen Parkway, A36-04
Houston, TX 77019-2155

AIG ANNUITY INSURANCE COMPANY AND WE1B
c/o AIG Global Investment Corporation
2929 Allen Parkway, A36-04
Houston, TX 77019-2155

Exhibit 3-2

THE FRANKLIN LIFE INSURANCE COMPANY AND PA 37
c/o AIG Global Investment Corporation
2929 Allen Parkway, A36-04
Houston, TX 77019-2155

THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK AND PA 77
c/o AIG Global Investment Corporation
2929 Allen Parkway, A36-04
Houston, TX 77019-2155

RELIASTAR LIFE INSURANCE COMPANY
c/o ING Investment Management LLC
100 Washington Avenue South, Suite 1635
Minneapolis, MN 55401-2121

ING LIFE INSURANCE AND ANNUITY COMPANY
c/o ING Investment Management LLC
100 Washington Avenue South, Suite 1635
Minneapolis, MN 55401-2121

PACIFIC LIFE INSURANCE COMPANY
700 Newport Center Drive
Newport Beach, CA 92660-6397

HARTFORD FIRE INSURANCE COMPANY
c/o Hartford Investment Management Company c/o Investment Department - Private Placements P.O. Box 1744
Hartford, CT 06144-1744

HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY c/o Hartford Investment Management Company c/o Investment Department - Private Placements P.O. Box 1744
Hartford, CT 06144-1744

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY c/o Hartford Investment Management Company c/o Investment Department - Private Placements P.O. Box 1744
Hartford, CT 06144-1744

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
c/o David L. Babson & Company Inc.
1500 Main Street, Suite 2800
Springfield, MA 01115

Exhibit 3-3

C.M. LIFE INSURANCE COMPANY
c/o David L. Babson & Company Inc.
1500 Main Street, Suite 2800
Springfield, MA 01115

UNITED OF OMAHA LIFE INSURANCE COMPANY
4 - Investment Loan Administration Mutual of Omaha Plaza Omaha, NE 68175-1011

MODERN WOODMEN OF AMERICA
1701 First Avenue
Rock Island, IL 61201

AMERICAN REPUBLIC INSURANCE COMPANY
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101

GREAT WESTERN INSURANCE COMPANY
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101

NATIONAL FARM LIFE INSURANCE COMPANY
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101

PROTECTED HOME MUTUAL LIFE INSURANCE COMPANY
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101

Exhibit 3-4

EXHIBIT 4.4(a)

[FORM OF OPINION OF GENERAL COUNSEL FOR THE COMPANY]

Exhibit 4.4(a)-1

EXHIBIT 4.4(B)

[FORM OF OPINION OF SPECIAL COUNSEL FOR THE PURCHASERS]

Exhibit 4.4(b)1

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-1 October 18, 2002 $21,500,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or registered assigns, the principal sum of TWENTY ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($21,500,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-2 October 18, 2002 $1,000,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to PRUCO LIFE INSURANCE COMPANY, or registered assigns, the principal sum of ONE MILLION DOLLARS ($1,000,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-3 October 18, 2002 $3,750,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to HARTFORD LIFE INSURANCE COMPANY, or registered assigns, the principal sum of THREE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($3,750,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-4 October 18, 2002 $7,500,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to GOLDEN AMERICAN LIFE INSURANCE COMPANY, or registered assigns, the principal sum of SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-5 October 18, 2002 $11,250,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to SALKELD & CO., or registered assigns, the principal sum of ELEVEN MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($11,250,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-6 October 18, 2002 $20,000,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to RELIASTAR LIFE INSURANCE COMPANY, or registered assigns, the principal sum of TWENTY MILLION DOLLARS ($20,000,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-7 October 18, 2002 $15,000,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to ING LIFE INSURANCE AND ANNUITY COMPANY, or registered assigns, the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-8 October 18, 2002 $5,000,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to MAC & CO., or registered assigns, the principal sum of FIVE MILLION DOLLARS ($5,000,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-9 October 18, 2002 $5,000,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to MAC & CO., or registered assigns, the principal sum of FIVE MILLION DOLLARS ($5,000,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-10 October 18, 2002 $1,000,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to MAC & CO., or registered assigns, the principal sum of ONE MILLION DOLLARS ($1,000,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-11 October 18, 2002 $1,000,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to MAC & CO., or registered assigns, the principal sum of ONE MILLION DOLLARS ($1,000,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-12 October 18, 2002 $1,000,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to MAC & CO., or registered assigns, the principal sum of ONE MILLION DOLLARS ($1,000,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-13 October 18, 2002 $1,000,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to MAC & CO., or registered assigns, the principal sum of ONE MILLION DOLLARS ($1,000,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

No. RD-14                                                       October 18, 2002
$500,000                                                        PPN: 15131# AD 8


         FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES

(herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to MAC & CO., or registered assigns, the principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

No. RD-15                                                       October 18, 2002
$500,000                                                        PPN: 15131# AD 8


         FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES

(herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to MAC & CO., or registered assigns, the principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-16 October 18, 2002 $4,000,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY, or registered assigns, the principal sum of FOUR MILLION DOLLARS ($4,000,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-17 October 18, 2002 $3,000,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to HARTFORD LIFE AND ANNUITY INSURANCE COMPANY, or registered assigns, the principal sum of THREE MILLION DOLLARS ($3,000,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-18 October 18, 2002 $2,900,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, or registered assigns, the principal sum of TWO MILLION NINE HUNDRED THOUSAND DOLLARS ($2,900,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-19 October 18, 2002 $2,000,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, or registered assigns, the principal sum of TWO MILLION DOLLARS ($2,000,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

No. RD-20                                                       October 18, 2002
$900,000                                                        PPN: 15131# AD 8

         FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES

(herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, or registered assigns, the principal sum of NINE HUNDRED THOUSAND DOLLARS ($900,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

No. RD-21                                                       October 18, 2002
$500,000                                                        PPN: 15131# AD 8

         FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES

(herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, or registered assigns, the principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-22 October 18, 2002 $1,700,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to C.M. LIFE INSURANCE COMPANY C/O MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, or registered assigns, the principal sum of ONE MILLION SEVEN HUNDRED THOUSAND DOLLARS ($1,700,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

4.96% SERIES D SENIOR NOTE DUE OCTOBER 18, 2012

No. RD-23 October 18, 2002 $5,000,000 PPN: 15131# AD 8

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to UNITED OF OMAHA LIFE INSURANCE COMPANY, or registered assigns, the principal sum of FIVE MILLION DOLLARS ($5,000,000) on October 18, 2012, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.96% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 6.96% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series D Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

THIS NOTE AND THE NOTE PURCHASE AGREEMENTS ARE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

CENEX HARVEST STATES COOPERATIVES

By: _____________________________________
Name:
Title:

SERIES D NOTE

CENEX HARVEST STATES COOPERATIVES

5.60% SERIES E SENIOR NOTE DUE OCTOBER 18, 2017

No. RE-1 October 18, 2002 $20,000,000 PPN: 15131# AE 6

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, or registered assigns, the principal sum of TWENTY MILLION DOLLARS ($20,000,000) on October 18, 2017, with interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid balance thereof at the rate of 5.60% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 7.60% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series E Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

5.60% SERIES E SENIOR NOTE DUE OCTOBER 18, 2017

No. RE-2 October 18, 2002 $10,000,000 PPN: 15131# AE 6

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to AIG ANNUITY INSURANCE COMPANY, or registered assigns, the principal sum of TEN MILLION DOLLARS ($10,000,000) on October 18, 2017, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.60% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 7.60% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series E Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

5.60% SERIES E SENIOR NOTE DUE OCTOBER 18, 2017

No. RE-3 October 18, 2002 $10,000,000 PPN: 15131# AE 6

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to THE FRANKLIN LIFE INSURANCE COMPANY, or registered assigns, the principal sum of TEN MILLION DOLLARS ($10,000,000) on October 18, 2017, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.60% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 7.60% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series E Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

5.60% SERIES E SENIOR NOTE DUE OCTOBER 18, 2017

No. RE-4 October 18, 2002 $5,000,000 PPN: 15131# AE 6

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, or registered assigns, the principal sum of FIVE MILLION DOLLARS ($5,000,000) on October 18, 2017, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.60% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 7.60% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series E Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the

purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

5.60% SERIES E SENIOR NOTE DUE OCTOBER 18, 2017

No. RE-5 October 18, 2002 $6,000,000 PPN: 15131# AE 6

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to HARTFORD FIRE INSURANCE COMPANY, or registered assigns, the principal sum of SIX MILLION DOLLARS ($6,000,000) on October 18, 2017, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.60% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 7.60% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series E Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

5.60% SERIES E SENIOR NOTE DUE OCTOBER 18, 2017

No. RE-6 October 18, 2002 $5,000,000 PPN: 15131# AE 6

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to MODERN WOODMEN OF AMERICA, or registered assigns, the principal sum of FIVE MILLION DOLLARS ($5,000,000) on October 18, 2017, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.60% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 7.60% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series E Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

5.60% SERIES E SENIOR NOTE DUE OCTOBER 18, 2017

No. RE-7 October 18, 2002 $2,000,000 PPN: 15131# AE 6

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to WELLS FARGO BANK, N.A. AS CUSTODIAN FOR AMERICAN REPUBLIC INSURANCE COMPANY, or registered assigns, the principal sum of TWO MILLION DOLLARS ($2,000,000) on October 18, 2017, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.60% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 7.60% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series E Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the

purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

CENEX HARVEST STATES COOPERATIVES

5.60% SERIES E SENIOR NOTE DUE OCTOBER 18, 2017

No. RE-8 October 18, 2002 $1,000,000 PPN: 15131# AE 6

FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES (herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to MERRILL LYNCH FOR GREAT WESTERN INSURANCE COMPANY, or registered assigns, the principal sum of ONE MILLION DOLLARS ($1,000,000) on October 18, 2017, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.60% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 7.60% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series E Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

No. RE-9                                                        October 18, 2002
$500,000                                                        PPN: 15131# AE 6


         FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES

(herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to NATIONAL FARM LIFE INSURANCE COMPANY, or registered assigns, the principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000) on October 18, 2017, with interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid balance thereof at the rate of 5.60% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 7.60% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series E Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

No. RE-10                                                       October 18, 2002
$500,000                                                        PPN: 15131# AE 6


         FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES

(herein called the "COMPANY"), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to WELLS FARGO BANK, N.A. AS CUSTODIAN FOR PROTECTED HOME MUTUAL LIFE INSURANCE COMPANY, or registered assigns, the principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000) on October 18, 2017, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.60% PER ANNUM from the date hereof, payable semiannually on April 18th and October 18th in each year, commencing on April 18, 2003, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate PER ANNUM from time to time equal to the greater of (i) 7.60% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Series E Senior Notes (herein called the "NOTES") issued pursuant to separate Note Purchase Agreements, each dated as of October 18, 2002, (as from time to time amended, the "NOTE PURCHASE AGREEMENTS"), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the

purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

THIS NOTE AND THE NOTE PURCHASE AGREEMENTS ARE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

CENEX HARVEST STATES COOPERATIVES

By: _____________________________________
Name:
Title:

SERIES E NOTE