S-8

Registration No. 333-                   

As filed with the Securities and Exchange Commission on November 4, 2005

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

CHS Inc.

(Exact name of registrant as specified in its charter)

Minnesota	41-0251095
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

5500 Cenex Drive
Inver Grove Heights, Minnesota 55077
(Address of registrant’s principal executive offices,
including zip code)

CHS INC. DEFERRED COMPENSATION PLAN
(Full title of the plan)

David Kastelic
Senior Vice President and General Counsel
CHS Inc.
5500 Cenex Drive
Inver Grove Heights, Minnesota 55077
(651) 355-3712
(Name, address and telephone number,
including area code, of agent for service)

Copies to:

R. Kirkland Cozine, Esq.
Charles C. Johnson, Esq.
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, Minnesota 55402-1498
(612) 340-2600
Facsimile: (612) 340-8738

CALCULATION OF REGISTRATION FEE

						Proposed
			Proposed maximum			maximum		Amount of
Title of securities	Amount to		offering price per			aggregate offering		registration
to be registered	be registered		obligation			price		fee
Deferred Compensation Obligations (1)	$	55,000,000		100	%	$	55,000,000	$	6,473.50	(2)

(1) The Deferred Compensation Obligations are unsecured obligations of CHS Inc. to pay deferred compensation in the future in accordance with the terms of the CHS Inc. Deferred Compensation Plan.

(2) On July 18, 2001, the Registrant filed with the Securities and Exchange Commission a registration statement on Form S-2 (No. 333-65364) for the registration of 50,000,000 shares of 8% Preferred Stock. By Post-Effective Amendment No. 1 to Form S-2 filed February 25, 2003, the Registrant terminated the offering pursuant to Registration Statement No. 333-65364. At the time of such termination, 40,545,126 shares of 8% Preferred Stock remained unsold and the amount of the filing fee associated with those unsold shares was $10,136.28. Pursuant to Rule 457(p) under the Securities Act, on November 26, 2003, the Registrant offset $1,051.70 of such unused filing fee against its filing of a registration statement on Form S-2 (No. 333-110810) for the registration of the offer and sale of shares of 8% Cumulative Redeemable Preferred Stock. After that offset, the amount of the filing fee associated with the unsold shares of 8% Preferred Stock that remained was $9,084.58. Pursuant to Rule 457(p) under the Securities Act, on December 6, 2004, the Registrant offset $2,534 of such unused filing fee against its filing of a registration statement on Form S-2 (No. 333-121029) for the registration of the offer and sale of shares of 8% Cumulative Redeemable Preferred Stock. After that offset, the amount of the filing fee associated with the unsold shares of 8% Preferred Stock that remained was $6,550.58. Pursuant to Rule 457(p) under Securities Act, on December 10, 2004, the Registrant offset $6,335 of such unused filing fee against its filing of a registration statement on Form S-8 (No. 333-121161) for the registration of the offer and sale of Deferred Compensation Obligations. After that offset, the amount of the filing fee associated with the unsold shares of 8% Preferred Stock that remained was $215.58. Pursuant to Rule 457(p) under the Securities Act, the Registrant is offsetting $215.58 of such unused filing fee against the filing fee due in connection with this Registration Statement, resulting in a new net paid filing fee of $6,257.92.

TABLE OF CONTENTS

First Amendment of Deferred Compensation Plan

Share Option Plan Participants 2005 Plan Agreement and Election Form

Opinion/Consent of Dorsey & Whitney LLP

Consent of PricewaterhouseCoopers LLP

Consent of Deloitte & Touche LLP

Power of Attorney

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have been filed with the Securities and Exchange Commission (the “SEC”) by CHS Inc. (“we,” “us” or “CHS”), are incorporated by reference in this registration statement:

(a)	Our Annual Report on Form 10-K for the fiscal year ended August 31, 2004, as amended by our Form 10-K/A filed on August 15, 2005;
(b)	Our Quarterly Reports on Form 10-Q for the fiscal quarters ended November 30, 2004, February 28, 2005 and May 31, 2005; and
(c)	Our Current Reports on Form 8-K filed on September 22, 2004, December 14, 2004, December 15, 2004, December 17, 2004, May 4, 2005, May 16, 2005, June 1, 2005, June 8, 2005 and August 16, 2005.

     All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents.

Item 4. Description of Securities.

     The securities offered hereby are deferred compensation obligations of CHS Inc., which are being offered to eligible employees and directors of CHS and its participating affiliates under the CHS Inc. Deferred Compensation Plan (the “Plan”). The Plan permits participants to defer, in accordance with the terms of the Plan, base salary, bonuses and director fees (each a “Cash Deferral”).

     Specifically, this registration statement relates to the offer of Deferred Compensation Obligations under the Plan to participants in CHS’s Share Option Plan (the “SOP”) in connection with the amendment of the terms of outstanding options under the SOP and a related First Amendment of the Plan. Under the terms of these amendments:

• on or before December 9, 2005, each participant in the SOP will have the right to exercise all or any portion of that participant’s vested options under the SOP; and

• effective December 10, 2005, options under the SOP which are not exercised on or prior to December 9, 2005 will be converted into account balances under the Plan.

Any account balances credited from the SOP to the Plan will initially consist of two parts: the difference of the value of the securities underlying the relevant options less the exercises price and the exercise price of the relevant options (the “Exercise Price Credit”). The participant will not be entitled to payment of the Exercise Price Credit, but will have a right to deemed earnings, if any, which accrued on the portion of the account representing the Exercise Price Credit.

     The account balances described above will be credited with earnings and investment gains and losses by assuming that the amount was invested in one or more investment alternatives selected by the participant in accordance with the terms of the Plan, except that the Exercise Price Credit will be credited with earnings and investment gains and losses by assuming that the amount was invested in one or more investment alternatives selected by CHS. The deemed investment alternatives include various investment funds with different degrees of risk and a fixed interest alternative with the interest rate equal to the 10-year Treasury Note rate as of December 31 of the prior year, plus one percent. Participants may reallocate amounts among the various deemed investment alternatives up to twelve times each year. These deemed investment alternatives are merely measuring tools to determine the value of the participant’s account, and CHS is not required to invest any amounts as a result of these elections.

     The Plan is an unfunded plan, and CHS is not required to set aside any funds or otherwise provide any mechanism for paying the credited amounts at any time amounts are credited to a participant’s account. CHS’s obligations to make payments under the Plan are unsecured obligations of CHS and are subject to the claims of general creditors of CHS. These obligations will rank equally with other unsecured and unsubordinated indebtedness of CHS from time to time outstanding. All amounts payable to participants under the Plan are denominated in U.S. dollars and will be payable on the date or dates selected by each participant in accordance with the terms of the Plan or on such other date or dates as specified in the Plan. Rights to payment under the Plan are not convertible into another security of CHS.

     At the time CHS created the SOP, it also created a non-qualified grantor trust of the type commonly known as a “rabbi trust.” Each time an option was granted under the SOP, CHS contributed an amount sufficient to purchase the investment or investments selected by the optionee to the trust and the trustee invested that amount in the relevant private investment company or companies. The assets of the trust will be available to pay CHS’s obligations with respect to account balances converted from the SOP (but not to pay any of CHS’s other obligations under the Plan). However, as a “rabbi trust,” the assets of the trust remain subject to the claims of general creditors of CHS in cases of insolvency and bankruptcy and no participant in the SOP has a priority claim on, security interest in or other superior right to those assets. As a result, notwithstanding the existence of the trust, CHS’s obligations with respect to account balances credited from the SOP to the Plan will constitute unsecured obligations of CHS that rank equally with its other unsecured and unsubordinated obligations. Moreover:

• CHS has no on-going obligation to fund the trust and does not expect to do so in the future; and

• CHS expects that the assets of the trust will be used to pay CHS’s obligations with respect to account balances credited from the SOP to the Plan as those obligations mature and, as a result, there can be no assurance that there will be assets remaining in the trust when any particular credited obligation matures.

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     CHS reserves the right to amend the Plan prospectively at any time, including the right to terminate the Plan completely. No amendment will reduce a participant’s account balance as of the date of such amendment. In no event will CHS be responsible for any decline in a participants’ account balance as a result of the selection, discontinuation, addition, substitution, crediting or debiting of one or more investment alternatives.

     A participant’s rights or the rights of any other person to receive payment of deferred compensation obligations under the Plan may not be sold, assigned, transferred, pledged, garnished or encumbered, except by a written designation of a beneficiary under the Plan.

     The foregoing summarizes the material terms and provisions of the deferred compensation obligations. It is not a complete legal description of the deferred compensation obligations, and is qualified in its entirety by reference to the Plan.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 308A.325 of the Minnesota cooperative law provides that a cooperative may eliminate or limit the personal liability of a director of a cooperative for breach of fiduciary duty as a director in the cooperative’s articles of incorporation, provided, however, that the articles may not limit the liability of a director for:

• breach of the director’s duty of loyalty to the cooperative or its members;

• acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of law;

• a transaction from which the director derived an improper personal benefit; or

• an act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.

     Article IX of our Articles of Incorporation, as amended to date, eliminates or limits the personal liability of our directors to the greatest extent permitted under Minnesota law.

     Article VI of our Bylaws provides that we shall indemnify each person who is or was a director, officer, manager, employee, or agent of this cooperative, and any person serving at the request of this cooperative as a director, officer, manager, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred to the fullest extent to which such directors, officers, managers, employees or agents of an cooperative may be indemnified under Minnesota law, as amended from time to time.

     We maintain directors’ and officers’ liability insurance which covers certain liabilities and expenses of our directors and officers and covers CHS for reimbursement of payments to our directors and officers in respect of such liabilities and expenses.

Item 7. Exemption from Registration Claimed.

     Not applicable.

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Item 8. Exhibits.

4.1	CHS Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8, File No. 333-121161, filed December 10, 2004).
4.2	First Amendment of CHS Inc. Deferred Compensation Plan.
4.3	Share Option Plan Participants 2005 Plan Agreement and Election Form.
4.4	Beneficiary Designation Form for the CHS Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8, File No. 333-121161, filed December 10, 2004).
5.1	Opinion of Dorsey & Whitney LLP.
23.1	Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2	Consent of PricewaterhouseCoopers LLP.
23.3	Consent of Deloitte & Touche LLP.
24.1	Power of Attorney.

Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

               (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

               (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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     (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Inver Grove Heights, State of Minnesota, on the 4th day of November, 2005.

CHS INC.
By:	/s/ John Schmitz
	John Schmitz
	Executive Vice President and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on the 4th day of November, 2005.

Signature	Title
/s/ John D. Johnson	President and Chief Executive Officer
	(principal executive officer)
John D. Johnson
/s/ John Schmitz	Executive Vice President and Chief Financial Officer
	(principal financial officer)
John Schmitz
/s/ Jodell Heller	Vice President and Controller
	(principal accounting officer)
Jodell Heller
*
	Chairman of the Board of Directors
Michael Toelle
*
	Director
Bruce Anderson
*
	Director
Robert Bass
*
	Director
David Bielenberg
*
	Director
Dennis Carlson
	Director
Curt Eischens

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Signature	Title
*
	Director
Robert Elliott
*
	Director
Steve Fritel
*
	Director
Robert Grabarski
*
	Director
Jerry Hasnedl
*
	Director
Glen Keppy
*
	Director
James Kile
*
	Director
Randy Knecht
*
	Director
Michael Mulcahey
*
	Director
Richard Owen
*
	Director
Duane Stenzel
*
	Director
Merlin Van Walleghen

*By:	/s/ John Schmitz
	John Schmitz
	Attorney-in-fact

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EXHIBIT INDEX

Exhibit
Number	Description
4.1	CHS Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8, File No. 333-121161, filed December 10, 2004).
4.2	First Amendment of CHS Inc. Deferred Compensation Plan.
4.3	Share Option Plan Participants 2005 Plan Agreement and Election Form.
4.4	Beneficiary Designation Form for the CHS Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8, File No. 333-121161, filed December 10, 2004).
5.1	Opinion of Dorsey & Whitney LLP.
23.1	Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2	Consent of PricewaterhouseCoopers LLP.
23.3	Consent of Deloitte & Touche LLP.
24.1	Power of Attorney.

EX-4.2

CHS Inc.

Deferred Compensation Plan
Master Plan Document

FIRST AMENDMENT
OF
CHS INC.
DEFERRED COMPENSATION PLAN

     WHEREAS, CHS Inc. (the “Company”) has heretofore established and maintains a nonqualified deferred compensation plan which is embodied in a document effective December 30, 2004 and entitled “CHS Inc. Deferred Compensation Plan, Master Plan Document (the “Plan document”);

     WHEREAS, the Company has reserved to itself the power to make further amendments of the Plan document;

     NOW, THEREFORE, the Plan document is hereby amended as follows:

1. APPENDIX A – SHARE OPTION PLAN. Effective December 9, 2005, the Plan document is amended by the addition of the Appendix A attached hereto.

2. ACCOUNT BALANCE. Effective December 9, 2005, Section 1.1 of the Plan document shall be amended to read in full as follows:

1.1 “Account Balance” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of (i) the Deferral Account balance, (ii) the Company Contribution Account balance, (iii) the Company Restoration Matching Account balance, and (iv) the SOP Account balance, if any, transferred to this Plan in accordance with Appendix A. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

CHS Inc.

Deferred Compensation Plan
Master Plan Document

CHS INC.
DEFERRED COMPENSATION PLAN

APPENDIX A
Share Option Plan Accounts

	Except where expressly defined in this Appendix, the capitalized terms used herein shall have the same meanings as the same terms in the Plan document.
1.1	History. Since January 1, 1998, the Company has sponsored the CHS Inc. Share Option Plan (the “SOP”) for the purpose of providing stock options to certain key individuals. The options granted under the SOP are in shares of a private investment company established by the Company as well as shares of certain regulated investment companies. The Company has determined to discontinue the grant of additional options under the SOP effective December 9, 2005 and to amend the terms of all outstanding options as of December 31, 2005 to comply with Section 409A of the Code.
1.2	Right to Exercise in 2005. On or before December 9, 2005, each Participant in the SOP shall have the right to exercise all or any portion of such Participant’s vested options.
1.3	Conversion of Options. Effective December 10, 2005, options which are not exercised on or prior to December 9, 2005 shall be converted into an account balance (the “SOP Account”) which shall become part of the Participant’s Account Balance under the CHS Inc. Deferred Compensation Plan (the “Plan”). The initial SOP Account shall consist of two parts: (i) the difference of the value of the securities underlying the option less the exercise price (the “Option Spread”); and (ii) the exercise price of the option (the “Exercise Price Credit”). The Participant shall not be entitled to payment of the Exercise Price Credit; provided, however, that the Participant shall have a right to deemed earnings, if any, which accrue on the portion of the SOP Account representing the Exercise Price Credit.
1.4	Vesting. A Participant shall continue to vest in all options converted into an SOP Account (excluding the portion of the SOP Account representing the Exercise Price Credit) in accordance with the vesting schedule applicable to such options under the SOP.
1.5	Crediting/Debiting of SOP Account. Following the conversion, the Participant’s Option Spread shall no longer be tied to the value of the securities underlying the option immediately prior to conversion, but shall instead be credited or debited with earnings, gains or losses under one or more Measurement Funds elected by the Participant, in accordance with Section 3.9 of the Plan. The Participant’s Exercise Price Credit shall no longer be tied to the value of the securities underlying the option immediately prior to the conversion, but shall instead be credited or debited with earnings, gains or losses under one or more Measurement Funds selected by the Committee. With respect to a Participant who receives an installment or other partial distribution of the SOP Account in accordance with a Scheduled Distribution elected pursuant to Section 1.6 below, the portion of the SOP Account representing the Exercise Price Credit shall be reduced by a pro rata amount. Upon a complete distribution of the SOP Account, the Exercise Price Credit shall be reduced to zero (0).

A-1

CHS Inc.

Deferred Compensation Plan
Master Plan Document

1.6 Scheduled Distributions. A Participant who does not exercise all of such Participant’s options pursuant to Section 1.2 of this Appendix A shall, on or before December 31, 2005, irrevocably elect on an Election Form to receive one or more (not to exceed five (5)) Scheduled Distributions with respect to the Participant’s SOP Account (minus the Exercise Price Credit). For purposes of this Section 1.6, the following special rules shall apply:

(a)	Subject to the limitations described this paragraph (a), the Participant may elect to receive or commence a Scheduled Distribution as of any fixed date selected by the Participant (e.g., January 1, 2007). No more than one (1) Scheduled Distribution as of a fixed date may be made or commenced in any Plan Year, and the Plan Year designated by the Participant for the first Scheduled Distribution must be at least one (1) Plan Year after the end of the Plan Year ending December 31, 2005.
(b)	The Participant may elect on an Election Form to receive each Scheduled Distribution in a lump sum or pursuant to an Annual Installment Method of up to ten (10) years. If a Participant does not make any election with respect to the form of payment, then such Participant’s Scheduled Distribution shall be distributed in a single lump sum.
(c)	A Scheduled Distribution of the SOP Account may be postponed in accordance with Section 4.2 of the Plan. If the Participant has elected to receive multiple Scheduled Distributions, each Scheduled Distribution shall be treated as a separate payment, each of which may be postponed through a separate election. If the Participant has elected to receive a Scheduled Distribution in installments, the installments shall be treated as a single payment which must be postponed through a single election that applies to the entire payment.
(d)	Notwithstanding the foregoing, if the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee for a payout in accordance with Section 4.4 of the Plan.
(e)	With respect to a Participant who is not actively employed with the Company as of December 9, 2005, if the Participant fails to make a Scheduled Distribution election with respect to any portion of the SOP Account, that portion of the SOP Account shall be paid (minus the Exercise Price Credit) as a Scheduled Distribution during the sixty (60) day period commencing immediately after the Plan Year ending December 31, 2006. With respect to a Participant who is actively employed with the Company as of December 9, 2005, if the Participant fails to make a Scheduled Distribution election with respect to any portion of the SOP Account, that portion of the SOP Account shall be paid (minus the Exercise Price Credit) upon the occurrence of a Benefit Distribution Date on account of the Participant’s Termination of Employment, Retirement or Disability, in accordance with the terms of the Plan.

A-2

CHS Inc.

Deferred Compensation Plan
Master Plan Document

1.7

Elections for Retirement or Disability Benefit. With respect to each Participant who is actively employed by the Company as of December 9, 2005 and who does not exercise all of such Participant’s options pursuant to Section 1.2 of this Appendix A, such Participant must complete a Retirement Benefit election in accordance with Article 6 and a Disability Benefit election in accordance with Article 8.

1.8

Certain Benefits Take Precedence Over Scheduled Distributions.

(a)	Change in Control. On or before December 31, 2005, a Participant may irrevocably elect to receive a single lump sum Change in Control Benefit upon the occurrence of a Change in Control in accordance with Article 5 of the Plan. If the Participant elects to receive a Change in Control Benefit, the Change in Control shall trigger payment of the entire SOP Account (minus the Exercise Price Credit) notwithstanding any other election to receive one or more Scheduled Distributions. If a Participant does not make any election with respect to the payment of the Change in Control Benefit, then such Participant’s SOP Account shall remain in the Plan upon a Change in Control and shall be subject to the terms one or more Scheduled Distributions.
(b)	Termination, Retirement or Disability Benefit. In accordance with Section 4.3 of the Plan, the occurrence of a Benefit Distribution Date on account of the Participant’s Termination of Employment or Disability that triggers a Termination or Disability Benefit shall take precedence over one or more Scheduled Distribution elections with respect to the SOP Account; provided, however, that the provisions of this Section 1.8 shall not be applicable to any Participant who was not actively employed with the Company at the time such Participant elects a Scheduled Distribution in accordance with Section 1.6 above. The occurrence of a Benefit Distribution Date that triggers a Retirement Benefit under Article 6 shall not take precedence over any SOP Account that is subject to a Scheduled Distribution election; the SOP Account shall be paid in accordance with the applicable Scheduled Distribution election.
(c)	Death Benefit. The occurrence of the Participant’s death that triggers an automatic Death Benefit under Section 9 of the Plan shall take precedence over one or more Scheduled Distribution elections with respect to the SOP Account; the SOP Account (minus the Exercise Price Credit) shall be paid in a single lump sum in accordance with Article 9 of the Plan.

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EX-4.3

Action Required: Must be returned by December 9, 2005

CHS Inc.

Share Option Plan Participants
2005 Plan Agreement and Election Form

Deferred Compensation Plan

Name (Last, First, Middle Initial) Social Security Number

You may use this form to:

¿	Indicate the amount, if any, of vested Options you wish to exercise during the 2005 Plan Year.
¿	Elect to receive one or more (not to exceed 5) Scheduled Distributions or installment payments (Election required if you are not an active CHS employee; optional election if you are still an active employee)
¿	Allocate your SOP Account among the available investment options.

Section 1:

Share Option Deferral Election

Please select all that apply; fill in the appropriate blanks with whole percentages.

o Payment in 2005	I elect to exercise                     % of my vested Options and receive payment in 2005.
o Defer Payment	With respect to Options not exercised in 2005, I elect to receive payment of such Options in accordance with the terms of the CHS Inc. Deferred Compensation Plan and my applicable payment elections made below.
	If you are not an active CHS employee and you elect to defer payment, you must complete a Scheduled Distribution election below. If you fail to make a Scheduled Distribution election, your SOP Account shall be paid (minus the Exercise Price Credit) during the sixty (60) day period commencing immediately after December 31, 2006.
	If you are still an active CHS employee and you elect to defer payment, you may (but need not) complete a Scheduled Distribution election. If you fail to make a Scheduled Distribution election, your SOP Account shall be paid (minus the Exercise Price Credit) following your Termination of Employment, Retirement or Disability, in accordance with the terms of the CHS Inc. Deferred Compensation Plan (and the form of Retirement Benefit or Disability Benefit payment you elected under the Plan, as applicable).

Version 2.6 1

Action Required: Must be returned by December 9, 2005

CHS Inc.

Share Option Plan Participants
2005 Plan Agreement and Election Form

Deferred Compensation Plan

Name (Last, First, Middle Initial)

Section 2:

Scheduled Distribution Election*

Please complete this section if you wish to receive a Scheduled Distribution.

Former Employees: If you are a former employee of CHS Inc. with an SOP Account, you must make a Scheduled Distribution Election if you do not wish to receive payment of your SOP Account in 2007.

Active Employees: This section is optional and should be completed if you desire a scheduled distribution. If you do not make an election under this section, your account balance will be paid out at termination of employment, retirement, disability, or death in accordance with the terms of the plan and your election form.

Please elect one of the following:

o Series of Payments. I irrevocably elect to receive one or more (not to exceed 5) Scheduled Distributions of my SOP Account, as well as any investment gains or losses attributable to such amounts, in the manner indicated below. If you are an active employee and you elect to receive a Scheduled Distribution on a date following your Retirement, the Scheduled Distribution will be paid on the date you have elected below, rather than as part of your Retirement Benefit.

1.	% payable within 60 days of January 1,                      (must be 2007 or later)
2.	% payable within 60 days of January 1,
3.	% payable within 60 days of January 1,
4.	% payable within 60 days of January 1,
5.	% payable within 60 days of January 1,

o	Single Lump Sum: I irrevocably elect to receive one Scheduled Distribution of my SOP Account, as well as any investment gains or losses attributable to such amounts, in the manner indicated below. If you are an active employee and you elect to receive a Scheduled Distribution on a date following your Retirement, the Scheduled Distribution will be paid on the date you have elected below, rather than as part of your Retirement Benefit.
	A lump sum payment within 60 days of January 1, ___ (Must be 2007 or later)
o	Annual installments: I irrevocably elect to receive annual installments of my SOP Account, as well as any investment gains or losses attributable to such amounts, in the manner indicated below. If you are an active employee and you elect to receive a Scheduled Distribution on a date following your Retirement, the Scheduled Distribution will be paid on the date you have elected below, rather than as part of your Retirement Benefit.
	Annual installments for (___) years (up to 10 years) beginning January 1,                      (Must be 2007 or later)

* If you choose not to elect a Scheduled Distribution, or you elect to receive less than 100% of your SOP Account as a Scheduled Distribution, the remainder of your SOP Account (minus the Exercise Price Credit), and any related investment gains or losses, will be paid to you along with the rest of your vested Account Balance pursuant to the Plan. If you are a former employee of CHS Inc. and you fail to make a Scheduled Distribution Election as to 100% of your SOP Account, the remainder of your SOP Account (minus the Exercise Price Credit) will be paid to you in 2007. You may elect to postpone the distribution of a previously designated Scheduled Distribution, provided (i) you submit a properly completed Scheduled Distribution Change Form to the Committee at least one year prior to your previously designated Scheduled Distribution date, (ii) the new Scheduled Distribution date you select is at least five years after your previously designated Scheduled Distribution date, and (iii) the election of the new Scheduled Distribution date is not effective until at least one year after the date the election is made. You may postpone each scheduled distribution no more than three times.

Version 2.6 2

Action Required: Must be returned by December 9, 2005

CHS Inc.

Share Option Plan Participants
2005 Plan Agreement and Election Form

Deferred Compensation Plan

Name (Last, First, Middle Initial)

Section 3:

Allocation Election

Please select in whole percentage increments; the total must equal 100%.

You must make an allocation election. Any portion of your SOP Account (excluding the Exercise Price Credit) for which you do not select a Measurement Fund will be deemed allocated to the Vanguard Prime Money Market Fund.

I elect to allocate my SOP Account (excluding the Exercise Price Credit) to the following Measurement Funds:

o Vanguard Prime Money Market Fund	%
o Vanguard LifeStrategy Income Fund	%
o Vanguard LifeStrategy Conservative Growth Fund	%
o Vanguard LifeStrategy Moderate Growth Fund	%
o Vanguard LifeStrategy Growth Fund	%
o Ten-Year T-Note Fund	%

Version 2.6 3

Action Required: Must be returned by December 9, 2005

CHS Inc.

Share Option Plan Participants
2005 Plan Agreement and Election Form

Deferred Compensation Plan

Unless otherwise provided in this Agreement, the capitalized terms in this Agreement shall have the same meaning as under the Plan’s master plan document (the “Plan Document”) a copy of which has been made available to the Participant. Effective December 10, 2005, options under the CHS Inc. Share Option Plan which are not exercised on or prior to December 9, 2005 shall be converted into an account balance (the “SOP Account”) which shall become part of the Participant’s Account Balance under the CHS Inc. Deferred Compensation Plan (the “Plan”). The Plan Document (including Appendix A thereto relating to SOP Accounts) is hereby incorporated into and made a part of this Agreement as though set forth in full in this Agreement. The Participant’s SOP Account shall be governed by the terms of the Plan Document (including Appendix A thereto), and upon conversion of the options into the SOP Account, the Company shall have no further obligations under the terms of the Share Option Plan. The Participant hereby acknowledges that he or she has read and understands this Agreement and the Plan Document and as a condition to participation in the Plan, the Participant must complete, sign, date and return to the Committee an original copy of this Agreement, various Election Forms as required by the Committee, and a Beneficiary Designation.

This Agreement shall inure to the benefit of, and be binding upon the Employer, its successors and assigns, and the Participant. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Minnesota without regard to its conflicts of laws principles.

ACKNOWLEDGED AND AGREED:		ACCEPTED:
Signature of Participant	Date	For the Committee                                Date
Name (Last, First, Middle Initial)

Version 2.6

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EX-5.1

Exhibit 5.1

[Dorsey and Whitney LLP Letterhead]

November 4, 2005

CHS Inc.
5500 Cenex Drive
Inver Grove Heights, MN 55077

     Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as counsel to CHS Inc., a Minnesota cooperative corporation (the “Company”), in connection with a Registration Statement on Form S-8 relating to the registration of the offer and sale by the Company of up to $55,000,000 of deferred compensation obligations (the “Deferred Compensation Obligations”) under the CHS Inc. Deferred Compensation Plan (as in effect on the date of this opinion, the “Plan”).

     We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinions set forth below. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.

     Based on the foregoing, we are of the opinion that the Deferred Compensation Obligations have been duly authorized by the Company and, when created in accordance with the terms of the Plan, will be valid and binding obligations of the Company, except as limited by bankruptcy, insolvency, or other laws of general application relating to or affecting creditors’ remedies and by general principles of equity.

     Our opinions expressed above are limited to the laws of the State of Minnesota.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Dorsey & Whitney LLP

RKC/CFS

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated October 28, 2004 relating to the consolidated financial statements of CHS Inc., which appears in CHS Inc.’s Annual Report on Form 10-K for the year ended August 31, 2004.

/s/ PricewaterhouseCoopers LLP  

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
November 3, 2005

EX-23.3

Exhibit 23.3

INDEPENDENT AUDITORS’ CONSENT

     We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 20, 2005, relating to the financial statements of Ventura Foods, LLC appearing in the Annual Report on Form 10-K/A of CHS Inc. for the year ended August 31, 2004.

/s/ Deloitte & Touche LLP  

Costa Mesa, California
November 3, 2005

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of John D. Johnson and John Schmitz his or her true and lawful attorney-in-fact and agent, with full power to each act without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, and any and all amendments (including post-effective amendments) thereto, relating to the CHS Inc. Deferred Compensation Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed on the 2nd day of November, 2005, by the following persons:

Signature	Title
/s/ John D. Johnson	President and Chief Executive Officer
John D. Johnson	(principal executive officer)
/s/ John Schmitz	Executive Vice President and Chief Financial Officer
John Schmitz	(principal financial officer)
/s/ Jodell Heller	Vice President and Controller
Jodell Heller	(principal accounting officer)
/s/ Michael Toelle	Chairman of the Board of Directors
Michael Toelle
/s/ Bruce Anderson	Director
Bruce Anderson
/s/ Robert Bass	Director
Robert Bass
/s/ David Bielenberg	Director
David Bielenberg
/s/ Dennis Carlson	Director
Dennis Carlson

Signature	Title
	Director
Curt Eischens
/s/ Robert Elliott	Director
Robert Elliott
/s/ Steve Fritel	Director
Steve Fritel
/s/ Robert Grabarski	Director
Robert Grabarski
/s/ Jerry Hasnedl	Director
Jerry Hasnedl
/s/ Glen Keppy	Director
Glen Keppy
/s/ James Kile	Director
James Kile
/s/ Randy Knecht	Director
Randy Knecht
/s/ Michael Mulcahey	Director
Michael Mulcahey
/s/ Richard Owen	Director
Richard Owen
/s/ Duane Stenzel	Director
Duane Stenzel
/s/ Merlin Van Walleghen	Director
Merlin Van Walleghen

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