**Exhibit 10.20**

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**AMERICAN CRYSTAL SUGAR COMPANY**

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**RESTATED SUPPLEMENTAL EXECUTIVERETIREMENT PLAN**

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**Amendedand Restated November 2008**

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**TABLE OF CONTENTS**

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| ** **       | **Page**                             |
|------------------|--------------------------------------|
| ** **       | ** **                           | ** ** |
| **INTRODUCTION** | ** **                           | **1** |
| ** **       | ** **                           | ** ** |
| **ARTICLE I**    | **DEFINITIONS**                      | **2** |
| ** **       | ** **                           | ** ** |
| **ARTICLE II**   | **PARTICIPATION**                    | **4** |
|             | 2.01.                                | ELIGIBILITY TO PARTICIPATE | 4 |
|             |                                 |   |
| **ARTICLE III**  | **SUPPLEMENTAL RETIREMENT  BENEFIT** | **4** |
|             | 3.01.                                | COMPANY CONTRIBUTIONS | 4 |
|             | 3.02.                                | EMPLOYEE CONTRIBUTIONS | 5 |
|             | 3.03.                                | ADJUSTMENT TO ACCOUNTS | 6 |
|             | 3.04.                                | INVESTMENTS | 6 |
|             | 3.05.                                | VESTING | 6 |
|             | 3.06.                                | PAYMENT OF BENEFITS | 7 |
|             | 3.07.                                | DEATH BENEFIT | 8 |
|             | 3.08.                                | CONTRIBUTIONS TO TRUST | 8 |
|             | 3.09.                                | BENEFITS UNDER LONG TERM  INCENTIVE PLAN | 8 |
|             |                                 |   |   |
| **ARTICLE IV**   | **ADMINISTRATION**                   | **8** |
|             | 4.01.                                | POWERS | 8 |
|             | 4.02.                                | COMPANY | 10 |
|             | 4.03.                                | LIABILITY | 10 |
|             |                                 |   |   |
| **ARTICLE V**    | **MISCELLANEOUS**                    | **10** |
|             | 5.01.                                | AMENDMENT AND TERMINATION | 10 |
|             | 5.02.                                | NO ALIENATION OF BENEFITS | 11 |
|             | 5.03.                                | NO CONTRACT OF EMPLOYMENT | 11 |
|             | 5.04.                                | EXPENSES | 11 |
|             | 5.05.                                | FUNDING | 11 |
|             | 5.06.                                | GOVERNING LAW | 11 |
|             | 5.07.                                | SEVERABILITY | 11 |
|             | 5.08.                                | INCOMPETENT PARTICIPANTS | 12 |
|                  |                                      |  |  |  |  |  |  |  |  |  |

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**AMERICAN CRYSTAL SUGAR COMPANY**

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**SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN**

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**Introduction**

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**WHEREAS,** AmericanCrystal Sugar Company, a Minnesota agriculture cooperative corporation (the “Company”),maintains the American Crystal Sugar Company 401(k) Partnership Plan andTrust and Retirement Plan A for Employees of American Crystal Sugar Company;and

 

**WHEREAS,** Code Sections401(a)(17), 402(g), 414(s) and 415 place limits on the contributions whichcan be made on behalf of a participant under a qualified defined contributionplan and a qualified defined benefit plan; and

 

**WHEREAS,** Code Sections401(a)(4), 401(k), and 401(m) impose nondiscrimination requirements onsalary reduction and employer matching contributions made on behalf of aparticipant under a qualified defined contribution plan; and

 

**WHEREAS,** the Company adopted the American Crystal SugarCompany Supplemental Executive Retirement Plan (the “Plan”), effective October 2,1994, to provide a select group of management or highly compensated employeeswith supplemental retirement benefits and the opportunity to make additionaldeferrals; and

 

**WHEREAS**, the Company has amended the Plan from time totime, including amendments required to comply with Code Section 409A andthe notices, regulations and other guidance of general applicability issuedthereunder; and

 

**WHEREAS,** the Company desires to amend and restate theAmerican Crystal Sugar Company Supplemental Executive Retirement Plan toreflect all such amendments and to further clarify certain provisions of thePlan;

 

**NOW, THEREFORE,** the Company hereby adopts the amended andrestated Plan, generally effective January 1, 2008.  Participation Agreements in effect prior tothe adoption of this amended and restated Plan shall remain in effect pursuantto Section 3.02(C).

 

**RESOLVED, FURTHER**, that, for purposes of P.L. 104-95, 4 U.S.C.Section 114, governing state taxation of nonqualified deferredcompensation, the Pension SERP Account shall constitute a separate planmaintained solely for the purpose of providing retirement benefits in excess ofthe limitations imposed on the Pension Plan by Code Sections 401(a)(17) or 415,or any other limitation on contributions or benefits imposed on the PensionPlan by the Code.  Further, the rules governingstate taxation of nonqualified deferred compensation under P.L. 104-95, 4 U.S.C.Section 114, shall apply to the 401(k) SERP Account, Employee SERPContribution Account and Employer SERP Contribution Account only if theParticipant elects to receive his or her Accounts in the form of equal annualinstallments over a period of ten (10) years.

 

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**ARTICLE I**

**DEFINITIONS**

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Whenever used herein withthe initial letter capitalized, words and phrases shall have the meaning statedbelow unless a different meaning is plainly required by the context.  For purposes of construction of this Plan,the masculine term shall include the feminine and the singular shall includethe plural in all cases in which they could thus be applied.

 

**ACCOUNTS** shall mean the401(k) SERP Account, Pension SERP Account, Employer SERP ContributionAccount and Employee SERP Contribution Account, maintained for the benefit ofeach Participant pursuant to Sections 3.01 and 3.02, and any other accountestablished under and described in any other provision of this Plan.

 

**BENEFICIARY** means thepersons or person or other entity designated by a Participant to receive anybenefit under the Plan which may be due upon the Participant’s death.  The dissolution of the marriage of aParticipant shall void a beneficiary designation by the Participant in favor ofthe Participant’s spouse in that marriage. That dissolution, however, shall have no affect on any other Beneficiarynamed by the Participant in the beneficiary designation form on file with theAdministrator at the time of that dissolution or on any beneficiary designationform made by the Participant subsequent to that dissolution.  If the Participant has not designated aBeneficiary, if no Beneficiary designated by the Participant survives theParticipant, or if, following a dissolution of marriage, the Participant hasnot named any other Beneficiary, any benefit payable under the Plan shall bepaid to the Participant’s estate.

 

**BOARD OFDIRECTORS** means the Board of Directors of American CrystalSugar Company.

 

**CODE** means theInternal Revenue Code of 1986, as amended from time to time.

 

**COMPANY** means American Crystal Sugar Company, a Minnesotaagriculture cooperative corporation.

 

**COMPENSATION** means Compensation asdefined in Section 1.12(A) of the 401(k) Plan, except however,Compensation shall include amounts deferred under Section 3.02 of thisPlan.

 

**DISABILITY** means the Participant is unable to engage in anysubstantial gainful activity by reason of any medically determinable physicalor mental impairment that can be expected to result in death or can be expectedto last for a continuous period of not less than twelve (12) months.

 

**EMPLOYEESERP CONTRIBUTION ACCOUNT** means the account established on behalf ofeach Participant pursuant to Section 3.02.

 

**EMPLOYER CONTRIBUTION** means theEmployer Contribution provided for under the terms of the 401(k) Plan foremployees who are hired or rehired on or after September 1, 2007, or whotransfer from a union position to a nonunion position on or after September 1,2007.

 

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**EMPLOYERSERP CONTRIBUTION ACCOUNT** means the account established on behalf ofeach Participant pursuant to Section 3.02.

 

**401(k) PLAN** means theAmerican Crystal Sugar Company 401(k) Partnership Plan and Trust.

 

**401(k) SERPACCOUNT** means the account with that name established on behalf of aParticipant pursuant to Section 3.01.

 

**PARTICIPANT** means a personwho has satisfied the requirements of Section 2.01.

 

**PARTICIPATIONAGREEMENT** means an agreement executed by a Participant and theCompany authorizing the Company to deliver a portion of the Participant’sCompensation through regular payroll deductions.

 

**PENSIONPLAN** means Retirement Plan A for Employees of American Crystal SugarCompany.

 

**PENSIONSERP ACCOUNT** means the account with that name established onbehalf of a Participant pursuant to Section 3.01.

 

**PLAN** means theAmerican Crystal Sugar Company Supplemental Executive Retirement Plan as it maybe amended from time to time.

 

**PLAN YEAR** means, for thepurposes of the 401(k) Plan, the twelve (12) month period which begins on January 1,and ends on December 31.  For thepurposes of the Pension Plan, Plan Year means the twelve (12) month periodwhich begins on March 1 and ends on February 28.

 

**SEPARATION FROM SERVICE** means termination ofemployment with the Company and all affiliates for any reason, including butnot limited to voluntary resignation, termination by the Company (either withor without cause) or retirement.  AParticipant shall not be deemed to have a Separation from Service if theParticipant is on military leave, sick leave, or other bona fide leave ofabsence if the period of such leave does not exceed six (6) months, or, iflonger, so long as the Participant’s right to reemployment with the Company isprovided either by statute or contract. If the period of leave exceeds six (6) months and the Participant’sright to reemployment is not provided either by statute or contract, theParticipant shall be deemed to have a Separation from Service on the first dayimmediately following such six-month period.

 

**TRUST** means thetrust established or maintained by the Company that is used in connection withthis Plan to assist the Company in meeting its obligations under the Plan andwhich is hereby incorporated into the Plan by this reference.

 

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**ARTICLE II**

**PARTICIPATION**

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**2.01.****                    ****ELIGIBILITY TO PARTICIPATE**

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The Chief Executive Officer, Chief OperatingOfficer, Chief Financial Officer and any Vice-President shall be eligible toparticipate in the Plan.  In addition,the Board of Directors or its delegate may, from time to time, identify otheremployees of the Company who are select management or highly compensatedemployees of the Company as eligible to participate in this Plan on the datedesignated by the Board of Directors. The Company shall designate whether such employee is eligible to becredited with Company contributions pursuant to Section 3.01, to make employeecontributions pursuant to Section 3.02, or both.

 

**ARTICLE III**

**SUPPLEMENTAL RETIREMENT BENEFIT**

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**3.01.****                    ****COMPANY CONTRIBUTIONS**

 

(a)                                  The Companyshall maintain a 401(k) SERP Account and a Pension SERP Account on itsbooks on behalf of each Participant. Each Plan Year, the Company shall credit each Participant’s Accountswith the amounts determined in (1) and (2) below:

 

(1)                                  The 401(k) SERPAccount of a Participant who participates in the 401(k) Plan shall becredited with a contribution equal to (A) reduced by (B) as follows:

 

(A)                              An amount equalto the lesser of:

 

(i)                                     The amount deferred underthe 401(k) Plan; plus the amount deferred under Section 3.02 of thisPlan; or

 

(ii)                                  Four percent (4%) of theParticipant’s Compensation.

 

(B)                                The amount the Companyactually contributed as a matching contribution on the Participant’s behalfunder the 401(k) Plan.

 

(2)                                  The Pension SERP Account ofa Participant who participates in the Pension Plan shall be provided a benefitequal to (A) reduced by (B) as follows:

 

(A)                              The Participant’s PensionPlan benefit if the limitation of Code Sections 415 and 401(a)(17) did notapply and amounts deferred under Section 3.02 of this Plan had beenincluded in the definition of compensation under the Pension Plan,

 

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(B)                                The benefit amount actuallyprovided on the Participant’s behalf under the Pension Plan.

 

(b)                                 A Participant’s Accountsshall be credited with the amounts determined pursuant to Section 3.01(a) aboveat the same time such amounts would have been credited to the Participant’saccount in the 401(k) Plan and the Pension Plan, respectively.

 

(c)                                  The Company shall maintainan Employer SERP Contribution Account on its books on behalf of eachParticipant who is eligible for an Employer Contribution under the 401(k) Plan.  Throughout the Plan Year, the Company shallcredit such Participant’s Employer SERP Contribution Account with an amountequal to (A) reduced by (B) as follows:

 

(A)                              The Participant’s EmployerContribution calculated by assuming that the limitations of Code Sections 415and 401(a)(17) did not apply and that the amounts deferred under Section 3.02of this Plan had been included in the definition of compensation under the 401(k) Plan,

 

(B)                                The amount of the EmployerContribution actually contributed on the Participant’s behalf under the 401(k) Plan.

 

Such amount shall becredited to the Participant’s Employer SERP Contribution Account at the sametime such amounts would have been credited to the Participant’s EmployerContribution Account maintained for the Participant under the 401(k) Plan.

 

**3.02.****                    ****EMPLOYEE CONTRIBUTIONS**

 

(a)                                  Each Participant may irrevocablyelect to defer Compensation under the Plan by authorizing, on a ParticipationAgreement, regular payroll deductions equal to between two percent (2%) andtwenty percent (20%) of his Compensation in integral percentages.

 

(b)                                 Each participant may alsoirrevocably elect to defer up to one hundred percent (100%) of any bonuses heis paid by the Company during the Plan Year or any Per Acre Profit Payments hereceives during the Plan Year; provided, however, that deferrals of Per AcreProfit Payments shall not be permitted under this Plan on or after January 1,2005.

 

(c)                                  Prior to the later of (i) thefirst day of the Plan Year, or (ii) the 31st day after theParticipant becomes eligible to participate in the Plan, each Participant shallenter into a Participation Agreement. Such Participation Agreement shall be irrevocable, shall apply only toCompensation earned after the date of the Participation Agreement and shallremain in effect for the Plan Year unless the Participant has a Separation fromService.  A Participant may not modifyhis Participation Agreement during a Plan Year.

 

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(d)                                 The Company shall maintainan Employee SERP Contribution Account on its books on behalf of eachParticipant electing to defer Compensation, bonuses or Per Acre Profit Paymentspursuant to this Section 3.02; provided, however, that deferrals of PerAcre Profit Payments shall not be permitted under this Plan on or after January 1,2005.  During each Plan Year, the Companyshall credit each Participant’s Employee SERP Contribution Account with anamount equal to the amounts deferred pursuant to Section 3.02(a) and3.02(b).

 

**3.03.****                    ****ADJUSTMENT TO ACCOUNTS**

 

Each Participant’s Accountsshall be valued at fair market value as of the last day of each Plan Year andsuch other dates as are selected by the Company.  The Accounts shall reflect the Participant’saggregate deferral amounts and any earnings or losses attributable to suchamounts.

 

The Participant’s PensionSERP Account shall not be valued under this Section 3.03 but shall reflectthe benefit described in Section 3.01(a)(2).

 

The earnings or lossescredited to a Participant’s Accounts shall be based upon the earnings or lossesof the investment options applicable to those Accounts pursuant to Section 3.04.  For purposes of crediting earnings or lossesas of a valuation date, all contributions under this Plan that have beencredited to those Accounts since the prior valuation date will be treated ashaving been credited as of the prior valuation date.

 

**3.04.****                    ****INVESTMENTS**

 

A Participant may requestthat his deferrals be allocated among the available investment optionsestablished by the Company.  The initialallocation request shall remain in effect for all subsequent deferrals untilchanged by the Participant.  AParticipant may change his or her investment allocation by completing suchwritten or electronic forms as may be required by the Company, and shall becomeeffective as soon as administratively feasible after the Company or otherperson identified on such forms receives the Participant’s request.  Although the Company intends to investdeferrals according to the Participant’s requests, it reserves the right toinvest deferrals without regard to such requests.

 

The Company may makeinvestment options available pursuant to the Trust.

 

**3.05.****                    ****VESTING**

 

(a)                                  Except as otherwise providedin Appendix B, amounts credited pursuant to Section 3.01(a)(2), asadjusted pursuant to Section 3.03, shall become nonforfeitable when and tothe extent they would have become nonforfeitable had they been contributed tothe Pension Plan.

 

(b)                                 Amounts credited pursuant toSections 3.01(a)(1) and 3.02, as adjusted pursuant to Section 3.03,shall be nonforfeitable at all times.

 

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(c)                                  Except asotherwise provided in Appendix B, amounts credited pursuant to Section 3.01(c),as adjusted pursuant to Section 3.03, shall become nonforfeitable when andto the extent they would have become nonforfeitable had they been contributedto the Participant’s Employer Contribution Account maintained for theParticipant under the 401(k) Plan.

 

**3.06.****                    ****PAYMENT OF BENEFITS**

 

Within ninety (90) days after the earliest ofthe Participant’s Separation from Service, Disability, death or the datespecified by the Participant, the Company shall pay the Participant the vestedportion of his Accounts in one of the following methods as elected by theParticipant:

 

(a)                  one lump sum payment; or

 

(b)                 equal annualinstallments over a period not to exceed ten (10) years.

 

The Participant shall elect the date and formof distribution at the same time he or she first completes a ParticipationAgreement pursuant to Section 3.02. If the Participant does not elect a date and form of distribution, paymentshall be made in one lump sum payment within ninety (90) days after theearliest of the Participant’s Separation from Service, Disability or death.

 

Notwithstanding the foregoing, prior to December 31,2007, a Participant may file a one-time election (the “Special Election”) toselect a distribution date and method of distribution for his or her Accounts;provided, however, that, with respect to a Special Election made on or after January 1,2006, and on or before December 31, 2006, such Special Election shall notpostpone any payment that was otherwise scheduled to be made during calendaryear 2006 nor accelerate payment of any portion of the Participant’s Accountsto a date within calendar year 2006; and provided, further, that, with respectto a Special Election made on or after January 1, 2007, and on or before December 31,2007, such Special Election shall not postpone any payment that was otherwisescheduled to be made during calendar year 2007 nor accelerate payment of anyportion of the Participant’s Accounts to a date within calendar year 2007.  Under any such Special Election, theParticipant shall not be required to postpone payment for at least five (5) yearsafter the distribution event.  Suchelection shall be subject to such administrative rules as the Company maydeem necessary or desirable for compliance with Code Section 409A and thenotices, regulations and other guidance of general applicability issuedthereunder.

 

With the exception of a Participant’s SpecialElection, the Participant may elect anew form of distribution; provided, however, that such election must be made atleast twelve (12) months prior to the original distribution date and mustpostpone payment for at least five (5) years after such originaldistribution date; and provided, further, that such new election shall not beeffective if it precedes the Participant’s Separation from Service with theCompany by less than one year.

 

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Actuarial equivalence under the foregoing paragraphsshall be determined on the basis of the published 1984 Unisex Pension MortalityTable and a 7% interest rate assumption. Early retirement reductions outlined in Section 4.2 of RetirementPlan A for Employees of American Crystal Sugar Company shall apply; however,additional reductions applied to benefit payments which commence later than thefirst day of the month following retirement shall not apply.

 

**3.07.****                    ****DEATH BENEFIT**

 

In the event of the death ofa Participant prior to payment of a vested portion of the Participant’sAccounts, any unpaid vested amounts shall be paid to the Participant’sBeneficiary pursuant to method of distribution previously elected by theParticipant pursuant to Section 3.06. If no form of distribution has been elected, such amounts shall be paidto such Beneficiary in one lump sum payment as soon as feasible after theParticipant’s death.

 

**3.08.****                    ****CONTRIBUTIONS TO TRUST**

 

The Company shall makecontributions to the Trust each Plan Year which shall be sufficient to meet theCompany’s obligations under the Plan. These contributions shall be made throughout the Plan Year at such timesas the Company may determine and as may be agreed upon with the trustee of theTrust.  Contributions with respect toAccounts other than the Pension SERP Account shall match allocations under thisPlan, including any earnings not generated in the Trust (such as earningsattributable to a fixed rate investment option).

 

**3.09.****                    ****BENEFITS UNDER LONG TERM INCENTIVE PLAN**

 

The American Crystal SugarCompany Long Term Incentive Plan established in the year 2000 provides foramounts to be credited to an Account under this Plan.  Accordingly, an Account shall be establishedunder this Plan with respect to those amounts and shall be credited withearnings and losses under the terms of the Plan.  Such Account shall be vested and shall besubject to any additional terms and conditions applicable to that Account underthe terms of that Incentive Plan.  Exceptto the extent permitted by Code Section 409A and the notices, regulationsand other guidance of general applicability issued thereunder, this Section 3.09shall have no further force and effect on or after January 1, 2005.

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**ARTICLE IV**

**ADMINISTRATION**

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**4.01.****                    ****POWERS**

 

(a)                                  The Companyshall appoint one or more persons to administer the Plan.  Such persons shall have, and shall exerciseand perform, all of the powers, rights, authorities, and duties necessary toadminister the Plan, including the authority and discretion to construe andinterpret the Plan, decide all questions of eligibility

 

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for and the amount, manner and time ofpayment of any benefit payable hereunder. Such persons shall be entitled to rely conclusively upon all tables,valuations, certificates, opinions and reports furnished by any actuary,accountant, controller, counsel or other person employed or engaged by theCompany with respect to the Plan.

 

(b)                                 The proceduresfor filing claims for payments under the Plan are described below.  For claims procedures purposes, the “ClaimsManager” shall be the Company.

 

(1)                                  A Participantwho believes he or she is entitled to a payment under the Plan may submit aclaim for such payment in writing to the Company.  Any claim must be made by the Participant orhis or her Beneficiary in writing and state the claimant’s name and the natureof the payment to be made under the Plan on a form acceptable to theCompany.  If for any reason a claim underthis Plan is denied by the Company, the Claims Manager shall deliver to theclaimant a written explanation setting forth the specific reasons for thedenial, specific references to the pertinent provisions under the Plan on whichthe denial is based, a description of any additional material or informationnecessary for the claimant to perfect the claim and an explanation of why suchmaterial or information is necessary, and information on the procedures to befollowed by the claimant in obtaining a review of his or her claim, all writtenin a manner calculated to be understood by the claimant.  For this purpose:  (i) the claimant’s claim shall be deemedto be filed when presented in writing to the Claims Manager and (ii) theClaims Manager’s explanation shall be in writing delivered to the claimantwithin 90 days of the date the claim is filed.

 

(2)                                  The claimantshall have 60 days following his or her receipt of the denial of the claim tofile with the Claims Manager a written request for review of the denial.  For such review, the claimant or the claimant’srepresentative may review pertinent documents and submit written issues andcomments.

 

(3)                                  The ClaimsManager shall decide the issue on review and furnish the claimant with a copywithin 60 days of receipt of the claimant’s request for review of the claimant’sclaim.  The decision on review shall bein writing and shall include specific reasons for the decision, written in amanner calculated to be understood by the claimant, as well as specificreferences to the pertinent provisions in the Plan on which the decision is based.  If a copy of the decision is not so furnishedto the claimant within such 60 days, the claim shall be deemed denied onreview.  In no event may a claimantcommence legal action for benefits the claimant believes are due the claimantuntil the claimant has exhausted all of the remedies and procedures affordedthe claimant by this Section 4.01(b).

 

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**4.02.****                    ****COMPANY**

 

Whenever the Company, underthe terms of the Plan, is permitted or required to do or perform any act ormatter or thing, it shall be done and performed by the Chief Executive Officerof the Company or such officer’s delegate, except with respect to those mattersas to which authority is specifically reserved to the Company’s Board ofDirectors and except for those matters described in Section 2.01.

 

**4.03.****                    ****LIABILITY**

 

Notwithstanding any of the provisions of the Plan tothe contrary, neither the Company nor any individual acting as an employee oragent of the Company shall be liable to any Participant or any other person forany claim, loss, liability or expense incurred in connection with the Plan,unless attributable to fraud or willful misconduct on the part of the Companyor any such employee or agent of the Company.

 

**ARTICLE V**

**MISCELLANEOUS**

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**5.01.****                    ****AMENDMENTAND TERMINATION**

 

The Company reserves the power to alter,amend or terminate the Plan at any time and from time to time by the action ofthe Board of Directors and the interest of each Participant is subject to thepowers so reserved.  An amendment shallbe authorized by the Board of Directors and shall be stated in an instrument inwriting signed in the name of the Company by a person or persons authorized bythe Board of Directors.  After theinstrument has been so executed, the Plan shall be deemed to have been amendedin the manner therein set forth, and all parties interested herein shall bebound thereby.  No amendment to the Planmay alter, impair, or reduce the benefits of a Participant that are vestedunder the Plan prior to the effective date of such amendment without thewritten consent of the affected Participant.

 

Notwithstanding the foregoing, the Companyexpressly reserves the right to amend the Plan to the extent necessary ordesirable to comply with the requirements of Code Section 409A and theregulations, notices and other guidance of general applicability issuedthereunder without the consent of any Participant.  Further, in the event the Board of Directorsterminates the Plan, such termination and the distribution of all Participants’benefits shall be made within the time prescribed by and in compliance withCode Section 409A and the regulations, notices and other guidance ofgeneral applicability issued thereunder.

 

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**5.02.****                    ****NO ALIENATION OF BENEFITS**

 

No payee may assign,anticipate, or otherwise encumber any payment due him under this Plan.  Any payment due to a payee under this Planshall be exempt from the claims of his creditors.

 

**5.03.****                    ****NO CONTRACT OF EMPLOYMENT**

 

Nothing herein containedshall be construed to constitute a contract of employment between the Companyand any Participant.

 

**5.04.****                    ****EXPENSES**

 

The expenses ofadministering the Plan shall be paid by the Company.

 

**5.05.****                    ****FUNDING**

 

The Plan shall at all times be considered entirelyunfunded both for tax purposes and for purposes of Title I of the EmployeeRetirement Income Security Act of 1974, as amended, and no provision shall atany time be made with respect to segregating assets of the Company for paymentof any amounts hereunder.  Any funds withrespect to payment to be made hereunder shall continue for all purposes to bepart of the general assets of the Company and available to the generalcreditors of the Company in the event of the Company’s bankruptcy (when theCompany is involved in a pending proceeding under the Federal Bankruptcy Code)or insolvency (when the Company is unable to pay its debts as theymature).  No Participant or any otherperson shall have any interests in any particular assets of the Company by reasonof the right to receive a benefit under the Plan and to the extent theParticipant or any other person acquires a right to receive benefits under thisPlan, such right shall be no greater than the right of any general unsecuredcreditor of the Company.  The Planconstitutes a mere promise by the Company to make payments to the Participantsin the future.  Nothing contained in thePlan shall constitute a guaranty by the Company or any other person or entitythat any funds in any trust or the assets of the Company will be sufficient topay any benefit hereunder.  Furthermore,no Participant shall have any right to a benefit under the Plan except inaccordance with the terms of the Plan.

 

**5.06.****                    ****GOVERNING LAW**

 

To the extent not preemptedby the laws of the United States of America, the laws of the State of Minnesotashall be the controlling state law in all matters relating to this Plan.

 

**5.07.****                    ****SEVERABILITY**

 

If any provisions of thisPlan shall be held illegal or invalid for any reason, the illegality or invalidityshall not affect the remaining parts of this Plan, but this Plan shall beconstrued and enforced as if the illegal and invalid provisions never had beenincluded herein.

 

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**5.08.****                    ****INCOMPETENTPARTICIPANTS**

 

If any person entitled to payment under thePlan has been declared incompetent and a conservator or other person legallycharged with the care of such person or of his or her estate has beenappointed, any distribution under the Plan to which the person is entitledshall be paid to such conservator or other person legally charged with the careof the person or his or her estate. Except as provided above, when the Company has determined that suchperson is unable to manage his or her affairs, the Company may provide for suchdistribution or any part thereof to be made to any other person or institutionthen contributing toward or providing for the care and maintenance of suchperson.  Any such distribution shall be apayment for the account of such person and a complete discharge of anyliability of the Company and the Plan therefor.

 

**IN WITNESS WHEREOF,** this Plan hasbeen executed on behalf of the Company by its duly authorized officers as ofthe 5th day of December, 2008.

 

 
|   | **AMERICAN CRYSTAL SUGAR COMPANY** |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                | /s/ David Berg |
|   |                               |   |
|   |                               | Its: | President/CEO |

 
| **ATTEST:** |   |
|-------------|--------|
|        |   |
|        |   |
| By:         |   |   |
|        |   |   |
|        | Its:   |   |   |
|             |        |  |  |

 

 

3152709/6

 

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