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COMMERCIAL PAPER DEALER AGREEMENT
3(a)(3) PROGRAM
 between
 CHS Inc., as Issuer
 and
 SunTrust Capital Markets, Inc., as Dealer
 Concerning Notes to be issued pursuant to an Issuing and Paying
Agency Agreement dated as of October 6, 2006, between the Issuer and
U.S. Bank National Association, as Issuing and Paying Agent, the
(Issuing and Paying Agency Agreement).
 Dated as of
 October 6, 2006




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COMMERCIAL PAPER DEALER AGREEMENT
    Issuance and Sale of Notes.
    2




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Representations and Warranties of Issuer.
     3




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4




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Covenants and Agreements of Issuer.
        5




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Disclosure.
     6




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Indemnification and Contribution.
    7




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Definitions.
           8




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General
        9




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CHS Inc., as IssuerBy:

/s/ John SchmitzName:  John SchmitzTitle:  Executive Vice President andChief Financial OfficerSunTrust Capital Markets, Inc., as DealerBy:

/s/ Betsy BrownName:  Betsy BrownTitle:  Director 10




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For the Issuer:Address:
    
    5500 Cenex DriveInner Grove Heights, MN 55077Attention:
    
    John SchmitzTelephone number:
    
    651-355-6000For the Dealer:Address:
    
    303 Peachtree Street23rd floorAttention:
    
    Matt VincentTelephone number:
    
    404-588-8445Fax number:
    
    404-588-7005




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(b)
    
    Promptly after receipt by an Indemnitee of notice of the existence of a Claim, such
Indemnitee will, if a claim in respect thereof is to be made against the Issuer, notify the
Issuer in writing of the existence thereof; provided that (i) the omission so to notify the
Issuer will not relieve the Issuer from any liability which it may have hereunder unless and
except to the extent it did not otherwise learn of such Claim and such failure results in the
forfeiture by the Issuer of substantial rights and defenses, and (ii) the omission so to
notify the Issuer will not relieve it from any liability which it may have to an Indemnitee
otherwise than on account of this indemnity agreement. In case any such Claim is made against
any Indemnitee and it notifies the Issuer of the existence thereof, the Issuer will be
entitled to participate therein, and to the extent that it may elect by written notice
delivered to the Indemnitee, to assume the defense thereof, with counsel reasonably
satisfactory to such Indemnitee; provided that if the defendants in any such Claim include
both the Indemnitee and the Issuer, and the Indemnitee shall have concluded that there may be
legal defenses available to it which are different from or additional to those available to
the Issuer, the Issuer shall not have the right to direct the defense of such Claim on behalf
of such Indemnitee, and the Indemnitee shall have the right to select separate counsel to
assert such legal defenses on behalf of such Indemnitee. Upon receipt of notice from the
Issuer to such Indemnitee of the Issuers election so to assume the defense of such Claim and
approval by the Indemnitee of counsel, the Issuer will not be liable to such Indemnitee for
expenses incurred thereafter by the Indemnitee in connection with the defense thereof (other
than reasonable costs of investigation) unless (i) the Indemnitee shall have employed separate
counsel in connection with the assertion of legal defenses in accordance with the proviso to
the next preceding sentence (it being understood, however, that the Issuer shall not, in
connection with any one action or separate but substantially similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances, be liable for
the expenses of more than one separate counsel (in addition to any local counsel in the
jurisdiction in which any Claim is brought), approved by the Dealer, for all the Indemnitees),
(ii) the Issuer shall not have employed counsel reasonably satisfactory to the Indemnitee to
represent the Indemnitee within a reasonable time after notice of existence of the Claim or
(iii) the Issuer has authorized in writing the employment of counsel for the Indemnitee. The
indemnity, reimbursement and contribution obligations of the Issuer hereunder shall be in
addition to any other liability the Issuer may otherwise have to an Indemnitee and shall be
binding upon and inure to the benefit of any successors, assigns, heirs and personal
representatives of the Issuer and any Indemnitee.




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The Issuer agrees that without the
Dealers prior written consent, it will not settle, compromise or consent to the entry of
any judgment in any Claim in respect of which indemnification may be sought under the
indemnification provision of the Agreement (whether or not the Dealer or any other
Indemnitee is an actual or potential party to such Claim), unless such settlement,
compromise or consent to the entry of judgement includes a release (a) of each Indemnitee
from any liabilities arising out of such Claim, which release (b) has been consented to by
the Dealer prior to its effectiveness. With respect to the giving of consent by the Dealer
herein, the Dealer agrees that such consent shall not be unreasonably withheld.
Notwithstanding anything to the contrary contained herein or in the Agreement, the Issuer
shall not be required to indemnify any Indemnitee for any amount paid or payable by any
Indemnitees as a result of or pursuant to the settlement or other compromise of any Claims
unless the Issuer shall have consented to such settlement or compromise in writing.
 2