CHS Inc Term Sheet Timothy Nye Skidmore

Salary – $450,000

Maximum award equal to 140% of salary

Incentive period would commence on September 1, 2013 (first day of 2013 – 2014 fiscal year)

Long-term incentive

Incentive plan design, award composition and vesting provisions based on Company’s practice for all other senior executives: cash awards, if earned, are deferred each November into a 409 (A) non-qualified deferred compensation plan and vest 1/3 each of the subsequent three January’s. Subject to 409(A), distributions can commence when awards are fully vested or upon reaching retirement age.

Would be eligible for full 36 month award at the end of 2012- 2014 plan period (September 1, 2012 – August 31, 2014)

Replacement Compensation for Unvested Restricted Stock

Subject to continuing employment with CHS, to be delivered in restricted cash awards on the following schedule: (i) $180,000 within 30 days of start date, (ii) $180,000 within 30 days after the first anniversary of start date, and (iii) $ 180,000 within 30 days after the second anniversary of the start date. These amounts are not eligible compensation under CHS benefit plans.

Acceleration at death, disability, involuntary termination without “cause,” or voluntary termination for “good reason”

Replacement Compensation for Forfeited 2013 Incentives

Subject to continuing employment with CHS, CHS will provide reimbursement for whatever portion of current employer’s annual incentive that is not paid by current employer to be delivered in restricted cash awards on the following schedule: (i) a maximum of $55,163 within 30 days of start date, (ii) a maximum of $55,163 within 30 days after the first anniversary of start date, and (iii) a maximum of $55,163 within 30 days after the second anniversary of the start date. These amounts are not eligible compensation under CHS benefit plans.

Acceleration at death, disability, involuntary termination without “cause,” or voluntary termination for “good reason”

Participate in plans generally available to other Company executives and are described in attached Executive Benefits Summary. CHS will guarantee no break in health care coverage from current employer to CHS. In addition, since there is a one year waiting period for eligibility for the CHS Pension Plan and Profit Sharing Plan, the Executive will be granted similar sized contributions in accordance with start date (as noted on the attached Executive Benefits Summary) to non-qualified plan accounts.

Compensation by the Company without “good cause” or for “good reason” will be

Executive level relocation assistance

Perquisites currently consist of company-paid yearly executive physical at the Mayo Clinic and up to $2,500 per year (or $5,000 every two years) as reimbursement for personal financial planning services

Covenants: confidentiality and non-disparagement requirements

Offer subject to background and credit checks

Deliberate and continued failure to substantially perform duties and responsibilities after written notice

Conviction of, or plea of guilty or no contest to, felony

Material violation of Company policy

Act of fraud or dishonesty resulting or intended to result in personal enrichment at Company’s expense

Gross misconduct in performance of duties that results in material economic harm to Company

Assignment of duties or responsibilities that are materially inconsistent with duties or responsibilities of the CFO position

Material diminution in authority, duties or responsibilities

A 10% or more reduction in salary, except for across-the-board reductions

Company’s material breach of any obligation under Agreement