Exhibit 4.3
 ALON USA ENERGY, INC.
 CERTIFICATE OF DESIGNATION
FOR
8.5% SERIES A CONVERTIBLE PREFERRED STOCK
 (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)
 Corporation DGCL
 Certificate of Incorporation Preferred Stock
  8.5% SERIES A CONVERTIBLE PREFERRED STOCK
 Designation; Number of Shares. Convertible Preferred Stock
 Definitions
 Additional Shares Section 12(a)




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Agent Members Section 18(a)
 Alon Israel
 Board of Directors
 Business Day
 Certificate of Incorporation
 close of business
 Closing Sale Price
 Common Stock
 Conversion Agent Section 19
 Conversion Date Section 7(a)(ii)
 Conversion Price
 Conversion Rate Section 8
 Convertible Preferred Stock Section
1
 2




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Corporation
 Daily VWAP
 Default Period Section 15(b)
 DGCL
 Depositary DTC
 Dividend Payment Date
 Dividend Rate
 Dividend Record Date
 Effective Date
 Exchange Act
 ex-dividend date Section 8 Section
9 effective date
 Expiration Date Section 11(b)
 3




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Fully Adjusted Conversion Rate Section
20(h)
 Fundamental Change
      Fundamental Change Notice Section
11(a)
 Global
Preferred Shares Section
18(a)
 Global Shares Legend Section 18(a)
 4




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Holder holder
 Initial Dividend Threshold Section
8(d)
 Issue Date
 Junior Stock
 Liquidation Preference
 Make-Whole Premium Section 12(a)
 Mandatory Conversion Date Section
7(b)(ii)
 Market Disruption Event
 Market Value
 Officer
 Officers Certificate
 open of business
 Parity Stock
 5




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Partially Adjusted Conversion Rate Section 20(h)
 Paying Agent Section 19
 Permitted Holders
 Person
 Preferred Stock
 Record Date
 Redemption Date Section 6
 Redemption Price
 Reference Property Section 9
 Registrar Section 19
 6




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Rule 312
 SEC Commission
 Securities Act
 Senior Stock
 Scheduled Trading Day
 Shelf Registration Statement
 Stock Price
 Trading Day
 Transfer Agent Section 19
 Valuation Period Section 8(c)
 Voting Rights Class Section 15(b)
 Voting Shares
 7




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Maturity; Rank.
 Dividends and Distributions.
     8




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9




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Liquidation Preference.
  Section 5
   Optional Redemption by the Corporation.
  10




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Section 6(d)
  Section 6(c)
    Section 7
    11




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Section 6(b)(ii)
     12




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Section 6
     13




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Conversion.
 At the Option of the Holder.
 Section 7 Rule 312
 Section 7(a) Conversion Date
 Section 7(a)
 14




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Section 7(a)(iv)
     15




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Section 13
 Mandatory Conversion.
  Section
7(b) Section 7(b) Mandatory Conversion
Date Section 7(b)(ii)
  16




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Section 7(b) Section 7(b)(ii)
   17




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Mechanics of Conversion.
  Section 7(b)(ii)
 Reservation of Shares; Compliance with Law; Listing. Section 7
 18




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Conversion Rate Adjustments. multiplied by
  CR1 = CR0 x
    
    OS1
OS0
 where,CR0 =
    
    the Conversion Rate in effect immediately prior to the close of the
business on the Record Date for such dividend or distribution, or immediately prior to
the open of business on the effective date of such share split or combination, as
applicable;CR1 =
    
    the Conversion Rate in effect immediately after the close of the business
on such Record Date or immediately after the open of business on such effective date;OS0 =
    
    the number of shares of the Common Stock outstanding immediately prior to
the close of the business on such Record Date or immediately prior to the open of
business on such effective date; andOS1 =
    
    the number of shares of the Common Stock outstanding immediately after
giving effect to such dividend, distribution, share split or share combination.
 Section 8(a) Section 8(a)
 19




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CR1 = CR0 x
    
    OS0 + X
OS0 + Y
 where,CR0 =
    
    the Conversion Rate in effect immediately prior to the close of the
business on the Record Date for such issuance;CR1 =
    
    the Conversion Rate in effect immediately after the close of the business
on such Record Date;OS0 =
    
    the number of shares of the Common Stock outstanding immediately prior to
the close of the business on such Record Date;X =
    
    the total number of shares of the Common Stock issuable pursuant to such
rights, options or warrants; andY =
    
    the number of shares of the Common Stock equal to the aggregate price payable
to exercise such rights, options or warrants, divided bythe average of the Closing
Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on,
and including, the Trading Day immediately preceding the date of announcement of the
issuance of such rights, options or warrants.
 Section 8(b)
  20




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Section 8(a) Section 8(b)
  Section
8(c)
  CR1 = CR0 x
    
    SP0SP0  FMV
  CR0 =
    
    the Conversion Rate in effect immediately prior to the close of the
business on the Record Date for such distribution;
 CR1 =
    
    the Conversion Rate in effect immediately after the close of the business
on such Record Date;
 SP0 =
    
    the average of the Closing Sale Prices of the Common Stock over the 10
consecutive Trading Day period ending on, and including, the Trading Day immediately
preceding the ex-dividend date for such distribution; and
 FMV =
    
    the fair market value (as determined by the Board of Directors) of the shares
of capital stock, evidences of indebtedness, assets, property, rights, options or
warrants distributed with respect to each outstanding share of the Common Stock on the
ex-dividend date for such distribution.
 Section 8(c)
 Section 8(c)
 21




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Section 8(c)
 CR1 = CR0 x
    
    FMV0 + MP0MP0
  CR0 =
    
    the Conversion Rate in effect immediately prior to the end of the Valuation
Period (as defined below);
 CR1 =
    
    the Conversion Rate in effect immediately after the end of the Valuation
Period;
 FMV0 =
    
    the average of the Closing Sale Prices of the capital stock or similar
equity interest distributed to holders of the Common Stock applicable to one share of
the Common Stock (determined for purposes of the definition of Closing Sale Price as if
such capital stock or similar equity interest were for the Common Stock) over the first
10 consecutive Trading Day period beginning on, and including, the ex-dividend date of
the spin-off (the Valuation Period); and
 MP0 =
    
    the average of the Closing Sale Prices of the Common Stock over the
Valuation Period.
 Section 8(c)
 Initial Dividend Threshold
 22




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CR1 = CR0 x
    
    SP0  TSP0  C
  CR0 =
    
    the Conversion Rate in effect immediately prior to the close of the
business on the Record Date for such dividend or distribution;
 CR1 =
    
    the Conversion Rate in effect immediately after the close of the business
on the Record Date for such dividend or distribution;
 SP0 =
    
    the average of the Closing Sale Prices of the Common Stock over the 10
consecutive Trading Day period ending on, and including, the Trading Day immediately
preceding the ex-dividend date for such dividend or distribution;
 T =
    
    the Initial Dividend Threshold; provided that if the dividend or distribution
in question is not a regular quarterly cash dividend, the initial dividend threshold
will be deemed to be zero; and
 C =
    
    the amount in cash per share that the Corporation distributes to holders of
the Common Stock.
 Section
8(d)
   CR1 = CR0 x
    
    AC + (SP1 x OS1 )OS0 x SP1
  23




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CR0 =
    
    the Conversion Rate in effect immediately prior to the close of business on
the 10th Trading Day immediately following, and including, the Trading Day next
succeeding the date such tender or exchange offer expires;
 CR1 =
    
    the Conversion Rate in effect immediately after the close of business on
the 10th Trading Day immediately following, and including, the Trading Day next
succeeding the date such tender or exchange offer expires;
 AC =
    
    the aggregate value of all cash and any other consideration (as determined by
the Board of Directors) paid or payable for shares purchased in such tender or exchange
offer;
 OS0=
    
    the number of shares of the Common Stock outstanding immediately prior to
the date such tender or exchange offer expires (prior to giving effect to the purchase
of all shares accepted for purchase or exchange in such tender offer or exchange
offer);
 OS1 =
    
    the number of shares of the Common Stock outstanding immediately after the
date such tender or exchange offer expires (after giving effect to the purchase of all
shares accepted for purchase or exchange in such tender or exchange offer); and
 SP1 =
    
    the average of the Closing Sale Prices of the Common Stock over the 10
consecutive Trading Day period immediately following, and including, the Trading Day
next succeeding the date such tender or exchange offer expires.
 Section 8(e)
   24




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Section 8(c)
    Section 8(i)(B)
   Section 11
 Recapitalizations, Reclassifications and Changes of the Common Stock.
  25




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Reference Property
 Adjustments of Prices
 Special Rights Upon a Fundamental Change
 Fundamental Change Notice
  26




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Expiration Date
 Section
12
  Section 11(h)
 Section 11 Section 11(e)
  27




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Section 11
 Determination of the Make-Whole Premium
 Section 11
 28




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Additional Shares Make-Whole
Premium Section 12
   Number of Additional Shares
 Stock PriceEffective Date
    
    $5.70
    
    
    $6.00
    
    
    $7.00
    
    
    $8.00
    
    
    $9.00
    
    
    $10.00
    
    
    $12.50
    
    
    $15.00
    
    
    $17.50
    
    
    $20.00
    
    
    $25.00
    
    
    $30.00
    
    
    $35.00
    
    
    $40.00November 1, 2010
    
    
    0.2612
    
    
    
    0.2612
    
    
    
    0.2108
    
    
    
    0.1717
    
    
    
    0.1438
    
    
    
    0.1231
    
    
    
    0.0894
    
    
    
    0.0692
    
    
    
    0.0556
    
    
    
    0.0457
    
    
    
    0.0322
    
    
    
    0.0234
    
    
    
    0.0173
    
    
    
    0.0128November 1, 2011
    
    
    0.2600
    
    
    
    0.2368
    
    
    
    0.1782
    
    
    
    0.1396
    
    
    
    0.1133
    
    
    
    0.0949
    
    
    
    0.0672
    
    
    
    0.0518
    
    
    
    0.0417
    
    
    
    0.0344
    
    
    
    0.0245
    
    
    
    0.0180
    
    
    
    0.0133
    
    
    
    0.0099November 1, 2012
    
    
    0.2253
    
    
    
    0.1992
    
    
    
    0.1340
    
    
    
    0.0937
    
    
    
    0.0692
    
    
    
    0.0543
    
    
    
    0.0361
    
    
    
    0.0277
    
    
    
    0.0225
    
    
    
    0.0187
    
    
    
    0.0135
    
    
    
    0.0100
    
    
    
    0.0075
    
    
    
    0.0057November 1, 2013
    
    
    0.2070
    
    
    
    0.1768
    
    
    
    0.0932
    
    
    
    0.0330
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
 Section 8
     Fractional Shares.
 29




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Convertible Preferred Stock Not Redeemable or Exchangeable at Option of
Holders; No Sinking Fund.
 Voting Rights.
  Default Period Voting Rights Class
  30




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Section 15(b) Section 15(c)(i) Section 15(c)(ii)
 Section 15(d) Section 15
  Section 15 Section 15(c) Section 15
 Section 15 Section 7(a) Section 7(b) Section 6
 31




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Section 15
 Outstanding Shares.
 Status of Convertible Preferred Stock Upon Retirement. Section 6 Section 7 Section 11 Section 6 Section 7 Section 11
 Form.
 Form and Dating. Global Preferred
Share Global Shares Legend Section 18(a) Section 18 Agent Members
 32




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Transfer Provisions Section 18
 Transfer Agent; Registrar; Paying Agent and Conversion Agent Transfer
Agent Paying Agent Conversion Agent
 33




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Registrar
  Certain Other Provisions.
    34




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Sections
7 8 11 12 15
  Fully Adjusted Conversion Rate Partially
Adjusted Conversion Rate
   [Remainder of Page Intentionally Left Blank]
 35




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th
 ALON USA ENERGY, INC.,By
    /s/ Sarah B. CampbellName:
    Sarah B. CampbellTitle:
    Secretary 36




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EXHIBIT A
  Number:
    
    Shares
  
  [GLOBAL SHARES LEGEND]




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2




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ALON USA ENERGY, INC.By:Name:Title:
    Executive Chairman of the BoardBy:Name:Title:
    Secretary Dated:   The Bank of New York Mellon,
as Transfer AgentBy:Name:Title:
    Authorized Officer Dated: 3




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1
 
 1
    
    Signature must be guaranteed by an eligible guarantor
institution (i.e., a bank, stockbroker, savings and loan
association or credit union) meeting the requirements of the
Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion
Program (STAMP) or such other signature guarantee program
as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.




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EXHIBIT B




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1
 
 
 1
    
    Address where shares of Common Stock and any other payments
or certificates shall be sent by the Corporation.