EXHIBIT 10.2



                                 THIRD AMENDMENT
                                       TO

                                CREDIT AGREEMENT
                                   (TERM LOAN)

         THIS THIRD AMENDMENT TO CREDIT AGREEMENT (Term Loan) ("AMENDMENT
AGREEMENT") is made May 23, 2001, to be effective as of the Effective Date ,by
and among Cenex Harvest States Cooperatives, a Minnesota cooperative corporation
("BORROWER"), CoBank, ACB ("COBANK") as Lead Arranger, and as the Administrative
Agent for the benefit of the present and future Syndication Parties (in that
capacity "ADMINISTRATIVE AGENT"), and the Syndication Parties signatory hereto,
including CoBank in such capacity (each a "SYNDICATION PARTY" and collectively,
the "SYNDICATION PARTIES").

                                    RECITALS

         A. Borrower, CoBank, St. Paul Bank for Cooperatives ("ST. PAUL BANK"),
and the Syndication Parties entered into a Credit Agreement (Term Loan) (as
amended, the "CREDIT AGREEMENT") dated as of June 1, 1998.

         B. The Credit Agreement was amended by the First Amendment to Credit
Agreement (Term Loan) effective as of May 31, 1999 ("FIRST AMENDMENT") and by
the Second Amendment to Credit Agreement (Term Loan) effective as of May 23,
2000 ("SECOND AMENDMENT").

         C. CoBank is the successor by merger to the interests and obligations
of St. Paul Bank under the Credit Agreement.

         D. The parties hereto desire to amend the Credit Agreement as
hereinafter set forth.

         NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, including the mutual promises and agreements
contained herein, the parties hereto hereby agree as follows:

1. DEFINITIONS. Capitalized terms used herein without definition shall have the
definition given to them in the Credit Agreement if defined therein.

2. AMENDMENTS TO CREDIT AGREEMENT. The parties hereto agree that the Credit
Agreement shall be amended as follows as of the Effective Date:


         2.1      Section 10.4 is amended in its entirety to read as follows:

                  10.4 SALE OF ASSETS. Borrower shall not (nor shall it permit
                  any of its Restricted


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                  Subsidiaries to) sell, convey, assign, lease or otherwise
                  transfer or dispose of, voluntarily, by operation of law or
                  otherwise, any material part of its now owned or hereafter
                  acquired assets during any twelve (12) month period commencing
                  June 1, 1998 and each June 1 thereafter through June 30, 2000,
                  and, thereafter, during any twelve (12) month period
                  commencing September 1, 2000 and each September 1 thereafter,
                  except: (a) the sale of inventory, equipment and fixtures
                  disposed of in the ordinary course of business, (b) the sale
                  or other disposition of assets no longer necessary or useful
                  for the conduct of its business, and (c) leases of assets to
                  an entity in which Borrower has at least a fifty-percent (50%)
                  interest in ownership, profits, and governance. For purposes
                  of this Section, "material part" shall mean ten percent (10%)
                  or more of the lesser of the book value or the market value of
                  the assets of Borrower or such Restricted Subsidiary as shown
                  on the balance sheets thereof as of the May 31 or August 31,
                  as applicable, immediately preceding each such twelve (12)
                  month measurement period.


         2.2      Section 10.6 is amended in its entirety to read as follows:

                  10.6 LOANS. Borrower shall not (nor shall it permit any of its
                  Restricted Subsidiaries to) lend or advance money, credit, or
                  property to any Person, except for (a) loans to Restricted
                  Subsidiaries, (b) trade credit extended in the ordinary course
                  of business, (c) loans made by Borrower to its members on open
                  account maintained by such members with Borrower or made by
                  Borrower to its members pursuant to its Affiliate Financing
                  CoBank Participation Program; provided that the aggregate
                  principal amount of all such loans outstanding at any time
                  shall not exceed $150,000,000, and (d) loans made by Fin-Ag,
                  Inc. to agricultural producers, provided that (i) the
                  aggregate outstanding principal amount of all such loans at
                  any time shall not exceed $125,000,000.00, (ii) at all times
                  prior December 1, 2001, the aggregate outstanding principal
                  amount of all such loans retained by Fin-Ag, Inc. shall not
                  exceed $38,000,000.00, and (iii) at all times on and after
                  December 1, 2001, the aggregate outstanding principal amount
                  of all such loans retained by Fin-Ag, Inc. shall not exceed
                  $25,000,000.00.


         2.3      Clauses (f), (h), and (j) of Section 10.8 (and only those
clauses), are amended in their entirety to read as follows:

                  (f) Investments made prior to the Closing Date in Persons,
                  which are not Restricted Subsidiaries, identified on Exhibit
                  10.8(f) hereto;

                  (h) Investments (by Borrower) subsequent to May 31, 1998 and
                  prior to May 23, 2001 in the Persons identified, including the
                  book value of each such Investment, on Exhibit 10.8(h) hereto;

                  (j) Investments, in addition to those permitted by clauses (a)
                  through (i) above, in


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                  an aggregate amount not exceeding $91,011,352.00.


         2.4      Subsection 14.4.2 is amended in its entirety to read as
follows

                          14.4.2 ADMINISTRATIVE AGENT:

                          CoBank, ACB
                          5500 South Quebec Street
                          Greenwood Village, Colorado 80111
                          FAX: (303) 694-5830
                          Attention:  Administrative Agent

         2.5      Exhibit 1.93 is replaced by Exhibit 1.93 hereto.

3.      BORROWER'S REPRESENTATIONS. Borrower hereby represents and warrants
that, after giving effect to this Amendment Agreement and the transactions
contemplated hereby, no Potential Default or Event of Default has occurred and
is continuing under the Credit Agreement or other Loan Documents.

4.      EFFECTIVE DATE. This Amendment Agreement shall become effective on May
23, 2001 ("EFFECTIVE DATE"), so long as on or before that date the
Administrative Agent receives (a) an original copy of this Amendment Agreement
(or original counterparts thereof) duly executed by each party hereto, (b) a
copy of a resolution of Borrower's board of directors, certified to by
Borrower's corporate secretary, which authorizes execution of this Amendment
Agreement; and (c) payment by wire transfer of each of the costs, expenses
described in Section 6 hereof. Upon the satisfaction of all conditions precedent
hereto, the Administrative Agent will notify each party hereto in writing and
will provide copies of all appropriate documentation in connection herewith.

5.      COSTS; EXPENSES AND TAXES. Borrower agrees to reimburse the
Administrative Agent on demand for all out-of-pocket costs, expenses and charges
(including, without limitation, all fees and charges of external legal counsel
for the Administrative Agent) incurred by the Administrative Agent in connection
with the preparation, reproduction, execution and delivery of this Amendment
Agreement and any other instruments and documents to be delivered hereunder.

6.       GENERAL PROVISIONS.

         6.1 The Credit Agreement, except as expressly modified herein, shall
continue in full force and effect and be binding upon the parties thereto.

         6.2 Borrower agrees to execute such additional documents as the
Administrative Agent may require to carry out or evidence the purposes of this
Amendment Agreement.

         6.3 The execution, delivery and effectiveness of this Amendment
Agreement shall not


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operate as a waiver of any right, power or remedy of the Administrative Agent or
any Syndication Party under any of the Loan Documents, nor constitute a waiver
of any provision of any of the Loan Documents, and the Credit Agreement, as
expressly modified hereby, and each other Loan Document are hereby ratified and
confirmed and shall continue in full force and effect and be binding upon the
parties thereto. Any direct or indirect reference in the Loan Documents to the
"Credit Agreement" shall be deemed to be a reference to the Credit Agreement as
amended by this Amendment Agreement.

7.      GOVERNING LAW. This Amendment Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado.

8.      COUNTERPARTS. This Amendment Agreement may be executed in any number of
counterparts and by different parties to this Amendment Agreement in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Telefax copies of documents or signature pages bearing original signatures, and
executed documents or signature pages delivered by telefax, shall, in each such
instance, be deemed to be, and shall constitute and be treated as, an original
signed document or counterpart, as applicable.

                    [EXECUTION PAGES BEGIN ON THE NEXT PAGE].


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         IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to Credit Agreement (Term Loan) to be executed by their duly authorized officers
as of the Effective Date.

                                            BORROWER:

                                            CENEX HARVEST STATES COOPERATIVES, a
                                            cooperative corporation formed under
                                            the laws of the State of Minnesota


                                            By: ________________________________
                                            Name: John Schmitz
                                            Title: Chief Financial Officer



                                            ADMINISTRATIVE AGENT:

                                            COBANK, ACB


                                            By: ________________________________
                                            Name: Greg E. Somerhalder
                                            Title: Vice President



                                            SYNDICATION PARTY:

                                            COBANK, ACB


                                            By: ________________________________
                                            Name: Greg E. Somerhalder
                                            Title: Vice President


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