EXHIBIT 4.1


                      RESOLUTION OF THE BOARD OF DIRECTORS
                                       OF
                        CENEX HARVEST STATES COOPERATIVES


WHEREAS, on January 7, 2003 the Board of Directors of Cenex Harvest States
Cooperatives adopted an Amended and Restated Resolution Creating a Series of
Preferred Equity to be Designated 8% Cumulative Redeemable Preferred Stock (the
"Preferred Stock Resolution"); and

WHEREAS, effective January 15, 2003, the Board of Directors amended the
Preferred Stock Resolution with respect to Payment of Dividends; and

WHEREAS, the Board of Directors desires to further amend the Preferred Stock
Resolution with respect to the record date for Payment of Dividends.

NOW, THEREFORE, BE IT RESOLVED, That Section 3(a) of the Preferred Stock
Resolution be and hereby is amended to read as follows:

         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) the closing date of the first issuance and sale
of shares of Preferred Stock 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 ten
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.


Adopted: 04/09/03