**Exhibit 10.22**

 

**AMENDMENT NO. 1**

**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 permit participants to make specialone-time distribution elections pursuant to Section 409A of the InternalRevenue Code of 1986, as amended, and the notices, regulations and otherguidance of generally applicability issued thereunder;

 

**NOW, THEREFORE, RESOLVED**, that the American CrystalSugar Company 2005 Long Term Incentive Plan be and it is hereby amended asfollows:

 

1.                                       Section 6.4(a) ofArticle 6 of the Plan is hereby amended in its entirety to read asfollows:

“(a)                            Payment to oron behalf of a Participant shall be made in one of the following methods aselected by the Participant:

 

(i)            one lump sum payment; or

 

(ii)           equal annual installments over aperiod not to exceed ten (10) years.

 

Ifthe Participant does not elect a method of distribution, payment shall be madein one lump sum payment.  Notwithstandingthe foregoing, prior to December 31, 2007, a Participant may file aone-time election (the “Special Election”) to select a distribution date andmethod of distribution for his or her Phantom Stock and Deferred CompensationAccount; provided, however, that, with respect to a Special Election made on orafter January 1, 2006, and on or before December 31, 2006, suchSpecial Election shall not postpone any payment that was otherwise scheduled tobe made during calendar year 2006 nor accelerate payment of any portion of theParticipant’s Phantom Stock or Deferred Compensation Account to a date withincalendar year 2006; and provided, further, that, with respect to a SpecialElection 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 Phantom Stock or Deferred Compensation Account toa date within calendar year 2007.  Underany such Special Election, the Participant shall not be required to postponepayment for at least five (5) years after the distribution event. Suchelection shall be subject to such administrative rules as the Company maydeem

 

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necessaryor desirable for compliance with Code Section 409A and the notices,regulations and other guidance of general applicability issued thereunder.

 

Uponpayment, the Participant shall have no further interest in the Phantom Stock orDeferred Compensation Account that has been distributed, and the Participantshall have no further right to any increase in the value of the Phantom Stockor Deferred Compensation Account.  Withthe exception of a Participant’s Special Election, a Participant’s electionunder this Section 6.4 shall not be effective until one year after theelection and, if such election revokes a prior distribution election, paymentshall made or commence only as permitted by Code Section 409A and theregulations, notices and other guidance of general applicability issuedthereunder.   Further, with the exceptionof a Participant’s Special Election, in no event will any election under this Section 6.4be effective if it precedes the Participant’s Separation of Service with theCompany by less than one year.”

 

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 20th day of December, 2006.

 
|                | **AMERICAN  CRYSTAL SUGAR COMPANY** |
|---------------------|-------------------------------------|
|                |                                |
|                |                                |
|                | By                                  | /s/ James J. Horvath |
|                |                                | James  J. Horvath, Chief Executive Officer |
|                |                                |   |
| STATE  OF ARIZONA   | )                                   |   |   |
|                | )  SS.                              |   |   |
| COUNTY  OF MARICOPA | )                                   |   |   |

 

Onthis 20th day of December, 2006, before me personallyappeared James Horvath, to me personally known, who, being by me first dulysworn, did depose and say that he the Chief Executive Officer of AmericanCrystal Sugar Company, the corporation named in the foregoing instrument; thatthe seal (if any) affixed to said instrument is the corporate seal of saidcorporation, and that said instrument was signed and sealed (if sealed) onbehalf of said corporation by authority of its Board of Directors; and heacknowledged said instrument to be the free act and deed of said corporation.

 

 
|   | /s/  Catherine P. Hayes |
|--------|-------------------------|
|   | Notary  Public          |

 

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