CHS Inc.

Chs Inc. Amendment No. 1 to Note Purchase Agreement (December 3rd, 2018)

Master Framework Agreement (December 3rd, 2018)

This MASTER FRAMEWORK AGREEMENT (this "Framework Agreement"), is made and entered into as of September 4, 2018 (the "Effective Date"), by and among:

Guaranty (December 3rd, 2018)

This GUARANTY (this "Agreement"), dated as of September 4, 2018, is between CHS Inc. ("CHS"), a Minnesota corporation (the "Guarantor"), and MUFG BANK, LTD. ("MUFG"), a Japanese banking corporation, as buyer agent ("Buyer Agent") for the Buyers under the Master Framework Agreement, dated as of the date hereof, among CHS, CHS Capital, LLC, a Minnesota limited liability company (together with CHS, the "Sellers" and each a "Seller"), CHS, as agent for the Sellers (in such capacity, the "Seller Agent"), and MUFG and the other financial institutions from time to time party thereto, as buyers (each, a "Buyer" and, collectively, the "Buyers") (as amended, restated, supplemented or otherwise modified from time to time, the "Framework Agreement"). Capitalized terms used and not otherwise defined in this Agreement are used as defined in, or by reference in, the Framework Agreement. The interpretive provisions set out in Section 1.2 of the Framework Agreement shall be incorporated herein and ap

Master Repurchase Agreement (December 3rd, 2018)

From time to time the parties hereto may enter into transactions in which one party ("Seller") agrees to transfer to the other ("Buyer") securities or other assets ("Securities") against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a "Transaction" and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I hereto and in any other annexes identified herein or therein as applicable hereunder.

Chs Strategic Leadership Team Retention Award Document (December 3rd, 2018)

The purpose of the Strategic Leadership Team (SLT) Retention Award (the Award) is to preserve key leadership continuity and bench strength and a competitive compensation position to the external market to ensure leadership retention and engagement of senior most executives.

Omnibus Amendment No. 3 (December 3rd, 2018)

THIS SALE AND CONTRIBUTION AGREEMENT, dated as of July 22, 2016, as amended as of February 14, 2017, as of July 18, 2017 and as of September 4, 2018 (this "Agreement"), is among CHS INc., a Minnesota corporation ("CHS"), as an originator, CHS CAPITAL, LLC ("CHS Capital"), a Minnesota limited liability company, as an originator (CHS and CHS Capital are referred to herein, individually, as an "Originator" and, collectively, as the "Originators"), and COFINA FUNDING, LLC, a Delaware limited liability company (the "Company").

Master Repurchase Agreement (December 3rd, 2018)

From time to time the parties hereto may enter into transactions in which one party ("Seller") agrees to transfer to the other ("Buyer") securities or other assets ("Securities") against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a "Transaction" and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I hereto and in any other annexes identified herein or therein as applicable hereunder.

Chs Annual Variable Pay Plan (December 3rd, 2018)

ROIC is a measurement of how efficiently the company uses its capital and the level of returns on that capital, and is calculated by dividing net operating profit after tax by funded debt plus equity. Details on the ROIC calculation, goal determination and 2018 goals can be answered by the finance contact for your group.

Third Amendment to Credit Agreement (December 3rd, 2018)

Now, therefore, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

Chs Annual Variable Pay Plan Master Plan Document (December 3rd, 2018)

The purpose of the CHS Annual Variable Pay Plan (the "Plan") is to provide a direct financial incentive for eligible employees (each a "Participant") who contribute to the achievement of company and business unit financial goals, as well as individual employee performance goals that are aligned with organizational priorities and CHS Leadership Expectations.

Fourth Amendment to Credit Agreement (December 3rd, 2018)

Now, therefore, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

First Amendment to Amended and Restated Receivables Purchase Agreement (July 5th, 2018)

This FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of June 28, 2018 (this "Amendment"), is entered into by and among COFINA FUNDING, LLC, a Delaware limited liability company, as seller (the "Seller"), CHS INC. ("CHS"), a Minnesota corporation, as Servicer (in such capacity, the "Servicer"), the CONDUIT PURCHASERS, COMMITTED PURCHASERS and PURCHASER AGENTS set forth on the signature pages hereto, MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as administrative agent (in such capacity, the "Administrative Agent").

March 15, 2018 Shirley Cunningham Executive Vice President Ag Business and Enterprise Strategy CHS Inc. (March 15th, 2018)

I am writing in regard to the decision you have shared with me to retire from CHS Inc. ("CHS" or "the Company") and your position as Executive Vice President Ag Business and Enterprise Strategy, effective May 4, 2018. I appreciate and thank you for your strong leadership and many contributions to CHS during your more than five years with the Company. I wish you well as you undertake your retirement and spending more time in Scotland.

[LOGO] Tim Skidmore Chief Financial Officer [LOGO] [LOGO] [LOGO] [LOGO] CONFIDENCE [LOGO] Failing to Recognize Your Flaws Inability to Identify Your Strengths CONFIDENCE 2018 Priorities: Strengthen AND Grow Strengthen Relationships Employee Engagement Owner/Customer Engagement Grow Core Business Equity Management 2018 Priorities: Strengthen and Grow Strengthen Relationships Employee Engagement Owner/Customer Engagement Grow Core Business Sharpen Operational Excellence Safety CHS United Centers of Excellence Finance, Credit Risk Management RESTORE Financial Flexibility Expense Working Capital C (December 8th, 2017)

CHS LONG-TERM INCENTIVE PLAN Master Plan Document (November 9th, 2017)

Our mission at CHS is to improve company profitability and stakeholder value. The CHS Long-Term Incentive Plan (the Plan) is provided to eligible executives and key employees (each a "Participant") who can have influence on long-term business success.

Chs Annual Variable Pay Plan (November 9th, 2017)

CHS is implementing a plan modification to the CHS Annual Variable Pay Plan (the Plan) for fiscal 2017 ("Modification"). This allows for an Award at the threshold performance target to be earned if the Company's fiscal 2017 ROAE is less than the threshold performance target, provided the following enterprise goals ("Modification Goals") are both determined to have been achieved:

CHS LONG TERM INCENTIVE PLAN Plan Appendix (November 9th, 2017)

Chs Long Term Incentive Plan (November 9th, 2017)

*Funded Debt is the average of the funded debt at the beginning of Fiscal Year 2018 and at the end of Fiscal Year 2020, and Equity is the equity at the beginning of Fiscal Year 2018.

SECOND AMENDMENT OF CHS INC. DEFERRED COMPENSATION PLAN (2015 Restatement) (November 9th, 2017)

WHEREAS, CHS Inc. (the "Company") has heretofore established and maintains a nonqualified deferred compensation plan which is currently embodied in an amended and restated document effective May 19, 2015 and entitled "CHS Inc. Deferred Compensation Plan, Master Plan Document (2015 Restatement)" as amended (hereinafter, the "Plan document");

CHS LONG-TERM INCENTIVE PLAN Master Plan Document (November 9th, 2017)

Our mission at CHS is to improve company profitability and stakeholder value. The CHS Long-Term Incentive Plan (the "Plan") is provided to eligible executives and key employees (each a "Participant") who can have influence on long-term business success.

Chs Annual Variable Pay Plan (November 9th, 2017)

The purpose of the CHS Annual Variable Pay Plan (the Plan) is to provide a direct financial incentive for eligible employees (each a "Participant") who contribute to the achievement of company and business unit financial goals, as well as individual employee performance goals that are aligned with organizational priorities and CHS Leadership Expectations.

Omnibus Amendment No. 2 (November 9th, 2017)

This OMNIBUS AMENDMENT NO. 2, dated as of July 18, 2017 (this "Amendment"), is entered into by and among COFINA FUNDING, LLC, a Delaware limited liability company, as seller (the "Seller"), CHS INC. ("CHS"), a Minnesota corporation, as Servicer (in such capacity, the "Servicer") and as an Originator, CHS CAPITAL, LLC, as an Originator (together with CHS, the "Originators"), the CONDUIT PURCHASERS, COMMITTED PURCHASERS and PURCHASER AGENTS set forth on the signature pages hereto, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as administrative agent (in such capacity, the "Administrative Agent") and U.S. BANK NATIONAL ASSOCIATION, as custodian (the "Custodian"), and is (i) the second amendment to the Custodian Agreement (as defined below) and (ii) the second amendment to the Sale Agreement (as defined below).

CHS LONG TERM INCENTIVE PLAN Plan Appendix (November 9th, 2017)

Chs Annual Variable Pay Plan (November 9th, 2017)

ROAE is a measurement of company profitability and is calculated by dividing adjusted net income (earnings) by adjusted equity. To determine the equity and earnings adjustments, CHS subtracts preferred stock dividends from earnings, and reduces equity by the amount of preferred stock on the balance sheet.

Chs Strategic Leadership Team Retention Award Document (November 9th, 2017)

The purpose of the Strategic Leadership Team (SLT) Retention Award (the Award) is to preserve key leadership continuity and bench strength and a competitive compensation position to the external market.

CHS LONG TERM INCENTIVE PLAN Plan Appendix (November 9th, 2017)

CHS LONG TERM INCENTIVE PLAN Plan Appendix (November 9th, 2017)

CHS LONG-TERM INCENTIVE PLAN Master Plan Document (November 9th, 2017)

Our mission at CHS is to improve company profitability and shareholder value. The CHS Long-Term Incentive Plan (the Plan) is provided to eligible executives and key employees (each a "Participant") who can have influence on long-term business success.

Reaffirmation of Performance Guaranty (November 9th, 2017)

In connection with the execution and delivery of (i) that certain Receivables Financing Agreement, dated as of July 22, 2016, by and among the Seller, the Servicer, the Conduit Purchasers, Committed Purchasers and Purchaser Agents party thereto, and the Administrative Agent (as previously amended, supplemented or otherwise modified, the "Existing RFA") and (ii) the Sale and Contribution Agreement, dated as of July 22, 2016 (as previously amended, supplemented or otherwise modified from time to time, the "Sale Agreement"), by and between CHS Inc. ("CHS"), as an Originator, CHS Capital, LLC ("CHS Capital" and, together with CHS and any Person who hereafter becomes a party to the Sale Agreement in the capacity of an "Originator", the "Originators" and each an "Originator"), as an Originator, and the Seller, CHS Inc. (the "Performance Guarantor"), executed and delivered that certain Performance Guaranty, dated as of July 22, 2016, in favor of the Administrative Agent (the "Performance Guar

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of July 18, 2017 Among CHS INC., Individually and as Servicer, COFINA FUNDING, LLC, as Seller, THE VARIOUS CONDUIT PURCHASERS, COMMITTED PURCHASERS, AND PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Administrative Agent (November 9th, 2017)

This AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of July 18, 2017 (this "Agreement"), is among CHS INC., a Minnesota corporation ("CHS"), individually and as initial Servicer, COFINA FUNDING, LLC, a Delaware limited liability company ("Seller"), the various CONDUIT PURCHASERS, COMMITTED PURCHASERS and PURCHASER AGENTS from time to time party hereto, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH ("BTMU"), as administrative agent on behalf of the Affected Parties (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent").

Loan Origination and Participation Agreement (July 14th, 2017)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN ORIGINATION AND PARTICIPATION AGREEMENT ("Second Amendment") is made and entered into as of this 22nd day of March, 2016, by and between AgStar Financial Services, PCA, d/b/a ProPartners Financial ("ProPartners"), and CHS Capital, LLC, formerly known as Cofina Financial, LLC ("CHS").

Loan Origination and Participation Agreement (July 14th, 2017)

THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN ORIGINATION AND PARTICIPATION AGREEMENT ("Third Amendment") is made and entered into as of this 20th day of May, 2016, by and between AgStar Financial Services, PCA, d/b/a ProPartners Financial ("ProPartners"), and CHS Capital, LLC, formerly known as Cofina Financial, LLC ("CHS").

Loan Origination and Participation Agreement (July 14th, 2017)

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN ORIGINATION AND PARTICIPATION AGREEMENT ("Fourth Amendment") is made and entered into as of this 7th day of April, 2017, by and between AgStar Financial Services, PCA, d/b/a ProPartners Financial ("ProPartners"), and CHS Capital, LLC, formerly known as Cofina Financial, LLC ("CHS").

Separation Agreement (May 22nd, 2017)

THIS SEPARATION AGREEMENT (the Agreement) is made as of this 22nd day of May, 2017, by and between Carl M. Casale (Executive) and CHS Inc. (the Company; individually, each of the parties is referred to herein as a Party; collectively, the parties are referred to herein as the Parties).

Employment Agreement (May 22nd, 2017)

THIS AGREEMENT (the Agreement) is made and entered into as of the May 22, 2017 (the Effective Date), by and between CHS Inc. (the Company) and Jay D. Debertin (Executive) (each hereinafter referred to as a party and collectively as the parties).