**Exhibit 10.23**

** **

**AMENDMENT NO. 2**

**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 tomodify certain provisions of the Plan to ensure that the payment terms complywith Section 409A of the Internal Revenue Code of 1986, as amended, andthe notices, regulations and other guidance of generally applicability issuedthereunder;

 

**NOW, THEREFORE, RESOLVED**, that, effectiveimmediately, the American Crystal Sugar Company 2005 Long Term Incentive Planbe and it is hereby amended as follows:

 

1.                                       Section 6.4of Article 6 of the Plan is hereby amended by adding a new subsection (d),which shall read as follows:

 

“(d)         Notwithstandinganything in this Article 6 to the contrary, payment to or on behalf of aParticipant shall be made or commence within ninety (90) days of the earliestof (i) the date selected by the Participant pursuant the Special Election,(ii) the Participant’s Separation from Service, (iii) the Participant’sdeath, (iv) the Participant’s Disability, or (v) the Participant’sRetirement.”

 

2.                                       Section 6.6of Article 6 of the Plan is hereby amended in its entirety to read asfollows:

 

“Section 6.6                                Unit RetainPayments.

 

(a)           Each Participant shall be eligible toreceive an annual unit retain payment as determined by the Company and subjectto this Section 6.6.  The annualunit retain payment payable to or on behalf of a Participant shall be paid bythe Company to the Participant, or the Participant’s Beneficiary, unless theParticipant has made an election to defer the payments on forms provided by theCompany.  If such an election has beenmade, no unit retain payment shall be paid to the Participant or the Participant’sBeneficiary under this Section 6.6, but shall be allocated to theParticipant’s Deferred Compensation Account and paid to the Trust.  The amount of each unit retain payment shallbe equal to the amount subtracted from the gross beet payment per acre for unitretains used in the calculation of the profit payments in Section 6.5.  Each such unit retain payment shall bedetermined during the fiscal year of the Company as may correspond to therevolvement cycle, if any, for the Company’s preferred shareholders; it beingthe 

 

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intention that the amount ofunit retains payment to be paid to Participants will be paid on the sameschedule as unit retains are revolved to the Company’s preferred shareholders.

 

(b)           Notwithstanding the foregoing, uponpayment of the entire value of the vested shares of the Participant’s PhantomStock and the vested portion of the Participant’s Deferred Compensation Accountdue to (i) Separation from Service, death, Disability or Retirementpursuant to Section 6.4, or (ii) a Change of Control pursuant to Section 6.7(collectively referred to as a “Distribution Event”), the Participant shall,within ninety (90) days following the Distribution Event, receive a lump sumpayment equal to the present value of any unpaid annual unit retainpayments.  Such present value shall becalculated based on an interest rate **[equal to (i) theone-year Treasury Bill rate for amounts payable within two (2) years ofthe date of the Distribution Event, and (ii) the five-year Treasury Bondrate for amounts payable later than two (2) years from the date of theDistribution Event]**,****and thethen-current unit retain revolvement cycle applicable to the Company’spreferred shareholders **[in effect on the date ofthe Distribution Event]**.”

 

3.             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 5th day of November, 2007.

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

 

Onthis 5th day of November, 2007, 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/  Cecile M. Satrom |
|--------|-----------------------|
|   | Notary  Public        |

 

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