SECOND AMENDMENT OF CHS INC. DEFERRED COMPENSATION PLAN

Employee Benefits Plan Agreement

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CHS INC

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Title: SECOND AMENDMENT OF CHS INC. DEFERRED COMPENSATION PLAN
Date: 7/12/2006

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Exhibit 10.5

CHS Inc.

Deferred Compensation Plan
Master Plan Document

SECOND 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, as amended by one amendment (collectively, 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. CHANGE IN CONTROL BENEFIT. Effective July 1, 2006, the Section 5.1 of the Plan document is amended to read in full as follows:

5.1.

Change in Control Benefit. The provisions of this Change in Control Benefit Article, which are hereby implemented effective July 1, 2006, shall be subject to such conditions and limitations as the Committee may prescribe from time to time for administrative convenience and to comply with the provisions of Code Section 409A. Each Participant, in connection the implementation of this provision (or for any future Participant, in connection with his or her commencement of participation in the Plan), shall irrevocably elect on an Election Form whether to (i) receive a Change in Control Benefit upon the occurrence of a Change in Control, which shall be equal to the Participant’s vested Account Balance, calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Committee in its sole discretion, or (ii) to have his or her Account Balance remain in the Plan upon the occurrence of a Change in Control and to have his or her Account Balance remain subject to the terms and conditions of the Plan. If a Participant does not make any election with respect to the payment of the Change in Control Benefit, then such Participant’s Account Balance shall remain in the Plan upon a Change in Control and shall be subject to the terms and conditions of the Plan.

2. APPENDIX B – SUPPLEMENTAL SAVINGS PLAN ACCOUNTS. Effective July 1, 2006, the Plan document is amended by the addition of the Appendix B attached hereto.

3. APPENDIX C – SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ACCOUNTS. Effective July 1, 2006, the Plan document is amended by the addition of the Appendix C attached hereto.

CHS Inc.

Deferred Compensation Plan
Master Plan Document

CHS INC.
DEFERRED COMPENSATION PLAN

APPENDIX B
Supplemental Savings 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, 1999, the Company has sponsored the CHS Inc. Supplemental Savings Plan (the “SSP”) for the purpose of allowing a select group of management and highly compensated employees to voluntarily defer compensation. The Company has determined to discontinue voluntary deferrals under the SSP effective July 1, 2006.

1.2		Conversion of Account Balances. Effective July 1, 2006, voluntary deferrals previously deferred pursuant to the terms of the SSP shall become part of the Participant’s Deferral Account balance under this Plan. Following the conversion, the Participant’s SSP Account shall no longer be credited with interest income under the terms of the SSP, 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. Notwithstanding the foregoing, the following special rules shall apply:

	(a)		Amounts deferred under the SSP pursuant to an election providing one or more scheduled payments, all of which are to be paid in full no later than December 31, 2008, shall not become part of the Plan, but shall instead continue to be governed by the terms of the SSP until such amounts, and any earnings thereon, are paid in full.

	(b)		Amounts deferred under the SSP which are in pay status as of July 1, 2006 but which are not scheduled to be paid in full on or before December 31, 2008, shall become part of the Plan but shall be paid in accordance with the schedule elected under the SSP. Unpaid amounts shall be credited or debited with earnings, gains or losses in accordance with Section 3.9 of the Plan.

	(b)		Amounts deferred under the SSP by any SSP Participant who is an employee of Cofina Financial, LLC as of July 1, 2006 shall not become part of this Plan, but rather, shall become part of the Participant’s Deferral Account balance under the Cofina Financial, LLC Deferred Compensation Plan.

1.3

Payment Elections. With respect to each Participant in the SSP who first becomes a Participant in this Plan when his or her SSP Account becomes part of the Deferral Account balance under this Plan, on or prior to July 1, 2006, such Participant must complete a Retirement Benefit election in accordance with Article 6 and a Disability Benefit election in accordance with Article 8 (other than with respect to benefits in pay status under Section 1.2(b) above). Such Participant may also (but need not) irrevocably elect to receive a single lump sum

B-1