EXHIBIT 10.10A


                               AMENDMENT NO. 1 TO


                        CENEX HARVEST STATES COOPERATIVES


                                SHARE OPTION PLAN


     WHEREAS, the Cenex Harvest States Share Option Plan (the "Plan") was
adopted by Cenex Harvest States Cooperatives (the "Company") effective January
1, 1998 and was amended on August 31, 1998; and



     WHEREAS, pursuant to authorization of the Board of Directors of the
Company, the Company desires to amend the Plan as provided herein.



     NOW, THEREFORE, the Plan is amended, effective June 28, 2001, as follows.



         1. Section 2.15, defining "Market Price," is amended by adding the
following at the end thereof:

         In the case of a share of Stock of a private investment company
established by the Employer, the Market Price means the aggregate of the closing
prices of shares of common or preferred stock of a corporation listed on a
national securities exchange and the total net asset values of any mutual fund
shares, as determined above, which are owned by the private investment company.

         2. Section 2.21, defining "Stock," is amended and restated as follows:

              2.21 "Stock" means shares of common or preferred stock of a
corporation listed on a national securities exchange, shares of a regulated
investment company, or shares of a private investment company established by the
Employer, designated by the Committee as subject to purchase through the
exercise of an Option.

         3. Section 3.2 (d), "Effect of Dividends and Distributions with Respect
to Stock," is amended and restated as follows:

              (d) Effect of Dividends and Distributions with Respect to Stock.
The Employer agrees to reinvest all dividends and distributions:

                   (i) declared by a regulated investment company whose stock is
subject to an Option, or

                   (ii) realized with respect to the underlying investments of a
private investment company established by the Employer as well as capital gains
realized by such investment company, in additional property of the same kind (or
as nearly the same kind as feasible, if property of the same kind is not
available). Any property acquired (or deemed to be acquired) through
reinvestment will be added to the Stock by rounding to the nearest one
thousandth of a share and will be subject to the applicable Option, without any
adjustment to the Exercise Price.

         4. Section 3.5, "Stock to be Held in Trust," is amended and restated to
appear as follows:




              3.5 Stock May be Held in Trust. Upon the grant of an Option, the
Employer, in accordance with the Trust Agreement, may instruct the Trustee to
purchase a portion of the Stock underlying each Option Agreement as of the date
of the Option Agreement. The Trustee shall hold the securities in its own name
until the Plan Participant exercises the Option to purchase securities. The
Stock shall not be subject to any security interest, whether or not perfected,
or to any option or contract under which any other person may acquire any
interest in it, except as otherwise provided in the Trust Agreement.

         5. Section 3.6, "Substitution of Assets Held in Trust," is amended by
adding the following to the last sentence thereof: ", the six-month waiting
period to exercise the Option shall not be applicable, and any conditions of the
grant recited in the original Option pursuant to Section 3.4 shall be carried
over to the new Option."

         6. Section 6.4, "Indemnification of the Committee," is amended by
striking the following clause from the end of Subsection (c): "and is otherwise
reasonably acceptable to such member."



                                        CENEX HARVEST STATES COOPERATIVES



                                        By: /s/ John Schmitz
                                            ------------------------------------
                                            John Schmitz
                                            Executive Vice President and CFO


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