**EXHIBIT 10.11**
**TRUST AGREEMENT**
This Agreement is made, as of the date set forth below, by and between CenexHarvest States Cooperatives (the “Employer”) and The Capital Trust Company ofDelaware, a trust company incorporated under the Laws of Delaware (the“Trustee”).
**WHEREAS,**the Employer has adopted the Cenex Harvest States Cooperatives KeyEmployee Share Option Plan (the “Plan”); and
**WHEREAS**, the Employer has incurred or expects to incur liability under theterms of the Plan with respect to the individuals participating in the Plan;and
**WHEREAS**, the Employer wishes to establish a trust (the “Trust”) and tocontribute to the Trust assets that shall be held therein, subject to theclaims of the Employer’s Insolvency, as herein defined, until options areexercised by Plan participants and their beneficiaries in such manner and atsuch times as specified in the Plan; and
**WHEREAS**, it is the intention of the parties that this Trust shall constitute anunfunded arrangement; and
**WHEREAS**, it is the intention of the Employer to make contributions to the Trustto provide itself with a source of funds to assist it in the meeting of itsliabilities under the Plan;
**NOW, THEREFORE**, the parties hereto do hereby establish the Trust and agree thatthe Trust shall be comprised, held and disposed of as follows:
**ARTICLE 1. ESTABLISHMENT OF TRUST**
1.1 The Employer shall make an initial contribution to the Trust of money andother property (acceptable to the Trustee), which shall become theprincipal of the Trust to be held, administered and disposed of by theTrustee as provided in this Trust Agreement. All such money and otherproperty (acceptable to the Trust), all investments and reinvestments madetherewith or proceeds thereof and all earnings and profits thereon, lessall payments and charges as authorized herein, are hereafter referred toas the “Trust Fund”. The Trustee may use a general disbursement accountfor distributions from the Trust Fund without incurring any liability forthe payment of interest thereon, notwithstanding the Trustee’s receipt ofcredit or interest in respect of funds held in such distribution account. 1.2 The Trust hereby established shall be irrevocable. 1.3 The Trust is intended to be a grantor trust, of which Employer is thegrantor, within the meaning of subpart E, part I, subchapter J, chapter 1,subtitle A of the Internal Revenue Code of 1986, as amended, and shall beconstrued accordingly.
 

 

1.4 The Trust Fund shall be held separate and apart from other funds of theEmployer and shall be used exclusively for the uses and purposes of Planparticipants and general creditors as herein set forth. Plan participantsand their beneficiaries shall have no preferred claim on, or anybeneficial ownership interest in, any assets of the Trust. Any rightscreated under the Plan and this Trust Agreement shall be mere unsecuredcontractual rights of Plan participants and their beneficiaries againstthe Employer. Any assets held by the Trust will be subject to the claimsof the Employer’s general creditors under federal and state law in theevent the Employee is Insolvent, as defined in Section 3.1 herein. 1.5 The Employer, in its sole discretion, may at any time or from time totime make additional deposits of cash or other property (acceptable to theTrustee) in trust with the Trustee to augment the principal to be held,administered and disposed of by the Trustee as provided in this TrustAgreement. Neither the Trustee nor any plan participant or beneficiaryshall have any right to compel such additional deposits. 1.6 The Trustee accepts the Trust established under this Trust Agreement onthe terms and subject to the provisions set forth herein.
**ARTICLE 2. PAYMENTS UPON EXERCISE OF OPTION AGREEMENTS**
2.1 The Employer shall grant to each Plan participant an option to purchasesecurities pursuant to the terms and conditions of an option agreement byand between the Employer and the Plan participant (the “OptionAgreement”). Upon execution of an Option Agreement, the Employer shalldeliver to the Trustee written instructions (the “Option Instructions”)that provide a formula or other instructions acceptable to the Trusteefor determining the amounts payable under the terms of the OptionAgreement. Except as otherwise provided herein, the Trustee shall makepayments from the Trust in accordance with such Options Instructions. TheEmployer shall make provision for the reporting and withholding of anyfederal, state, or local taxes that may be required to be withheld byreason of the operation of the Plan and shall make provisions for thepayment of amounts withheld to the appropriate taxing authorities. 2.2 The entitlement of a Plan participant or his or her beneficiaries torights under the Plan shall be determined by the Employer or such party asthe Employer shall designate under the Plan, and any claim for such rightsshall be considered and reviewed under the procedures set out in the Plan. 2.3 The Trustee, in accordance with the Option Instructions, shall liquidatethe securities or other investments underlying the applicable OptionAgreement in an amount equal to the amount of options to be exercisedunder the Option
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  Agreement and make payments as directed by the Employer (“Option Agreement Payments”). In addition, if theTrust Fund is not sufficient to make payments due in accordance with the termsof the Plan, the Employer shall make the balance of each such payment as itfalls due. The Trustee shall notify the Employer when the Trust Fund’sprincipal and earnings, net of authorized payments and charges, are notsufficient. **ARTICLE 3. THE TRUSTEE’S RESPONSIBILITY REGARDING PAYMENTS****TO TRUST BENEFICIARY WHEN EMPLOYER IS INSOLVENT**
3.1 The Trustee shall cease Option Agreement Payments if the Employer isinsolvent. The Employer shall be considered “Insolvent” for purposes ofthis Trust Agreement if (i) the Employer is unable to pay its debts asthey become due, or (ii) the Employer is subject to a pending proceedingas a debtor under the United States Bankruptcy Code. 3.2 At all times during the continuance of this Trust, as provided in Section1. 4 hereof, the Trust Fund shall be subject to claims of generalcreditors of the Employer under federal and state law as set forth below:
 3.2.1. The Board of Directors and the Chief Executive Officer of theEmployer shall have the duty to inform the Trustee as soon aspossible after it has been determined that the Employer isInsolvent. If a person claiming to be a creditor of Employeralleges in writing to the Trustee that the Employer has becomeInsolvent, the Trustee shall, upon reasonable investigation,determine whether the Employer is Insolvent and, upon suchdetermination, discontinue the Option Agreement Payments.  3.2.2. Unless the Trustee has actual knowledge of the Employer’sInsolvency, or has received notice from the Employer or a personclaiming to be a creditor alleging that the Employer is Insolvent,the Trustee shall have no duty to inquire whether the Employer isInsolvent. The Trustee may in all events rely on such evidenceconcerning the Employer’s solvency as may be furnished to theTrustee and that provides the Trustee with a reasonable basis formaking a determination concerning the Employer’s solvency.  3.2.3. If at any time the Trustee has determined that the Employer isInsolvent, and the Trustee has discontinued Option AgreementPayments, the Trustee shall hold the assets of the Trust for thebenefit of the Employer’s general creditors. Under suchcircumstances, the Trustee shall suspend Trust Fund payments andshall pay the assets held in the Trust Fund only as a court ofcompetent jurisdiction shall direct to satisfy claims of generalcreditors of the Employer. Nothing in this Trust Agreement shall inany way diminish
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   any rights of Plan participants or their beneficiaries to pursue their rights asgeneral creditors of the Employer with respect to benefits dueunder the Plan or otherwise.  3.2.4. The Trustee shall resume Option Agreement Payments in accordancewith Section 2 of this Trust Agreement only after the Trustee hasdetermined that the Employer is not Insolvent (or is no longerInsolvent).  3.2.5. Provided that there are sufficient Trust assets, if the Trusteediscontinues Option Agreement Payments from the Trust pursuant toSection 3.2 hereof and subsequently resumes such payments, the firstpayment following such discontinuance shall include the aggregateamount of all Option Agreement Payments due to Plan participants ortheir beneficiaries under the terms of the Plan for the period ofsuch discontinuance, less the aggregate amount of any payments madeto Plan participants or their beneficiaries by the Employer in lieuof Option Agreement Payments provided for hereunder during any suchperiod of discontinuance.
**ARTICLE 4. PAYMENTS TO EMPLOYER**
4.1 Except as provided in Article 3 or Section 11.2 herein, after the Trusthas become irrevocable, the Employer shall have no right or power todirect the Trustee to return to the Employer or to divert to others any ofthe Trust assets before all Option Agreement Payments have been madepursuant to the terms of the Plan.
**ARTICLE 5. INVESTMENT AUTHORITY**
5.1 In no event may the Trustee invest in securities (including stock orrights to acquire stock) or obligations directly issued by the Employer,other than a *de minimis*amount held in common investment vehicles in whichthe Trustee invests. All rights associated with assets of the Trust shallbe exercised by the Trustee or the person designated under the Plan, andshall in no event be exercisable by or rest with Plan participants. 5.2 The Employer shall have the responsibility for establishing and carryingout a funding policy and method, consistent with the objectives of thePlan, taking into consideration the Plan’s short-term and long-termfinancial needs. The Trustee’s responsibility for investment anddiversification of the assets in the Trust shall be subject to, and islimited by, the investment instructions issued to it by the Employer (or acommittee appointed by the Employer) in accordance with its fundingpolicy. It is understood that, unless otherwise agreed in writing, theEmployer, rather than the Trustee, shall be responsible for the overallinvestment of Trust assets.
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5.3 The Trustee shall invest and reinvest the Trust Fund assets only to theextent and in the manner directed by the Employer (or a committeeappointed by the Employer) and confirmed in writing. Communication of anysuch direction to the Trustee shall be in a manner acceptable to theTrustee and shall conclusively be deemed an authorization to the Trustee’sdesignee or broker-dealer to implement the direction even though comingfrom a person other than the Trustee. Neither the Trustee nor any otherperson shall have liability for following such directions improperly orfailing to act in the absence of any such directions. The Trustee shallhave no liability for the acts or omissions of the Employer directing theinvestment or reinvestment of Trust Fund assets. Neither shall theTrustee have any duty or obligation to review any such investment or otherdirection, act, or omission, or except upon receipt of a proper direction,to invest or otherwise manage any asset of the Trust Fund which is subjectto the control to the Employer. 5.4 At the direction of the person authorized to direct such action asreferred to in Section 5, the Trustee or the Trustee’s designee or abroker-dealer referred to in Section 5.3, is authorized and empowered:
 (a) To invest and reinvest the Trust Fund, together with theincome therefrom, in shares of regulated investment companies,including those advised, managed or offered by the Trustee, or anaffiliate of the Trustee.  (b) To sell, exchange, convey, transfer, or otherwise dispose ofany property held in the Trust Fund, by private contract or atpublic auction. No person dealing with the Trustee shall be boundto see to the application of the purchase money or other propertydelivered to the Trustee or to inquire into the validity,expediency, or propriety of any such sale or other disposition.  (c) To cause any securities or other property held as part of theTrust Fund to be registered in the Trustee’s own name, in the nameof one or more of its nominees or to be held in bearer form, but thebooks and records of the Trustee shall at all times show that allsuch investments are part of the Trust.  (d) To keep that portion of the Trust in cash or cash balances asthe Employer may, from time to time, direct.  (e) To make, execute, acknowledge and deliver any and alldocuments of transfer or conveyance and to carry out the powersherein granted.  (f) To consent to or participate in any plans for thereorganization, recapitalization, consolidation or merger, or saleor lease of assets of any
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   corporation, any security of which is heldin the Trust, and to pay any and all costs and assessments imposedupon the owners of such securities as a condition of their participation therein, and to consent to any contract, lease,mortgage, purchase or sale of property, by or between suchcorporation and any other corporation or person.  (g) To grant options to purchase any property.  (h) To foreclose any obligation by judicial proceedings orotherwise.  (i) To disclose any information concerning the existence,condition, management and administration of the assets of the TrustFund as may be required by law or as may be necessary to prepare anyreports required by law.  (j) To lend, through a common, collective or investment fund, anysecurities held in such fund to brokers, dealers or other borrowersand to permit the loaned securities to be transferred into the nameand custody and be voted by the borrower or others.  (k) To retain any assets in the Trust Fund for such period oftime as the Trustee deems appropriate.  (l) To vote, either in person or by general or limited proxy, orrefrain from voting, any corporate securities for any purpose; toexercise or dispose of any conversion privilege or subscriptionright which the Trustee may have as a holder of any security orotherwise.  (m) To deposit any security in any voting trust or under anypooling agreement or with any protective or reorganizationcommittee, or with depositories designated by such trust, agreement,or committee, and to delegate such power and authority with relationthereto as the Trustee may deem proper, and to agree to pay and topay out of the Trust Fund such portion of the expenses andcompensation of such trust, agreement, or committee as the Trusteemay deem proper.  (n) To execute and deliver any general or specific proxies orpowers of attorney, with or without power of substitution, to suchperson or persons as the Trustee may deem proper, granting to suchpersons and authority with relation any property or securities atany time held in the Trust Fund as the Trustee may deem proper.  (o) To borrow money from any source with or without givingsecurity, and to encumber the Trust Fund by mortgage, deed of trust,pledge, or otherwise.
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 (p) To renew or extend the time of payments of any obligation dueor becoming due.  (q) To settle, compromise, or submit to arbitration any claims,debts, or damages due to or arising from the Trust Fund; to commenceor defend suits or legal or administrative proceedings; to representthe Trust in all suits and legal and administrative hearings; and topay all reasonable expenses and arising from any such action fromthe Trust Fund, if not paid by the Employer.  (r) To employ legal, accounting, clerical, and other assistance,including counsel to the Employer, as may be required in carryingout the provisions of this Trust Agreement and, pay their reasonableexpenses and compensation from the Trust Fund if not paid by theEmployer.  (s) To do all other acts, although not specifically mentionedherein, as the Trustee may deem necessary to carry out any of theforegoing powers and purposes of this Trust Agreement.
**ARTICLE 6. DISPOSITION OF INCOME**
6.1 During the term of this Trust, all income received by the Trust, net ofexpenses and taxes, shall be accumulated and reinvested in the Trust.
**ARTICLE 7. ACCOUNTING BY THE TRUSTEE**
7.1 The Trustee shall keep accurate and detailed records of all investments,receipts, disbursements, and all other transactions required to be made,including such specific records as shall be agreed upon in writing betweenthe Employer and the Trustee. Within one hundred twenty (120) daysfollowing the close of each calendar year and one hundred twenty (120)days after the removal or resignation of the Trustee, the Trustee shalldeliver to the Employer a written account of its administration of theTrust during such year or during the period from the close of the lastpreceding year to the date of such removal or resignation, setting forthall investments, receipts, disbursements and other transactions effectedby it, including a description of all securities and investments purchasedand sold with the cost or net proceeds of such purchases or sales (accruedinterest paid or receivable being shown separately), and showing all cash,securities and other property held in the Trust at the end of such year oras of the date of such removal or resignation, as the case may be.
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**ARTICLE 8. COMPENSATION, EXPENSES AND TAXES**
8.1 The Employer shall pay all administrative and Trustee’s fees andexpenses. To the extent the Employer does not pay such fees within sixty(60) days of presentation of the Trustee’s statement, such fees shall becharged against and paid from the Trust Fund. The Trustee is specificallyauthorized, upon direction of the Employer, to sell such Trust Fund assetsas are necessary to pay all amounts due under this Article 8. 8.2 The Employer will from time to time pay all reasonable expenses incurredby the Trustee in the performance of its duties under this TrustAgreement, including brokerage commissions. To the extent that any suchexpenses are not paid by the Employer, the Trustee shall, upon notice fromthe Employer, pay such expenses out of the Trust Fund. 8.3 The Employer will from time to time pay taxes of any and all kinds whichare lawfully levied or assessed upon or become payable in respect of theTrust Fund, the income or any property forming a part thereof, or anysecurity transaction pertaining thereto. To the extent that any taxeslawfully levied or assessed upon the Trust Fund are not paid by theEmployer, the Trustee is authorized to deduct from and charge against theTrust Fund any taxes or assessments by any lawful taxing or governmentalauthority, including interest and penalties with respect thereof, whichmay be imposed upon the Trust Fund or any account or the income thereof,or which the Trustee is required to pay with respect to the interest ofany person therein, under existing or future laws. The Trustee shall havefull power to pay any such tax or assessment, in the case of an individualaccount plan, only out of any money or other property in the account ofthe person whose interest is liable therefore, provided that at leastfifteen (15) days prior to making such payment the Trustee shall givenotice to the Employer of its intention to make such payment. Untilpaid, such taxes shall be a lien against the Trust Fund. In addition,upon written notice of the Employer, the Trustee shall pay any such taxesor assessments, including amounts due as employment or payroll taxes, onlyin the amounts and at the times specified in writing by the Employer foreach participant. The Trustee shall, at the direction of the Employer andat the Employer’s expense, contest the validity of such taxes in anymanner deemed appropriate by the Employer or its counsel or the Employermay itself contest the validity of any such taxes.
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**ARTICLE 9. RESPONSIBILITY OF THE TRUSTEE**
9.1 The Trustee shall act with the care, skill, prudence and diligence underthe circumstances then prevailing that a prudent person acting in likecapacity and familiar with such matters would use in the conduct of anenterprise of a like character and with like aims, provided, however, thatthe Trustee shall incur no liability to any person for any action takenpursuant to a direction, request, or approval given by the Employer whichis contemplated by, and in conformity, with the terms of the Plan or thisTrust and is given in writing by the Employer and, provided further, thatthe Trustee shall incur no liability to any persons for any actions orfailure to act incident to a determination of Insolvency. 9.2 If the Trustee undertakes or defends any litigation arising in connectionwith this Trust, the Employer agrees to indemnify the Trustee against theTrustee’s costs, expenses and liabilities (including, without limitation,attorneys’ fees and expenses) relating thereto and to be primarily liablefor such payments. If the Employer does not pay such costs, expenses andliabilities in a reasonably timely manner, the Trustee may obtain paymentfrom the Trust. 9.3 The Trustee may consult with legal counsel (who may also be counsel forthe Employer or the Trustee generally) with respect to any of its dutiesor obligations. 9.4 hereunder and shall have no liability for any action or failure to act inreliance upon such legal counsel. 9.5 The Trustee may hire agents, accountants, actuaries, investment advisors,financial consultants, or other professionals to assist it in performingany of its duties or obligations hereunder. 9.6 The Trustee shall have, without exclusion, all powers conferred ontrustees by applicable law as set forth in Section 12.4 of thisAgreement, unless expressly provided otherwise herein, or expresslyprovided otherwise in the Plan; provided, however, that if an insurancepolicy is held as an asset of the Trust, the Trustee shall not have powerto name a beneficiary of the policy other than the Trust, to assign thepolicy (as distinct from conversion of the policy to a different form)other than to a successor trustee, or to loan to any person the proceedsof any borrowing against such policy. 9.7 Notwithstanding any powers granted to the Trustee pursuant to this TrustAgreement or by applicable law, the Trustee shall not have any power thatcould give this Trust the objective of carrying on a business and dividingthe gains therefrom, within the meaning of section 301.7701-2 of theProcedure and Administrative Regulations promulgated pursuant to theInternal Revenue Code.
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9.8 The Employer hereby indemnifies the Trustee against, and shall hold theTrustee harmless from, any and all loss, claim, liability, and expense,including reasonable attorney fees, imposed upon the Trustee or incurredby the Trustee as a result of any acts taken, or any failure to act, inaccordance with directions from the Employer (or the committee appointedby the Employer) or by reason of the Trustee’s good faith execution of itsduties with respect to the Trust, including, but not limited to, itsholding of assets of the Trust as provided for in Article I, theEmployer’s obligations in the foregoing regard to be satisfied promptly onrequest by the Trustee, provided that in the event that the loss, claim,liability or expense involved is determined by a no longer appealablefinal judgement entered in a lawsuit or proceeding to have resulted fromthe negligence or willful misconduct of the Trustee, the Trustee, shallpromptly thereafter return to the Employer any amount previously receivedby the Trustee under this Article with respect to such loss, claimliability or expense.
**ARTICLE 10. RESIGNATION AND REMOVAL OF THE TRUSTEE**
10.1 The Trustee may resign at any time by written notice to the Employer,which shall be effective thirty (30) days after receipt of such noticeunless the Employer and the Trustee agree otherwise. 10.2 The Trustee may be removed by the Employer on thirty (30) days notice orupon shorter notice accepted by the Trustee. 10.3 In the event of such removal or resignation, the Trustee shall duly filewith the Employer a written accounting for the period since the lastprevious annual accounting, listing the Trust Fund investments and anyuninvested cash balance thereof, and setting forth receipts,disbursements, distributions and other transactions respecting the Trustnot included in any previous accounting, and if written objections to suchaccounting are not filed within ninety (90) days, the Trustee shall tothe maximum extent permitted by applicable law be released and dischargedfrom all liability and accountability with respect to the propriety of itsacts and transactions shown in such accounting. 10.4 Within sixty (60) days after any such notice of removal or resignation ofthe Trustee, the Employer shall designate a successor trustee qualified toact hereunder. Upon the failure of the Employer to appoint a successortrustee by the effective day of the resignation or removal, the Trusteemay apply to any court of competent jurisdiction for the appointment of asuccessor. Each such successor trustee, during such period as it shallact as such, shall have the powers and duties herein conferred on anindividual trustee, and the word “Trustee” wherever used herein, exceptwhere the context otherwise requires, shall be deemed to include anysuccessor trustee. Upon designation of a successor trustee and deliveryto the
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  resigned or removed Trustee of written acceptance by the successor trustee of such designation, suchresigned or removed Trustee shall promptly assign, transfer, deliver andpay over to such successor trustee; in conformity with the requirementsof applicable law, the funds and properties in its control or possessionthen constituting the Trust after deducting therefrom such amounts as theTrustee deems necessary to provide for expenses, taxes, fees, or otheramounts due to or by the Trustee pursuant to Article 8 hereof not paidby the Employer prior to such assignment, transfer, delivery, or payment. 10.5 If the Trustee resigns or is removed in accordance with Section 10.1 or10.2 hereof, the Employer may appoint any third party, such as a banktrust department or other party that may be granted corporate trusteepowers under state law, as a successor to replace the Trustee uponresignation or removal. The appointment shall be effective when acceptedin writing by the new Trustee, who shall have all of the rights and powersof the former Trustee, including ownership rights in the Trust assets.The former Trustee shall execute any instrument necessary or reasonablyrequested by the Employer or the successor Trustee to evidence thetransfer. 10.6 The successor trustee need not examine the records and acts of any priorTrustee and may retain or dispose of existing Trust assets, subject toSections 10.3 and Article 8 hereof. The successor trustee shall not beresponsible for and the Employer shall indemnify and defend the successortrustee from any claim or liability resulting from any action or inactionof any prior Trustee or from any other past event, or any conditionexisting at the time it becomes successor Trustee.
**ARTICLE 11. AMENDMENT OR TERMINATION**
11.1 This Trust Agreement may be amended by a written instrument executed bythe Trustee and the Employer. Notwithstanding the foregoing, no suchamendment shall conflict with the terms of the Plan or shall make theTrust revocable. 11.2 No part of the Trust Fund assets or income shall be paid to the Employeror be used for any purpose other than for the exclusive purpose ofproviding benefits to Participants prior to the satisfaction of allliabilities of the Plan; provided, however, that nothing in this Sectionshall be deemed to limit or otherwise prevent the payment from the TrustFund of expenses, taxes and other charges as provided in Article 8. 11.3 The Trust shall not terminate until the date on which Plan participantsand their beneficiaries are no longer entitled to benefits pursuant to theterms of the Plan. Upon termination of the Trust any assets remaining inthe Trust shall be returned to the Employer.
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**ARTICLE 12. MISCELLANEOUS**
12.1 Any provision of this Trust Agreement prohibited by law shall beineffective to the extent of any such prohibition, without invalidatingthe remaining provisions hereof. 12.2 Rights to Option Agreement Payments under this Trust Agreement may not beanticipated, assigned (either at law or in equity), alienated, pledged,encumbered or subjected to attachment, garnishment, levy, execution orother legal or equitable process except in accordance with the terms ofthe Plan. 12.3 The Employer shall provide the Trustee with a copy of the Plan documentand a copy of any amendments to the Plan as soon as administrativelypossible following the adoption thereof. 12.4 This Trust Agreement shall be governed by and construed in accordancewith the laws of the State of Delaware, without regard to conflict of lawsprinciples. 12.5 No party to this Trust Agreement shall be liable to any other party forconsequential damages under any provision of this Trust Agreement or forany consequential damages arising out of any act or failure to acthereunder. 12.6 Nothing contained in this Trust Agreement shall be construed as deprivingthe Trustee of the right to a judicial settlement of the Trustee’saccounts, and upon any proceeding for a judicial settlement of theTrustee’s accounts or for instructions, the only necessary party inaddition to the Trustee shall be the Employer. 12.7 Nothing in this Trust Agreement shall cause the parties hereto to beconsidered to enter into a partnership or joint venture. 12.8 This Trust Agreement may be signed in counterparts.
**ARTICLE 13. EFFECTIVE DATE**
13.1 The effective date of this Trust Agreement shall be June 26, 2001.
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**IN WITNESS WHEREOF,**the Employer and the Trustee have caused this Trust to beexecuted on the dates set forth below.   **CENEX HARVEST STATES COOPERATIVES**  By:s/David A. Kastelic    Print Name: David A. Kastelic    Title: Vice President & General Counsel    Date: June 27, 2001    **THE CAPITAL TRUST COMPANY**  **OF DELAWARE, INC.**  By: s/Bridget A. Vargo    Print Name: Bridget A. Vargo    Title: AVP, Trust Marketing Officer    Date: June 27, 2001  
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