AMENDED
        AND RESTATED ESCROW AGREEMENT

      


      This
        Amended and Restated Escrow Agreement (the "Agreement") dated as of June
        6, 2007
        is by and between, Southern Iowa BioEnergy LLC, an Iowa limited liability
        company (the “Company”) and Great Western Bank of Omaha, Nebraska (the “Escrow
        Agent”), (the “Escrow Agent” and the “Company” may also be hereinafter referred
        to as the “Parties”).

      


      RECITALS

      


      WHEREAS,
        the Parties entered into an Escrow Agreement on April 27, 2006; and

      


      WHEREAS,
        Section 10(d) of the Escrow Agreement allows modification of the Escrow
        Agreement through an amendment; and 

      


      WHEREAS,
        the Parties desire to amend and restate the Escrow Agreement to revise and
        to
        set forth their respective rights, duties, and responsibilities with respect
        to
        the Escrow Agreement; and

      


      WHEREAS,
        the Company proposes to offer a minimum of 17,600 and a maximum of 30,000
        of its
        Membership Units (the "Units") at a price of $1,000 per Unit, with a required
        minimum investment of 20 Units and in additional increments of 1 Unit, in
        an
        offering in the states of Alaska, Illinois, Iowa Kansas, Missouri and Wisconsin,
        and possibly other states, made pursuant to a federal registration under
        the
        provisions of the Securities Act of 1933, as amended (the "Offering") or
        an
        available exemption from registration;

      


      WHEREAS,
        the Company has filed a registration statement (as may be amended), (the
        "Registration Statement") registering the Units with the Securities and Exchange
        Commission (the “Commission”) and the states of Alaska, Illinois, Iowa Kansas,
        Missouri and Wisconsin ; 

      


      WHEREAS,
        the Company will allow investors in the Offering to deliver the purchase
        price
        of the subscribed Units in installments;

      


      WHEREAS,
        the Company desires to comply with the requirements of the Securities Act
        of
        1933 and of the various state regulatory statutes and regulations, and desires
        to protect the investors in the Offering by providing, under the terms and
        conditions herein set forth, for the return to subscribers (collectively
        referred to herein as the “Subscribers” or individually referred to herein as a
“Subscriber”) of the money which they may pay on account of purchases of Units
        in the Offering if the Minimum Escrow Deposit (hereinafter defined) is not
        deposited with the Escrow Agent; and

      


      NOW,
        THEREFORE, in consideration of the premises the Parties agree as
        follows:

       

      
        
          
          

        

        
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      1. ACCEPTANCE
        OF APPOINTMENT:
        Escrow
        Agent hereby agrees to act as escrow agent under this Agreement. The Escrow
        Agent shall have no duty to enforce any provision hereof requiring performance
        by any other party hereunder.

      


      2. ESTABLISHMENT
        OF ESCROW ACCOUNT:
        An
        escrow account (the "Escrow Account") is hereby established with the Escrow
        Agent for the benefit of the investors in the Offering. Except as specifically
        provided in this Agreement, the Escrow Account shall be created and maintained
        subject to the customary rules and regulations of the Escrow Agent pertaining
        to
        such accounts.

      


      3. OWNERSHIP
        OF ESCROW ACCOUNT:
        Until
        such time as the funds deposited in the Escrow Account (the "Deposited Funds")
        shall equal the Minimum Escrow Deposit (as hereinafter defined), all funds
        deposited in the Escrow Account by the Company shall not become the property
        of
        the Company or be subject to the debts of the Company or any other person
        but
        shall be held by the Escrow Agent solely for the benefit of the
        Subscribers.

      


      4. ESCROW
        FEES:
        The
        Company hereby agrees to pay the Escrow Agent an advance payment for ordinary
        services rendered hereunder in the amount of $1,000.00 (the "Escrow Fee").
        Notwithstanding the foregoing, no fee paid under this Agreement shall exceed
        the
        amount of interest on the Escrow Account and shall be paid from interest
        only
        and not from principal. 

      


      5. DEPOSIT
        OF PROCEEDS:
        All
        proceeds from subscriptions for Units in the Offering shall be delivered
        by the
        Company to the Escrow Agent, within forty-eight hours of the receipt thereof
        from Subscribers, endorsed (if appropriate) to the order of the Escrow Agent,
        together with an appropriate written statement setting forth the name, address
        and social security number/taxpayer identification number of each person
        or
        entity subscribing for Units, the number of Units subscribed for, and the
        amount
        paid by each such Subscriber. Any such proceeds deposited with the Escrow
        Agent
        in the form of uncollected checks shall be promptly presented by the Escrow
        Agent for collection through customary banking and clearing house facilities.
        As
        the proceeds of each sale are deposited with the Escrow Agent, the Company
        shall
        reserve the number of Units confirmed to the Subscriber thereof in connection
        with such subscription. All such deposited proceeds are referred to herein
        as
        the "Escrow Funds."

      


      6. INVESTMENT
        OF ESCROW FUNDS:
        The
        Escrow Funds shall be credited by Escrow Agent and recorded in the Escrow
        Account. In accordance with Rule 15c2-4 of the Securities Regulations, the
        Escrow Agent shall be permitted, and is hereby authorized to deposit transfer,
        hold and invest all funds received under this Agreement, including principal
        and
        interest, in savings accounts, bank money market accounts, short term
        certificates of deposit or short term securities issued or guaranteed by
        the
        U.S. Government. Any
        interest received by Escrow Agent with respect to the Escrow Funds shall
        be paid
        pursuant to the terms of this Agreement.

      


      7. TERMINATION
        OF ESCROW: This
        Agreement and the Escrow created hereunder shall be terminated as provided
        in
        paragraph 8 hereof or as of the date one year and one day following the date
        upon which the Commission authorizes the Offering (the "Offering's Effective
        Date") or longer if the Commission, upon the request of the Company, extends
        the
        effectiveness of the Offering beyond the initial one year and one day period
        of
        effectiveness (the “Termination Date”), provided; however, if the Company has
        filed for an extension of the offering with the Commission prior to the
        termination date and the application has not been rejected, this Agreement
        shall
        not terminate until such time as the Commission rejects the application for
        extension or for 180 days after the Commission grants such application. Prior
        to
        the Termination Date, the Company has received subscription agreements for
        membership units equal to the minimum offering amount and the Company has
        advised the Subscribers of those membership units to remit to the Escrow
        Agent
        the balance of the purchase price, then the Escrow may continue beyond the
        Termination Date until all Funds have been paid and the conditions for releasing
        the Funds have been satisfied. In no event shall this date be later than
        three
        (3) months following the Termination Date. The Company shall notify Escrow
        Agent
        of the Offering's Effective Date or extension thereof, within thirty (30)
        days
        of the receipt of notice of the Offering's Effective Date or extension from
        the
        Securities and Exchange Commission. 

       

      
        
          
          

        

        
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      8. DISPOSITION
        OF ESCROW FUNDS:
        The
        Escrow Agent shall have the following duties and obligations under this
        Agreement:

      


      A. The
        Escrow Agent shall send a written notice acknowledging the receipt of the
        Deposited Funds every seven days to the Company. 

      


      B. The
        Escrow Agent shall give the Company prompt written notice when the Deposited
        Funds equal $1,760,000 (exclusive of interest), provided that the Company
        has
        subscriptions for not less than $17,600,000 and has provided Escrow Agent
        written confirmation of said subscriptions. Following receipt of such notice,
        the Company will advise the Subscribers to remit to the Escrow Agent the
        balance
        of the purchase price within thirty (30) days. Thereafter, Escrow Agent shall
        give the Company written notice acknowledging the receipt of the Deposited
        Funds
        every seven days. The Escrow Agent shall give the Company prompt written
        notice
        when the Deposited Funds total $17,600,000 (exclusive of interest).


      


      C. At
        the
        time (and in the event) that: (a) the Deposited Funds shall, during the term
        of
        this Agreement, equal $17,600,000 in subscription proceeds (exclusive of
        interest) (the "Minimum Escrow Deposit"); (b) the Escrow Agent
        shall
        have received written confirmation from the Company that the Company has
        obtained a written debt financing commitment for debt financing of at least
        $31,000,335; (c) the Company has affirmatively elected in writing to terminate
        this Agreement; and (d) the
        Escrow
        Agent shall have provided the Company an affidavit that the Company may file
        in
        the states in which the Units have been registered stating that the foregoing
        requirements (a), (b) and (c) of this subsection 8C have been satisfied,
        then
        this Agreement shall terminate, and the Escrow Agent shall promptly disburse
        the
        funds on deposit, including interest, to the Company to be used in accordance
        with the provisions set out in the Registration Statement. The Company will
        deliver a copy of the Registration Statement to the Escrow Agent upon execution
        of this Agreement. The Escrow Agent will have no responsibility to examine
        the
        Registration Statement with regard to the Escrow Account or otherwise, nor
        shall
        Escrow Agent have any duty to ensure that Company complies with the Registration
        Statement. Upon the making of such disbursement, the Escrow Agent shall be
        completely discharged and released of any and all further responsibilities
        hereunder.

       

      
        
          
          

        

        
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      D. In
        the
        event the Deposited Funds do not equal or exceed the Minimum Escrow Deposit
        on
        or before the Termination Date or if the Company has not received a written
        debt
        financing commitment as described herein on or before the Termination Date,
        the
        Escrow Agent shall return to each of the Subscribers, as promptly as possible
        after such Termination Date and on the basis of its records pertaining to
        the
        Escrow Account: (a) the sum which each Subscriber initially paid in on account
        of subscriptions for the Units in the Offering and (b) each Subscriber’s portion
        of the total interest earned on the Escrow Account as of the Termination
        Date,
        (c) reduced by the transaction fees provided in paragraph 10 hereof. Computation
        of any Subscriber’s share of the net interest earned will be a weighted average
        based on the proportion of such Subscriber’s deposit in the Escrow Account from
        the Offering to all such Subscribers’ deposits held by the Escrow Agent and upon
        the length of time in days such deposit was held in the Escrow Account as
        compared to all such deposits. All computations with respect to each
        Subscriber’s allocable share of net interest shall be made by the Escrow Agent,
        which determinations shall be final and conclusive. Any amount paid or payable
        to a Subscriber pursuant to this paragraph shall be deemed to be the property
        of
        such Subscriber, free and clear of any and all claims of the Company or its
        agents or creditors; and the respective subscriptions for the Units made
        and
        entered into in the Offering shall thereupon be deemed, ipso facto, to be
        cancelled without any further liability of the Subscribers or any of them
        to pay
        for the Units. At such time as the Escrow Agent shall have made all the payments
        called for in this paragraph, the Escrow Agent shall be completely discharged
        and released of any and all further responsibilities hereunder, and the Units
        reserved (as provided in paragraph 5) shall be released from such reservation,
        except that Escrow Agent shall be required to prepare and issue a single
        IRS
        Form 1099 to each Subscriber in the event that funds are returned to
        Subscribers.

      


      E. In
        the
        event the Company offers its Subscribers the right to withdraw and terminate
        their subscription agreements pursuant to a rescission offer (“Rescission
        Offer”), upon
        written notice from the Company identifying the Subscribers who have accepted
        the Rescission Offer, the
        Escrow
        Agent shall return to each rescinding Subscriber, as promptly as
        possible on
        the
        basis of its records pertaining to the Escrow Account: (a) the sum which
        each
        rescinding Subscriber initially paid in on account of subscriptions for the
        Units in the Offering and (b) each rescinding Subscriber's portion of the
        total
        interest earned on the Escrow Account as of the Rescission Offer termination
        date, (c) reduced by the transaction fees provided in paragraph 10 hereof.
        Computation of any rescinding Subscriber’s share of the net interest earned will
        be a weighted average based on the proportion of such rescinding Subscriber’s
        deposit in the Escrow Account from the Offering to all such rescinding
        Subscribers' deposits held by the Escrow Agent and upon the length of time
        in
        days such deposit was held in the Escrow Account as compared to all such
        deposits. All computations with respect to each rescinding Subscriber’s
        allocable share of net interest shall be made by the Escrow Agent, which
        determinations shall be final and conclusive. Any amount paid or payable
        to a
        rescinding Subscriber pursuant to this paragraph shall be deemed to be the
        property of such rescinding Subscriber, free and clear of any and all claims
        of
        the Company or its agents or creditors; and the respective purchases of the
        Units made and entered into in the Offering shall thereupon be deemed, ipso
        facto, to be cancelled without any further liability of the rescinding
        Subscribers or any of them to pay for the Units. At such time as the Escrow
        Agent shall have made all the payments called for in this paragraph, the
        Escrow
        Agent shall continue to be bound by the other provisions of this Agreement,
        and
        the Units reserved for each rescinding Subscriber (as provided in paragraph
        5)
        shall be released from such reservation, except that the Escrow Agent shall
        be
        required to prepare and issue a single IRS Form 1099 to each rescinding
        Subscriber. 

      


      
        
          
          

        

        
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      9. LIABILITY
        OF ESCROW AGENT:
        In
        performing any duties under the Escrow Agreement, the Escrow Agent shall
        not be
        liable to the Company, any Subscriber
        or any
        Party for damages, losses, or expenses, except for gross negligence or willful
        misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur
        any
        such liability for (a) any act or failure to act made or omitted in good
        faith,
        or (b) any action taken or omitted in reliance upon any instrument, including
        any written statement or affidavit provided for in this Agreement that the
        Escrow Agent shall in good faith believe to be genuine, nor will the Escrow
        Agent be liable or responsible for forgeries, fraud, impersonations, or
        determining the scope of any representative’s authority. In addition, the Escrow
        Agent may consult with legal counsel in connection with the Escrow Agent's
        duties under this Agreement and shall be fully protected in any action taken,
        suffered, or permitted by it in good faith in accordance with the advice
        of
        counsel. The Escrow Agent is not responsible for determining and verifying
        the
        authority of any person acting or purporting to act on behalf of any party
        to
        this Agreement.

      


      10. FEES
        AND EXPENSES:
        In the
        event the Deposited Funds do not equal or exceed the Minimum Escrow Deposit
        before the Termination Date or the Company does not receive a written debt
        financing commitment as described herein before the Termination Date, or
        the
        Company offers its Subscribers the right to withdraw and terminate their
        subscription agreements pursuant to a Rescission Offer, the Escrow Agent
        shall
        be entitled to a fee of $10.00 per Subscriber
        receiving an IRS Form 1099,
        which
        fees shall be paid from the interest on the Escrow Account only and not from
        principal. In the event the Escrow Agent renders any service not provided
        for in
        this Agreement, or if the Company requests a substantial modification of
        its
        terms, or if any controversy arises, or if the Escrow Agent is made a party
        to,
        or intervenes in, any litigation pertaining to this escrow or its subject
        matter, the Escrow Agent shall be reasonably compensated for such extraordinary
        services and reimbursed for all costs, attorney's fees, including allocated
        costs of in-house counsel, and expenses occasioned by such default, delay,
        controversy or litigation and the Escrow Agent shall have the right to retain
        all documents and/or other things of value at any time held by the Escrow
        Agent
        in this escrow until such compensation, fees, costs and expenses are paid.
        The
        Company promises to pay these sums upon demand. Unless otherwise provided,
        the
        Company will pay all of the Escrow Agent's usual charges and the Escrow Agent
        may deduct such sums from the interest on the Escrow Account only and not
        from
        principal deposited to the Escrow Account.

       

      
        
          
          

        

        
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      11. CONTROVERSIES:
        If any
        controversy arises between the Parties to this Agreement, or with any other
        Party, concerning the subject matter of this Agreement, its terms or conditions,
        the Escrow Agent will not be required to determine the controversy or to
        take
        any action regarding it. The Escrow Agent may hold all documents and funds
        and
        may wait for settlement of any such controversy by final appropriate legal
        proceedings or other means as, in the Escrow Agent's discretion, the Escrow
        Agent may require, despite what may be set forth elsewhere in this Agreement.
        In
        such event, the Escrow Agent will not be liable for interest or damage.
        Furthermore, the Escrow Agent may at its option file an action of interpleader
        requiring the Parties to answer and litigate any claims and rights among
        themselves. The Escrow Agent is authorized to deposit with the clerk of the
        court all documents and funds held in escrow, except all costs, expenses,
        charges and reasonable attorney fees incurred by the Escrow Agent due to
        the
        interpleader action and which the Company agrees to pay. Upon initiating
        such
        action, the Escrow Agent shall be fully released and discharged of and from
        all
        obligations and liability imposed by the terms of this Agreement.

      


      12. INDEMNIFICATION
        OF ESCROW AGENT:
        The
        Company and its successors and assigns agree jointly and severally to indemnify
        and hold the Escrow Agent harmless against any and all losses, claims, damages,
        liabilities, and expenses, including reasonable costs of investigation, counsel
        fees, including allocated costs of in-house counsel and disbursements that
        may
        be imposed on the Escrow Agent or incurred by the Escrow Agent in connection
        with the performance of its duties under this Agreement, including but not
        limited to any litigation arising from this Agreement or involving its subject
        matter. The Escrow Agent shall have a first lien on the property and papers
        held
        under this Agreement for such compensation and expenses.

      


      13. RESIGNATION
        OF ESCROW AGENT:
        The
        Escrow Agent may resign at any time upon giving at least (30) days written
        notice to the Company provided, however, that no such resignation shall become
        effective until the appointment of a successor escrow agent which shall be
        accomplished as follows: The Company shall use its best efforts to obtain
        a
        successor escrow agent within thirty (30) days after receiving such notice.
        If
        the Company fails to agree upon a successor escrow agent within such time,
        the
        Escrow Agent shall have the right to appoint a successor escrow agent authorized
        to do business in the state of Iowa. The successor escrow agent shall execute
        and deliver an instrument accepting such appointment and it shall without
        further acts, be vested with all the estates, properties, rights, powers,
        and
        duties of the predecessor escrow agent as if originally named as escrow agent.
        The Escrow Agent shall thereupon be discharged from any further duties and
        liability under this Agreement.

      


      14. AUTOMATIC
        SUCCESSION:
        Any
        company into which the Escrow Agent may be merged or with which it may be
        consolidated, or any company to whom the Escrow Agent may transfer a substantial
        amount of its global escrow business, shall be the Successor to the Agent
        without the execution or filing of any paper or any further act on the part
        of
        any of the Parties, anything herein to the contrary
        notwithstanding.

       

      
        
          
          

        

        
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      15. MISCELLANEOUS: 

      


      (a)
        GOVERNING
        LAWS:
        This
        Agreement is to be construed and interpreted according to Iowa law.

      


      (b)
        COUNTERPART:
        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. The exchange of copies of this Agreement and of signature pages
        by
        facsimile transmission shall constitute effective execution and delivery
        of this
        Agreement as to the parties and may be used in lieu of the original Agreement
        for all purposes. Signatures of the parties transmitted by facsimile shall
        be
        deemed to be their original signatures for all purposes.

      


      (c)
        NOTICES:
        All
        instructions, notices and demands herein provided for shall be in writing
        and
        shall be deemed to have been duly given (a) on the date of service if served
        personally on the party to whom notice is to be given; (b) on the day of
        transmission if sent by facsimile transmission to the facsimile number given
        below and telephonic confirmation of receipt is promptly obtained after
        completion of transmission; (c) on the next day on which such deliveries
        are
        made to the respective party, when delivery is to Federal Express or similar
        overnight courier or the Express Mail service maintained by the United States
        Postal Service; or (d) on the fifth day after mailing if mailed to the party
        to
        whom notice is to be given, by first class mail, registered or certified,
        postage prepaid and properly addressed, return receipt requested, to the
        party
        as follows: 

       

      

        
          	
                  If
                    to the Company:

                	
                  If
                    to the Escrow Agent:

                
	 	 
	
                  Southern
                    Iowa BioEnergy

                	
                  Great
                    Western Bank

                
	
                  Attention:
                    President

                	
                  ATTN:
                    Trust Department

                
	
                  115
                    South Linden Street

                	
                  P.O.
                    Box 4070

                
	
                  Lamoni,
                    Iowa 50140

                	
                  Omaha,
                    NE 68107

                
	 	
                  Fax:
                    (402) 554-7346

                


        

      

      
        	 	 


      

       

      With
        a
        required copy to:

      


      Christopher
        R. Sackett

      Brown,
        Winick, Graves, Gross, Baskerville   

      and
        Schoenebaum, P.L.C.    

      666
        Grand
        Avenue, Suite 2000   

      Des
        Moines, IA 50309    

      Fax:
        (515) 283-0231     

      Telephone:
        (515) 242-2400    

       

      
        
          
          

        

        
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      (d) AMENDMENTS:
        This
        Agreement may be amended or modified and any of the terms, covenants,
        representations, warranties or conditions hereof may be waived, only by a
        written instrument executed by the parties hereto, or in the case of a waiver,
        by the party waiving compliance. Any waiver by any party of any condition
        or of
        the breach of any provision, term, covenant, representation or warranty
        contained in the Agreement, in any one or more instances, shall not be deemed
        to
        be nor construed as further or continuing waiver of any such conditions or
        of
        the breach of any other provision, term, covenant, representation or warranty
        of
        this Agreement. 

      


      (e) ENTIRE
        AGREEMENT:
        This
        Agreement contains the entire understanding among the parties hereto with
        respect to the escrow contemplated hereby and supersedes and replaces all
        prior
        and contemporaneous agreements and understandings, oral or written, with
        regard
        to such escrow.

      


      (f) NON-ENDORSEMENT: The
        Company represents and agrees that it has not made nor will it in the future
        make any representation that states or implies that the Escrow Agent has
        endorsed, recommended or guaranteed the purchase, value, or repayment of
        the
        Securities offered for sale by the Company. 

      


      The
        undersigned acknowledges that Great Western Bank is acting only as an escrow
        agent in connection with the offering of the Securities described herein,
        and
        has not endorsed, recommended or guaranteed the purchase, value or repayment
        of
        such Securities.

       

      IN
        WITNESS WHEREOF, the parties hereto have hereunto affixed their signatures
        as of
        the day and year first above written.

      

        
          	
                  The
                    Company

                	 	
                  Escrow
                    Agent

                
	 	 	 	 	 
	 	 	 	 	 
	
                  By:
                    

                	
                  /s/
                    Alan Elefson

                	 	
                  By: 

                	
                  /s/
                    Tom V. VanRobays

                
	 	 	 	 	 
	
                   

                	 	 	 	 
	
                  Its:
                    

                	
                  Treasuer

                	 	
                  Its:
                     

                	
                  Vice
                    President & Trust Officer

                


        

      

       

      
        
          
          

        

        
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