**Exhibit10.24**

** **

**FIVE YEAR AGREEMENT**

**BETWEEN**

 
| **(Shareholder)**                               |
|-------------------------------------------------|
| **Growing Unit:     ** | **and** | **Shareholder:               ** |
| **AMERICAN CRYSTAL SUGAR COMPANY**              |
| **(Company)**                                   |

 

1.               **PLANTINGAND DELIVERY OBLIGATIONS****.  **Shareholder agrees during the Initial Term andany Renewal Term hereof to prepare land, plant, replant, cultivate, harvest anddeliver, the number of acres of sugarbeets equal to the number of PreferredShares of Company then owned by Shareholder, subject to the provisions ofSections 2 and 3 of this Agreement. Shareholder agrees to replant anysugarbeets that are lost due to flooding, weather conditions or any othercause, provided that such replanting can be reasonably accomplished on orbefore June 10 of the then current crop year. Land to be used for sugarbeet production,cultural and harvest practice requirements, and other matters shall bespecified by annual contract to be entered into between Company and Shareholderas a supplement to this Agreement (the “Annual Contract”). Company shall not beobligated to purchase sugarbeets, and Shareholder agrees to destroy prior toAugust 15, or such other date specified by the Company and communicated toShareholder, sugarbeets from all acres planted in excess of that contractedpursuant to this Agreement. Company hereby reserves the right to disapprove ofany field proposed to be used by a shareholder to grow sugarbeets if in thejudgment of Company the field is not appropriate for sugarbeets due to disease,soil type, drainage conditions, or other factors. Shareholder agrees to abideby any policies that may be established from time to time by Company related torotation, destruction of damaged or diseased sugarbeets, and/or other agronomicand operational matters.

 

2.               **TOLERANCES****.  **The total number of acres of sugarbeets to beplanted by Shareholder shall be subject to overplant and underplant tolerancesas established from time to time by Company pursuant to this Agreement. Shareholderhereby acknowledges and agrees that said tolerances may be established and/ormodified from time to time by Company as determined to be appropriate torespond to planting, crop conditions, and/or government imposed marketingallocations. The initial tolerance and any modification thereof shall beeffective upon communication of the same to Shareholder by Company, and theAnnual Contract shall be deemed amended to the extent of the modifiedtolerance.

 

3.               **PRORATION****.  **Company hereby reserves the right to proratedelivery rights with regard to any crop to be delivered hereunder. Any suchproration shall be made by Company after a determination by the Board ofDirectors that Company may not be able to economically process the entire cropfor any reason, including, but not limited, to government imposed marketingallocations or a larger than anticipated crop yield. A proration may beaccomplished on the basis of a percentage of stock acres, planted acres or anyother means determined by the Board of Directors to be fair and equitable. Anyproration shall be communicated to, and applied against, all shareholders ofCompany on a uniform and equitable basis as determined by the Board ofDirectors. The Annual Contract shall be deemed modified to the extent of anysuch proration.

 

4.               **PREVENTEDPLANTING****.  **Shareholder shall be unconditionally obligatedto plant the sugarbeet crop unless such planting is prevented as a result ofacts of God or other causes beyond the reasonable control of Shareholder, asprovided in Section 15 of this Agreement. If, after making all reasonableefforts, Shareholder has been prevented from planting the sugarbeet crop on orbefore June 1 of the applicable crop year, or such later date as may beestablished from time to time under federal crop insurance policies to enable asugarbeet grower to receive prevented planting coverage at an unreduced level,(the “Prevented Planting Date”), Shareholder shall be relieved of itsobligation to plant such sugarbeet crop. Shareholder may elect to plant thesugarbeet crop at any time after the Prevented Planting Date. A determinationas to whether Shareholder is prevented from planting shall be mutuallydetermined by Shareholder and a representative of Company based on Shareholder’splanting conditions for the period leading up to and including the PreventedPlanting Date.

 

5.               **TERM****.  **The initial term of this Agreement shall befor the crops to be planted in 2008, 2009, 2010, 2011 and 2012 (the “InitialTerm”). This Agreement shall automatically renew for successive five (5) cropyear terms (“Renewal Terms”) unless one party provides written notice to theother party on or before August 31 of the final crop year of the then currentInitial or Renewal Term, of such party’s intent to terminate this Agreement. Theprovisions of this Agreement that are applicable to the final crop year of thethen current Initial or Renewal Term shall remain in effect following notice oftermination until performance has been completed by both parties with respectto such final crop year.

 

6.               **PAYMENTFOR SUGARBEETS****.  **Payment for sugarbeets delivered each cropyear shall be made as set forth in this Section 6 (using the definitions setforth in Section 18).

 

(a)          The Gross Beet Payment for sugarbeets delivered shall be the “perhundredweight value of recovered sugar” multiplied by the number ofhundredweight of “recovered sugar” contained in the sugarbeets delivered byShareholder. Shareholder’s share of “agri-products revenue” will be added whileShareholder’s share of “operating costs” will be subtracted, both allocated ona per “net ton of sugarbeets delivered” basis. Company reserves the right toestablish a marketing allocation adjustment program to provide for equitabletreatment among shareholders from year to year as a result of limitations onproduction due to government imposed marketing allocations. The costs and/oradjustments associated with this program will be used to determine the GrossBeet Payment in a manner consistent with the program, as approved by the Boardof Directors.

 

(b)         The following allowances, costs and deductions, if applicable, will beused in adjusting Shareholder’s Gross Beet Payment to Shareholder’s Net BeetPayment:

 
| (i)    |   | Hauling Allowance Program: Company reserves the right to establish a hauling allowance program  and in connection therewith to allocate the cost of the hauling allowance program  among shareholders of Company in a manner consistent with the program as  approved from time to time by the Board of Directors.                                                                                                                                                                                            |
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| (ii)   |   | Pre-Pile Quality Premium Program: Company reserves the right to establish a  pre-pile quality premium program as partial compensation to shareholders for  the delivery of sugarbeets prior to the commencement of the piling campaign.  The cost of this program will be shared equally each crop year on a per “net  ton of sugarbeets delivered” basis by all shareholders who have delivered  sugarbeets to Company.                                                                            |
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| (iii)  |   | Minimum Payment Allowance Program: Company reserves the right to establish a  minimum payment allowance program. The cost of this program will be  shared equally each crop year on a per “net ton of sugarbeets delivered”  basis by all shareholders who have delivered sugarbeets to Company.                                                                                                                                                                                                    |
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| (iv)   |   | Tare Incentive Program: Company reserves the right to establish a tare incentive program to  encourage growers to reduce tare. The cost of this program will be allocated  among shareholders of Company in a manner consistent with the program, as  approved by the Board of Directors.                                                                                                                                                                                                                     |
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| (v)    |   | Unit Retain:  A unit retain may be declared by the Board of Directors and the amount of  such unit retain shall be deducted from the final payment to be made for  sugarbeets, and Company may deduct the estimated unit retain from the  periodic payments to be made pursuant to Section 7****of  this Agreement. Company reserves the right to determine the tax treatment of  any unit retain at a date subsequent to the date that the amount of the unit  retain is declared by the Board of Directors. |

 

(c)          Company reserves the right to establish a program to encourage timelyharvest by shareholders. The charges associated with this program will beallocated among shareholders in a manner consistent with the program, asapproved by the Board of Directors, and will be reflected as an adjustment toone or more of the payments to be made to Shareholder under this Agreement.

 

(d)         Company reserves the right to establish a freight charge program torecover certain charges associated with the transportation of sugar beets. Thefreight adjustment shall be charged to shareholders of Company in a mannerconsistent with the program as approved from time to time by the Board ofDirectors and, will be reflected as an adjustment to one or more of thepayments to be made to Shareholder under this Agreement.

 

(e)          Company reserves the right to establish a program to encourageshareholders to comply with pre-pile delivery policies. The charges associatedwith this program will be allocated among shareholders in a manner consistentwith the program, as approved by the Board of Directors, and will be reflectedas an adjustment to one or more of the payments to be made to Shareholder underthis Agreement.

 

7.               **PAYMENTSCHEDULE****.**Payment for sugarbeetsdelivered shall be made as follows:

 

(a)          An initial payment shall be made on or about November 15. Such paymentshall be sixty-five percent (65%) of Company’s then current estimate of Shareholder’sNet Beet Payment for that crop year.

 

(b)         A second payment will be made on or about March 31. Such payment shallbe an amount which will bring that payment plus the November payment to ninetypercent (90%) of Company’s then current estimate of Shareholder’s Net BeetPayment for that crop year.

 

(c)          The final payment, including any portion thereof designated as apatronage dividend, which together with the prior payments shall equal onehundred percent (100%) of the Net Beet Payment, shall be made no later than 15days after the approval of the Company’s audited financial statements for thefiscal year during which the crop was processed.

 

Shareholder may from time to time request that Company deduct certainamounts from the payments to be made hereunder to satisfy payment obligationsto third parties. Company, at its sole discretion, reserves the right toapprove the form and content of such requests. To the extent Company elects tohonor such request(s), Shareholder shall indemnify and hold the Companyharmless from all losses, costs, and damages (including attorneys’ fees andcosts) incurred by Company as a result of payments to a third party.

 

THE UNDERSIGNED REPRESENTS THAT HE/SHE IS AN AUTHORIZED REPRESENTATIVEOF SHAREHOLDER AND THAT HE/SHE HAS THE AUTHORITY TO BIND SHAREHOLDER TO THETERMS OF THIS AGREEMENT.

 
| Dated this        day of                                       ,          |   |
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| **AMERICAN CRYSTAL SUGAR COMPANY**                                                                                                                                                                                                                                                                                                                      |   |
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Shareholder herebyacknowledges and agrees that Company may issue patronage distributions and/orunit retains pursuant to the provisions of the Company’s Bylaws, whichpatronage distributions and unit retains may be qualified or nonqualifiedpursuant to 26 U.S.C. 1388 (Internal Revenue Code) for regular and/oralternative minimum tax purposes. Shareholder hereby agrees that the amount ofany qualified patronage distribution and/or unit retain will be taken intoaccount by Shareholder at its stated dollar amount in the manner provided in 26U.S.C. 1385 for regular and alternative minimum tax purposes, and will bereported on Shareholder’s income tax return for the taxable year in which thequalified written notice of such distribution or unit retain is received, allas more particularly described in the Company’s Bylaws.

 

8.               **BREACHAND REMEDIES****.  **Shareholder agrees to abide by the Articles ofIncorporation and the Bylaws of Company, to comply with all applicable federal,state and local laws, ordinances, regulations and rulings, as well as Company’soperational and agricultural regulations and policies (collectively referred toherein as “Applicable Law and Policy”). Shareholder acknowledges and agreesthat Shareholder is required, pursuant to this Agreement, the Annual Contract,and the Bylaws of Company, to grow and deliver the sugarbeet crop to Company ineach year at the times specified by Company. Any one or more of the followingshall constitute a breach of this Agreement by Shareholder: (i) the failure ofShareholder to plant, grow and deliver said crop to Company; (ii) the failureof Shareholder to comply with Applicable Law and Policy, (iii) the failure ofShareholder to comply with any provision of this Agreement, or (iv) the breachby Shareholder of any other agreement with Company. Upon a breach of thisAgreement, the Shareholder may be subject to one or more of the followingremedies as determined by Company:

 

(a)          Expulsion as a member of Company;

 

(b)         Forfeiture of Shareholder’s Common Stock in Company and qualification tobe a preferred shareholder of Company;

 

(c)          Termination of this Agreement and the right to deliver sugarbeets toCompany for processing;

 

(d)         Payment of liquidated damages to Company, which liquidated damages arehereby declared and stated to be an amount equal to Shareholder’s share ofCompany fixed costs for processing of the crop; and

 

(e)          Any other legal or equitable remedy that may be available to Companyunder applicable law or as otherwise mutually agreed upon by Shareholder andCompany.

 

9.               **SOILTESTS****.  **Shareholder agrees to undertake and conductsoil testing on an annual basis on all land Shareholder utilizes for growing ofsugarbeets pursuant to this Agreement. Shareholder further agrees to report andmake available the results of said soil tests to the agricultural department ofCompany, together with information as to the amounts and kinds of fertilizerapplied to the soil tested.

 

10.         **AGRICULTURE PRACTICES****.  **Shareholderagrees to plant only those seed varieties that have been approved by Companyfor the then current crop year. Shareholder agrees that it shall use nopesticide, chemical or other substances in a manner inconsistent with productlabels; or that could result in any residue in or on sugarbeets grown forCompany under this Agreement, or in any sugar or by-products produced from suchsugarbeets, beyond the limits permitted by law or governmental regulations. Shareholderacknowledges and agrees that Company shall have the right to reject and refusedelivery of any sugarbeets to which have been applied, or which have been grownon ground to which has been applied, any unauthorized, non-registered,non-approved or prohibited pesticide, chemical or other substance. Shareholderfurther acknowledges and agrees that Company’s right to reject or refusedelivery of any of said sugarbeets may be invoked by Company at its soleoption, regardless of whether or not use of, or application of, anunauthorized, non-registered, non-approved, or prohibited pesticide, chemicalor other substance results in, or may result in, a residue in or on thesugarbeets grown, or sugar or by-products produced from such sugarbeets. Shareholderhereby grants Company (and its employees and agents) the right to enter theland upon which sugarbeets are being grown for the purpose of inspecting andtaking samples of such sugarbeets to verify compliance with the terms of thisAgreement.

 

11.         **INDEMNIFICATION****.  **Shareholder agrees to hold harmless andindemnify Company and all shareholders of Company from any and all losses,costs, or damages (including attorneys’ fees and costs) Company or itsshareholders may incur as a result of Shareholder (i) delivering sugarbeets toCompany grown from non-approved seed varieties, or to which have been applied,or which have been grown on ground upon or to which any unauthorized,non-registered, non-approved or prohibited pesticide, chemical or othersubstance has been applied; or (ii) breaching any provision of this Agreement.

 

12.         **DELIVERY OF SUGARBEETS****.  **Deliveryof sugarbeets shall be made by Shareholder at such times, in such quantities,and to such receiving stations as may be designated by Company.

 

(a)          Title and all risk of loss to said sugarbeets shall be and remain withShareholder until such time as Shareholder completes delivery to Company at thedesignated receiving station, at which time title and risk of loss shall passto Company. The sugarbeets shall be protected from sun and frost between thetime of harvest and the time of delivery, including sugarbeets that are loadedon truck. Company has the option of rejecting any diseased, frozen or damagedsugarbeets, sugarbeets having less than 12% sugar or less than 80% purity,sugarbeets that, in Company’s opinion, are not suitable for storage or for themanufacture of sugar, sugarbeets as to which, in Company’s opinion, the termsand conditions of this Agreement have not been properly complied with, or forany other bona fide reason.

 

(b)         All sugarbeets delivered shall be properly defoliated and free fromexcess dirt, stones, trash and other foreign substances of any kind which mightinterfere with handling and processing at Company’s factories. All sugarbeetsshall be subject to a deduction for tare. Tare determination, sugar percentage,and sugar loss to molasses shall be determined at quality laboratories operatedby Company.

 

(c)          Notwithstanding anything to the contrary herein, the representations andwarranties made by Shareholder relative to the sugarbeets shall continuefollowing the delivery of the sugarbeets and the resulting transfer of the riskof loss to Company.

 
| 13. |   | **SHAREHOLDER INDEBTEDNESS TO COMPANY****.  **It is agreed that liquidated damages arising  under Section 8 of this Agreement, the amount charged for all sugarbeet seed  purchased from Company by Shareholder together with any related technology  fees, and any and all other indebtedness to Company by Shareholder, whether  due or not, shall constitute a debt which Company shall have the right to  collect as it would any other contractual obligation. Any such amount or  indebtedness that is due and payable or that hereafter may become due and  payable to Company from Shareholder shall become and remain a first priority  lien on the crop of sugarbeets to be grown and may, if not previously paid by  Shareholder, be deducted by Company from any payments from Company to  Shareholder that shall become due under this Agreement or any subsequent  agreement between Company and Shareholder. Shareholder agrees to repay  Company, at the time of Shareholder’s initial beet payment for each crop  year, all such amounts or indebtedness, together with interest at a rate to  Shareholder as may be set by Company, but not to exceed the highest rate  allowed by law. Shareholder hereby grants Company a security interest in any  beet payments to be made to, or unit retains held in the name of Shareholder,  for purposes of securing payment of such indebtedness. Notwithstanding any  other remedy which may be available, Company shall have the right,  exercisable at its sole option, to offset any indebtedness to Company against  the beet payments to be made to Shareholder hereunder and/or unit retains  held in the name of Shareholder. Company may terminate this Agreement upon  ten (10) days written notice in the event Shareholder is, as of April 1 of  any crop year during the term hereof, in default on any payment obligation  owed to Company |
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14.         **NO LIABILITY****.  **In no event shall Company be liable toShareholder for partial or complete failure of crop or for any injury or damageto sugarbeets prior to the time of delivery to Company.

 

15.         **FORCE MAJEURE****.  **Fire, strikes, accidents, acts of God and thepublic enemy, or other causes beyond the reasonable control of the partieswhich prevent Shareholder from the performance of this Agreement, or Companyfrom utilizing the sugarbeets contracted for in the manufacture of sugar, shallexcuse the respective parties from the performance of this Agreement.

 

16.         **BINDING EFFECT****.  **Subject to the limitations set forth in theArticles of Incorporation and Bylaws of Company, this Agreement shall bebinding upon Shareholder, its heirs, legal representatives, successors andpermitted assigns; and upon Company, its successors and assigns. This Agreementshall not be transferred or assigned by Shareholder without written consent ofCompany. No agent of Company has any authority to change, waive, or modify anyof the terms or provisions of this Agreement.

 

17.         **AMENDMENT****.  **Company reserves the right to amend anyprovisions of this Agreement as follows:

 

(a)          This Agreement may be amended by a resolution approved by the Board ofDirectors to the extent that such amendment does not have material adverseeffect on the shareholders of Company, taken as a whole. Such amendment shallbe effective upon written notice to Shareholder.

 

(b)         This Agreement may be amended by a resolution approved at any regular orspecial meeting of shareholders of Company at which a quorum is registered asbeing present or represented by mail vote, by a majority of shareholders sopresent or represented by mail vote, where the notice of such meeting containsa statement of the proposed amendment.

 

18.         **DEFINITIONS****.  **The following definitions shall apply withrespect to terms used herein:

 

(a)          The “per hundredweight value of recovered sugar” shall be the “netselling price per hundredweight of sugar”, as hereinafter defined, recoveredfrom that year’s crop, adjusted for the difference between the openinginventory book value and its actual net selling price, and adjusted by valuingthe closing inventory at its estimated net realizable value.

 

(b)         “Recovered sugar” contained in the sugarbeets delivered by Shareholdershall be determined by Company deducting from gross sugar (i) sugar loss to molasses on a fresh beet basis asdetermined by Company, and (ii) Shareholder’s share of other sugar lossesincurred in the storage and processing of the sugarbeets, allocated on a per “netton of sugarbeets delivered” basis, and increased by (iii) Shareholder’s shareof additional sugar recovered through the molasses desugarization process on aper “net ton of sugarbeets delivered” basis.

 

(c)          The “net selling price per hundredweight of sugar” sold shall bedetermined by deducting from the gross sales price all such charges andexpenditures as are regularly and customarily deducted from such gross salesprice of sugar in accordance with Company’s system of accounting used todetermine the “net selling price of sugar” sold.

 

(d)         “Agri-products revenue” shall be determined by using the net sellingprice of pulp, molasses, and any other by-product produced by Company, of thatcrop year, as determined in accordance with Company’s system of accounting.

 

(e)          Operating costs shall be determined in accordance with Company’s systemof accounting, and shall include all costs and expenses not otherwise accountedfor with respect to business done with members, and shall be net of resultsfrom beet seed and other miscellaneous member business.

 

(f)            “Net ton of sugarbeets delivered” shall mean agross ton of sugarbeets delivered, less the tare weight of dirt, rocks, weeds,and other foreign materials, as determined by Company.

 

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