Clewiston, FL, February 23, 2009 — The Board of Directors of United States Sugar Corporation declared the adoption of a Stockholder Rights Plan and a dividend distribution of one “Purchase Right” for each outstanding share of its common stock.

“Basically the Stockholder Rights Plan and Purchase Right distribution are legal tools designed to assure that the Company’s stockholders receive fair and equal treatment in the event of a hostile takeover of the Company,” said Robert Coker, senior vice president, public affairs.

“By hostile, I refer to a bidder who does not negotiate with our Board, who could offer only some of our stockholders a high price to gain control of U.S. Sugar and offer less to the remaining stockholders,” Coker said.

“It is not intended to deter or discourage bona fide offers and proposals that the Board in good faith determines are fair, advisable and in the best interests of all of the Company’s stockholders,” Coker said.

“What happens with the Stockholder Rights Plan in place is that when someone buys 15% of U.S. Sugar’s stock, the Board can trigger an exchange of “rights” for stock, in essence doubling the number of shares held by remaining shareholders. The hostile bidder does not receive the additional shares, and in this example, the 15% would be diluted to approximately 8%,” Coker said.

Coker said that shareholders and employees are being informed of the distribution in a letter accompanied by legal documents outlining the benefit.

“This action does not affect the number of shares or the value of shares a shareholder currently owns. It has no impact unless triggered by a hostile action,” said Coker.

“The whole purpose of the Stockholder Rights Plan is to allow the Board to properly exercise its fiduciary duties as it considers alternative transactions and to protect all stockholders from coercive and discriminatory takeover attempts,” Coker said.

United States Sugar Corporation
Declares Dividend Distribution of Preferred Stock Purchase Rights

On February 19, 2009, the Board of Directors of United States Sugar Corporation (the “Company”) declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding share of its Series A Common Stock and Series B Common Stock (together, the “Common Stock”). The Rights are designed to assure that each of the Company’s stockholders receives fair and equal treatment in the event of any proposed unsolicited takeover of the Company, to guard against other abusive, coercive, manipulative and discriminatory takeover tactics, and to enhance the Board's ability to negotiate with prospective acquirers. It is not intended to deter or discourage bona fide offers and proposals which the Board in good faith determines are fair, advisable and in the best interests of all of the Company’s stockholders.

If the Rights become exercisable, each Right initially would entitle stockholders to purchase one one-thousandth (1/1,000th) of a share of the Company’s newly created Series A Junior Participating Preferred Stock, at an initial exercise price of Three Hundred Nine Dollars and Zero Cents ($309.00) in cash. In general, the Rights would become exercisable if a person or a group became the beneficial owner of 15% or more of the Company’s outstanding Series A Common Stock or announced a tender offer which, if completed, would result in such person or group acquiring 15% or more of the Company’s outstanding Series A Common Stock.

At any time after a person or group becomes the beneficial owner of 15% or more of the outstanding Series A Common Stock — a “triggering event” — the Board could mandate the exchange of each outstanding Right for one share of Series A Common Stock (subject to pro rata adjustment for stock splits, dividends and like events) or other consideration as provided in the rights agreement. Upon the occurrence of a triggering event, all Rights held by the triggering person (and its affiliates and associates) would become void and would not be exercisable or exchangeable. The Board of Directors in general is entitled to redeem the Rights at one cent per Right or to modify or terminate the Rights at any time prior to a triggering event.

The dividend distribution of the Rights will be payable on February 24, 2009 to stockholders of record as of the close of business on February 24, 2009. The Rights will expire in two years, unless the Rights are earlier redeemed by the Company or the Company amends the rights agreement to accelerate the expiration date. The Rights distribution is not taxable to stockholders.

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