**COMMERCIAL PAPER PLACEMENT AGREEMENT**     THIS AGREEMENT is entered into as of October 30, 2006, by and between CHS Inc.,(hereinafter referred to as “Issuer”), a corporation with a place of business at 5500 Cenex Dr.,Inver Grove Heights, MN 55077, and M&I Marshall & Ilsley Bank (hereinafter referred to as“Agent”), 770 North Water Street, Milwaukee, Wisconsin 53202.WITNESSETH:     WHEREAS, Issuer desires to sell, from time to time, interest bearing or discounted short-termunsecured debt obligations having maturities of no more than two hundred seventy (270) days(hereinafter such debt obligations being referred to as “Commercial Paper”); and     WHEREAS, Issuer desires to retain Agent to advise Issuer with respect to its issuance ofCommercial Paper, to solicit purchasers for such Commercial Paper as Issuer from time to timeadvises Agent it desires to issue, and to place Commercial Paper with purchasers (hereinafter“Purchaser” or “Purchasers”); and     WHEREAS, Issuer desires to compensate Agent for the services Agent will be performing forIssuer from time to time as herein described.     NOW, THEREFORE, in consideration of the premises and the undertakings hereinafter set forth,Issuer and Agent hereby agree as follows:   Section 1. **Definitions.** As used in this Agreement, including the Exhibitsattached hereto, the following terms shall have the followingmeanings (such meanings to be equally applicable to both thesingular and plural forms of the terms defined):     **“Authorized Persons of Issuer”**shall mean the individuals whosenames appear in Exhibit A attached hereto and made a parthereof (as such Exhibit may be revised from time to time bywritten notice given to Agent by Issuer).     **“Credit Facilities”**shall mean those borrowing facilitieslisted on the Certificate attached hereto as Exhibit B, as suchCertificate may be amended from time to time by the Issuer asprovided herein.     **“Issuer’s Book Entry Commercial Paper Transaction”**shall meanIssuer’s Commercial Paper which Agent has placed from time totime with a Purchaser, with the issuance and sale of suchCommercial Paper, including the par amount, rate, discount (ifapplicable) and maturity thereof, (i) being manifested onIssuer’s books and records, and (ii) not being represented by apromissory note instrument of Issuer.     **“Issuer’s Commercial Paper”**shall mean Issuer’s interestbearing or discounted short-term unsecured debt obligationsplaced by Agent from time to time with a Purchaser and issuedhereunder, evidenced by Issuer’s Book Entry Commercial PaperTransactions, issued in minimum par values of $100,000.
 

 
     **“Settlement Date”**shall mean the date on which payment inimmediately available funds is made to Issuer for CommercialPaper sold by Agent hereunder.   Section 2. **Limits on Issuer’s Commercial Paper.** Issuer covenants andagrees that the outstanding principal amount owing underIssuer’s Commercial Paper shall not at any time exceed$25,000,000.   Section 3. **Certain Relationships Created BetweenIssuer and Agent; Scope of Agent’s Duties.** Agent will beacting hereunder as Issuer’s agent to assist Issuer in sellingIssuer’s Commercial Paper without recourse and solely upon theorder and for the account of Issuer. Agent will limit itssolicitation of prospective Purchasers of Issuer’s CommercialPaper to institutional investors or other sophisticatedinvestors who normally purchase commercial paper. Agent willnot make any general solicitation or advertisement to thepublic with respect to a particular placement of Issuer’sCommercial Paper. Issuer’s Commercial paper shall be issued inreliance upon the commercial paper exemption from registrationcontained in Section 3(a)(3) of the Securities Act of 1933, asamended (“Section 3(a)(3)”), and the appropriate exemption fromregistration contained in applicable state securities laws.Agent will in no event purchase or repurchase Issuer’sCommercial Paper for Agent’s own account, nor will Agent takeany ownership interest of any kind in any of the Issuer’sCommercial Paper placed hereunder. Issuer understands andagrees that Agent may charge Purchasers agency fees inconnection with facilitating purchase transactions of Issuer’sCommercial Paper for their accounts.   Section 4. **Procedures.** With respect to the sale from time to time ofIssuer’s Commercial Paper, the Agent and Issuer shall followthe procedures described in this Section:     (a) When Issuer desires Agent’s assistance in the sale of Issuer’s CommercialPaper, an Authorized Person of Issuer will contact a duly authorized employee ofAgent and inform Agent of the amount of commercial paper that Issuer desires toissue. Such Authorized Person of Issuer and authorized employee of Agent willthen mutually agree on other details respecting the proposed issuance of Issuer’sCommercial Paper, including, without limitation, rate, discount (if applicable),maturity date and proposed Settlement Date.     (b) Following such advice from Issuer referred to in subparagraph (a), Agent willsolicit Purchasers for Issuer’s Commercial Paper as described in Section 3. Uponnegotiating a sale to Purchaser, on each Settlement Date, Agent will creditIssuer’s Account #39417796 with Agent, with credit advice to Issuer, inimmediately available funds the total net proceeds of Issuer’s Commercial Paper.     (c) Daily cutoff time for same day settlement shall be 12:00 Noon.
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     (d) On the maturity dates specified the Agent shall charge Issuer’s Account #39417796 with Agent, with debit advice to Issuer, for the par amount andinterest (if applicable) with respect to Issuer’s Commercial Paper maturing onsuch dates, and Agent shall forthwith credit such amounts in immediately availablefunds to Purchasers.     (e) So long as Issuer has Issuer Commercial Paper outstanding hereunder, Issueragrees to maintain with Agent the accounts referred to in subparagraphs (b) and(d) above.     (f) Agent may establish and utilize clearing accounts as may be necessary orappropriate to carry out the transactions contemplated by this section.   Section 5. **Substitution.** If at any time requested in writing by Agent,Issuer shall promptly issue and deliver to Agent a promissorynote in customary form, payable to bearer or to Agent (asdesignated by Agent), in substitution for and in cancellationof any Issuer Book Entry Commercial Paper Transaction. Agentwill make such substitution request of Issuer only in the eventthat a Purchaser has requested Agent to obtain delivery andpossession of a promissory note to evidence Issuer’s obligationto purchaser, in lieu of and in substitution for Issuer’s BookEntry Commercial Paper Transaction. Upon maturity of any suchsubstituted promissory note, the payment procedures specifiedin Section 4(d) above shall be followed, and Agent thereaftershall promptly return to the Issuer the original promissorynote marked “paid”.   Section 6. **Termination.** Either the Issuer or Agent may terminate thisAgreement at any time by written notice to the other, but suchtermination shall not affect their respective rights, dutiesand obligations with respect to Issuer’s Commercial Papertransactions entered into prior to such termination.   Section 7. **Financial Reports and Credit Facility Certificates.** On aquarterly basis, Issuer will submit financial statements orForms 10-Q or Form 10-K to Agent showing the results ofIssuer’s operations for the preceding 3 months. In addition tosuch financial statements, Issuer will provide Agent with acertificate substantially similar to Exhibit B attached hereto,signed by an Authorized Person of Issuer, certifying to Agentthat Issuer has confirmed Credit Facilities in place to coverIssuer’s Commercial Paper then outstanding.   Section 8. **Agent’s Fees to Issuer.** Agent will charge and collect fromIssuer, on a monthly basis, fees for Agent’s services,determined as provided in this Section. On the1stday of each month, Agent will charge and collect fees fromIssuer’s Account number 39417796 for each Issuer Book EntryCommercial Paper Transaction during the preceding month 
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     (each such transaction being hereinafter referred to asa “Unit”.) Fees for each Unit will be determined by multiplying the principalamount of each Unit times a rate of .20% per annum for the number of daysfrom and including Settlement Date to the scheduled maturity date of the Unit,calculated on the basis of a year of 360 days; provided, however, that the minimumper Unit fee in any event shall be $10.00.   Section 9. **Issuer Covenants, Representations and Warranties.** Issuercovenants and agrees that at no time will the Issuer issue orhave outstanding commercial paper in an aggregate principalamount in excess of the greater of (1) the sum of (a) Issuer’soperating expenses for the most recently-completed 12-monthperiod, (b) Issuer’s current assets as of the last day of such12-month period, and (c) Issuer’s investments in high qualitydebt instruments (excluding those included in (b) above)having a remaining term to maturity of one year or less, or(2) the aggregate amount of funds applied by Issuer to“current transactions” (as used in Section 3(a)(3)). Issuercovenants and agrees that it will at all times, so long asthere is Issuer Commercial Paper outstanding hereunder, haveand maintain confirmed Credit Facilities in place andavailable to be drawn upon in an amount at least equal toamounts outstanding under Issuer’s Commercial Paper. Issuerwill pay all such fees and charges as may become due and owingto keep such Credit Facilities valid, binding and in fullforce and effect and, at any time during which Issuer’sCommercial Paper is being offered or sold, will not take orrefuse to take any action, or permit any condition to arise oroccur, which constitutes, or which with the passage of time orservice of notice, or both, would constitute an event ofdefault or a potential event of default under any of Issuer’sCredit Facilities. Issuer agrees to provide Agent with promptnotice of any such event of default or potential event ofdefault. Issuer represents and warrants to Agent that theexecution of this Agreement and performance by Issuerhereunder have been duly authorized by all necessary corporateaction, and Issuer shall deliver to Agent at the time ofexecuting this Agreement a Certificate substantially similarto Exhibit C attached hereto, confirming such due corporateauthority and related matters. Issuer further represents andwarrants that its execution and performance hereunder will notcontravene or otherwise be in conflict with any bylaw,agreement, understanding or order related to Issuer or as towhich Issuer is a party. Issuer’s representations andwarranties contained herein shall survive execution of thisAgreement.   Section 10. **Information Reporting.** Agent shall comply with all applicableinformation reporting and backup withholding requirementsimposed on Agent under the Internal Revenue Code of 1986, asamended, arising from Agent’s role as “middleman” as definedin IRS Reg. 1.6049-4(F)(4), with respect to interest paymentson Issuer’s Commercial Paper placed by Agent with Purchasers.
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   Section 11. **No Legal Advice.** In entering into this Agreement, Issueracknowledges that Agent has not rendered to Issuer, nor hasIssuer sought from Agent, legal advice of any kind of naturerespecting the subject matter contained herein or the dutiesto be performed hereunder by the parties hereto, and Issuerhas relied upon advice and opinions of its counsel withrespect to this Agreement.   Section 12. **Entire Agreement.** This Agreement, including the Exhibitsattached hereto, contains and constitutes the entire and onlyagreement and understanding by and between Issuer and Agentrespecting the subject matter hereof, and cannot be changed,modified, supplemented, amended or waived except as expresslyset forth in a written instrument signed by an AuthorizedPerson of Issuer and an authorized employee of Agent.   Section 13. **Governing Law.** The terms and provisions of this Agreement andthe rights, duties and obligations of Issuer and Agenthereunder shall be governed by and construed in accordancewith the laws of the State of Wisconsin.
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     IN WITNESS WHEREOF, Issuer and Agent have caused this Agreement to be signed by dulyauthorized officers, as of the day and year first above written.         **ISSUER:** CHS Inc.           By: /s/ John Schmitz            Its: Executive Vice President & Chief Financial Officer           **AGENT:** **M&I MARSHALL & ILSLEY BANK**           By:                    Its: Senior Vice President  
 

 
***EXHIBIT A*****AUTHORIZED PERSONS OF ISSUER**     The following persons, who hold the respective titles shown below, have been authorized byappropriate corporate action of Issuer to sign documents and from time to time to instruct the M&IMarshall & Ilsley Bank (“Agent”) on behalf of Issuer in connection with the Commercial PaperPlacement Agreement, dated October 30, 2006, between Issuer and Agent:       Name Title Signature  John D. Johnson President and ChiefExecutive Officer /s/ John D. Johnson          John Schmitz Executive Vice Presidentand Chief Financial Officer /s/ John Schmitz        This Authorization shall remain in full force and effect until Issuer delivers a replacementAuthorization in writing to the Agent, and until such delivery Agent may rely fully on theauthority granted by Issuer to the persons above named.     Dated October 30, 2006.         Issuer: CHS Inc.           By: /s/ John Schmitz            Its: Executive Vice President & Chief Financial Officer  
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***EXHIBIT B*****CERTIFICATION OF CREDIT FACILITIES**     Pursuant to Section 7 of the Commercial Paper Placement Agreement dated October 30, 2006entered into by and between CHS Inc. (“Issuer”) and M&I Marshall & Ilsley Bank (“Agent”), Issuerhereby certifies to Agent that (i) the following Lines of Credit (“Credit Facilities”) have beengranted or issued in favor of Issuer by the banks named below (individually, a “Bank” andcollectively, the “Banks”) in the amounts designated below; (ii) there is presently available fordrawing by Issuer under such Credit Facilities the amounts designated below, and such amounts aresufficient to repay at maturity all Issuer’s Commercial Paper presently outstanding; (iii) all suchCredit Facilities are confirmed, in place and in full force and effect for the purposes intendedthereby, including, without limitation, the repayment by Issuer of amounts due upon the maturity ofIssuer’s Commercial Paper; (iv) there are no fees or charges due from the Issuer to any Bank forany such Credit Facilities which as of this date remains unpaid; and (v) Issuer is not in defaultof any term or condition included in any agreement or document establishing or renewing any suchCredit Facilities, or included in any other instrument, document or agreement related thereto:           Amount Presently Date LineName of   Available Granted orIssuing Bank Amount of Line Under Line Last RenewedCoBank $ 1,100,000,000 $ 950,000,000 05/18/2006                                 Issuer agrees to notify Agent promptly in writing in the event that any Bank listed above (i)refuses to renew any Credit Facilities; (ii) changes the amount of any Credit Facilities or anymaterial term or condition related thereto; or (iii) has declared the Issuer (whether orally or inwriting) to be in default of any term or condition of any agreement or instrument related to anyCredit Facilities.         Issuer: CHS Inc.           By: /s/ John Schmitz            Its: Executive Vice President & Chief Financial Officer           Date: October 30, 2006  
 

 
***EXHIBIT C*****CERTIFICATE AND DESIGNATION OF AUTHORITY REGARDING**