**Exhibit10.21**

** **

**AMENDMENTNO. 4**

**TO**

**AMERICANCRYSTAL SUGAR COMPANY**

**2005LONG TERM INCNETIVE PLAN**

 

**WHEREAS,**the Board ofDirectors of American Crystal Sugar Company (“ACSC”) previously adopted theAmerican Crystal Sugar Company 2005 Long Term Incentive Plan (the “Plan”),generally effective January 1, 2005; and

 

**WHEREAS,**pursuant to Article 11of the Plan, the Board of Directors has the authority to amend the Plan at anytime; and

 

**WHEREAS,** the Board ofDirectors deems it necessary to amend the Plan with regard to annual ProfitPayments in the event the calculation of Profit Payments results in a loss andto provide for repayment of benefits in the event of the restatement of ACSC’sfinancial statements due to material noncompliance with financial reporting requirements.

 

**NOW, THEREFORE, RESOLVED,** that,effective August 1,2010, the American Crystal Sugar Company 2005 Long TermIncentive Plan be and it is hereby amended as follows:

 

1.             Section 6.5 of Article 6 of the Plan is herebyamended in its entirety to read as follows:

 

“Section 6.5  Profit Payments.  Each Participant shall be eligible to receivean annual profit payment, determined in accordance with this Section 6.5,for each vested share of Phantom Stock held by the Participant under the Plan.The annual profit payments payable to or on behalf of a Participant shall bepaid by the Company to the Participant, or the Participant’s Beneficiary, atthe end of each fiscal year unless the Participant has made an election todefer the payments on forms provided by the Company.  If such an election has been made, no profitpayments shall be paid directly to the Participant or the Participant’sBeneficiary under this Section 6.5, but shall be allocated to theParticipant’s Deferred Compensation Account and paid to the Trust for thebenefit of the Participant. The amount of each profit payment per share ofPhantom Stock shall be based on the difference between the average gross beetpayment per acre net of unit retains and the average cost of production (asestablished by the Board and based upon reputable cost surveys) for the mostrecent year for which data is available. In the event the average cost of production is greater than the averagegross beet payment per acre net of unit retains, thereby resulting in a lossrather than a profit, a profit payment will not be paid to Participants forthat fiscal year.  Such loss will notreduce the amount of any annual profit payments due and payable for futurefiscal years.  Profit payments shall bemade on the same schedule and with the same adjustments and partial payouts asbeet payments are made to the Company’s shareholders.”

 

2.             Section 6.6(a) of Article 6 of the Planis hereby amended in its entirety to read as follows:

 

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“(a)         Each Participantshall be eligible to receive an annual unit retain payment as determined by theCompany and subject to this Section 6.6. The annual unit retain payment payable to or on behalf of a Participantshall be paid by the Company to the Participant, or the Participant’sBeneficiary, unless the Participant has made an election to defer the paymentson forms provided by the Company.  Ifsuch an election has been made, no unit retain payment shall be paid to theParticipant or the Participant’s Beneficiary under this Section 6.6, butshall be allocated to the Participant’s Deferred Compensation Account and paidto the Trust.  The amount of each unitretain payment shall be equal to the amount subtracted from the gross beetpayment per acre for unit retains used in the calculation of the profitpayments in Section 6.5.  Each suchunit retain payment shall be determined during the fiscal year of the Companyas may correspond to the revolvement cycle, if any, for the Company’s preferredshareholders; it being the intention that the amount of unit retains payment tobe paid to Participants will be paid on the same schedule as unit retains arerevolved to the Company’s preferred shareholders.   In the event the unit retain is zero ornegative, no unit retain payment will be paid to Participants for that fiscalyear, and will have no effect on the amount of any unit retain payments due andpayable for future fiscal years.

 

3.             Article VI of the Plan ishereby amended by adding the following new Section 6.8 at the end thereof:

 

“6.8         Overpayments.  If the Company discovers that a significantrestatement of the Company’s financial results is required due to materialnoncompliance with financial reporting requirements, the Company shallrecalculate the number of shares of Phantom Stock awarded to the Participantand the amount of any annual profit payments paid to the Participant for thecurrent fiscal year and for the three immediately preceding fiscal years.  By way of example, but not by way oflimitation, if in FY2012 the Company discovers that a significant restatementof the Company’s financial results is required for FY2009, such recalculationshall be made for FY2009 through FY2012. However, if in FY2012 the Company discovers that a significantrestatement of the Company’s financial results is required for FY2008, no suchrecalculation shall be made for FY2009 through FY2012, but not for FY2008.

 

Ifsuch recalculation results in a lower number of shares of Phantom Stock, theParticipant’s vested shares of Phantom Stock shall be adjusted to reflect suchlower number of shares.  If suchrecalculation results in a lower amount for any annual profit payments, theParticipant’s Deferred Compensation Account, if applicable, shall be adjustedto reflect such lower value.  If, as aresult of such recalculation, the Participant received any payments for sharesof Phantom Stock that should not have been awarded to the Participant or if theParticipant received any excess annual profit payments (collectively, the “ExcessPayments”), the Participant shall pay to the Company the amount of such ExcessPayments within thirty (30) days of the date that the Company provides writtennotice to the Participant specifying the amount of such Excess Payments.  Such notice shall be deemed given as of thedate of delivery or, if delivery is made by mail, three days after the noticeis mailed to the last known address of the Participant.  This Section 6.8 shall be administeredin accordance with the requirements

 

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of Code Section 409Aand the regulations, notices and other guidance of general applicability issuedthereunder.”

 

4.             Except as expressly modified herein, all otherprovisions of the Plan shall remain in full force and effect.

 

**IN WITNESS WHEREOF**, the ChiefExecutive Officer of American Crystal Sugar Company has caused this instrumentto be executed as of this 31st day of July, 2010.

 
|   | **AMERICAN CRYSTAL SUGAR COMPANY** |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By                                 | /s/ David A. Berg |
|   |                               | David A. Berg, Chief  Executive Officer |

 
| STATE OF MINNESOTA | )     |
|--------------------|-------|
|               | ) SS. |
| COUNTY OF          | )     |

 

On this             day of                          ,2010, before me personally appeared David Berg, to me personally known, who,being by me first duly sworn, did depose and say that he the Chief ExecutiveOfficer of American Crystal Sugar Company, the corporation named in theforegoing instrument; that the seal (if any) affixed to said instrument is thecorporate seal of said corporation, and that said instrument was signed andsealed (if sealed) on behalf of said corporation by authority of its Board ofDirectors; and he acknowledged said instrument to be the free act and deed ofsaid corporation.

 
|   |           |
|--------|----------------|
|   | Notary  Public |

 

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