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Exhibits and Schedules

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CHS, INC.

As of April 13, 2004

Prudential Investment Management, Inc. (Prudential)

Each of the Purchasers named in
     the Purchaser Schedule attached
     hereto as purchasers of Series F Notes
     or Series G Notes (the Initial Purchasers)

Each Prudential Affiliate (as hereinafter defined)
     which becomes bound by certain provisions
     of this Agreement as hereinafter provided

c/o Prudential Capital Group
Two Prudential Plaza
Suite 5600
Chicago, Illinois 60601

Ladies and Gentlemen:

     The undersigned, CHS Inc., a nonstock agricultural cooperative corporation organized under the laws of Minnesota formerly known as Cenex Harvest States Cooperatives (herein called the Company), hereby agrees with you as set forth below. Reference is made to paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.

     1. AUTHORIZATION OF ISSUE OF NOTES.

     1A(1). Authorization of Issue of Series F Notes. The Company will authorize the issue of its senior promissory notes (the Series F Notes) in the aggregate principal amount of $15,000,000, to be dated the date of issue thereof, to mature April 13, 2010, to bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 4.08% per annum and on overdue principal, Yield-Maintenance Amount and interest at the rate specified therein, and to be substantially in the form of Exhibit A-1 attached hereto. The terms Series F Note and Series F Notes as used herein shall include each Series F Note delivered pursuant to any provision of this Agreement and each Series F Note delivered in substitution or exchange for any such Series F Note pursuant to any such provision.

     1A(2). Authorization of Issue of Series G Notes. The Company will authorize the issue of its senior promissory notes (the Series G Notes) in the aggregate principal amount of $15,000,000, to be dated the date of issue thereof, to mature April 13, 2011, to bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 4.39% per annum and

on overdue principal, Yield-Maintenance Amount and interest at the rate specified therein, and to be substantially in the form of Exhibit A-2 attached hereto. The terms Series G Note and Series G Notes as used herein shall include each Series G Note delivered pursuant to any provision of this Agreement and each Series G Note delivered in substitution or exchange for any such Series G Note pursuant to any such provision.

     1B. Authorization of Issue of Shelf Notes. The Company will authorize the issue of its additional senior promissory notes (the Shelf Notes) in the aggregate principal amount of $70,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 15 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 15 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to paragraph 2B(5), and to be substantially in the form of Exhibit A-3 attached hereto. The terms Shelf Note and Shelf Notes as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms Note and Notes as used herein shall include each Series F Note, each Series G Note and each Shelf Note delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (i) the same final maturity, (ii) the same principal prepayment dates, (iii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, (v) the same interest payment periods and (vi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Notes ultimate predecessor Note was issued), are herein called a Series of Notes.

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