<PAGE>
                                                                EXECUTION COPY

                                                                Exhibit 10(ee)




                              PLEDGE AGREEMENT


                          Dated as of June 3, 1998



                                   between



                       AMERICAN CRYSTAL SUGAR COMPANY

                                     and


              FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,

                             as Collateral Agent


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                              PAGE
                                                              ----
<S>         <C>                                               <C>
Section 1.  Definitions; Interpretations.                        1

Section 2.  Representations; Warranties and Covenants.           2

Section 3.  The Pledge.                                          4

Section 4.  Covenants.                                           5

Section 5.  Further Assurances; Remedies.                        7
     5.01   Delivery and Other Perfection.                       7
     5.02   Other Financing Statements and Liens.                8
     5.03   Preservation of Rights.                              8
     5.04   Collateral.                                          8
     5.05   Events of Default, Etc.                              9
     5.06   Deficiency.                                         10
     5.07   Removals, Etc.                                      10
     5.08   Private Sale.                                       11
     5.09   Application of Proceeds.                            11
     5.10   Attorney-in-Fact.                                   11
     5.11   Perfection.                                         11
     5.12   Termination.                                        11
     5.13   Expenses.                                           12
     5.14   Further Assurances.                                 12

Section 6.  Miscellaneous.                                      12
     6.01   No Waiver.                                          12
     6.02   Notices.                                            12
     6.03   Waivers, Etc.                                       13
     6.04   Successors and Assigns.                             13
     6.05   Counterparts.                                       13
     6.06   Agents.                                             13
     6.07   Severability.                                       13
     6.08   Headings.                                           13
     6.09   Limitation of Liability.                            13
     6.10   Security Interest Absolute.                         13
     6.11   Subrogation.                                        14
     6.12   Reinstatement.                                      14
     6.13   Jurisdiction and Process.                           15
     6.14   No Third Party Beneficiaries.                       15
     6.15   Governing Law.                                      16
     6.16   Waiver of Jury Trial.                               16

</TABLE>

<PAGE>

          PLEDGE AGREEMENT (this "AGREEMENT") dated as of June 3, 1998 
between American Crystal Sugar Company, a Minnesota Cooperative corporation 
(the "PLEDGOR") and First Union Trust Company, National Association, as 
Collateral Agent for the Noteholders under the Note Purchase Agreement 
referred to below (in such capacity, together with its successors in such 
capacity, the "COLLATERAL AGENT").

          CRYSTECH, LLC, a Delaware limited liability company (the 
"COMPANY"), and Crystech Senior Lender Trust (the "PURCHASER") are parties to 
a Note Purchase Agreement dated as of June 3, 1998 (as amended, modified and 
supplemented and in effect from time to time, the "NOTE PURCHASE AGREEMENT"), 
providing, subject to the terms and conditions thereof, INTER ALIA, for the 
issuance by the Company to the Purchaser of U.S. $86,005,000 aggregate 
principal amount of its Senior Secured Notes due 2007 (together with all 
notes delivered in substitution or exchange for any of said Notes pursuant to 
the Note Purchase Agreement and additional Notes issued in lieu of interest 
or fees payable under the Note Purchase Agreement, the "NOTES").

          To induce the Purchaser to purchase the Notes and for other good 
and valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, the Pledgor has agreed to pledge and grant a security interest 
in the Collateral (as hereinafter defined) as security for the Secured 
Obligations (as hereinafter defined).  Accordingly, the parties hereto agree 
as follows:

          Section 1.  DEFINITIONS; INTERPRETATIONS.

          (a)  DEFINITIONS.  Terms defined in the Note Purchase Agreement are 
     used herein as defined therein, unless otherwise defined herein.  In 
     addition, as used herein the following terms shall have the following 
     respective meanings (all terms defined in this Section 1 and in the 
     other provisions of this Agreement in the singular to have the same 
     meanings when used in the plural and VICE VERSA):

          "COLLATERAL" shall have the meaning assigned to such term in 
     Section 3 hereof.

          "COMPANY LLC AGREEMENT" shall mean the Limited Liability Company 
     Agreement of Crystech, LLC, entered into and made effective as of May 1, 
     1998 by and among the Pledgor and each other holder of a Membership 
     Interest of the Company.

          "MEMBERSHIP INTERESTS" shall have the meaning assigned to such term 
     in the Company LLC Agreement.

          "RECORDS" shall have the meaning assigned to such term in Section 
     2(a) hereof.

          "SECURED OBLIGATIONS" shall mean (a) the principal of, interest on 
     and Make-Whole Amount, if any, payable with respect to the Notes and (b) 
     all other amounts from 

<PAGE>

                                    - 4 -

     time to time payable to the Collateral Agent or any Noteholder under the 
     Note Purchase Agreement or any other Financing Document.

          "TERMINATION DATE" shall mean the date on which the Secured Parties 
     shall have received final payment in full of all Secured Obligations and 
     all other amounts owing to the Secured Parties under the Financing 
     Documents.

          "UNIFORM COMMERCIAL CODE" shall mean the Uniform Commercial Code as 
     adopted by the State of New York.

          (b)  INTERPRETATION.  Except as otherwise specified in this 
     Agreement or as the context otherwise requires, any reference in this 
     Agreement to any agreement, contract or document shall mean such 
     agreement, contract or document and all schedules, exhibits, 
     attachments, appendices and annexes thereto, as amended, supplemented or 
     modified and in effect from time to time.  Unless otherwise stated, any 
     reference in this Agreement to any Person shall include its permitted 
     successors and assigns and, in the case of any Government Agency, any 
     Person succeeding to its functions and capacities.  In addition, any 
     term defined or used herein in the singular will be deemed to have the 
     same meanings when used in the plural and VICE VERSA.  Any reference in 
     this Agreement to any Section or Annex means and refers to the Section 
     contained in or Annex attached to this Agreement.

          Section 2.  REPRESENTATIONS; WARRANTIES AND COVENANTS.  
The Pledgor represents, warrants and covenants to the Secured Parties that:

          (a)  The chief place of business and chief executive office of the 
     Pledgor and the office where the Pledgor keeps its records concerning 
     the Collateral (hereinafter, collectively called the "RECORDS") is 
     located at __________________________.

          (b)  The Pledgor is a cooperative corporation duly organized, 
     validly existing and in good standing under the laws of the State of 
     Minnesota and is duly qualified to do business and is in good standing 
     in all places where necessary in light of the business it conducts and 
     the Property it owns and intends to conduct and own and in light of the 
     transactions contemplated by this Agreement.  No filing, recording, 
     publishing or other act that has not been made or done is necessary or 
     desirable in connection with the existence or good standing of the 
     Pledgor or the conduct of its business.

          (c)  The Pledgor has the full power, authority and legal right to 
     execute, deliver and perform its obligations under this Agreement.  The 
     execution, delivery and performance by the Pledgor of this Agreement and 
     the consummation of the transactions contemplated hereby have been duly 
     authorized by all necessary corporate and 

                               PLEDGE AGREEMENT
<PAGE>
                                    - 5 -

     shareholder action.  This Agreement has been duly executed and delivered 
     by the Pledgor, has not been amended or otherwise modified, is in full 
     force and effect and is the legal, valid and binding obligation of the 
     Pledgor, enforceable against the Pledgor in accordance with its terms, 
     except as such enforceability may be limited by (i) applicable 
     bankruptcy, insolvency, moratorium or other similar laws affecting the 
     enforcement of creditors' rights generally and (ii) general principles 
     of equity (regardless of whether enforcement thereof is sought in a 
     proceeding at law or in equity).  The Pledgor is not in default in the 
     performance of any covenant or obligation set forth in any indenture or 
     loan or credit agreement, agreement, lease or instrument to which it is 
     a party or by which its Properties may be bound or affected, which 
     default has, or could reasonably be expected to have, a material adverse 
     effect on the Pledgor or the ability of the Pledgor to fulfill its 
     obligations under this agreement.

          (d)  The execution, delivery and performance by the Pledgor of this 
     Agreement and the consummation of the transactions contemplated hereby 
     do not and will not (i) require any consent or approval of the board of 
     directors or any shareholder of the Pledgor or any other Person that has 
     not been duly obtained and each such consent or approval that has been 
     obtained is in full force and effect, (ii) violate any provision of the 
     certificate of incorporation or the by-laws of the Pledgor or any 
     Governmental Rule or Governmental Approval applicable to the Pledgor, 
     (iii) conflict with, result in a breach of or constitute a default under 
     the certificate of incorporation, by-laws or any resolution of the board 
     of directors of the Pledgor or any indenture or loan or credit agreement 
     or other agreement, lease or instrument to which the Pledgor is a party 
     or by which it or its Properties may be bound or affected or (iv) result 
     in, or require the creation or imposition of, any Lien upon or with 
     respect to any of the properties now owned or hereafter acquired by the 
     Pledgor (other than any shares acquired by the Pledgor as a result of a 
     consolidation or merger of the Company).  The Pledgor is not in 
     violation of any such Governmental Rule or Governmental Approval or such 
     certificate of incorporation or by-laws or in breach of or default under 
     any indenture, loan agreement or credit agreement or other material 
     agreement, lease or instrument referred to in clause (iii) above which 
     violation, breach or default has or could reasonably be expected to have 
     a material adverse effect on the Pledgor or the ability of the Pledgor 
     to fulfill its obligations under this Agreement.

          (e)  This Agreement creates in favor of the Collateral Agent for 
     the equal and ratable benefit of the Secured Parties, a legal, valid and 
     enforceable Lien on and security interest in all of the Collateral, 
     subject to no equal or prior Lien securing the payment and performance 
     of the Secured Obligations, and all filings and other actions necessary 
     or desirable to create, preserve, validate, perfect and protect such 
     Lien and the priority thereof have been duly made or taken.

                               PLEDGE AGREEMENT
<PAGE>
                                    - 6 -

          (f)  No Governmental Approval by, and no filing with, any 
     Governmental Body is required to be obtained by the Pledgor in 
     connection with this Agreement and the transactions contemplated hereby 
     (except for the filing of the financing statements in the jurisdictions 
     identified in Annex 2 hereto).

          (g)  The Pledgor is the sole legal and beneficial owner of the 
     Collateral in which it purports to grant a security interest pursuant to 
     Section 3 hereof, and no Lien exists or will exist upon the Collateral 
     at any time (and, with respect to the Collateral, no right or option to 
     acquire the same exists in favor of any other Person), except for the 
     pledge and security interest in favor of the Collateral Agent for the 
     benefit of the Secured Parties created or provided for herein, which 
     pledge and security interest constitute a valid and enforceable first 
     priority perfected pledge and security interest in and to all of the 
     Collateral.

          (h)  There is no action, suit or proceeding at law or in equity or 
     by or before any Governmental Body, arbitral tribunal or other body now 
     pending, or to the best knowledge of the Pledgor, threatened against or 
     affecting the Pledgor or any of its Property or the Collateral which has 
     or could reasonably be expected to have a material adverse effect on the 
     Pledgor or the ability of the Pledgor to fulfill its obligations under 
     this Agreement.

          (i)  The Pledgor has filed or caused to be filed all tax returns 
     that are required to be filed, and has paid all taxes shown to be due 
     and payable on said returns or on any assessments made against the 
     Pledgor or any of its Property and all other Taxes imposed on the 
     Pledgor by any Governmental Body (other than Taxes the payment of which 
     are not yet due or which are being contested in good faith and Taxes for 
     which the failure to so file or pay does not have and could not 
     reasonably be expected to have a material adverse effect on the Pledgor 
     or the ability of the Pledgor to fulfill its obligations under this 
     Agreement), and no tax Liens have been filed and no claims are being 
     asserted with respect to any such Taxes.

          (j)  The Pledgor has all right, title, interest in, to and under, 
     and is the record owner of, the Collateral in which it purports to grant 
     a security interest pursuant to Section 3 and no Lien exists or will 
     exist upon the Collateral at any time (and no right to acquire the same 
     exists in favor of any other Person), except for the pledge and security 
     interest in favor of the Collateral Agent for the benefit of the Secured 
     Parties created or provided for herein, which pledge and security 
     interest constitute a first priority perfected pledge and security 
     interest in and to all of the Collateral.

          (k)  The Membership Interests identified in Annex 1 hereto are, and 
     all other Membership Interests of the Company in which the Pledgor shall 
     hereafter grant a 

                               PLEDGE AGREEMENT
<PAGE>
                                    - 7 -

     security interest pursuant to Section 3 hereof will be, duly authorized, 
     validly existing, fully paid and non-assessable, and none of such 
     interests is or will be subject to any contractual restriction, or any 
     restriction under the Company LLC Agreement, upon the transfer of such 
     membership interests, including without limitation the admission of any 
     such transferee as a Member of the Company (except for such restriction 
     contained herein).

          Section 3.  THE PLEDGE  
As collateral security for the prompt payment in full when due (whether at 
stated maturity, by acceleration or otherwise) of the Secured Obligations, 
the Pledgor hereby pledges, assigns, hypothecates and transfers to the 
Collateral Agent for the equal and ratable benefit of the Secured Parties, 
and hereby grants to the Collateral Agent for the equal and ratable benefit 
of the Secured Parties a Lien on and security interest in, all of the 
Pledgor's right, title and interest in, to and under the following, whether 
now owned by the Pledgor or hereafter acquired and whether now existing or 
hereafter coming into existence and wherever located (all being collectively 
referred to herein as "COLLATERAL"):

          (a)  its Membership Interests, together with the certificates (if 
     any) evidencing the same, including, without limitation, all of its 
     right, title and interest in, to and under the Company LLC Agreement, 
     including, without limitation, (i) all rights of the Pledgor to receive 
     moneys due but unpaid and to become due under or pursuant to the Company 
     LLC Agreement, (ii) all rights of the Pledgor to participate in the 
     operation or management of the Company and to take actions or consent to 
     actions in accordance with the provisions of the Company LLC Agreement, 
     (iii) all rights of the Pledgor to property of the Company, (iv) all 
     rights of the Pledgor to receive proceeds of any insurance, bond, 
     indemnity, warranty or guaranty with respect to the Company LLC 
     Agreement, (v) all claims of the Pledgor for damages arising out of or 
     for breach of or default under the Company LLC Agreement and (vi) all 
     rights of the Pledgor to terminate, amend, supplement, modify or waive 
     performance under the Company LLC Agreement, to perform thereunder and 
     to compel performance and otherwise to exercise all remedies thereunder;

          (b)  all shares, interests, securities, moneys or property 
     representing a dividend on such Membership Interests or representing a 
     distribution or return of capital upon or with respect to such 
     Membership Interests or resulting from a split-up, revision, 
     reclassification or other like change of the Collateral or otherwise 
     received in exchange therefor, and any subscription warrants, rights or 
     options issued to the holders of, or otherwise in respect of the 
     Collateral; and

          (c)  all proceeds, products, offspring, rents, profits, royalties, 
     revenues, issues, income, benefits, accessions, additions, substitutions 
     and replacements of and to any and 

                               PLEDGE AGREEMENT
<PAGE>
                                    - 8 -

     all of the property of the Pledgor described in the preceding clauses 
     of this Section 3 and, to the extent related to any such property all 
     books, correspondence, credit files, records, invoices and other papers.

          Section 4.  COVENANTS.  
The Pledgor covenants and agrees that, until the Termination Date:

          (a)  The Pledgor will not (i) cancel or terminate the Company LLC 
     Agreement or consent to or accept any cancellation or termination 
     thereof, (ii) amend, supplement or otherwise modify the Company LLC 
     Agreement in a manner that would be adverse to the interests of the 
     Noteholders under the Financing Documents or adversely affect the rights 
     or remedies of the Collateral Agent hereunder or the value of the 
     Collateral or (iii) petition, request or take any other legal or 
     administrative action that seeks, or may reasonably be expected, to 
     rescind, terminate, amend, modify or suspend the Company LLC Agreement; 
     PROVIDED that after ACS has purchased the Membership Interests of the 
     other Member(s) under Section 4.2 of the Company Limited Liability 
     Company Agreement, ACS may terminate the Company Limited Liability 
     Company Agreement if prior to such termination the Company has merged 
     with or consolidated into ACS in a transaction permitted under Section 
     9.6 of the Note Purchase Agreement and ACS has assumed in writing all of 
     the Secured Obligations pursuant to an assignment and assumption 
     agreement satisfactory to the Noteholders and has delivered to the 
     Noteholders (a) an opinion of counsel satisfactory to the Noteholders 
     covering the enforceability of such assignment and assumption agreement 
     and such other matters as the Noteholders may reasonably request and (b) 
     such other documents and financial information with respect to ACS as 
     the Noteholders may reasonable request, which documents shall be 
     satisfactory to the Noteholders.

          (b)  The Pledgor shall preserve and maintain its corporate 
     existence and all of its licenses, rights, privileges and franchises 
     that are necessary or desirable for the maintenance of its existence and 
     the fulfillment of its obligations under this Agreement.

          (c)  The Pledgor shall pay and discharge all Taxes now or hereafter 
     imposed on the Pledgor, on its income or profits, on any of its Property 
     or upon the Liens provided for herein prior to the date on which 
     penalties attach thereto for which the failure to so pay and discharge 
     has or could reasonably be expected to have a material adverse effect on 
     the Pledgor or the ability of the Pledgor to fulfill its obligations 
     under this Agreement; PROVIDED that the Pledgor shall have the right to 
     contest in good faith the validity or amount of any such Tax.

          (d)  The Pledgor shall not create, incur, assume or suffer to exist 
     any Lien upon any of the Collateral, except for Permitted Liens.

                               PLEDGE AGREEMENT
<PAGE>
                                    - 9 -

          (e)  The Pledgor shall promptly upon obtaining knowledge of any 
     action, suit or proceeding at law or in equity by or before any 
     Governmental Body, arbitral tribunal or other body pending or threatened 
     against the Pledgor which could result in a material adverse effect on 
     the Pledgor or the ability of the Pledgor to fulfill its obligations 
     under this Agreement or upon becoming aware of any other circumstance, 
     act or condition (including, without limitation, the adoption, amendment 
     or repeal of any Governmental Rule or the Impairment of any Governmental 
     Approval or notice (whether formal or informal, written or oral) of the 
     failure to comply with the terms and conditions of any Governmental 
     Approval) which could result in a material adverse effect on the Pledgor 
     or the ability of the Pledgor to fulfill its obligations under this 
     Agreement, furnish to the Collateral Agent a written notice of such 
     event describing the same in reasonable detail and, together with such 
     notice or as soon thereafter as possible, a description of the action 
     that the Pledgor has taken and proposes to take with respect thereto.

          (f)  Except as permitted by Section 9.2 of the Company LLC 
     Agreement, ("RIGHT TO PURCHASE AND SELL MEMBERSHIP INTERESTS"), the 
     Pledgor shall not sell, assign, transfer or otherwise dispose of all or 
     any part of the Collateral, or consent to the issuance of any Membership 
     Interests or other equity interest of any class by the Company, without 
     the prior written consent of the Collateral Agent (which the Collateral 
     Agent will provide only if instructed to do so by the Majority Holders).

          (g)  Promptly after the Pledgor knows or has reason to believe that 
     any Default or Event of Default relating to the Pledgor has occurred, 
     the Pledgor shall deliver to the Collateral Agent written notice of such 
     event describing the same in reasonable detail together with, or as soon 
     thereafter as possible, a written description of the action that the 
     Pledgor has taken or proposes to take with respect thereto.

          Section 5.  FURTHER ASSURANCES; REMEDIES.  
In furtherance of the grant of the pledge and security interest pursuant to 
Section 3 hereof, the Pledgor hereby agrees with the Secured Parties as 
follows:

          5.01  DELIVERY AND OTHER PERFECTION.  
The Pledgor shall:

          (a)  with respect to the Membership Interests held by the Pledgor, 
     execute and deliver written instructions to the Company to register the 
     Lien created hereunder in such ownership interests in the registration 
     books maintained by the Company for such a purpose and cause the Company 
     to execute and deliver to the Collateral Agent a written confirmation to 
     the effect that the Lien created hereunder in such ownership interests 
     has been duly registered in such registration books;

                               PLEDGE AGREEMENT
<PAGE>
                                    - 10 -

          (b)  if any of the certificates, warrants, rights, options or other 
     Property required to be pledged by the Pledgor under Section 3 hereof 
     are received by the Pledgor, forthwith (i) transfer and deliver to the 
     Collateral Agent such certificates, warrants, rights, options or other 
     Property so received by the Pledgor (together with the certificates for 
     any such Membership Interests and securities duly endorsed in blank), 
     all of which thereafter shall be held by the Collateral Agent, pursuant 
     to the terms of this Agreement, as part of the Collateral and/or (ii) 
     take such other action as the Collateral Agent shall deem necessary or 
     appropriate to duly record the Lien created hereunder in such 
     certificates, warrants, rights, options or other Property;

          (c)  give, execute, deliver, file and/or record any financing 
     statement, continuation statement, notice, instrument, document, 
     agreement or other papers that may be necessary or desirable or 
     reasonably requested by the Collateral Agent in a notice to the Pledgor 
     (given by the Collateral Agent upon the written directions of the 
     Majority Holders) to create, preserve, perfect or validate the security 
     interest granted pursuant hereto or to enable the Collateral Agent to 
     exercise and enforce its rights hereunder with respect to such pledge 
     and security interest  including, without limitation, causing any or all 
     of the Collateral to be transferred of record into the name of the 
     Collateral Agent or its nominee (and the Collateral Agent agrees that if 
     any Collateral is transferred into its name or the name of its nominee, 
     the Collateral Agent will thereafter promptly give to the Pledgor copies 
     of any written notices and communications received by it with respect to 
     the Collateral).  Without limiting the generality of the foregoing, the 
     Pledgor shall, if any Collateral shall be evidenced by a promissory note 
     or other instrument, deliver and pledge to the Collateral Agent for the 
     equal and ratable benefit of the Secured Parties such note or instrument 
     duly endorsed or accompanied by duly executed instruments of transfer or 
     assignment, all in form and substance satisfactory to the Collateral 
     Agent;

          (d)  maintain, hold and preserve full and accurate Records, and 
     stamp or otherwise mark such Records in such manner as the Collateral 
     Agent may reasonably require in order to reflect the security interests 
     granted by this Agreement;

          (e)  permit representatives of the Collateral Agent, upon 
     reasonable notice, at any time during normal business hours to inspect 
     and make abstracts from its Records, and permit representatives of the 
     Collateral Agent to be present at the Pledgor's place of business to 
     receive copies of all communications and remittances relating to the 
     Collateral, all in such manner as the Collateral Agent may require, and 
     forward promptly to the Collateral Agent written copies of any notices 
     or communications received by the Pledgor with respect to the 
     Collateral; and

          (f)  if any of the Collateral shall be evidenced by a promissory note
     or other 

                               PLEDGE AGREEMENT
<PAGE>
                                    - 11 -

     instrument, deliver and pledge to the Collateral Agent for the equal and 
     ratable benefit of the Secured Parties any all such notes or 
     instruments, endorsed and/or accompanied by such executed instruments of 
     assignment and transfer in such form and substance as the Collateral 
     Agent may reasonably request.

          5.02  OTHER FINANCING STATEMENTS AND LIENS.  
Without the prior consent of the Collateral Agent (which the Collateral Agent 
will provide to the extent directed to do so by the Majority Holders), the 
Pledgor shall not file or suffer to be on file, or authorize or permit to be 
filed or to be on file, in any jurisdiction, any financing statement, 
recordation of Liens or like instrument with respect to the Collateral in 
which the Collateral Agent is not named as the sole secured party for the 
benefit of the Secured Parties.

          5.03  PRESERVATION OF RIGHTS.  
The Collateral Agent shall not be required to take steps necessary to 
preserve any rights against prior parties to any of the Collateral.

          5.04  COLLATERAL.

          (a)  So long as no Default or Event of Default shall have occurred 
and be continuing, the Pledgor shall have the right to exercise all voting, 
consensual and other powers of ownership pertaining to the Collateral for all 
purposes not inconsistent with the terms of this Agreement, the Note Purchase 
Agreement or any other Financing Document; and, the Collateral Agent shall 
execute and deliver to the Pledgor or cause to be executed and delivered to 
the Pledgor all such proxies, powers of attorney, dividend and other orders, 
and all such instruments, without recourse, as the Pledgor may reasonably 
request in a writing delivered to the Collateral Agent for the purpose of 
enabling the Pledgor to exercise the rights and powers which it is entitled 
to exercise pursuant to this Section 5.04(a).

          (b)  Unless and until a Default or Event of Default has occurred 
and is continuing, the Pledgor shall be entitled to receive, retain and 
distribute as dividends or otherwise any dividends on the Collateral paid or 
payable in accordance with the terms of the Agency and Disbursement Agreement.

          (c)  If any Default or Event of Default shall have occurred and be 
continuing, and whether or not the Collateral Agent or any other Secured 
Party exercises any available right to declare any Secured Obligation due and 
payable or seeks or pursues any other relief or remedy available to it under 
applicable law or under this Agreement, the Note Purchase Agreement or any 
other Financing Document, all dividends and other distributions on the 
Collateral received by the Pledgor in trust for the benefit of the Collateral 
Agent, shall be segregated from other funds of the Pledgor and shall be 
forthwith paid over to the Collateral Agent in the same form as 

                               PLEDGE AGREEMENT
<PAGE>
                                    - 12 -

received.  Subject to the terms of this Agreement, and, if the Collateral 
Agent shall so request, the Pledgor agrees to execute and deliver to the 
Collateral Agent appropriate additional dividend, distribution and other 
orders and documents to that end, PROVIDED that if such Default or Event of 
Default is waived or cured, any such dividend or distribution theretofore 
paid to the Collateral Agent shall, upon written request of the Pledgor 
(except to the extent theretofore applied to the Secured Obligations), be 
returned by the Collateral Agent to the Pledgor.

          5.05  EVENTS OF DEFAULT, ETC.  
During the period during which an Event of Default shall have occurred and be 
continuing:

          (a)  the Collateral Agent shall have all of the rights and remedies 
     with respect to the Collateral of a secured party under the Uniform 
     Commercial Code (whether or not said Code is in effect in the 
     jurisdiction where the rights and remedies are asserted) and such 
     additional rights and remedies to which a secured party is entitled 
     under the laws in effect in the States of New York and Delaware and any 
     jurisdiction where any rights and remedies hereunder may be asserted, 
     including, without limitation, the right, to the maximum extent 
     permitted by law, to exercise all voting, consensual and other powers of 
     ownership pertaining to the Collateral as if the Collateral Agent were 
     the sole and absolute owner thereof (and the Pledgor agrees to take all 
     such reasonable action as may be appropriate to give effect to such 
     right);

          (b)  the Collateral Agent may, in its name or in the name of the 
     Pledgor or otherwise, demand, sue for, collect or receive any money or 
     property at any time payable or receivable on account of or in exchange 
     for any of the Collateral, but shall be under no obligation to do so; and

          (c)  the Collateral Agent may (but shall have no obligation to, 
     except to the extent required under the Agency and Disbursement 
     Agreement), upon not less than five Business Days' prior notice to the 
     Pledgor of the time and place, with respect to the Collateral or any 
     part thereof which shall then be or shall thereafter come into the 
     possession, custody or control of the Collateral Agent, the other 
     Secured Parties or any of their respective agents, sell, lease, assign 
     or otherwise dispose of all or any part of such Collateral, at such 
     place or places as the Collateral Agent deems advisable, and for cash or 
     for credit or for future delivery (without thereby assuming any credit 
     risk), at public or private sale, without demand of performance or 
     notice of intention to effect any such disposition or of the time or 
     place thereof (except such notice as is required above or by applicable 
     statute and cannot be waived), and the Collateral Agent or any other 
     Secured Party or anyone else may be the purchaser, lessee, assignee or 
     recipient of any or all of the Collateral so disposed of at any public 
     sale (or, to the extent permitted by law, at any private sale conducted 
     in a commercially reasonable manner) and thereafter hold the same 
     absolutely, free from any claim or right of whatsoever kind, including 
     any right or 

                               PLEDGE AGREEMENT
<PAGE>
                                    - 13 -

     equity of redemption (statutory or otherwise), of the Pledgor, any such 
     demand, notice and right or equity being hereby expressly waived and 
     released.  The Collateral Agent may (but shall have no obligation to, 
     except to the extent required under the Agency and Disbursement 
     Agreement), without notice or publication, adjourn any public or private 
     sale or cause the same to be adjourned from time to time by announcement 
     at the time and place fixed for the sale, and such sale may be made at 
     any time or place to which the sale may be so adjourned.

The proceeds of each collection, sale or other disposition under this Section 
5.05 shall be applied in accordance with Section 5.09 hereof.

          The Pledgor recognizes that, by reason of certain prohibitions 
contained in the Securities Act of 1933, as amended, and applicable state 
securities laws, the Collateral Agent may be compelled, with respect to any 
sale of all or any part of the Collateral, to limit purchasers to those who 
will agree, INTER ALIA, to acquire the Collateral for their own account, for 
investment and not with a view to the distribution or resale thereof.  The 
Pledgor acknowledges that any such private sale may be at prices and on terms 
less favorable to the Collateral Agent than those obtainable through a public 
sale without such restrictions, and, notwithstanding such circumstances, 
agrees that to the extent such private sale shall have been made in a 
commercially reasonable manner, the Collateral Agent shall have no obligation 
to engage in public sales and no obligation to delay the sale of any 
Collateral for the period of time necessary to permit the respective issuer 
thereof to register it for public sale.

          5.06  DEFICIENCY.
If the proceeds of sale, collection or other realization of or upon the 
Collateral pursuant to Section 5.05 hereof are insufficient to cover the 
costs and expenses of such realization and the payment in full of the Secured 
Obligations, the Pledgor shall remain liable for any deficiency only to the 
extent provided in Section 16.6 of the Note Purchase Agreement.

          5.07  REMOVALS, ETC.
Without at least 30 days' prior written notice to the Collateral Agent, the 
Pledgor shall not (a) maintain any of its Records at any office or maintain 
its principal place of business at any place other than at the address 
indicated beneath its signature hereto or (b) change its corporate name, or 
the name under which it does business, from the name shown on the signature 
pages hereto.

          5.08  PRIVATE SALE.
The Collateral Agent and the other Secured Parties, respectively, shall incur 
no liability as a result of the sale of the Collateral, or any part thereof, 
at any private sale, pursuant to Section 5.05 hereof, conducted in a 
commercially reasonable manner.  The Pledgor hereby waives any claims against 
the Collateral Agent or any other Secured Party arising by reason of 

                               PLEDGE AGREEMENT
<PAGE>
                                    - 14 -

the fact that the price at which the Collateral may have been sold at such a 
private sale was less than the price which might have been obtained at a 
public sale or was less than the aggregate amount of the Secured Obligations, 
even if the Collateral Agent accepts the first offer received and does not 
offer the Collateral to more than one offeree.

          5.09  APPLICATION OF PROCEEDS.
Except as otherwise herein expressly provided, the proceeds of any 
collection, sale or other realization of all or any part of the Collateral 
pursuant hereto, and any other cash at the time held by the Collateral Agent 
under this Section 5, shall be applied by the Collateral Agent in accordance 
with Section 7 of the Agency and Disbursement Agreement.

          5.10  ATTORNEY-IN-FACT.
Without limiting any rights or powers granted by this Agreement to the 
Collateral Agent, while no Default or Event of Default has occurred and is 
continuing, upon the occurrence and during the continuance of any Default or 
Event of Default the Collateral Agent is hereby appointed the 
attorney-in-fact of the Pledgor for the purpose of carrying out the 
provisions of this Section 5 and taking any action and executing any 
instruments which the Collateral Agent may deem necessary or advisable to 
accomplish the purposes hereof, which appointment as attorney-in-fact is 
irrevocable and coupled with an interest.  Without limiting the generality of 
the foregoing, so long as the Collateral Agent shall be entitled under this 
Section 5 to make collections in respect of the Collateral, the Collateral 
Agent shall have the right and power to receive, endorse and collect all 
checks made payable to the order of the Pledgor representing any dividend, 
payment or other distribution in respect of the Collateral or any part 
thereof and to give full discharge for the same.

          5.11  PERFECTION.
Prior to or concurrently with the execution and delivery of this Agreement, 
the Pledgor shall deliver to the Collateral Agent all certificates identified 
in Annex 1 hereto, accompanied by undated stock powers duly executed in blank 
(or otherwise properly indorsed (within the meaning of Section 8-304 of the 
UCC).

          5.12  TERMINATION.
Upon the Termination Date, the security interest created by this Agreement 
shall terminate and all rights to the Collateral shall revert to the Pledgor, 
and upon the written request of the Pledgor containing a certification that 
the Termination Date has occurred, the Collateral Agent shall forthwith cause 
to be assigned, transferred and delivered, against receipt but without any 
recourse, warranty or representation whatsoever, any remaining Collateral and 
money received in respect thereof, to or on the order of the Pledgor.  The 
Collateral Agent shall also execute and deliver to the Pledgor upon such 
written request and certification such Uniform Commercial Code termination 
statements and such other documentation as shall be reasonably requested by 
the Pledgor to effect the termination and release of the Liens on the 
Collateral.

                               PLEDGE AGREEMENT
<PAGE>
                                    - 15 -

          5.13  EXPENSES.
The Pledgor agrees to reimburse each of the Noteholders and the Collateral 
Agent for all costs and expenses of the Noteholders and the Collateral Agent 
(including, without limitation, the fees and expenses of legal counsel) in 
connection with (a) any Default or Event of Default and any enforcement or 
collection proceeding resulting therefrom, including, without limitation, all 
manner of participation in or other involvement with (i) performance by the 
Collateral Agent of any obligation that the Pledgor has failed or refused to 
perform, (ii) bankruptcy, insolvency, receivership, foreclosure, winding up 
or liquidation proceedings, or any actual or attempted sale, or any exchange, 
enforcement, collection, compromise or settlement in respect of any of the 
Collateral, and for the care of the Collateral and defending or asserting 
rights and claims of the Collateral Agent in respect thereof, by litigation 
or otherwise, including expenses of insurance, (iii) judicial or regulatory 
proceedings and (iv) workout, restructuring or other negotiations or 
proceedings (whether or not the workout, restructuring or transaction 
contemplated thereby is consummated) and (b) the enforcement of this Section 
5.13, and all such costs and expenses shall be Secured Obligations entitled 
to the benefits of the collateral security provided pursuant to Section 3 
hereof.

          5.14  FURTHER ASSURANCES.
The Pledgor agrees that, from time to time upon the request of the Collateral 
Agent, the Pledgor will execute and deliver such further documents and do 
such other acts and things as the Collateral Agent may reasonably request in 
order fully to effectuate the purposes of this Agreement.

          Section 6.  MISCELLANEOUS.

          6.01  NO WAIVER.
No failure on the part of the Collateral Agent or any of its agents to 
exercise and no delay in exercising, and no course of dealing with respect 
to, any right, power or remedy hereunder shall operate as a waiver thereof, 
and no single or partial exercise by the Collateral Agent or any of its 
agents of any right, power or remedy hereunder shall preclude any other or 
further exercise thereof or the exercise of any other right, power or remedy. 
The remedies provided herein are cumulative and are not exclusive of any 
remedies provided by law.

          6.02  NOTICES.
All notices, requests and other communications provided for herein 
(including, without limitation, any modifications of, or waivers or consents 
under, this Agreement) shall be given or made in writing (including, without 
limitation, by telex or telecopy) delivered to the intended recipient at the 
"Address for Notices" specified below its name on the signature page hereof 
or, as to any party, at such other address as shall be designated by such 
party, in a notice to each 

                               PLEDGE AGREEMENT
<PAGE>
                                    - 16 -

other party.  Except as otherwise provided in this Agreement, all such 
communications shall be deemed to have been duly given when transmitted by 
telex or telecopier or personally delivered or, in the case of a mailed 
notice, upon receipt, in each case given or addressed as aforesaid.

          6.03  WAIVERS, ETC.
This Agreement may be amended or modified only by an instrument in writing 
signed by the Pledgor and the Collateral Agent acting with the written 
consent of the Majority Holders and any provision of this Agreement may be 
waived by the Collateral Agent acting with written consent of the Majority 
Holders; PROVIDED that no amendment, modification or waiver shall, unless by 
an instrument in writing signed by each Noteholder or by the Collateral Agent 
acting with the written consent of each Noteholder, alter the terms of this 
Section 6.03.  Any waiver shall be effective only in the specific instance 
and for the specified purpose for which it was given.

          6.04  SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit of the 
respective successors and assigns of the Pledgor, the Collateral Agent, the 
other Secured Parties and each holder of any of the Secured Obligations 
(PROVIDED, HOWEVER, that the Pledgor shall not assign or transfer its rights 
hereunder without the prior consent of the Collateral Agent) (which the 
Collateral Agent will provide only if instructed to do so by the Majority 
Holders).

          6.05  COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of which 
shall be deemed an original but all of which together shall constitute one 
and the same instrument.

          6.06  AGENTS.
The Collateral Agent may employ agents and attorneys-in-fact in connection 
herewith and shall not be responsible for the negligence or misconduct of any 
such agents or attorneys-in-fact selected by it in good faith.

          6.07  SEVERABILITY.
If any provision hereof is invalid and unenforceable in any jurisdiction, 
then, to the fullest extent permitted by law, (a) the other provisions hereof 
shall remain in full force and effect in such jurisdiction and shall be 
liberally construed in order to carry out the intentions of the parties 
hereto as nearly as may be possible and (b) the invalidity or 
unenforceability of any provision hereof in any jurisdiction shall not affect 
the validity or enforceability of such provision in any other jurisdiction.

          6.08  HEADINGS.
The headings in this Agreement are for convenience of reference only and 
shall not limit or otherwise affect any of the terms hereof.

                               PLEDGE AGREEMENT
<PAGE>
                                    - 17 -

          6.09  LIMITATION OF LIABILITY.
The liability of the Pledgor for the payment and performance of the Secured 
Obligations shall be limited as and to the extent provided under Section 16.6 
of the Note Purchase Agreement.

          6.10  SECURITY INTEREST ABSOLUTE.
The rights and remedies of the Collateral Agent hereunder, the Liens created 
hereby and the obligations of the Pledgor hereunder are absolute, irrevocable 
and unconditional, irrespective of:

          (a)  the validity or enforceability of any of the Secured 
     Obligations, any other Financing Document or any other agreement or 
     instrument relating thereto;

          (b)  any amendment to, waiver of, consent to or departure from, or 
     failure to exercise any right, remedy, power or privileges under or in 
     respect of, any of the Secured Obligations, any other Financing Document 
     or any other agreement or instrument relating thereto;

          (c)  the acceleration of the maturity of any of the Secured 
     Obligations or any other modification of the time of payment thereof;

          (d)  any substitution, release or exchange of any other security 
     for or guarantee of any of the Secured Obligations or the failure to 
     create, preserve, validate, perfect or protect any other Lien granted 
     to, or purported to be granted to, or in favor of, the Collateral Agent 
     or any other Secured Party; or

          (e)  any other event or circumstance whatsoever which might 
     otherwise constitute a legal or equitable discharge of a surety or a 
     guarantor, it being the intent of this Section 6.10 that the obligations 
     of the Pledgor hereunder shall be absolute, irrevocable and 
     unconditional under any and all circumstances.

          6.11  SUBROGATION.
The Pledgor shall not exercise, and hereby irrevocably waives, any claim, 
right or remedy that it may now have or may hereafter acquire against the 
Company arising under or in connection with this Agreement, including, 
without limitation, any claim, right or remedy of subrogation, contribution, 
reimbursement, exoneration, indemnification or participation arising under 
contract, by Governmental Rule or otherwise in any claim, right or remedy of 
the Collateral Agent or the Secured Parties against the Company or any other 
Person or any Collateral which the Collateral Agent or any Secured Party may 
now have or may hereafter acquire.  If, notwithstanding the preceding 
sentence, any amount shall be paid to the Pledgor on account of such 
subrogation rights at any time when any of the Secured Obligations shall not 
have been paid in full, such amount shall be held by the Pledgor in trust for 
the Collateral Agent and the Secured Parties, segregated from other funds of 
the Pledgor and be turned over to the Collateral Agent in the 

                               PLEDGE AGREEMENT
<PAGE>
                                    - 18 -

exact form received by the Pledgor (duly endorsed by the Pledgor to the 
Collateral Agent, if required), to be applied against the Secured 
Obligations, whether matured or unmatured, in accordance with the Note 
Purchase Agreement and the Security Documents.

          6.12  REINSTATEMENT.
This Agreement and the Lien created hereunder shall automatically be 
reinstated if and to the extent that for any reason any payment by or on 
behalf of the Company in respect of the Secured Obligations is rescinded or 
must otherwise be restored by any holder of the Secured Obligations, whether 
as a result of any proceedings in bankruptcy or reorganization or otherwise, 
and the Pledgor shall indemnify the Collateral Agent and each other Secured 
Party on demand for all reasonable costs and expenses (including, without 
limitation, fees and expenses of counsel) incurred by the Collateral Agent or 
such other Secured Party in connection with such rescission or restoration.

          6.13  JURISDICTION AND PROCESS.
THE PLEDGOR AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR 
RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT OR ANY OTHER 
DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH, OR ANY LEGAL ACTION OR 
PROCEEDING TO EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT OBTAINED AGAINST THE 
PLEDGOR, FOR BREACH HEREOF OR THEREOF, OR AGAINST ANY OF ITS PROPERTIES, MAY 
BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES 
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK BY ANY SECURED PARTY OR 
ON BEHALF OF SUCH SECURED PARTY, AS SUCH SECURED PARTY MAY ELECT, AND THE 
PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NON-EXCLUSIVE 
JURISDICTION OF SUCH COURTS FOR PURPOSES OF ANY SUCH LEGAL ACTION OR 
PROCEEDING.  THE PLEDGOR HEREBY IRREVOCABLY APPOINTS AND DESIGNATES CT 
CORPORATION SYSTEM, WHOSE ADDRESS IS 1633 BROADWAY, NEW YORK, NY 10019, OR 
ANY OTHER PERSON HAVING AND MAINTAINING A PLACE OF BUSINESS IN THE STATE OF 
NEW YORK WHOM THE PLEDGOR MAY FROM TIME TO TIME HEREAFTER DESIGNATE (HAVING 
GIVEN 30 DAYS' NOTICE THEREOF TO THE COLLATERAL AGENT), AS THE TRUE AND 
LAWFUL ATTORNEY AND DULY AUTHORIZED AGENT FOR ACCEPTANCE OF SERVICE OF LEGAL 
PROCESS.  THE PLEDGOR HEREBY AGREES THAT SERVICE OF PROCESS IN ANY SUCH 
PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR 
CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, 
TO IT AT ITS ADDRESS SPECIFIED IN SECTION 6.02 OF THIS AGREEMENT OR AT SUCH 
OTHER ADDRESS OF WHICH THE COLLATERAL AGENT SHALL HAVE BEEN NOTIFIED PURSUANT 
THERETO.  IN 

                               PLEDGE AGREEMENT
<PAGE>
                                    - 19 -

ADDITION, THE PLEDGOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT 
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE 
LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING 
TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT EXECUTED IN CONNECTION 
HEREWITH OR THEREWITH BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR THE 
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY 
CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS 
BEEN BROUGHT IN AN INCONVENIENT FORUM.

          6.14  NO THIRD PARTY BENEFICIARIES.
THE AGREEMENTS OF THE PARTIES HERETO ARE SOLELY FOR THE BENEFIT OF THE 
PLEDGOR, THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES, AND NO PERSON 
(OTHER THAN THE PARTIES HERETO, THE OTHER SECURED PARTIES AND THEIR 
SUCCESSORS AND ASSIGNS PERMITTED HEREUNDER) SHALL HAVE ANY RIGHTS HEREUNDER.

          6.15  GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE 
LAW OF THE STATE OF NEW YORK.

          6.16  WAIVER OF JURY TRIAL.
EACH OF THE PLEDGOR AND THE COLLATERAL AGENT HEREBY IRREVOCABLY WAIVES, TO 
THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN 
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE 
COMPANY LLC AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

          6.17  BENEFITS OF AGENCY AND DISBURSEMENT AGREEMENT.
For all purposes of this Agreement, in the performance of any duty or 
obligation or the exercise of any right, power, or authority of the 
Collateral Agent hereunder, including, without limitation, the giving of any 
consent hereunder, the Collateral Agent shall be entitled to the benefits of 
the Agency and Disbursement Agreement.

                               PLEDGE AGREEMENT
<PAGE>
                                    - 20 -

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement 
to be duly executed and delivered as of the day and year first above written.

                                       AMERICAN CRYSTAL SUGAR COMPANY



                                       By 
                                          -----------------------------------
                                          Title:



                                       FIRST UNION TRUST COMPANY,
                                         NATIONAL ASSOCIATION,
                                         as Collateral Agent



                                       By 
                                          -----------------------------------
                                          Title:

                                       Address for Notices:

                                       First Union Trust Company, National
                                         Association, as Collateral Agent
                                         for Holders of [Notes]
                                       One Rodney Square, First Floor
                                       920 King Street
                                       Wilmington, Delaware 19801
                                       Attention: Corporate Trust Administration
                                       Telecopier No.: (302)-888-7544
                                       Telephone No.: (302)-888-7539


                               PLEDGE AGREEMENT
<PAGE>

                                                                        ANNEX 1

                              MEMBER COLLATERAL

                       AMERICAN CRYSTAL SUGAR COMPANY

<TABLE>
<CAPTION>

Type of                                                Certificate
Membership                        Number of               No(s).
Interests                           Units                (if any)
----------                        ---------            -----------
<S>                               <C>                  <C>



</TABLE>

                               PLEDGE AGREEMENT