**Exhibit 10.24**

** **

**AMENDMENT NO. 3**

**TO**

**AMERICAN CRYSTAL SUGAR COMPANY**

**2005 LONG TERM INCENTIVE PLAN**

** **

**WHEREAS**, the Board of Directors of American Crystal SugarCompany (“ACSC”) previously adopted the American Crystal Sugar Company 2005Long Term Incentive Plan (the “Plan”), generally effective January 1,2005; and

 

**WHEREAS**, pursuant to Article 11 of the Plan, the Boardof Directors has the authority to amend the Plan at any time; and

 

**WHEREAS**, the Board of Directors deems it necessary to amendthe Plan with regard to the investment options available for adjustingparticipants’ deferred compensation accounts;

 

**NOW, THEREFORE, RESOLVED**, that, effective January 1,2009, the American Crystal Sugar Company 2005 Long Term Incentive Plan be andit is hereby amended as follows:

 

1.                                       Section 7.3of Article 7 of the Plan is hereby amended in its entirety to read asfollows:

 

“Section 7.3                                Valuation ofDeferred Compensation Account.

 

(a)           A Participant may request that his Deferred CompensationAccount be allocated among the available investment options established by theCompany.  The initial allocation requestshall remain in effect for all subsequent deferrals until changed by theParticipant.  A Participant may changehis or her investment allocation by completing such written or electronic formsas may be required by the Company, and shall become effective as soon asadministratively feasible after the Company or other person identified on suchforms receives the Participant’s request. Although the Company intends to invest the amounts credited to theParticipant’s Deferred Compensation Account according to the Participant’srequests, it reserves the right to invest such amounts without regard to suchrequests.

 

(b)           Each Participant’s Deferred Compensation Account shall bevalued as of the last day of each Plan Year and as of such other dates as areselected by the Company.  Such valuationshall reflect the aggregate amounts credited to the Deferred CompensationAccount pursuant to Section 4.1, Section 6.5, Section 6.6 or Section 7.2of the Plan and any earnings or losses credited to the Participant’s DeferredCompensation Account based upon the earnings or losses of the investmentoptions applicable to the Participant’s Deferred Compensation Account pursuantto this Section 7.3.  For purposesof crediting earnings or losses as of a valuation date, all amounts credited tothe Participant’s Deferred Compensation Account since the prior valuation datewill be treated as having been credited as of the prior valuation date.”

 

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2.             Except as expressly modifiedherein, all other provisions of the Plan shall remain in full force and effect.

 

**IN WITNESS WHEREOF**, the Chief ExecutiveOfficer of American Crystal Sugar Company has caused this instrument to beexecuted as of this 11th day of December, 2008.

 
| ** **          | **AMERICAN  CRYSTAL SUGAR COMPANY** |
|---------------------|-------------------------------------|
| ** **          | ** **                          |
| ** **          | ** **                          |
|                | By                                  | /s/ David A. Berg |
|                |                                | David  A. Berg, Chief Executive Officer |
|                |                                |
| STATE  OF MINNESOTA | )                                   |   |
|                | )  SS.                              |   |
| COUNTY  OF CLAY     | )                                   |   |

 

Onthis 11th day of December, 2008, before me personallyappeared David Berg, to me personally known, who, being by me first duly sworn,did depose and say that he the Chief Executive Officer of American CrystalSugar Company, the corporation named in the foregoing instrument; that the seal(if any) affixed to said instrument is the corporate seal of said corporation,and that said instrument was signed and sealed (if sealed) on behalf of saidcorporation by authority of its Board of Directors; and he acknowledged saidinstrument to be the free act and deed of said corporation.

 

 
|   | /s/  Karen Brown |
|--------|------------------|
|   | Notary  Public   |

 

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