Exhibit 10.2
 TRUST UNDER THE
CHS INC. NONEMPLOYEE DIRECTOR RETIREMENT PLAN
  WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 Establishment of Trust
 (a)
    
    The principal of the Trust shall be held, administered and disposed of by
Trustee as provided in this Trust Agreement.




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(b)
    
    The Trust shall be irrevocable.(c)
    
    The Trust is intended to be a grantor trust, of which CHS is the grantor,
within the meaning of subpart E, part 1, subchapter J, chapter 1, subtitle A of the
Internal Revenue Code of 1986, as amended, and shall be construed accordingly.(d)
    
    The principal of the Trust, and any earnings thereon shall be held separate and
apart from other funds of CHS and shall be used exclusively for the uses and purposes
of Plan participants and general creditors as herein set forth. Plan participants and
their beneficiaries shall have no preferred claim on, or any beneficial ownership
interest in, any assets of the Trust. Any rights created under the Plan and this Trust
Agreement shall be mere unsecured contractual rights of Plan participants and their
beneficiaries against CHS. Any assets held by the Trust will be subject to the claims
of CHS general creditors under federal and state law in the event of Insolvency, as
defined in Section 3(a) herein.(e)
    
    CHS, in its sole discretion, may at any time, or from time to time, make
additional deposits of cash or other property in trust with Trustee to augment the
principal to be held, administered and disposed of by Trustee as provided in this Trust
Agreement. Neither Trustee nor any Plan participant or beneficiary shall have any
right to compel such additional deposits.
 Payments to Plan Participants and Their Beneficiaries
 (a)
    
    CHS shall deliver to Trustee a schedule (the Payment Schedule) that indicates
the amounts payable in respect of each Plan participant (and his or her beneficiaries),
that provides a formula or other instructions acceptable to Trustee for determining the
amounts so payable, the form in which such amounts are to be paid (as provided for or
available under the Plan), and the time of commencement for payment of such amounts.
Except as otherwise provided herein, Trustee shall make payments to the Plan
participants and their beneficiaries in accordance with such Payment Schedule. The
Trustee shall make provision for the reporting and withholding of any federal, state or
local taxes that may be required to be withheld with respect to the payment of benefits
pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate
taxing authorities or determine that such amounts have been reported, withheld and paid
by CHS.(b)
    
    The entitlement of a Plan participant or his or her beneficiaries to benefits
under the Plan shall be determined by CHS or such party as it shall designate under the
Plan, and any claim for such benefits shall be considered and reviewed under the
procedures set out in the Plan.(c)
    
    CHS may make payment of benefits directly to Plan participants or their
beneficiaries as they become due under the terms of the Plan, and thereafter seek
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reimbursement from the Trust for the same amount. CHS shall notify Trustee of its
decision to make payment of benefits directly prior to the time amounts are payable
to participants or their beneficiaries. In addition, if the principal of the Trust,
and any earnings thereon, are not sufficient to make payments of benefits in
accordance with the terms of the Plan, CHS shall make the balance of each such
payment as it falls due. Trustee shall notify CHS where principal and earnings are
not sufficient.
 Trustee Responsibility Regarding Payments to Trust Beneficiary When CHS Is
Insolvent
 (a)
    
    Trustee shall cease payment of benefits to Plan participants and their
beneficiaries if CHS is Insolvent. CHS shall be considered Insolvent for purposes of
this Trust Agreement if (i) CHS is unable to pay its debts as they become due, or
(ii) CHS is subject to a pending proceeding as a debtor under the United States
Bankruptcy Code.(b)
    
    At all times during the continuance of this Trust, as provided in Section l(d)
hereof, the principal and income of the Trust shall be subject to claims of general
creditors of CHS under federal and state law as set forth below.
 (1)
    
    The Board of Directors and the Chief Executive Officer of CHS
shall have the duty to inform Trustee in writing of CHS Insolvency. If a
person claiming to be a creditor of CHS alleges in writing to Trustee that CHS
has become Insolvent, Trustee shall determine whether CHS is Insolvent and,
pending such determination, Trustee shall discontinue payment of benefits to
Plan participants or their beneficiaries.(2)
    
    Unless Trustee has actual knowledge of CHS Insolvency, or has
received notice from CHS or a person claiming to be a creditor alleging that
CHS is Insolvent, Trustee shall have no duty to inquire whether CHS is
Insolvent. Trustee may in all events rely on such evidence concerning CHS
solvency as may be furnished to Trustee and that provides Trustee with a
reasonable basis for making a determination concerning CHS solvency.(3)
    
    If at any time Trustee has determined that CHS is Insolvent,
Trustee shall discontinue payments to Plan participants or their beneficiaries
and shall ho1d the assets of the Trust for the benefit of CHS general
creditors. Nothing in this Trust Agreement shall in any way diminish any
rights of Plan participants or their beneficiaries to pursue their rights as
general creditors of CHS with respect to benefits due under the Plan or
otherwise.(4)
    
    Trustee shall resume the payment of benefits to Plan
participants or their beneficiaries in accordance with Section 2 of this Trust
Agreement only
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after Trustee has determined that CHS is not Insolvent (or is no longer
Insolvent).
 (c)
    
    Provided that there are sufficient assets, if Trustee discontinues the payment
of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes
such payments, the first payment following such discontinuance shall include the
aggregate amount of all payments due to Plan participants or their beneficiaries under
the terms of the Plan for the period of such discontinuance, less the aggregate amount
of any payments made to Plan participants or their beneficiaries by CHS in lieu of the
payments provided for hereunder during any such period of discontinuance.
 Payments to CHS
 Investment Authority
 (a)
    
    Trustee may invest in securities (including stock or rights to acquire stock)
or obligations issued by CHS. All rights associated with assets of the Trust shall be
exercised by Trustee or the person designated by Trustee, and shall in no event be
exercisable by or rest with Plan participants.(b)
    
    CHS shall have the right at anytime, and from time to time in its sole
discretion, to substitute assets of equal fair market value for any asset held by the
Trust. This right is exercisable by CHS in a nonfiduciary capacity without the
approval or consent of any person in a fiduciary capacity.
 Disposition of Income
 Accounting by Trustee
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Responsibility of Trustee
 (a)
    
    Trustee shall act with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims, provided, however, that Trustee shall incur no liability
to any person for any action taken pursuant to a direction, request or approval given
by CHS which is contemplated by, and in conformity with, the terms of the Plan or this
Trust and is given in writing by CHS. In the event of a dispute between CHS and a
party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.(b)
    
    If Trustee undertakes or defends any litigation arising in connection with this
Trust, CHS agrees to indemnify Trustee against Trustees costs, expenses and
liabilities (including, without limitation, attorneys fees and expenses) relating
thereto and to be primarily liable for such payments provided that the Trustee did not
act dishonestly or in willful or negligent violation of the law or regulation under
which such liability, cost or expense arose. If CHS does not pay such costs, expenses
and liabilities in a reasonably timely manner, Trustee may obtain payment from the
Trust.(c)
    
    Trustee may consult with legal counsel (who may also be counsel for CHS
generally) with respect to any of its duties or obligations hereunder.(d)
    
    Trustee may hire agents, accountants, actuaries, investment advisors, financial
consultants or other professionals to assist it in performing any of its duties or
obligations hereunder.(e)
    
    Trustee shall have, without exclusion, all powers conferred on trustees by
applicable law, unless expressly provided otherwise herein, provided, however, that if
an insurance policy is held as an asset of the Trust, Trustee shall have no power to
name a beneficiary of the policy other than the Trust, to assign the policy (as
distinct from conversion of the policy to a different form) other than to a successor
Trustee, or to loan to any person the proceeds of any borrowing against such policy.(f)
    
    Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement
or to applicable law, Trustee shall not have any power that could give this Trust the
objective of carrying on a business and dividing the gains therefrom, within the
meaning of section 301.7701-2 of the Procedure and Administrative Regulations
promulgated pursuant to the Internal Revenue Code.
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Compensation and Expenses of Trustee
 Resignation and Removal of Trustee
 (a)
    
    Trustee may resign at any time by written notice to CHS which shall be
effective 30 days after receipt of such notice unless CHS and Trustee agree otherwise.(b)
    
    Trustee may be removed by CHS on 30 days notice or upon shorter notice accepted
by Trustee.(c)
    
    Upon a Change of Control, as defined herein, Trustee may not be removed by CHS
for five (5) years.(d)
    
    If Trustee resigns within five (5) years after a Change of Control, as defined
herein, CHS shall apply to a court of competent jurisdiction for the appointment of a
successor Trustee or for instructions.(e)
    
    Upon resignation or removal of Trustee and appointment of a successor Trustee,
all assets shall subsequently be transferred to the successor Trustee. The transfer
shall be completed within 30 days after receipt of notice of resignation, removal or
transfer, unless CHS extends the time limit.(f)
    
    If Trustee resigns or is removed, a successor shall be appointed, in accordance
with Section 11 hereof, by the effective date of resignation or removal under
paragraph (a) or (b) of this section. If no such appointment has been made, Trustee
may apply to a court of competent jurisdiction for appointment of a successor or for
instructions. All expenses of Trustee in connection with the proceeding shall be
allowed as administrative expenses of the Trust.
 Appointment of Successor
 (a)
    
    If Trustee resigns or is removed in accordance with Section 10(a) or (b)
hereof, CHS may appoint any third party, such as a bank trust department or other party
that may be granted corporate trustee powers under state law, as a successor to replace
Trustee upon resignation or removal. The appointment shall be effective when accepted
in writing by the new Trustee, who shall have all of the rights and powers of the
former Trustee, including ownership rights in the Trust assets. The former Trustee
shall execute any instrument necessary or reasonably requested by CHS or the successor
Trustee to evidence the transfer.
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(b)
    
    The successor Trustee need not examine the records and acts of any prior
Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8
hereof.
 Amendment or Termination
 (a)
    
    This Trust Agreement may be amended by a written instrument executed by Trustee
and CHS. Notwithstanding the foregoing, no such amendment shall conflict with the
terms of the Plan or shall make the Trust revocable.(b)
    
    The Trust shall not terminate until the date on which Plan participants and
their beneficiaries are no longer entitled to benefits pursuant to the terms of the
Plan. Upon termination of the Trust any assets remaining in the Trust shall be
returned to CHS.(c)
    
    Upon written approval of participants or beneficiaries entitled to payment of
benefits pursuant to the terms of the Plan, CHS may terminate this Trust prior to the
time all benefit payments under the Plan have been made. All assets in the Trust at
termination shall be returned to CHS.
 Investments
 (a)
    
    CHS shall have the responsibility for establishing and carrying out a funding
policy and method, consistent with the objectives of the Plan, taking into
consideration the Plans short-term and long-term financial needs. The Trustees
responsibility for investment and diversification of the assets in the Trust shall be
subject to, and is limited by, the investment instructions issued to it by CHS in
accordance with its funding policy. It is understood that, unless otherwise agreed in
writing, CHS, rather than the Trustee, shall be responsible for the overall investment
of Trust assets.(b)
    
    The Trustee shall invest and reinvest the Trust fund assets only to the extent
and in the manner directed by CHS and confirmed in writing. Communication of any such
direction to the Trustee shall be in a manner acceptable to the Trustee and shall
conclusively be deemed an authorization to the Trustees designee or broker-dealer to
implement the direction even though coming from a person other than the Trustee.
Neither the Trustee nor any other person shall have liability for following such
directions improperly or failing to act in the absence of any such directions. The
Trustee shall have no liability for the acts or omissions of CHS directing the
investment or reinvestment of Trust Fund assets. Neither shall the Trustee have any
duty or obligation to review any such investment or other direction, act, or omission,
or except upon receipt of a proper direction, to invest or otherwise manage any assets
of the Trust Fund which is subject to the control of CHS. To the extent that CHS has
not directed the Trustee as to the investment
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of any portion of Trust assets before they are contributed to the Trust, CHS hereby
directs the investment of such assets into the default investment fund specified on
an exhibit hereto. CHS hereby acknowledges that (i) the Trustee will be what is
commonly known as a directed trustee; (ii) the Trustee will not have some
investment discretion within the meaning of Revenue Procedure 92-64; and (iii) the
Trustee has no duty to request or obtain a ruling or other guidance from the
Internal Revenue Service or from any other governmental authority as to (or to
otherwise determine or monitor) the tax consequences of the form and operation of
the Plan, the Plan document, the Trust, or this Trust Agreement, including but not
limited to whether the arrangement established hereunder merits the favorable
treatment afforded to safe harbor rabbi trusts under Revenue Procedure 92-64 or
whether the Plan complies in form and operation with Internal Revenue Code Section
409A.
 (c)
    
    At the direction of CHS, the Trustee or the Trustees designee or a
broker-dealer referred to in Section 5(c), is authorized and empowered:
 (i)
    
    to invest and reinvest principal and income of the Trust in
common, preferred, and other stocks of any corporation; voting trust
certificates; interests in investment trusts, including, without limiting the
generality thereof, participations issued by an investment company as defined
in the Investment Company Act of 1940, as from time to time amended; bonds,
notes, and debentures, secured or unsecured; mortgages on real or personal
property; conditional sales contracts; and real estate and leases;(ii)
    
    to invest and reinvest principal and income of the Trust
through any common or collective trust fund or pooled investment fund
maintained by the Trustee for the collective investment of funds held by it in
a fiduciary capacity (and the provisions of the documents governing any such
common or collective trust fund as it may be amended from time to time shall
govern any investment therein and are hereby made a part of this Trust);(iii)
    
    to invest and reinvest principal and income of the Trust in
deposits (including savings accounts, savings certificates, and similar
interest bearing instruments or accounts) in itself or its affiliates; and(iv)
    
    to do all other acts, although not specifically mentioned
herein, as the Trustee may deem necessary to carry out any of the foregoing
powers and purposes of this Trust Agreement.
 (d)
    
    Notwithstanding the foregoing, in no event may the Trustee invest in securities
(including stock or rights to acquire stock) or obligations issued by CHS, other
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than a de minimisamount held in common investment vehicles in which the Trustee
invests.
 Miscellaneous
 (a)
    
    Any provision of this Trust Agreement prohibited by law shall be ineffective to
the extent of any such prohibition, without invalidating the remaining provisions
hereof.(b)
    
    Benefits payable to Plan participants and their beneficiaries under this Trust
Agreement may not be anticipated, assigned (either at law or in equity), alienated,
pledged, encumbered or subjected to attachment, garnishment, levy, execution or other
legal or equitable process.(c)
    
    This Trust Agreement shall be governed by and construed in accordance with the
laws of the State of Minnesota.(d)
    
    For purposes of this Trust, Change of Control shall mean the purchase or other
acquisition by any person, entity or group of persons, within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (Act), or any
comparable successor provisions, of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Act) of 30% or more of either the outstanding shares of
common stock or the combined voting power of CHS then outstanding voting securities
entitled to vote generally, or the approval by the stockholders of CHS of a
reorganization, merger or consolidation, in each case, with respect to which persons
who were stockholders of CHS immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than 50% of the combined voting
power entitled to vote generally in the election of directors of the reorganized,
merged or consolidated CHS then outstanding securities, or a liquidation or
dissolution of CHS or of the sale of all or substantially all of CHS assets.
 Effective Date
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CHS INC.By
    /s/  John D. JohnsonIts President and CEOU.S. BANK NATIONAL ASSOCIATIONBy
    /s/ Michelle CarlsonIts Vice PresidentBy

/s/  Deborah BurnettIts Assistant Vice President -11-