Cenex Harvest States Exhibit 4.1



EXHIBIT 4.1


CENEX HARVEST STATES COOPERATIVES
AMENDED AND RESTATED

RESOLUTION CREATING A SERIES OF PREFERRED EQUITY
TO BE DESIGNATED

8% CUMULATIVE REDEEMABLE PREFERRED STOCK


     The undersigned, being the President and Chief Executive Officer of
Cenex Harvest States Cooperatives (the “Company”), a cooperative
organized and existing under the Minnesota Cooperative Law, does hereby
certify that, pursuant to the authority vested in the Board of
Directors of the Company by the Articles of Incorporation of the
Company, the Board of Directors on January 7, 2003, duly
adopted the following resolution:


     RESOLVED, that pursuant to the authority vested in the Board
of Directors of the Company (the “Board of Directors”) by the
Articles of Incorporation of the Company, the Board of Directors hereby
establishes a series of preferred equity of the Company having the
following rights, preferences, privileges and limitations:


        Section 1. Designation; Unlimited Shares; Limitations and
Restrictions on Issuance.



        (a) Designations;
Unlimited Shares.  The shares of such series of preferred equity securities
shall be designated as 8% Cumulative Redeemable Preferred Stock (the “Preferred Stock”).
The shares of the Preferred Stock shall be unlimited in number and subject to Section 1(b) may
be issued by the Board of Directors from time to time. Each time the Board of Directors
authorizes the issuance of shares of Preferred Stock, it may by resolution determine that
some or all of the shares so issued shall be uncertificated shares.  



        (b) Limitations and
Restrictions on Issuance.  The Company shall not offer to issue additional
shares of Preferred Stock in exchange for or in redemption of outstanding patrons’ equities
or other equity securities held by members of the Company more than one time per calendar
year and in connection with such offer any member that would receive more than
one-quarter of one percent (0.25%) of the number of shares of Preferred Stock outstanding
at the end of the prior calendar year shall instead be entitled to receive such shares in
quarterly installments as nearly equal as possible. After December 31, 2003, in any
calendar year, the Company shall not issue additional shares of Preferred Stock in
exchange for or in redemption of outstanding patrons’ equities or other equity
securities held by members of the Company in excess of (i), for issuances during the
years 2004, 2005 and 2006, twenty percent (20%) of the number of shares of Preferred
Stock outstanding at the end of the prior calendar year or 400,000 shares, whichever is
greater, and (ii), for issuances during any calendar year after the year 2006,
twenty-five percent (25%) of the number of shares of Preferred Stock outstanding at the
end of the prior calendar year or 400,000 shares, whichever is greater. The Company shall
not issue additional shares of Preferred Stock in exchange for or in redemption of
outstanding patrons’ equities owned by an estate of a former individual member of
the Company or in redemption of outstanding patrons’ equities owned by individual
members of the Company who have reached age 72 pursuant to the Company’s current
policy. 



        Section 2. Rank.  The
Preferred Stock shall rank prior to (i) any patronage refund as that term is used in
the Company’s Bylaws, whether or not represented by a certificate, and any
redemption thereof, (ii) any other class or series of capital stock designated by
the Board of Directors as junior to the Preferred Stock and (iii) common stock, if
any, of the Company (collectively, “Junior Securities”), both as to payment of
dividends and as to distributions of assets upon the liquidation, dissolution or winding
up of the Company, whether voluntary or involuntary. Shares of any class or series of
capital stock of the Company that are not Junior Securities, including the Company’s
existing 8% Preferred Stock, shall rank pari passu with the Preferred Stock. 





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        Section 3. Dividends and
Distributions. 



        (a) Payment of Dividends.  The
holders of the Preferred Stock shall be entitled to receive quarterly dividends when, as
and if declared by the Board of Directors out of funds legally available for such
purpose, at the rate of $2.00 per annum per share. Dividends shall be payable on March 31,
June 30, September 30 and December 31 of each year (each such date a “Payment
Date”), provided that any such Payment Date is a Business Day. A Business Day is any
day that is not a Saturday, Sunday or a legal holiday. If any Payment Date is not a
Business Day, such dividend shall be payable without interest on the next Business Day.
Dividends shall be fully cumulative and shall accumulate without interest from and
including the latest of (i) January 1, 2003 or (ii) the day immediately
following the most recent Payment Date as to which dividends have been paid. Dividends
shall be paid to holders of record as they appear on the books of the Company five
Business Days prior to the relevant Payment Date. The Company may, in its sole
discretion, pay dividends by any one or more of the following means: (x) check
mailed to the address of such holder as it appears on the books of the Company, (y) electronic
transfer in accordance with instructions provided by such holder or (z) any other
means mutually agreed between the Company and such holder. The amount of dividends
payable shall be computed on the basis of a 360-day year of twelve 30-day months. Each
payment of dividends will include dividends to and including the relevant Payment Date. 



        (b) Limitations on
Distributions to Holders of Junior Securities.  No distributions shall be made
by the Company to the holders of any Junior Security unless and until all accumulated and
unpaid dividends on the Preferred Stock and on any class or series of capital stock
ranking on parity with the Preferred Stock, including the full dividend for the
then-current dividend period, shall have been paid or declared and set apart for payment.
Any reference to a “distribution” contained in this Section 3(b) shall not
be deemed to include any distribution made in connection with a liquidation, dissolution
or winding up of the Company, whether voluntary or involuntary. The rights of holders of
Preferred Stock upon a distribution made in connection with a liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, are governed by Section 4
below. 



        Section 4. Liquidation
Preference.  In the event of a liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, the holders of Preferred Stock shall be
entitled to receive out of the assets of the Company available therefor, before any
payment shall be made or any assets distributed to the holders of any Junior Security, an
amount per share equal to $25.00 plus all dividends accumulated and unpaid on such share,
whether or not declared, to and including the date of such distribution. The entire
assets of the Company available for distribution shall be distributed ratably among the
holders of the Preferred Stock and any other capital stock of the Company which ranks on
a parity as to liquidation rights with the Preferred Stock in proportion to the
respective preferential amounts to which each is entitled (but only to the extent of such
preferential amounts). After payment in full of the liquidation preference of the shares
of Preferred Stock, the holders of such shares shall not be entitled to any further
participation in any distribution of assets by the Company. Neither a consolidation or
merger of the Company with another person nor a sale or transfer of all or part of the
Company’s assets for cash, securities or other property will be deemed a
liquidation, dissolution or winding up of the Company for purposes of this Section 4 if,
following such transaction, the Preferred Stock remains outstanding as duly authorized
stock of the Company or any successor entity.  



        Section 5. Redemption. 



        (a) Optional Redemption
Right.  From and after February 1, 2008, the Company, at its option, may
redeem at any time all, or from time to time any portion, of the Preferred Stock at a
price per share (the “Optional Redemption Price”) equal to $25.00 plus all
dividends accumulated and unpaid on such share, whether or not declared, to and including
the date fixed for redemption (the “Optional Redemption Date”). 





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        (b) Optional Redemption
of Less Than All Outstanding Shares of Preferred Stock.   In case of the Company’s
redemption of less than all of the then outstanding shares of Preferred Stock pursuant to
Section 5(a), the Company shall designate by lot, or in such other manner as the Board of
Directors may determine, the shares to be redeemed, or shall effect such redemption pro rata.
Notwithstanding the foregoing, the Company shall not redeem less than all of the then
outstanding shares of Preferred Stock until all dividends accumulated and unpaid upon all
then outstanding shares of Preferred Stock shall have been paid for all past dividend
periods. 



        (c) Holders’ Redemption
Right.  If at any time there shall have been a Change in Control (as defined in
Section 5(g) below), each record holder of shares of Preferred Stock shall have the
right, for a period of 90 days from the date of such Change in Control, to require the
Company to redeem all or any portion of the shares of Preferred Stock owned by such
record holder. All shares as to which the record holder has notified the Company of an
exercise of redemption right created by this Section 5(c) on or prior to the 90th
day after such Change in Control shall be redeemed 130 days after the date of such Change
in Control (or, if such date is not a Business Day, the next succeeding Business Day)
(the “Mandatory Redemption Date”) (each of the Optional Redemption Date and the
Mandatory Redemption Date, a “Redemption Date”) at a price per share (the “Mandatory
Redemption Price”) (each of the Optional Redemption Price and the Mandatory
Redemption Price, a “Redemption Price”) equal to $25.00 plus all dividends
accumulated and unpaid on such share, whether or not declared, to and including the
Mandatory Redemption Date. 



        (d) Redemption Notice.  Not
less than 30 days prior to any Redemption Date, the Company shall give written notice
(the “Redemption Notice”) to the holders of record of the shares of Preferred
Stock to be redeemed. The Redemption Notice shall specify (i) the Redemption Date,
(ii) the Redemption Price, (iii) the number of shares of Preferred Stock held
by the holder that are subject to redemption on the Redemption Date, (iv) the time,
place and manner in which the holder shall surrender to the Company the certificate or
certificates representing the shares of Preferred Stock to be redeemed, including the
steps that a holder should take with respect to any certificates which have been lost,
stolen or destroyed or to any uncertificated shares, and (v) that from and after the
Redemption Date, dividends will cease to accumulate on such shares and such shares shall
no longer be deemed outstanding. 



        (e) Surrender of
Certificates.  On or after the Redemption Date, each holder shall surrender the
certificate or certificates representing the shares of Preferred Stock called for
redemption in the manner provided in the Redemption Notice or take such steps with
respect to lost, stolen or destroyed certificates or uncertificated shares as are
provided in the Redemption Notice. Upon so doing, a holder shall be entitled to receive
payment of the Redemption Price for the shares of Preferred Stock so redeemed. If fewer
than all of the shares of Preferred Stock represented by a surrendered certificate or
certificates are redeemed, the Company shall issue a new certificate representing the
unredeemed shares. Each surrendered certificate shall be canceled. 



        (f) Effect of Redemption.  From
and after the Redemption Date, if funds necessary for the redemption shall be available
therefor and shall have been irrevocably deposited or set aside, then (i) dividends
shall cease to accumulate with respect to the shares of Preferred Stock called for
redemption, (ii) such shares shall no longer be deemed outstanding, (iii) the
holders of such shares shall cease to be shareholders and (iv) all rights whatsoever
with respect to such shares of Preferred Stock shall terminate except the right of the
holders thereof to receive the Redemption Price, without interest. 



        (g) Definition of Change
in Control.  For purposes of Section 5(c), a Change in Control shall have
occurred if, in connection with a merger or consolidation of the Company approved by the
Board of Directors of the Company (prior to submitting the merger or consolidation to the
Members of the Company for approval), whether or not the Company is the surviving entity,
those persons who were members of the Board of Directors on January 1, 2003 (the
“Original Directors”), together with those persons who became members of the
Board of Directors after such date (the “Approved Subsequent Directors”) at the
annual meeting of the Company shall have ceased to constitute a majority of the Company’s
Board of Directors. 





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        (h) Purchases.  The
Company may at any time and from time to time in compliance with applicable law purchase
shares of Preferred Stock on the open market, pursuant to a tender offer or otherwise, at
such price or prices and other terms as it determines. The Company may not make any such
purchases at a time when there are accumulated but unpaid dividends for past dividend
periods. 



        Section 6. Voting Rights. 



        (a) General.  Except
as set forth in Section 6(b), the holders of Preferred Stock shall have only such voting
rights as are required by applicable law. 



        (b) Certain Actions Not
to be Taken Without Vote of Holders of Preferred Stock.   Unless the Preferred
Stock is redeemed pursuant to its terms, the affirmative vote of the holders of at least
two-thirds of the outstanding shares of the Preferred Stock, voting separately as a
class, shall be required (i) for any amendment, alteration or repeal, whether by
merger or consolidation or otherwise, of the Company’s Articles of Incorporation or
this resolution if the amendment, alteration or repeal adversely affects the rights or
preferences of the Preferred Stock, and (ii) to establish, by board resolution or
otherwise, any class or series of equity security of the Company having rights senior to
the Preferred Stock as to the payment of dividends or distribution of assets upon the
liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.
For purposes of this Section 6(b), the creation and issuance of any other class of
securities of the Company ranking on a parity with or junior to the Preferred Stock,
including an increase in the authorized number of shares of any such securities, shall
not be deemed to adversely affect the rights or preferences of the Preferred Stock. 



        Section 7. Notices.  Any
notice required by this resolution to be given to the holders of Preferred Stock shall be
addressed to each holder of record at his, her or its address appearing on the books of
the Company and sent by personal delivery, facsimile transmission, overnight courier
requiring signature for delivery or by first class United States mail, postage prepaid.
Any such notice shall be deemed given on the date of delivery thereof if manually
delivered, the date of sending thereof if sent by facsimile transmission with electronic
confirmation of delivery received, the date of sending if sent by overnight courier or
the date of mailing if mailed. Any notice that is mailed as provided above shall be
conclusively presumed to have been duly given, whether or not a holder of Preferred Stock
receives such notice; and failure to give such notice, or any defect in such notice, to
any holder of Preferred Stock shall not affect the validity of the notice as to any other
holder of Preferred Stock or the validity of any proceedings taken with respect to any
other holder in connection with such notice. 



        Section 8. Termination of
Effectiveness.  Upon the acquisition or redemption by the Company of all
outstanding shares of Preferred Stock, the Board of Directors may by resolution determine
that the provisions of this resolution shall cease to be of further effect. 



        Section 9. Transfer
Rights.  The Board of Directors has expressly authorized the initial sale and
subsequent transfer of the shares of Preferred Stock. 






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