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Exhibit 10.15



EMPLOYMENT AGREEMENT



THIS AGREEMENT is made effective as of September 1, 2003 by and between
John D. Johnson (hereafter “Johnson”) and CHS, Inc., a Minnesota cooperative
corporation (together with all affiliates, the “Company”).



	1.	 	Employment



The Company hereby agrees to and does hereby employ Johnson as its Chief
Executive Officer, and Johnson hereby agrees to accept employment with
the Company as Chief Executive Officer, for the period set forth in
Paragraph 2 below (the period of employment) upon the other terms and
conditions set forth in this Agreement.



	2.	 	Period of Employment; Termination of Agreement



The period of employment shall commence on the date of this Agreement
and, subject to the provisions of Paragraphs 5 and 6 below, shall
continue for a rolling three (3) year period, provided that Johnson’s
employment may be earlier terminated by either party subject to the
rights and obligations of the parties set forth herein.



	3.	 	Performance



Throughout the period of employment, Johnson agrees to devote his full
time and attention during normal business hours to the business of the
Company, except for earned vacations and except for illness or
incapacity.



	4.	 	Compensation



	(a)	 	For all services to be rendered by Johnson in any capacity
during the period of employment, Johnson shall be paid as annual
compensation a base salary of at least $850,000. The Board will
annually review Johnson’s annual compensation and determine what is
appropriate for a cost of living increase, merit increase, and/or
increase in responsibilities or duties.



	(b)	 	During the term of his employment hereunder, Johnson shall be
compensated pursuant to the plan in effect on September 1, 2003 with
annual variable pay pursuant to the plan in effect during the term
of this agreement. In addition, Johnson shall be eligible for long
term variable pay.



	(c)	 	Johnson shall be entitled to receive all benefits set forth
in the Special Supplemental Executive Retirement Plan, effective the        day
of        , 2003 (the “Special SERP”) or any successor plan.
Johnson shall further be entitled to any additional employee
benefits separately made available to him from time to time by the
Board in its discretion.



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	(d)	 	The Company shall bear such ordinary and necessary business
expenses incurred by Johnson in performing his duties hereunder as
the Company determines from time to time, provided that Johnson
accounts promptly for such expenses to the Company in the manner
prescribed from time to time by the Company.



5. Termination with Severance Allowance


	(a)	 	Termination by the Company Not for Cause. In the event of
termination of the employment of Johnson by the Company during the
period of employment for any reason other than for cause, as
defined in paragraph 6(a), death or disability, the Company shall:



(i) pay Johnson a severance allowance in the amount of 2.99 times
the greater of



(A) his then-current base salary plus short-term and
long-term target bonus (“Target Bonus”), or



(B) the amount payable in base salary plus Target
Bonus for calendar year 2003;



(ii) provide a five-year enhancement to his retirement plan, except
that no such enhancement shall be provided if the termination
occurs after Johnson has attained the age of 60;



(iii) include the amount of the severance paid as salary or wages
for purposes of computing the pension cash balance and Special SERP
calculation;



(iv) bear the entire cost of Johnson’s COBRA family health
insurance coverage for one (1) year;



(v) continue his family health insurance thereafter up to age 65
(or any revised age for Medicare eligibility), upon Johnson’s
payment of the retiree premium rate, except for any period during
which Johnson is eligible for coverage, without any exclusions for
preexisting conditions, through another employee group plan; and



(vi) continue his existing executive perquisites for a period of
three (3) years.



Said severance allowance shall be in lieu of all other severance payable
to Johnson under Company severance policies.



	(b)	 	Termination by Johnson in the event of Consolidation. In the event of a
full consolidation of the Company’s business with the business of any
other entity, if Johnson is not offered the position of Chief Executive
Officer of the combined entity, this may be deemed at Johnson’s option to
be an event of termination without cause. In that event, the Company
shall:



(i) pay Johnson a severance allowance in the amount of 2.99 times
the greater of



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(A) his then-current base salary plus Target Bonus, or



(B) the amount payable in base salary plus Target Bonus
for calendar year 2003;



(ii) provide a five-year enhancement to his retirement plan, except
that no such enhancement shall be provided if the termination
occurs after Johnson has attained the age of 60;



(iii) include the amount of the severance paid as salary or wages
for purposes of computing the pension cash balance and Special SERP
calculation;



(iv) bear the entire cost of Johnson’s COBRA family health
insurance coverage for one (1) year;



(v) continue his family health insurance thereafter up to age 65
(or any revised age for Medicare eligibility), upon Johnson’s
payment of the retiree premium rate, except for any period during
which Johnson is eligible for coverage, without any exclusions for
preexisting conditions, through another employee group plan; and



(vi) continue his existing executive perquisites for a period of
three (3) years.



Said severance allowance shall be in lieu of all other severance payable
to Johnson under Company severance policies.



(c) Additional Payments. In the event that Johnson becomes entitled to
payments under paragraph 5(a) or 5(b) of this Agreement, the Company
shall cause its independent auditors promptly to review, at the Company’s
sole expense, the applicability of Section 4999 of the Code to such
payments. If such auditors shall determine that any payment or
distribution of any type by the Company to Johnson or for his benefit,
whether paid or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise (the “Total Payments”), would be
subject to the excise tax imposed by Section 4999 of the Code, or any
interest or penalties with respect to such excise tax (such excise tax,
together with any such interest and penalties, are collectively referred
to as the “Excise Tax”), then Johnson shall be entitled to receive an
additional cash payment (a “Gross-Up Payment”) within 30 days of such
determination equal to an amount such that after payment by Johnson of
all taxes (including any interest or penalties imposed with respect to
such taxes), including any Excise Tax, imposed upon the Gross-Up Payment,
Johnson would retain an amount of the Gross-Up Payment equal to the
Excise Tax imposed upon the Total Payments. For purposes of the
foregoing determination, Johnson’s tax rate shall be deemed to be the
highest statutory marginal state and Federal tax rate (on a combined
basis) (including Johnson’s share of F.I.C.A. and Medicare taxes) then in
effect. If no determination by the Company’s auditors is made prior to
the time a tax return reflecting the Total Payments is required to be
filed by Johnson, he will be entitled to receive a Gross-Up Payment
calculated on the basis of the Total Payments reported by Johnson in such
tax return, within 30 days of the filing of such tax return. In



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all events, if any tax authority determines that a greater Excise Tax
should be imposed upon the Total Payments than is determined by the
Company’s independent auditors or reflected in Johnson’s tax return
pursuant to this Section 6, Johnson shall be entitled to receive the full
Gross-Up Payment calculated on the basis of the amount of Excise Tax
determined to be payable by such tax authority from the Company within 30
days of such determination.



(d) Request and Release. In order to obtain the severance allowance
provided for in this Agreement, Johnson must submit a request for
severance and must sign a complete release of all claims. The Company
shall have no obligation to pay any severance allowance unless and until
Johnson shall have submitted the request for severance and signed a full
and complete release of all claims, to be drafted by Legal Counsel for
the Company.



6. Termination without Severance Allowance


	(a)	 	Termination by the Company for Cause. The Company may
terminate Johnson’s employment for cause without incurring further
obligation. For the purpose of this Agreement, termination of
Johnson’s employment shall be deemed to have been for cause only:



	(i)	 	if termination of Johnson’s employment shall have
been the result of an act or acts of fraud, theft or
embezzlement on the part of Johnson which, if convicted, would
constitute a felony and which results or which is intended to
result directly or indirectly in gain or personal enrichment
of Johnson at the expense of the Company; or



	(ii)	 	if termination of Johnson’s employment results
from Johnson’s willful and material misconduct, including
willful and material failure to perform his duties, and
Johnson has been given written notice by the Board of
Directors with respect to such and Johnson does not cure
within a reasonable time; or



	(iii)	 	if there has been a breach by Johnson during the
period of employment of the provisions of Paragraph 3 above,
relating to the time to be devoted to the affairs of the
Company, and with respect to any alleged breach of Paragraph 3
hereof, Johnson shall have substantially failed to remedy such
alleged breach within thirty days from Johnson’s receipt of
notice from the Board of Directors.



	(b)	 	Nonrenewal of Agreement. The Company may elect not to renew
this Agreement, and thereby to terminate Johnson’s employment
hereunder without any severance obligations, upon at least three (3)
years’ prior written notice to Johnson.



	(c)	 	Termination by Johnson. Johnson shall have the right to
terminate his employment in his sole discretion, with or without
cause, by providing thirty (30)



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days notice of his intent to resign. Johnson shall in that event
receive no further compensation or severance allowance.



	(d)	 	Death. In the event of Johnson’s death during the period of
employment, the legal representative of Johnson shall be entitled to
the base or fixed salary provided for in Paragraph 4(a) above for
the month in which death shall have occurred, at the rate being paid
at the time of death, and the period of employment shall be deemed
to have ended as of the close of business on the last day of the
month in which death shall have occurred but without prejudice to
any benefits, such as life insurance, otherwise due in respect of
Johnson’s death.



	(e)	 	Disability



	(i)	 	In the event of Johnson’s disability during the
period of employment, Johnson shall be entitled to an amount
equal to the base or fixed salary provided for in Paragraph
4(a) above, at the rate being paid at the time of the
commencement of disability, for the period of such disability
but not in excess of twelve (12) months from the beginning of
the period that establishes such disability, as described in
Paragraph 6(e)(iii) below.



	(ii)	 	The amount of any payments due under Paragraph
6(e)(i) shall be reduced by any payments to which Johnson may
be entitled for the same period because of disability under
any disability or pension plan of the Company or of any
division, subsidiary, or affiliate thereof, or as the result
of workers’ compensation or nonoccupational disability
payments received from any government entity.



	(iii)	 	The term “Disability” as used in this Agreement,
shall mean an illness or accident occurring during the period
of employment which prevents Johnson from performing the
essential functions of his job under this Agreement, with
reasonable accommodations (as defined by federal and Minnesota
disability laws), for a period of six consecutive months. The
period of employment shall be deemed to have ended as of the
close of business on the last day of such six-month period but
without prejudice to any payments due Johnson from any
disability policy or disability insurance.



7. Noncompetition


Johnson agrees that during the term of his employment and thereafter for
a period of two (2) years, he will not directly or indirectly engage in
or carry on a business that is in direct competition with any significant
business unit of the Company as conclusively determined by the Board of
Directors. Further, Johnson agrees that during this same period of time
he will not act as an agent, representative, consultant, officer,
director, independent contractor or employee of any entity or enterprise
that is in direct competition with any significant business unit of the
Company as conclusively determined by the Board of Directors.



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8. Nondisclosure of Confidential Information


Johnson, except in connection with his employment hereunder, will not
disclose to any person or entity, either during the Period of Employment
or at any time thereafter, any confidential information acquired by
Johnson while employed by the Company. This protected confidential
information includes the Company’s trade secrets, technical information,
contracts, systems, procedures, business plans, internal reports, and
personnel files and information. Johnson agrees and acknowledges that all
of such information, in any form, is and will remain the sole and
exclusive property of the Company.



9. Successor in Interest


This Agreement and the rights and obligations hereunder shall be binding
upon and inure to the benefit of the parties hereto and their respective
legal representatives, and shall also bind and inure to the benefit of
any successor of the Company by merger or consolidation or any purchaser
or assignee of all or substantially all of its assets, but, except to any
such successor, purchaser, or assignee of the Company, neither this
Agreement nor any rights or benefits hereunder may be assigned by either
party hereto.



10. Construction


Whenever possible, each provision of this Agreement shall be interpreted
in such a manner as to be effective and valid under applicable law, but
if any provision of this Agreement shall be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity without invalidating the
remainder of such provision or the remaining provisions of this
Agreement.



11. Governing Laws


This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Minnesota.



12. Notices


Any notice required or permitted to be given under this Agreement shall
be sufficient if in writing, sent by Certified Mail, Return Receipt
Requested:




	 	 	 	 	 
	 	 	
If to Johnson:
	 	John D. Johnson
	 	 	 	 	10 Echo Lake Blvd.
	 	 	 	 	Mahtomedi, MN 55115
	 	 	 	 	 
	 	 	
If to the Company:
	 	Chairman of the Board
	 	 	 	 	CHS, Inc.
	 	 	 	 	5500 CENEX Drive
	 	 	 	 	Inver Grove Heights, MN 55077






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With a copy to:
	 	General Counsel
	 	 	 	 	CHS, Inc.
	 	 	 	 	5500 CENEX Drive
	 	 	 	 	Inver Grove Heights, MN 55077





13. Entire Agreement


This Agreement shall constitute the entire agreement between the parties,
superseding the parties’ Agreement of September 1, 2000 and any prior
agreements. This Agreement may not be modified or amended, and no waiver
shall be effective, unless by written document signed by the Chairman of
the Board and Johnson.



IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date set forth above.




	 	 	 
	 	 	
CHS, Inc.
	 	 	 
	 	 	
By:
	
	 	


	John D. Johnson	 	 
	 	 	 
	 	 	
Its:
	 	 	









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