EXHIBIT 10.1


                      RESOLUTION OF THE BOARD OF DIRECTORS
                                       OF
                        CENEX HARVEST STATES COOPERATIVES


WHEREAS, at the time of issuance, Oilseed Processing & Refining Equity
Participation Units (EPUs) were based on a normal crush of 30,500,000 bushels;
and

WHEREAS, since the date of issuance, actual annual crush has expanded and is
projected to be 38,100,000 bushels in the fiscal year ending August 31, 2001;
and

WHEREAS, the cost for this expanded crush volume has been and will be charged to
all bushels crushed, including the EPU bushels; and

WHEREAS, the Board has the discretion, but not the obligation, to issue
additional EPUs and, given all of the circumstances, this Board has determined
that it is in the best interest of this Company and the Oilseed Processing &
Refining Defined Members to issue additional EPUs.

NOW, THEREFORE, BE IT RESOLVED, That the Company will issue, at no charge, to
each Defined Member of the Oilseed Processing & Refining Defined Business Unit
an additional 1/4 EPU (which would include delivery rights of 1/4 bushel) for
each EPU held.

RESOLVED FURTHER, That Management of this Association be and it hereby is
authorized to take all action and execute and deliver all documents, agreements,
certificates, instruments and writings necessary or appropriate to carry out the
foregoing resolution.







Adopted: 8/9/00