AMERICAN CRYSTAL SUGAR COMPANY
SUBSCRIPTION AGREEMENT FOR PREFERRED STOCK
NAME AND ADDRESS OF SHAREHOLDER: NUMBER OF SHARES OF PREFERRED STOCK, PAR
________________________________ VALUE $76.77, OWNED OF RECORD BY THE
________________________________ SHAREHOLDER AS OF JULY 31, 1996:________
________________________________
________________________________ NUMBER OF SHARES OF PREFERRED STOCK, PAR
VALUE $76.77, THAT THE SHAREHOLDER IS
ENTITLED TO PURCHASE:___________________
TOTAL PURCHASE PRICE: $_________________
TO BE COMPLETED AND MAILED OR
DELIVERED TO: AMERICAN CRYSTAL SUGAR COMPANY
000 XXXXX XXXXX XXXXXX
XXXXXXXX, XXXXXXXXX 00000
ACCORDING TO THE RECORDS OF AMERICAN CRYSTAL SUGAR COMPANY (THE "COMPANY"),
AS OF JULY 31, 1996, THE MEMBER LISTED ABOVE OWNED ONE (1) SHARE OF THE
COMPANY'S COMMON STOCK AND __________ SHARES OF THE COMPANY'S PREFERRED STOCK,
PAR VALUE $76.77. BASED ON SUCH OWNERSHIP, THE MEMBER LISTED ABOVE HAS THE
RIGHT TO PURCHASE __________ SHARES OF THE COMPANY'S PREFERRED STOCK, BEING PART
OF THE COMPANY'S PUBLIC OFFERING OF A TOTAL OF 21,729 SHARES OF PREFERRED STOCK,
AS DESCRIBED IN THE COMPANY'S OCTOBER, 1996 PROSPECTUS AND ANY SUPPLEMENTS.
THE UNDERSIGNED MEMBER HEREBY SUBSCRIBES FOR AND AGREES TO PURCHASE THAT
NUMBER OF SHARES OF PREFERRED STOCK LISTED ABOVE, AT A PRICE OF $1,500 PER
SHARE, AND DELIVERS HEREWITH A CHECK PAYABLE TO "AMERICAN CRYSTAL SUGAR COMPANY"
IN FULL PAYMENT OF THE TOTAL PURCHASE PRICE STATED ABOVE.
THE UNDERSIGNED MEMBER HEREBY DECLARES AND REPRESENTS THAT (I) THE
UNDERSIGNED CONTINUES TO BE ELIGIBLE FOR MEMBERSHIP IN THE COMPANY AS OF THE
DATE HEREOF, IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF INCORPORATION AND BY-
LAWS, (II) THE UNDERSIGNED MEMBER ACKNOWLEDGES AND AGREES THAT THE PURCHASE OF
THE SHARES OF PREFERRED STOCK WILL OBLIGATE SUCH MEMBER TO PROVIDE SUGARBEETS TO
THE COMPANY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE MEMBER'S
"GROWER'S AGREEMENT(S)" WITH THE COMPANY AND (III) THAT SUCH GROWER'S AGREEMENTS
SHALL BE DEEMED AMENDED TO INCLUDE THE SHARES OF PREFERRED STOCK PURCHASED
HEREBY.
INSTRUCTIONS: IF THE SHAREHOLDERS ARE CO-OWNERS OR JOINT OWNERS, EACH SHOULD
SIGN. IF THE SHAREHOLDER IS A CORPORATION, AN OFFICER SHOULD SIGN AND GIVE HIS
TITLE. IF THE SHAREHOLDER IS A PARTNERSHIP, A PARTNER SHOULD SIGN AND GIVE HIS
TITLE.
DATED:_________________________ ___________________________________
(SIGNATURE) (TITLE)
DATED:________________________ ___________________________________
(SIGNATURE) (TITLE)
THIS SUBSCRIPTION AGREEMENT MUST BE RECEIVED BY THE COMPANY AT ITS CORPORATE
OFFICE, 000 XXXXX XXXXX XXXXXX, XXXXXXXX, XXXXXXXXX 00000, NO LATER THAN
NOVEMBER 22, 1996 AT 5:00 P.M. YOUR CHECK MUST BE RETURNED WITH THIS
SUBSCRIPTION AGREEMENT.
