EXHIBIT 10(r) TO MINN-DAK FORM 10-K FISCAL YEAR ENDED AUGUST 31, 2008





EXHIBIT 10(r)


RENEWAL OF DAVID H. ROCHE EMPLOYMENT
AGREEMENT

RENEWAL AGREEMENT


          THIS
AGREEMENT, an Addendum to that certain Employment Agreement between the parties
dated March 1, 2001, is made and entered into this 28th day of August, 2008 to
be effective September 1, 2008, by and between Minn-Dak Farmers Cooperative, a
North Dakota Cooperative Association, with its principal office located at 7525
Red River Road, Wahpeton, North Dakota 58075, hereinafter referred to as
“Minn-Dak”, and David H. Roche of 702 East Lakeside Drive, Fergus Falls,
Minnesota 56537, hereinafter referred to as “Roche”.


          WHEREAS,
the parties entered into an Employment Agreement dated March 1, 2001 with a
term of 18 months, which expired on August 31, 2002; a Renewal Agreement dated
August 27, 2002 with a term of 12 months, which expired August 31, 2003; a
Renewal Agreement dated August 26, 2003 with a term of 12 months, which expired
August 31, 2004; a Renewal Agreement dated August 24, 2004 with a term of 12
months, which expired August 31, 2005; a Renewal Agreement dated August 23,
2005 with a term of 12 months, which expires August 31, 2006; a Renewal
Agreement dated August 17, 2006 with a term of 12 months, which expires August
31, 2007; and a Renewal Agreement dated August 28, 2007 with a term of 12
months, which expires August 31, 2008.


          WHEREAS,
the parties wish to renew said Employment Agreement effective September 1, 2008
for a 12 month period with modification of salary and a revision of Section
Four C.


          NOW
THEREFORE Minn-Dak does hereby employ and Roche does hereby accept such renewal
of employment under the following terms and conditions:


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1.

	
The term of
 this Renewal Agreement shall be from September 1, 2008 through August 31,
 2009.


	
 

	
 


	
2.

	
Section Four
 A. of the Employment Agreement shall be amended to read as follows:








	
 

	
 

	
 


	
 

	
Roche shall
 receive compensation during the term of this agreement as follows: 


	
 

	
 


	
 

	
A.

	
During the
 12 month term of this Renewal Agreement, a base salary of $343,700.00/year
 payable bi-weekly pursuant to Minn-Dak’s current payroll program.








	
 

	
 


	
3.

	
Section Four
 C. of the Employment Agreement shall be amended as follows:








	
 

	
 

	
 


	
 

	
 

	
Annually, a
 profit sharing bonus shall be paid based on the following schedule:








	
 

	
 

	
 

	
 

	
 


	
Return/acre
 to Growers

	
 

	
Profit
 Sharing Amount to CEO


	 

	
 

	 


	
$

	
825 - $900

	
 

	
 

	
$15,000


	
$

	
901 - $975

	
 

	
 

	
$25,000


	
$

	
976 - $1,050

	
 

	
 

	
$35,000


	
$

	
1,051 -
 $1,125

	
 

	
 

	
$45,000


	
$

	
1,126 -
 $1,200

	
 

	
 

	
$55,000


	
$

	
1,201 and
 over

	
 

	
 

	
$65,000








	
 

	
 

	
 


	
 

	
 

	
with a
 review of the scale conducted very two years.


	
 

	
 

	
 


	
 

	
 

	
Return per
 acre shall be the amount received by the shareholder/growers as a grower
 payment for sugarbeets and shall not include patronage, retains, or trucking
 payments.





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4.

	
All
 remaining relevant provisions contained in the Employment Agreement dated
 March 1, 2001 and as amended August 17, 2006, shall remain in full force and
 effect during this renewal term.








	
 

	
 


	
MINN-DAK
 FARMERS COOPERATIVE

	
ROCHE           








	
 

	
 

	
 

	
 

	
 


	
BY

	
/s/ Douglas
 Etten

	
 

	
/s/ David H. Roche

	
 


	
 

	 

	
 

	 

	
 


	
 

	
Douglas
 Etten

	
 

	
   David H.
 Roche

	
 


	
 

	
Chairman of
 the Board of Directors

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
DATE: August
 26, 2008

	
 

	
DATE: August
 26, 2008 

	
 


	
 

	
 

	
 

	
 


	
STATE OF
 NORTH DAKOTA)

	
 

	
 

	
 


	
)SS

	
 

	
 

	
 


	
COUNTY OF
 RICHLAND            )

	
 

	
 

	
 





          The
foregoing instrument was acknowledged before me this 26th day of
August, 2008 by Douglas Etten, Chairman of the Board of Directors of Minn-Dak
Farmers Cooperative, on behalf of said cooperative, and David H. Roche.



	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
   /s/ Simone M. Sandberg

	
 


	
 

	
 

	
 

	 

	
 


	
 

	
 

	
 

	
Notary
 Public

	
 






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