UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT: December 22, 2010

GOLDEN GROWERS COOPERATIVE

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On December 22, 2010, Golden Growers Cooperative (the “Cooperative”) entered into an Employment Agreement effective January 1, 2011 with Mark C. Dillon, the Cooperative’s Executive Vice President and Chief Executive Officer (the “Agreement”).  The Agreement is effective until December 31, 2011, and automatically renews thereafter unless terminated by either Mr. Dillon or the Cooperative.  Pursuant to the terms of the Agreement, Mr. Dillon, a member of the Cooperative, will be paid an annual guaranteed partner payment of $186,051.00 plus customary benefits. If the Cooperative terminates Mr. Dillon without cause he is entitled to severance equal to 115% of his then annual guaranteed payment.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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