**EXHIBIT10.31**

 

**2003 ANNUAL CONTRACT**

 

This Agreement isentered into as of                                              ,2003 by and between American Crystal Sugar Company (the “Company”) and                                                                                                                                                                                   shareholder #                                       (the“Shareholder”).

 

**WHEREAS,** theShareholder is a shareholder of the Company, and as such has entered into aFive Year Agreement with the Company with regard to the growing and delivery ofsugarbeets to the Company; and

 

**WHEREAS,** theparties desire to supplement the Five Year Agreement as provided therein withregard to the 2003 sugarbeet crop.

 

**NOW, THEREFORE,** inconsideration of the foregoing and the mutual covenants set forth herein, theparties agree as follows:

 

1.                                       **DeliveryObligation.**  Inaccordance with the terms of the Five Year Agreement, the Shareholder agrees toprepare land, plant, cultivate, harvest and deliver the 2003 sugarbeet cropfrom such number of acres and such fields as set forth on the Annual GPSInformation form to be separately completed in an electronic format by theparties, and which shall thereafter be deemed to become an integral part ofthis Agreement.  The Company shallprovide a copy of the Annual GPS Information form to the Shareholder at theShareholder’s request.

 

2.                                       **Deductions.**  The Shareholder hereby authorizes anddirects the Company to:

 

(a)                                  Deductan amount specified by the Red River Valley Sugarbeet Growers Association,Inc., which amount shall not exceed 171⁄2¢ per ton, from the beet payments to bemade by the Company to the Shareholder for sugarbeets delivered for the 2003crop; provided, that, such deduction shall not be made in the event theShareholder notifies the Company in writing prior to June 1, 2003 that suchdeduction should not be made.  Amountsdeducted under this provision shall be paid by the Company to the Red RiverValley Sugarbeet Growers Association, Inc.; and

 

(b)                                 Deductsuch per ton amount, as may be necessary, from the beet payments to be made bythe Company to the Shareholder for sugarbeets delivered for the 2003 crop toreimburse the Company for all costs incurred in the operation of the Truck HaulCommittee for the piling location to which the Shareholder deliverssugarbeets.  The amount charged to theShareholder shall be determined on a per ton basis, reflecting a proration ofthe costs based on the total tonnage delivered to the respective pilinglocations.

 

3.                                       **Certification.**  The Shareholder hereby certifies that:

 

(a)                                  Itis a bona fide sugarbeet farm operator who will: (i) be the legal owner of the2003 sugarbeet crop; (ii) have the majority financial interest in the 2003crop, and (iii) have general control of the sugarbeet operations on the farmwhere the 2003 crop will be grown.

 

(b)                                 Ithas no agreements or understanding with third parties (i.e., owners, partners,shareholders, etc.) providing for guaranteed cash payments.

 

4.                                       **Nature ofAgreement.**  ThisAgreement is intended to supplement the Five Year Agreement as contemplatedtherein, and except as specifically provided herein, this Agreement shall notbe deemed to amend or modify the terms of the Five Year Agreement.  This Agreement and the related Five YearAgreement may be terminated by the Company upon ten (10) days written notice tothe Shareholder in the event the Shareholder is, as of April 1, 2003, indefault on any payment obligation owed to the Company.

 

5.                                       **No Modification.**  No agent of the Company has any authority tochange, waive, or modify any of the terms of this Agreement.

 

**IN WITNESS WHEREOF**, this Agreement has beenexecuted as of the date set forth above.

 
| **AMERICAN CRYSTAL SUGAR COMPANY** |   | **SHAREHOLDER** |
|------------------------------------|--------|-----------------|
|                               |   |            |
|                               |   |            |
| By:                                |   |            |   | By: |   |
|                               |   |            |   |
| Its:                               |   |            |   | Its: |   |
|                                    |        |                 |  |  |  |  |  |

 

----