GOLDEN GRAIN ENERGY,
    L.L.C.



	
      SUBSCRIPTION
  AGREEMENT



	
      Membership Units




	
       



	
      $1.00 per Class A Membership
      Unit



	
       



	
      10,000 Unit Minimum Purchase
      ($10,000),



	
      1,000 Unit Blocks Thereafter
      ($1,000)



	
       



	
      The undersigned subscriber, desiring to become a member of
      Golden Grain Energy, L.L.C. ("GGE"), an Iowa limited liability company,
      with its principal place of business at 951 N. Linn Avenue, P.O. Box 435,
      New Hampton, Iowa 50659, hereby subscribes for the purchase of the
      membership interests of GGE, and agrees to pay the related purchase price,
      identified below.



	
       



	
      A.           
      SUBSCRIBER INFORMATION.   Please print your
      individual or entity name and address.  Joint subscribers should
      provide their respective names.  Your name and address will be
      recorded exactly as printed below.
  



	
       



	 	
      1.
	
      Subscriber's Printed Name: 
	
      _________________________________________________

	 	
      2.
	
      Title, if applicable:
	
      _________________________________________________

	 	
      3.
	
      Subscriber's Address:
	
       

	
       
	 	
           Street 
	
      _________________________________________________

	
       
	 	
           City, State, Zip
    Code
	
      _________________________________________________



	
       



	
      B.           
      NUMBER OF UNITS PURCHASED.  You must purchase at
      least 10,000 units and additional blocks of at least 1,000 units
      thereafter.  Your ownership interest may not exceed 40% of all of our
      outstanding membership units.  Accordingly, assuming that we sell the
      minimum number of 19,250,000 Units in this Offering, you may not purchase
      more than 7,700,000 Units.



	 	 	 


	 	 ________________________________ 


	
       



	
       



	
      C.           
      PURCHASE PRICE.  Indicate the dollar amount of your
      investment.



	
       



	
      1. Total Purchase Price

      ($1.00 Per Unit multiplied by the number in box B
      above.)
	
      =
	
      2. Ten Percent (10%) 1st
      Installment

      (10% of the Total Purchase Price)
	
      +
	
      3. Ninety Percent (90%) 2nd
      Installment

      (90% of the Total Purchase Price)

	
       
	
       
	
       
	
       
	
       

	
      _________________________
	
      =
	
      _________________________
	
      +
	
      _________________________



	
       



	
      D.           
      GENERAL INSTRUCTIONS FOR SUBSCRIBERS:




	 


	
      You should read the Prospectus dated [Date of
      Effectiveness] (the "Prospectus") in its entirety including financial
      statements and exhibits for a complete explanation of an investment in
      GGE.  To subscribe, you must:



	
       



	
                  
      1.            
      Complete all information required in this Subscription Agreement, and date
      and sign this Subscription Agreement at page
5.



	
       



	
                  
      2.            
      Complete all information required by the Member Signature Page of the
      Operating Agreement, and date and sign the Member Signature Page (the last
      page attached to this Subscription
Agreement).



	
       



	
                  
      3.           
      Immediately provide your personal (or business) check for the first
      installment of ten percent (10%) of your investment amount made payable to
      "State Bank of Lawler -- Escrow Agent for GGE, LLC." 
      You will determine this amount in box C.2 on page 1 of this Subscription
      Agreement.



	 


	 	1	 


	 
      

    


	
       
    


	
       



	
                  
      4.           
      Execute the Promissory Note and Security Agreement on page 7 of this
      Subscription Agreement evidencing your commitment to pay the remaining
      ninety percent (90%) due for the Units that is attached to this
      Subscription Agreement and your agreement to grant GGE a security interest
      in your membership units.



	
       

      

    


	
                  
      5.            
      Deliver each of the original executed documents referenced in Items 1, 2,
      and 4 of these Instructions, together with your personal check described
      in Item 3 of these Instructions to:



	
       



	
      State Bank of
Lawler



	
      Golden Grain Energy, LLC Escrow
      Account



	
      P.O. Box 269



	
      Lawler, IA 
  53212



	
       



	
                  
      6.           
      Secure an additional personal (or business) check for the second
      installment of ninety percent (90%) of your investment amount made payable
      to "State Bank of Lawler -- Escrow Agent for GGE" in
      satisfaction of the Promissory Note and Security Agreement.  You will
      determine this amount in box C.3 on page 1 of this Subscription
      Agreement.  Deliver this check to the same address set forth above in
      Instruction 5 within thirty (30) days of the date of GGE's written notice
      that its sales of Units have exceeded the Minimum Escrow Deposit of
      $19,250,000.  If you fail to pay the second installment pursuant to
      the Promissory Note and Security Agreement, GGE shall be entitled to
      retain your first installment and to seek other damages, as provided in
      the Promissory Note and Security Agreement.



	
       



	
      Your funds will be placed in GGE's escrow account at State
      Bank of Lawler, and the funds will be released to GGE or returned to you
      in accordance with the escrow arrangements described in the
      Prospectus.  If GGE rejects your subscription, your Subscription
      Agreement and investment will be returned to you within 30 days of such
      rejection, plus nominal interest, minus escrow fees.  GGE may not
      consider the acceptance or rejection of your subscription until a future
      date near the end of this Offering. 



	
       



	
      You may direct your questions to one of our
      directors listed below or to GGE at (641)
  394-4059.



	
       



	
      Director
	
      Telephone Number
	
       
	
      Director
	
      Telephone Number

	
      Walter Wendland
	
      (563) 237-5901
	
       
	
      Randy Liddle
	
      (319) 231-5590

	
      Stanley Laures
	
      (641) 394-4059
	
       
	
      Jim Boeding
	
      (563) 382-3000

	
      Dave Sovereign
	
      (563) 547-5033
	
       
	
      Stephen Eastman
	
      (641) 985-2147

	
      Ron Pumphrey
	
      (641) 394-3052
	
       
	
      Willis Hansen
 	
      (800) 328-3312



	
       



	
       



	
      E.            
      Additional Subscriber Information.  The subscriber, named
      above, certifies the following under penalties of
  perjury:



	
       



	
       
	
      1.
	
      Form of Ownership.  Check the appropriate box
      (one only) to indicate form of ownership. If the subscriber is a
      Custodian, Corporation, Partnership or Trust, please provide the
      additional information requested. 



	
       
	
       
	
      [  ]
	
      Individual



	
       
	
       
	
      [  ]
	
      Joint Tenants with Right of Survivorship (Both signatures
      must appear in Item 7)



	
       
	
       
	
      [  ]
	
      Corporation or Partnership (Corporate Resolutions or
      Partnership Agreement must be enclosed)



	
       
	
       
	
      [  ]
	
      IRA



	
       
	
       
	
      [  ]
	
      KEOGH



	
       
	
       
	
      [  ]
	
      Pension or Profit Sharing
Plan



	
       
	
       
	
      [  ]
	
      Trust 



	
       



	
       
	
       
	
       
	
      Trustee's Name:
      __________________________________________



	
       



	
       
	
       
	
       
	
      Trust Date:
      ______________________________________________



	 


	 	2	 


	 


	
      

       
    



	
       
	
       
	
      [  ]
	
      Other: Provide detailed information in the space
      immediately below.



	
       

    


	
       
	
      2.
	
      Subscriber's Taxpayer Information. 
      Check the appropriate box if you are a non-resident alien, a U.S. Citizen
      residing outside the United States or subject to backup withholding. 
      KEOGHS should provide the taxpayer identification number of the account
      and the social security number of the accountholder.  Trusts should
      provide their taxpayer identification number.  Custodians should
      provide the minor's social security number.  All individual
      subscribers and IRA subscribers should provide their social security
      number.  Other entities should provide their taxpayer identification
      number.



	
       



	
       
	
       
	
      [  ]
	
      Check box if you are a non-resident
  alien



	
       
	
       
	
      [  ]
	
      Check box if you are a U.S. citizen residing outside of
      the United States



	
       
	
       
	
      [  ]
	
      Check this box if you are subject to backup
      withholding



	
       



	
       
	
       
	
       
	
      Subscriber's Social Security
      No.                       
                                                                     
                     
      



	
       



	
       
	
       
	
       
	
      Joint Subscriber's Social Security
      No.             
                                                                     
                     
      



	
       



	
       
	
       
	
       
	
      Taxpayer Identification
      No.                               
                                                                     
      



	
       



	
       
	
      3.
	
      Member Report Address.  If you would like
      duplicate copies of member reports sent to an address that is different
      than the address identified in section A, please complete this
      section.



	
       



	
       
	
       
	
       
	
      Address:                               
      ___________________________________________



	
       



	
       
	
       
	
       
	
                                                       ___________________________________________



	
       



	
       
	
      4.
	
      State of Residence.



	
       



	
       
	
       
	
       
	
      State of Principal
      Residence:                             
      _____________________________



	
       



	
       
	
       
	
       
	
      State where driver's license is
      issued               
      _____________________________



	
       



	
       
	
       
	
       
	
      State where income taxes are
      filed                    
      _____________________________            
      



	
       



	
       
	
       
	
       
	
      State(s) in which you have maintained your principal
      residence during the past three years:



	
                     
      



	
      a. ________________________
	
      b. ________________________
	
      c. ________________________



	
       



	
       


	
       
	
      5.
	
      Suitability Standards.  To be able to invest
      in GGE, you must (i) meet at least one of the five suitability tests set
      forth under the heading "Farming/Income/Net Worth Suitability"
      below, and (ii) have qualifying net worth as defined under the heading
      "Net Worth Qualification" below. Please review the suitability tests and check the box(es)
      next to the following suitability test that you meet.  For husbands
      and wives purchasing jointly, the tests above will be applied on a joint
      basis.



	
       



	
       	
       	
      Farming/Income/Net

      
	
       
	
       
	
      [  ]
	
      I (We) am (are) a natural person(s) or a fiduciary for a
      natural person(s) who regularly participate(s) in physical labor,
      operation, or management in a farming operation and file(s) a schedule F as
      part of my (our) annual form 1040 or 1041 filing with Internal Revenue
      Service;



	
       


	
       	
       	
      [  ]	
      I (We) am (are) a duly authorized officer of a family farm
      corporation, member or manager of a family farm limited liability company,
      general manager of a family farm limited partnership or trustee of a
      family trust actively engaged in farming;
	
       	
       	
       	
       
	
      3

      

    
	
       	
       	
       	
       
	
       	
       	
      [  ]	
      I (We) am (are) a natural person(s) (or a general
      partnership in which all partners are natural persons) owning agricultural
      land and receiving as rent a  share of the crops or the animals
      raised on the land;
	
       	
       	
       	
       
	
       	
       	
      [  ]	
      I (We) have annual income from whatever source of at least
      $45,000 and a net worth of at least $45,000, exclusive of home, furnishings
      and automobiles; or
	
       	
       	
       	
       
	
       
	
       
	
      [  ]
	
      I (We) have a net worth of at least $100,000, exclusive of
      home, furnishings and automobiles.



	
       



	
       	
       	
      You must also be able to attest to the first of the two
      statements below regarding net worth qualification, by checking the
      appropriate box below, to be eligible to invest in this offering. No
      investor(s) may invest more that 10% of his or her net worth (exclusive of
      home, furnishings and automobiles) in GGE. 
	
       	
       	
       
	
       	
       	
      Net Worth Qualification
	
       	
       	
       	
       
	
       	
       	
      [  ]	
      My (Our) net worth exclusive of home, furnishings and
      automobiles exceeds 10 times the amount of my (our) investment in GGE.
	
       	
       	
       	
       
	
       	
       	
      [  ]	
      My (Our) net worth  exclusive of home, furnishings and
      automobiles does not exceed 10 times the amount of my (our) investment in
      GGE.
	
       	
       	
       	
       
	
       
	
      6.
	
      Subscriber's Representations and Warranties. 
      You must read and certify your representations and warranties and sign and
      date this Subscription Agreement. 



	
       



	
       
	
       
	
      By signing below, the subscriber represents and warrants
      to GGE that he, she or it:



	 


	
       
	
       
	
      a.
	
      has received a copy of GGE's
  Prospectus;



	
       
	
       
	
      b.
	
      has been informed that the Units of GGE are offered and
      sold in reliance upon a federal securities registration, an Iowa  securities registrations, and exemptions from securities
      registrations in various other states, and understands that the Units to
      be issued pursuant to this subscription agreement can only be sold to a
      person meeting requirements of suitability;



	
       
	
       
	
      c.
	
      has been informed that the securities purchased pursuant
      to this Subscription Agreement have not been registered under the
      securities laws of any state other than the State of Iowa ,
      and that GGE is relying in part upon the representations of the
      undersigned Subscriber contained herein;



	
       
	
       
	
      d.
	
      has been informed that the securities subscribed for have
      not been approved or disapproved by the Iowa  Securities Department or any other regulatory authority, nor has any regulatory
      authority passed upon the accuracy or adequacy of the
      Prospectus;



	
       
	
       
	
      e.
	
      intends to acquire the Units for his/her/its own account
      without a view to public distribution or resale and that he/she/it has no
      contract, undertaking, agreement or arrangement to sell or otherwise
      transfer or dispose of any Units or any portion thereof to any other
      person;



	
       
	
       
	
      f.
	
      understands that there is no present market for GGE's
      membership units, that the membership units will not trade on an exchange
      or automatic quotation system, that no such market is expected to develop
      in the future and that there are significant restrictions on the
      transferability of the membership units; 



	
       
	
       
	
      g.
	
      has received a copy of the GGE Operating Agreement, and
      understands that upon closing the escrow by GGE, the subscriber and the
      membership units will be bound by the provisions of the Operating
      Agreement which contains, among other things, provisions that restrict the
      transfer of membership units; 



	
       	
       	
       	
       
	
      4

      

    
	
       	
       	
       	
       
	
       
	
       
	
      h.
	
      understands that the Units are subject to substantial
      restrictions on transfer under state securities laws along with
      restrictions in the GGE Operating Agreement and agrees that if the
      membership units or any part thereof are sold or distributed in the
      future, the subscriber shall sell or distribute them pursuant to the terms
      of the Operating Agreement, and the requirements of the Securities Act of
      1933, as amended, and applicable state securities laws;
  



	
       
	
       
	
      i.
	
      meets the suitability test marked in Item E.5 above and is
      capable of bearing the economic risk of this investment, including the
      possible total loss of the investment;



	
       
	
       
	
      j.
	
      understands that GGE will place a restrictive legend on
      any certificate representing any unit containing substantially the
      following language as the same may be amended by the Directors of GGE in
      their sole discretion:



	
       
	
       
	
       
	
       
	
      THE TRANSFERABILITY OF THE UNITS REPRESENTED
      BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED,
      OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE
      THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES,
      UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT
      IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE
      STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE
      AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH
      MEMBER.



	
       
	
       
	
       
	
       
	
       



	
       
	
       
	
       
	
       
	
      THE SECURITIES REPRESENTED BY THIS
      CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE
      ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER  APPLICABLE STATE SECURITIES LAWS, OR AN
      OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS
      EXEMPT FROM REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS.



	
       
	
       
	
      k.
	
      understands that, to enforce the above legend, GGE may
      place a stop transfer order with its registrar and stock transfer agent
      (if any) covering all certificates representing any of the membership
      units;



	
       
	
       
	
      l.
	
      has knowledge and experience in business and financial
      matters as to be able to evaluate the merits and risks of an investment in
      the Units, believes that the investment in Units is suitable for the subscriber and can bear the economic risk of the
      purchase of Units including the total loss of the undersigned's
      investment;
  



	
       
	
       
	
      m.
	
      may not transfer or assign this subscription agreement, or
      any of the subscriber's interest herein; 



	
       
	
       
	
      n.
	
      has written his, her, or its correct taxpayer
      identification number under Item E.2 on this subscription agreement;
      



	
       
	
       
	
      o.
	
      is not subject to backup withholding either because he,
      she or it has not been notified by the Internal Revenue Service ("IRS")
      that he, she or it is subject to backup withholding as a result of a
      failure to report all interest or dividends, or the IRS has notified him,
      her or it that he is no longer subject to backup withholding (Note this
      clause (o) should be crossed out if the backup withholding box in Item E.2
      is checked); 



	
       
	
       
	
      p.
	
      understands that execution of the attached Promissory Note
      and Security Agreement will allow GGE or its assigns to pursue the obligor
      for payment of the amount due thereon by any legal means, including, but
      not limited to, acquisition of a judgment against the obligor in the event
      that the subscriber defaults on that Promissory Note and Security
      Agreement; and



	
       
	
       
	
      q.
	
      acknowledges that GGE may retain possession of
      certificates representing subscriber's Units to perfect its security
      interest in those Units.



	
       

      5

      

    


 

	
      Signature of Subscriber/ Joint Subscriber: 
      



	
       



	
      Date:                     
      _____________________________
	 


	 


	Individuals:	Entities:


	 


	___________________________________________	___________________________________________


	       
      Name of Individual Subscriber (Please Print)	       
      Name of Entity (Please Print)


	 


	___________________________________________	___________________________________________


	       
      Signature of Individual	       
      Print Name and Title of Officer


	 


	___________________________________________	___________________________________________


	       
      Name of Joint Individual Subscriber (Please Print)	       
      Signature of Officer


	
       



	___________________________________________


	
              Signature of
      Joint Individual Subscriber 



	
       



	
       



	
      ACCEPTANCE OF SUBSCRIPTION BY GOLDEN
      GRAIN ENERGY, L.L.C.:



	
       



	
      Golden Grain Energy, L.L.C. hereby accepts the
      subscription for the above Units.



	
       



	
      Dated this
                  day
      of
                                                  ,
      200      
.



	
       



	
       



	
      GOLDEN GRAIN ENERGY,
L.L.C.



	
       



	
       



	
      By:
  _____________________________________



	
       



	
       



	
      Its:
  _____________________________________



	 


	 	6	 


	 
      

    


	
      

    


 

	
PROMISSORY NOTE AND SECURITY AGREEMENT



	
 



	
Date of Subscription Agreement: ___________________________________, 200__.



	 


	
$1.00 per Class A Membership Unit



	 


	
10,000 Unit Minimum Purchase ($10,000), 1,000 Unit Blocks Thereafter ($1,000)



	
 



	
                             
	
Number of Units subscribed



	 


	
                             
	
Total Purchase Price ($1.00 per Unit multiplied by number of Units subscribed)



	 


	
    (                    )  
	
Less Initial Payment (10% of Principal Amount)



	 


	
                             
	
Principal Balance



	 


	
FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of Golden Grain Energy, L.L.C., an Iowa limited liability company ("GGE"), at its principal office located 951 N. Linn Avenue, P.O. Box 435, New Hampton, Iowa 50659, or at such other place as required by GGE, the Principal Balance set forth above in one lump sum to be paid without interest within 30 days following the call of the GGE Board of Directors, as described in the Subscription Agreement. In the event the undersigned fails to timely make any payment owed, the entire balance of any amounts due under this full recourse Promissory Note and Security Agreement shall be immediately due and payable in full with interest at the rate of 12% per annum from the due date and any amounts previously paid in relation to the obligation evidenced by this Promissory Note and Security Agreement may be forfeited at the discretion of GGE. 



	 


	
The undersigned agrees to pay to GGE on demand, all costs and expenses incurred to collect any indebtedness evidenced by this Promissory Note and Security Agreement, including, without limitation, reasonable attorneys' fees. This Promissory Note and Security Agreement may not be modified orally and shall in all respects be governed by, construed, and enforced in accordance with the laws of the State of Iowa. 



	 


	
The provisions of this Promissory Note and Security Agreement shall inure to the benefit of GGE and its successors and assigns, which expressly reserves the right to pursue the undersigned for payment of the amount due thereon by any legal means in the event that the undersigned defaults on obligations provided in this Promissory Note and Security Agreement. 



	 


	
The undersigned waives presentment, demand for payment, notice of dishonor, notice of protest, and all other notices or demands in connection with the delivery, acceptance, performance or default of this Promissory Note and Security Agreement. 



	 


	
The undersigned grants to GGE, and its successors and assigns ("Secured Party"), a purchase money security interest in all of the undersigned's Membership Units of GGE now owned or hereafter acquired. This security interest is granted as non-exclusive collateral to secure payment and performance on the obligation owed Secured Party from the undersigned evidenced by this Promissory Note and Security Agreement. The undersigned further authorizes Secured Party to retain possession of certificates representing such Membership Units and to take any other actions necessary to perfect the security interest granted herein. 



	 


	
Dated:              , 200   .
	
 
	
 
	
 
	
 

	
OBLIGOR/DEBTOR:
	
 
	
JOINT OBLIGOR/DEBTOR:

	


 
	
 
	
 

	




	
 
	





	Printed or Typed Name of Joint Obligor	
 
	Printed or Typed Name of  Obligor
	 	
 
	
	 	
 
	
	
By:
	





(Signature)	


 
	
By:
	





(Signature)


	 	
 
	
	




Officer Title if Obligor is an Entity

	


 
	
 

	







 
	


 
	
 

	




Address of Obligor

	


 
	
 

						


	 


	 	7	 


	 


	





	
MEMBER SIGNATURE PAGE



	
 



	
ADDENDA



	
TO THE



	
GOLDEN GRAIN ENERGY, L.L.C.



	
AMENDED AND RESTATED OPERATING AGREEMENT 



	
 



	
 



	
            The undersigned does hereby represent and warrant that the undersigned, as a condition to becoming a Member in Golden Grain Energy, L.L.C. (the "Company"), has received a copy of the Amended and Restated Operating Agreement, dated August 21, 2002, and, if applicable, all amendments and modifications thereto, and does hereby agree that the undersigned, along with the other parties to the Amended and Restated Operating Agreement, shall be subject to and comply with all terms and conditions of said Amended and Restated Operating Agreement in all respects as if the undersigned had executed said Amended and Restated Operating Agreement on the original date thereof and that the undersigned is and shall be bound by all of the provisions of said Agreement from and after the date of execution hereof.



	
 



	Individuals:	Entities:


	
 



	___________________________________________	___________________________________________


	        Name of Individual Subscriber (Please Print)	        Name of Entity (Please Print)


	
 



	___________________________________________	___________________________________________


	        Signature of Individual	        Print Name and Title of Officer


	
 



	___________________________________________	___________________________________________


	        Name of Joint Individual Subscriber (Please Print)	        Signature of Officer


	
 



	___________________________________________


	
        Signature of Joint Individual Subscriber 



	
 



	
 



	
Agreed and accepted on behalf of the



	
Company and its Members:



	
 



	
GOLDEN GRAIN ENERGY, L.L.C.



	
 



	
 



	
By: _________________________________________



	
 



	
 



	
Its: _________________________________________