**Exhibit10.28**

 

**2002 ANNUAL AGREEMENT**

 

This Agreement isentered into as of                     ,2002 by and between American Crystal Sugar Company (the “Company”) and                                                                                                                            ,shareholder #                                     (the“Grower”).

 

**WHEREAS,** the Groweris a shareholder of the Company, and as such has entered into a Five YearAgreement 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 2002 sugarbeet crop.

 

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

 

1.   **Delivery Obligation.**  In accordance with the terms of the FiveYear Agreement, the Grower agrees to prepare land, plant, cultivate, harvestand deliver the 2002 sugarbeet crop from such number of acres and such fieldsas set forth on the Annual GPS Information form to be separately completed inan electronic format by the parties, and which shall thereafter be deemed tobecome an integral part of this Agreement. The Company shall provide a copy of the Annual GPS Information form tothe Grower at the Grower’s request.

 

2.   **Prevented Planting.**  The Grower shall be unconditionallyobligated to plant the 2002 sugarbeet crop unless such planting is prevented asa result of acts of God or other causes beyond the reasonable control of theGrower, as provided in Section 12 of the Five Year Agreement.  If, after making all reasonable efforts, theGrower has been so prevented from planting the 2002 sugarbeet crop on or beforeJune 1, 2002, the Grower shall be relieved of its obligation to plant the 2002sugarbeet crop.  The Grower may elect toplant the 2002 sugarbeet crop at any time after June 1, 2002.  A determination as to whether the Grower isprevented from planting shall be mutually determined by the Grower and a representativeof the Company based on the Grower’s planting conditions for the period leadingup to and including June 1, 2002.

 

3.   **Tolerances.**  The total number of acres of sugarbeets to be planted by theGrower shall be subject to overplant and underplant tolerances as establishedfrom time to time by the Company pursuant to the Five Year Agreement.  The Grower hereby acknowledges and agreesthat said tolerances may be established and/or modified from time to time bythe Company as determined to be appropriate to respond to planting and cropconditions.  The initial tolerance andany modification thereof shall be effective upon communication of the same tothe Grower by the Company, and the Annual GPS Information form shall be deemedmodified to the extent of the tolerance.

 

4.   **Proration.**  The Company hereby reserves the right to modify the annualtolerance levels by prorating delivery rights with regard to the 2002crop.  Any such proration shall beestablished by the Company after a determination that the Company may not beable to economically process the entire crop. A proration shall be communicated to, and applied against, all Growersof the Company on a uniform and equitable basis.  The Annual GPS Information form shall be deemed modified to the extentof any such proration.

 

5.   **Deductions.**  The Grower hereby authorizes and directs the Company to:

 

(a)  Deduct an amount specifiedby the Red River Valley Sugarbeet Growers Association, Inc., which amount shallnot exceed 171⁄2¢ per ton, from the beet payments to be made by the Company tothe Grower for sugarbeets delivered for the 2002 crop; provided, that, suchdeduction shall not be made in the event the Grower notifies the Company inwriting prior to June 1, 2002 that such deduction should not be made.  Amounts deducted under this provision shallbe paid by the Company to the Red River Valley Sugarbeet Growers Association,Inc.; and

 

(b)  Deduct such per ton amount,as may be necessary, from the beet payments to be made by the Company to theGrower for sugarbeets delivered for the 2002 crop to reimburse the Company forall costs incurred in the operation of the Truck Haul Committee for the pilinglocation to which the Grower delivers sugarbeets.  The amount charged to the Grower shall be determined on a per tonbasis, reflecting a proration of the costs based on the total tonnage deliveredto the respective piling locations.

 

6.   **Certification.**  The Grower hereby certifies that:

 

(a)  It is a bona fide sugarbeetfarm operator who will: (i) be the legal owner of the 2002 sugarbeet crop; (ii)have the majority financial interest in the 2002 crop, and (iii) have generalcontrol of the sugarbeet operations on the farm where the 2002 crop will begrown.

 

(b)  It has no agreements orunderstanding with third parties (i.e., owners, partners, shareholders, etc.)providing for guaranteed cash payments.

 

7.   **Nature of Agreement.**  This Agreement is intended to supplement theFive Year Agreement as contemplated therein, and except as specificallyprovided herein, this Agreement shall not be deemed to amend or modify theterms of the Five Year Agreement.  ThisAgreement and the related Five Year Agreement may be terminated by the Companyupon ten (10) days written notice to the Grower in the event the Grower is, asof April 1, 2002, in default on any payment obligation owed to the Company.

 

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

 

**IN WITNESSWHEREOF**, this Agreementhas been executed as of the date set forth above.

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

 

----