<PAGE>

                                                                     Exhibit 4.1

                     IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE

In re:
IMPERIAL DISTRIBUTING, INC., IMPERIAL HOLLY
CORPORATION, IMPERIAL-SAVANNAH, L.P.,
IMPERIAL SUGAR COMPANY, IMPERIAL SWEETENER
DISTRIBUTORS, INC., BIOMASS CORPORATION,
CROWN EXPRESS, INC., DIAMOND CRYSTAL BRANDS,
INC., DIAMOND CRYSTAL BRANDS, L.P., DIAMOND
CRYSTAL HOLDINGS, INC., DIAMOND CRYSTAL
SPECIALTY FOODS, INC., DIXIE CRYSTAL
FOODSERVICE, INC., DSLT HOLDING COMPANY, FOOD
CARRIER, INC., FORT BEND UTILITIES COMPANY,
GREAT LAKES SUGAR COMPANY, HOLLY FINANCE
COMPANY, HOLLY NORTHWEST COMPANY, HOLLY SUGAR
CORPORATION, HSC EXPORT CORP., ICUBE, INC.,
KING PACKAGING COMPANY, INC., LIMESTONE
PRODUCTS COMPANY, MENU MAGIC FOODS, INC,
MICHIGAN SUGAR COMPANY, PHOENIX PACKAGING
CORPORATION, RAGUS HOLDINGS, INC., SAVANNAH
FOODS & INDUSTRIES, INC., SAVANNAH FOODS
INDUSTRIAL, INC., SAVANNAH INTERNATIONAL
COMPANY, SAVANNAH INVESTMENT COMPANY,
SAVANNAH MOLASSES & SPECIALTIES COMPANY,
SAVANNAH PACKAGING COMPANY, SAVANNAH SUGAR
REFINING CORPORATION, SAVANNAH TOTAL INVERT
COMPANY, WHOLESOME SWEETENERS GROUP, LTD.,
and WHOLESOME SWEETENERS L.L.C.,


                                                  Chapter 11 Case Nos.
                                                  01-00140 through 01-
                                                  00176 (SLR) (Jointly
                                                  Administered)

Debtors.

       DEBTORS' SECOND AMENDED AND RESTATED JOINT PLAN OF REORGANIZATION

<TABLE>
<S>                                              <C>
YOUNG CONAWAY STARGATT & TAYLOR, LLP             BAKER BOTTS L.L.P.
James L. Patton Jr.                              Jack L. Kinzie
Brendan Linehan Shannon                          Brenda T. Rhoades
Eleventh Floor, Wilmington Trust Center          2001 Ross Avenue
1100 North Market Street                         Dallas, Texas 75201-2980
P.O. Box 391                                     Telephone: 214.953.6500
Wilmington, Delaware 19899-0391                  Facsimile: 214.953.6503
Telephone: 302.571.6600                          Email: jack.kinzie@bakerbotts.com
Facsimile: 302.571.1253                          brenda.rhoades@bakerbotts.com
Email:jpatton@ycst. com
bshannon@ycst.com
                                                 BAKER BOTTS L.L.P.
                                                 Tony M. Davis
                                                 One Shell Plaza
                                                 910 Louisiana
                                                 Houston, Texas 77002-4995
                                                 Telephone: 713.229.1234
                                                 Facsimile: 713.229.1522
                                                 Email: tony.davis@bakerbotts.com
                                                 COUNSEL FOR THE DEBTORS
</TABLE>
Dated: June 5, 2001

                                      A-1
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----
 <C>        <S>                                                                      <C>
 ARTICLE 1  DEFINITIONS AND RULES OF CONSTRUCTION.................................    A-5
 ARTICLE 2  TREATMENT OF ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS............   A-16
            2.1   Administrative Claims...........................................   A-16
            2.2   Priority Tax Claims.............................................   A-17
 ARTICLE 3  CLASSIFICATION OF CLAIMS AND INTERESTS................................   A-17
            3.1   Generally.......................................................   A-17
            3.2   Unclassified Claims.............................................   A-17
            3.3   Classes.........................................................   A-17
 ARTICLE 4  TREATMENT OF CLAIMS AND INTERESTS.....................................   A-18
            4.1   Unclassified Claims.............................................   A-18
            4.2   Classes of Claims and Interests.................................   A-18
 ARTICLE 5  TREATMENT OF EXECUTORY CONTRACTS, AND UNEXPIRED LEASES................   A-21
            5.1   Assumption and Rejection of Unexpired Leases and Executory
                     Contracts....................................................   A-21
            5.2   Continuation of Employee Compensation and Benefit Programs......   A-21
            5.3   Rejection Damages Claims........................................   A-21
            5.4   Assumption Claims...............................................   A-21
 ARTICLE 6  ACCEPTANCE OR REJECTION OF THE PLAN...................................   A-22
            6.1   Each Impaired Class Entitled to Vote Separately.................   A-22
            6.2   Acceptance By Impaired Classes of Claims........................   A-22
            6.3   Acceptance By Impaired Class of Interests.......................   A-22
            6.4   Presumed Acceptance of Plan.....................................   A-22
 ARTICLE 7  CONDITIONS TO CONFIRMATION AND EFFECTIVENESS; REQUIRED NOTICES........   A-22
            7.1   Conditions to Confirmation......................................   A-22
            7.2   Conditions to Effectiveness.....................................   A-22
            7.3   Notice to Bankruptcy Court......................................   A-23
 ARTICLE 8  DESCRIPTION OF SECURITIES ISSUED UNDER PLAN...........................   A-23
            8.1   New Common Stock................................................   A-23
            8.2   Reorganized Imperial Warrants...................................   A-23
            8.3   Management Options..............................................   A-24
            8.4   Registration and Listing........................................   A-24
            8.5   Registration Rights for Certain Holders of New Common Stock.....   A-24
 ARTICLE 9  MEANS FOR IMPLEMENTATION OF THE PLAN..................................   A-25
            9.1   Substantive Consolidation.......................................   A-25
            9.2   Revesting of Assets.............................................   A-25
            9.3   Amended Articles of Incorporation and Amended Bylaws of
                     Reorganized Imperial.........................................   A-25
            9.4   Initial Directors of Reorganized Imperial.......................   A-25
            9.5   Management of Reorganized Imperial and the Reorganized Debtors..   A-25
            9.6   Withholding of Taxes............................................   A-25
            9.7   Cancellation of Existing Common Stock...........................   A-25
            9.8   Authority to Prosecute or Settle Avoidance Litigation...........   A-25
            9.9   Unclaimed Property..............................................   A-26
            9.10  Plan Distributions..............................................   A-26
            9.11  Further Authorizations..........................................   A-26
            9.12  Transfer Taxes..................................................   A-26
            9.13  Payment of United States Trustee's Fees.........................   A-26
            9.14  Recordable Order................................................   A-26
</TABLE>

                                      A-2
<PAGE>

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
 <C>        <S>                                                                    <C>
            9.15   Effectuating Documents and Further Transactions.............    A-26
            9.16   Corporate Action............................................    A-26
            9.17   Dissolution of Committees...................................    A-27
            9.18   Discharge of Indenture Trustee..............................    A-27
            9.19   Payment of Indenture Trustee's Fees.........................    A-27
            9.20   Payment of IDB Indenture Trustees' Fees.....................    A-27
            9.21   Survival of Indemnification Obligations.....................    A-27
            9.22   Performance of Postpetition Beet Grower Obligations.........    A-27
            9.23   Limited Waiver and Release of Liens by Bank Group...........    A-27
 ARTICLE 10 INJUNCTIONS, RELEASES AND DISCHARGE................................    A-27
            10.1   Discharge and Release.......................................    A-27
            10.2   Discharge Injunction........................................    A-28
            10.3   Discharge of Disallowed Claims and Disallowed Interests.....    A-28
            10.4   Releases of Corporate Officers..............................    A-28
            10.5   Exoneration and Reliance....................................    A-28
 ARTICLE 11 MATTERS INCIDENT TO PLAN CONFIRMATION..............................    A-29
            11.1   Term of Certain Injunctions and Automatic Stay..............    A-29
            11.2   No Liability for Tax Claims.................................    A-29
            11.3   Compliance with Tax Requirements............................    A-29
 ARTICLE 12 RESOLUTION OF DISPUTED CLAIMS......................................    A-29
            12.1   Disputed Claims and Determination of Disputed Claims........    A-29
 ARTICLE 13 RETENTION OF JURISDICTION..........................................    A-31
            13.1   Jurisdiction................................................    A-31
            13.2   General Retention...........................................    A-31
            13.3   Specific Purposes...........................................    A-31
            13.4   Failure of Bankruptcy Court to Exercise Jurisdiction........    A-32
 ARTICLE 14 MISCELLANEOUS......................................................    A-32
            14.1   Revocation of Plan..........................................    A-32
            14.2   Modification of Plan........................................    A-32
            14.3   Modification of Payment Terms...............................    A-32
            14.4   Section 1145 Exemption......................................    A-32
            14.5   Section 1146 Exemption......................................    A-32
            14.6   Entire Agreement............................................    A-32
            14.7   Severability................................................    A-33
            14.8   Rules of Construction.......................................    A-33
            14.9   Successors and Assigns......................................    A-33
            14.10  Headings....................................................    A-33
            14.11  Administrative Claims Bar Date..............................    A-33
            14.12  Governing Law...............................................    A-33
            14.13  Consent to Jurisdiction.....................................    A-33
            14.14  Setoffs.....................................................    A-33
            14.15  Non-Debtor Waiver of Rights.................................    A-33
            14.16  Professional Fees...........................................    A-33
            14.17  PIK Obligations.............................................    A-33
            14.18  Filing of Additional Documents..............................    A-34
            14.19  Notices.....................................................    A-34
</TABLE>

                                      A-3
<PAGE>

EXHIBITS

Annex 1  Term Sheet for Amended Senior Credit Agreement

Annex 2  Reorganized Imperial Long-Term Incentive Plan

Annex 3  Amended and Restated Certificate of Incorporation of Reorganized
Imperial

Annex 4  Amended and Restated Bylaws of Reorganized Imperial

Annex 5  Form of Non-Participating Lender Note

Annex 6  Form of Warrant Agreement


                                      A-4
<PAGE>

                     DEBTORS' SECOND AMENDED AND RESTATED

                         JOINT PLAN OF REORGANIZATION

  This Second Amended and Restated Joint Plan of Reorganization is proposed by
Imperial Distributing, Inc., Imperial Holly Corporation, Imperial-Savannah
L.P., Imperial Sugar Company, Imperial Sweetener Distributors, Inc., Biomass
Corporation, Crown Express, Inc., Diamond Crystal Brands, Inc., Diamond
Crystal Brands, L.P., Diamond Crystal Holdings, Inc., Diamond Crystal
Specialty Foods, Inc., Dixie Crystal FoodService, Inc., DSLT Holding Company,
Food Carrier, Inc., Fort Bend Utilities Company, Great Lakes Sugar Company,
Holly Finance Company, Holly Northwest Company, Holly Sugar Corporation, HSC
Export Corp., ICUBE, Inc., King Packaging Company, Inc., Limestone Products
Company, Menu Magic Foods, Inc., Michigan Sugar Company, Phoenix Packaging
Corporation, Ragus Holdings, Inc., Savannah Foods & Industries, Inc., Savannah
Foods Industrial, Inc., Savannah International Company, Savannah Investment
Company, Savannah Molasses & Specialties Company, Savannah Packaging Company,
Savannah Sugar Refining Corporation, Savannah Total Invert Company, Wholesome
Sweeteners Group, Ltd., and Wholesome Sweeteners L.L.C. for reorganization of
their financial affairs pursuant to chapter 11 of the Bankruptcy Code. ALL
HOLDERS OF CLAIMS AND INTERESTS ARE URGED TO READ WITH CARE THIS PLAN AND THE
ACCOMPANYING DISCLOSURE STATEMENT IN EVALUATING HOW THIS PLAN WILL AFFECT
THEIR CLAIMS AND/OR INTERESTS.

                                   ARTICLE 1

                     Definitions and Rules of Construction

  Unless the context requires otherwise, the following terms shall have the
meanings below when used with the initial letter capitalized. Such meanings
shall be equally applicable to both the singular and plural forms of such
terms. Any term used in capitalized form that is not defined herein but that
is defined in the Bankruptcy Code or the Bankruptcy Rules shall have the
meaning ascribed to such term by the Bankruptcy Code or the Bankruptcy Rules
(with the Bankruptcy Code controlling in the case of a conflict or ambiguity).
The rules of construction set forth in section 102 of the Bankruptcy Code
shall apply in construction of the Plan Documents.

  1.1 "Ad Hoc Bondholder Committee" means the Ad Hoc Committee of Bondholders
formed prior to the Petition Date as described more fully in the Disclosure
Statement.

  1.2 "Ad Hoc SERP/DC Committee" means the informal committee of eighty-six
holders of Inactive Non-Qualified Benefits Claims who have appeared and
participated in these cases through counsel James L. Paul of Chamberlain,
Hrdlicka, White, Williams & Martin and Neil B. Glassman of The Bayard Firm.

  1.3 "Administrative Claim" means any claim for the payment of an
Administrative Expense.

  1.4 "Administrative Claims Bar Date" means that date established pursuant to
Article 14.11 of the Plan, as may be extended from time to time by order of
the Bankruptcy Court, as the deadline for filing Administrative Claims.

  1.5 "Administrative Expense" means (a) any cost or expense of administration
under section 503(b) of the Bankruptcy Code including, but not limited to (1)
any actual and necessary postpetition cost or expense of preserving the Estate
or operating the business of the Debtors, including, without limitation, any
Postpetition Beet Grower Obligations to the extent not previously paid by the
Debtors, (2) any payment required to be made under the Plan to cure a default
on an assumed executory contract or unexpired lease, (3) any prepetition
obligation authorized by the Bankruptcy Court and agreed by the Debtors to be
paid by the Debtors in the ordinary course, but not yet due and payable
according to its terms, including Deemed Allowed Prepetition Beet Grower
Claims (except to the extent such holder has agreed to other lesser
treatment), (4) any postpetition cost, indebtedness, or contractual obligation
duly and validly incurred or assumed by the Debtors in the ordinary

                                      A-5
<PAGE>

course of business, and (5) compensation or reimbursement of expenses of
professionals to the extent allowed by the Bankruptcy Court under sections
330(a) or 331 of the Bankruptcy Code, (b) any fee or charge assessed against
an Estate under 28 U.S.C. (S) 1930, and (c) any Claim allowed pursuant to 11
U.S.C. (S) 503, including the Deemed Allowed Ad Hoc SERP/DC Committee
Administrative Claim and the Deemed Allowed Ad Hoc Bondholder Committee
Administrative Claim.

  1.6 "Affiliate" shall have the meaning ascribed to such term in section
101(2) of the Bankruptcy Code.

  1.7 "Agent" means Harris Trust & Savings Bank or its successor as
administrative agent and/or collateral agent under the Senior Credit
Agreement.

  1.8 "Allowed" means, with respect to any Claim (other than a Disputed Claim)
or Interest, (a) any Claim or Interest, proof of which was timely filed with
the Bankruptcy Court or its duly appointed claims agent, or, by order of the
Bankruptcy Court, was not required to be filed, or (b) any Claim or Interest
that has been, or hereafter is, listed in the Schedules as liquidated in
amount and not disputed or contingent, and, in (a) and (b) above, as to which
either (1) no objection to the allowance thereof has been filed within the
applicable period of limitation fixed by the Plan, the Bankruptcy Code, the
Bankruptcy Rules, or the Bankruptcy Court or (2) the Claim or Interest has
been allowed by a Final Order (but only to the extent so allowed).

  1.9 "Allowed Amount" means the amount at which a Claim is Allowed.

  1.10 "Allowed Inactive Non-Qualified Benefits Claim" means the actuarial
present value of the projected benefit obligations due under the agreements
giving rise to an Inactive Non-Qualified Benefits Claim, calculated using a
six percent (6%) discount rate, such claim to include such additional amount
as may be Allowed by order of the Bankruptcy Court for pre-petition fees and
costs permitted under applicable agreement, if any.

  1.11 "Amended Senior Credit Agreement" means the Amended and Restated Credit
Agreement and related loan documents to be executed on the Effective Date
among the Reorganized Debtors, Tranche A Term Lenders, Tranche B Term Lenders
and Participating Lenders, whose substance shall conform in substantial part
to the terms and conditions set forth in the Term Sheet attached as Annex 1 to
the Plan.

  1.12 "Ballot" means the ballot distributed to holders of Claims or Interests
entitled to vote on the Plan.

  1.13 "Bank Group" means the lenders and their successors and assigns under
the Senior Credit Agreement.

  1.14 "Bank Group Claim" means the Deemed Allowed Bank Group Claim or any
portion of such Claim attributable to loans, advances, and financial
accommodations provided by a member of the Bank Group under the Senior Credit
Agreement.

  1.15 "Bankruptcy Code" means title 11 of the United States Code, 11 U.S.C.
(S)(S) 101, et seq., as in effect on the Petition Date, together with all
amendments and modifications thereto as subsequently made applicable to the
Reorganization Cases.

  1.16 "Bankruptcy Court" means the United States District Court for the
District of Delaware or any unit thereof assigned to the Reorganization Cases.

  1.17 "Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure and
the local rules of the Bankruptcy Court, as in effect on the Petition Date,
together with all amendments and modifications thereto which are subsequently
made applicable to the Reorganization Cases.

  1.18 "Bar Date" means April 23, 2001, unless extended by the Bankruptcy
Court.

  1.19 "Biomass" means Biomass Corporation, a Delaware corporation.

                                      A-6
<PAGE>

  1.20 "Bondholder Claim" means the Allowed Unsecured Claim of a holder of
Imperial Senior Subordinated Notes.

  1.21 "Business Day" means any day other than a Saturday, Sunday, or legal
holiday (as such term is defined in Bankruptcy Rule 9006(a)).

  1.22 "Cash" means lawful currency of the United States of America and its
equivalents.

  1.23 "Claim" shall have the meaning ascribed to such term in section 101(5)
of the Bankruptcy Code.

  1.24 "Claims Agent" means J.A. Compton & Company, P.C., the Debtors' court-
approved agent for receiving and processing proofs of claim and proofs of
interest in the Reorganization Cases.

  1.25 "Class" means a category of Claims or Interests, as classified in
Article 3 of the Plan.

  1.26 "Class 5A/5B New Common Stock" means the 9,800,000 shares of New Common
Stock (equivalent to 79.4% of the shares of Reorganized Imperial on a fully-
diluted basis after exercise of Class 9 Warrants and Management Options) which
are to be issued by Reorganized Imperial and distributed on a Pro Rata basis
to the Holders of Allowed Unsecured Claims treated under Class 5A of the Plan
and holders of Inactive Non-Qualified Benefits Claims treated under Class 5B
of the Plan, other than those holders of Claims in Class 5A and Class 5B who
make an election on their Ballots to receive other treatment in lieu of New
Common Stock.

  1.27 "Class 9 New Common Stock" means the 200,000 shares of New Common Stock
(equivalent to 1.6% of the shares of Reorganized Imperial on a fully-diluted
basis after exercise of Class 9 Warrants and Management Options) which,
subject to the terms of the Plan and requirements of the Bankruptcy Code, are
to be issued by Reorganized Imperial and distributed on a Pro Rata basis to
the holders of Class 9 Interests pursuant to the Plan.

  1.28 "Class 9 Warrants" means those Reorganized Imperial Warrants
representing the right to purchase 1,111,111 shares of New Common Stock
(equivalent to 9% of the shares of Reorganized Imperial on a fully-diluted
basis after exercise of the Management Options) which, subject to the terms of
the Plan and requirements of the Bankruptcy Code, are to be issued to holders
of Class 9 Interests pursuant to the Plan.

  1.29 "Confirmation" or "Confirmation of the Plan" means the approval of the
Plan by the Bankruptcy Court at the Confirmation Hearing.

  1.30 "Confirmation Date" means the date on which the Confirmation Order is
entered on the docket of the Bankruptcy Court.

  1.31 "Confirmation Hearing" means the hearing(s) which will be held before
the Bankruptcy Court in which the Debtors will seek Confirmation of the Plan.

  1.32 "Confirmation Order" means the order of the Bankruptcy Court confirming
the Plan.

  1.33 "Convenience Claim" means any Allowed Unsecured Claim, excluding
Bondholder Claims and Inactive Non-Qualified Benefits Claims, otherwise
entitled to treatment under Class 5A of the Plan, which is $5,000 or less when
aggregated with the other Unsecured Claims of such holder, or, in the
alternative, is reduced by election of such holder on such holder's Ballot,
together with all other Unsecured Claims of such holder as of the Petition
Date, to an aggregate Unsecured Claim of $5,000.

  1.34 "Corporate Documents" means the constituent documents of any Debtor or
Reorganized Debtor, including, but not limited to, articles of incorporation,
bylaws, or partnership agreements.

  1.35 "Creditors Committee" means the Official Committee of Unsecured
Creditors appointed by the United States Trustee in the Reorganization Cases.

                                      A-7
<PAGE>

  1.36 "Crown Express" means Crown Express, Inc., a Texas corporation.

  1.37 "Debtors" means Imperial, Imperial Distributing, Imperial Holly,
Imperial-Savannah, Imperial Sweetener, Biomass, Crown Express, Diamond
Crystal, Diamond Crystal Brands, Diamond Crystal Brands, L.P., Diamond Crystal
Holdings, Dixie, DSLT, FCI, Fort Bend, Great Lakes, Holly, Holly Finance,
Holly Northwest, HSC, ICUBE, King, Limestone, Menu Magic, Michigan Sugar,
Phoenix, Ragus, Savannah Foods, Savannah Industrial, Savannah International,
Savannah Investment, Savannah Molasses, Savannah Packaging, Savannah Sugar,
Savannah Total Invert, Wholesome Sweeteners, and Wholesome Sweeteners Group or
any one or more of them.

  1.38 "Debtors-in-Possession" means Imperial, Imperial Distributing, Imperial
Holly, Imperial-Savannah, Imperial Sweetener, Biomass, Crown Express, Diamond
Crystal, Diamond Crystal Brands, Diamond Crystal Brands, L.P., Diamond Crystal
Holdings, Dixie, DSLT, FCI, Fort Bend, Great Lakes, Holly, Holly Finance,
Holly Northwest, HSC, ICUBE, King, Limestone, Menu Magic, Michigan Sugar,
Phoenix, Ragus, Savannah Foods, Savannah Industrial, Savannah International,
Savannah Investment, Savannah Molasses, Savannah Packaging, Savannah Sugar,
Savannah Total Invert, Wholesome Sweeteners, and Wholesome Sweeteners Group or
any one or more of them.

  1.39 "Deemed Allowed Ad Hoc Bondholder Committee Administrative Claim" means
the Administrative Claim of the Ad Hoc Bondholder Committee under 11 U.S.C.
(S) 503(b)(3)(D) for reimbursement of reasonable attorneys fees and expenses
incurred in connection with the substantial contribution provided by such
committee during the Reorganization Cases, which shall be deemed allowed in
the amount provided in the Confirmation Order and satisfied from retainer
funds being held by Skadden, Arps, Slate, Meagher & Flom (Illinois).

  1.40 "Deemed Allowed Ad Hoc SERP/DC Committee Administrative Claim" means
the Administrative Claim of the Ad Hoc SERP/DC Committee under 11 U.S.C.
(S) 503(b)(3)(D) for reimbursement of reasonable fees and expenses (including
reasonable attorneys fees and expenses) incurred in connection with the
substantial contribution provided by such committee in the negotiation of the
treatment of Inactive Non-Qualified Benefits Claims under Class 5B of the
Plan, which Administrative Claim shall be deemed allowed upon Confirmation of
the Plan (i) in the amount of $195,985.47 (representing fees and expenses of
$169,243.30 incurred by Chamberlain, Hrdlicka, White, Williams and Martin
through April 15, 2001 and fees and expenses of $26,742.17 incurred by the
Bayard Firm through February 28, 2001 and (ii) in such further amount as
included in the Confirmation Order or otherwise Allowed for services prior to
the Effective Date.

  1.41 "Deemed Allowed Bank Group Claim" shall mean the aggregate of Claims of
Tranche A Term Lenders, Tranche B Term Lenders, and lenders under the
Revolving Credit Facility which shall be deemed Allowed for purposes of the
Plan in the total aggregate amount, as of the Petition Date, of $303 million
and fully secured by valid, perfected and fully enforceable Liens in the
collateral provided for under the Senior Credit Agreement.

  1.42 "Deemed Allowed Prepetition Beet Grower Claim" shall mean the
prepetition contractual claim of a grower of sugar beets who has contracted
with the Debtors or, in Michigan, with Michigan Beet Growers, Inc. to grow
sugar beets for the year 2001 to the extent such Claim remains unpaid as of
the Effective Date, which shall be deemed allowed as an Administrative Claim
upon entry of the Confirmation Order without the need for amendments to proofs
of claim or separate request or application for allowance.

  1.43 "Deferred Compensation Claim" means an Unsecured Claim arising under a
Deferred Compensation Plan.

  1.44 "Deferred Compensation Plans" means the voluntary retirement benefit
arrangements with selected employees and/or directors and former employees
and/or directors of the Debtors pursuant to which such employees or directors
deferred part of their compensation for services rendered until attainment of
retirement age or actual retirement or separation from the company.

                                      A-8
<PAGE>

  1.45 "Diamond Crystal" means Diamond Crystal Specialty Foods, Inc., a
Michigan corporation.

  1.46 "Diamond Crystal Brands" means Diamond Crystal Brands, Inc., a Delaware
corporation.

  1.47 "Diamond Crystal Brands, L.P." means Diamond Crystal Brands, L.P., a
Delaware limited partnership.

  1.48 "Diamond Crystal Holdings" means Diamond Crystal Holdings, Inc., a
Delaware corporation.

  1.49 "DIP Agent" means Harris Trust & Savings Bank or its successor as
administrative agent and/or collateral agent under the DIP Facility.

  1.50 "DIP Facility" means the debtor-in-possession financing facility
between the Debtors and certain lenders approved by the Bankruptcy Court as
part of the Reorganization Cases.

  1.51 "DIP Lender" means a lender under the DIP Facility.

  1.52 "Disallowed Claim" means a Claim which shall have been disallowed by
Final Order.

  1.53 "Disallowed Interest" means an Interest which shall have been
disallowed by Final Order.

  1.54 "Disbursing Agent" means Reorganized Imperial or, as the case may be,
any Entity or Person designated by the Debtors to make distributions required
under the Plan; provided, however, that the Indenture Trustee shall serve as
Disbursing Agent for holders of Bondholder Claims.

  1.55 "Discharge Injunction" means the injunction described in Article 10.2
of the Plan.

  1.56 "Disclosure Statement" means the Amended and Restated Disclosure
Statement in Support of Debtors' Second Amended and Restated Joint Plan of
Reorganization dated June 5, 2001, including all exhibits, appendices,
schedules, and annexes attached thereto, as submitted by the Debtors pursuant
to section 1125 of the Bankruptcy Code and approved by the Bankruptcy Court,
as such Disclosure Statement may be amended, supplemented, or modified from
time to time.

  1.57 "Disputed Claim" means any Claim that has not been Allowed by a Final
Order as to which (a) a Proof of Claim has been filed with the Bankruptcy
Court or its duly appointed claims agent, or is deemed filed under applicable
law or order of the Bankruptcy Court, and (b) an objection has been or may be
timely filed or deemed filed under applicable law and any such objection has
not been (1) withdrawn, (2) overruled or denied by a Final Order, or (3)
granted by a Final Order. For purposes of the Plan, a Claim that has not been
Allowed by a Final Order shall be considered a Disputed Claim, whether or not
an objection has been or may be timely filed, if (A) the amount of the Claim
specified in the Proof of Claim exceeds the amount of any corresponding Claim
scheduled in the Schedules, (B) the classification of the Claim specified in
the Proof of Claim differs from the classification of any corresponding Claim
scheduled in the Schedules, (C) any corresponding Claim has been scheduled in
the Schedules as disputed, contingent or unliquidated, (D) no corresponding
Claim has been scheduled in the Schedules, or (E) such Claim is reflected as
unliquidated or contingent in the Proof of Claim filed in respect thereof.

  1.58 "Distribution Date" means, when used with respect to an Allowed Claim,
the date which is as soon as reasonably practicable after the later of: (a)
the Effective Date, (b) the date on which such Claim is due and owing in
accordance with its terms, or (c) the first Business Day of the next calendar
quarter after the date upon which the Claim becomes Allowed, unless the Claim
becomes Allowed within fifteen (15) Business Days before the first Business
Day of the next calendar quarter, in which case the Distribution Date shall be
the first Business Day of the next succeeding calendar quarter; provided,
however, that the Reorganized Debtors shall have the authority, in their sole
discretion, to make earlier distributions if deemed appropriate by them.

  1.59 "Distribution Record Date" means the date specified in Bankruptcy Rule
3021 unless an alternative date is set by the Bankruptcy Court, upon
appropriate notice, for determining the holders of Imperial Senior
Subordinated Notes and Existing Common Stock entitled to receive distributions
under the Plan.

  1.60 "District Court" means the United States District Court for the
District of Delaware, or the unit thereof having jurisdiction over the matter
in question.

                                      A-9
<PAGE>

  1.61 "Dixie" means Dixie Crystal FoodService, Inc., a Delaware corporation.

  1.62 "DSLT" means DSLT Holding Company, a Delaware corporation.

  1.63 "Effective Date" means, and shall occur on, the first Business Day
immediately following the first day upon which all of the conditions to
occurrence of the Effective Date contained in Article 7.2 of the Plan have
been satisfied or waived.

  1.64 "Entity" means any corporation, general or limited liability
partnership, joint venture, governmental agency or body, or unincorporated
group or body.

  1.65 "Equity Committee" means the Official Committee of Equity Holders
appointed by the United States Trustee in the Reorganization Cases, as
reconstituted from time to time.

  1.66 "ERISA" means the Employee Retirement Insurance and Security Act of
1974, as amended.

  1.67 "Estates" means the estates created for the Debtors by section 541 of
the Bankruptcy Code upon the commencement of the Reorganization Cases.

  1.68 "Existing Common Stock" means the issued and outstanding common stock
of Imperial as of the Petition Date and all warrants, options or other rights
to purchase or subscribe to equity securities of Imperial, including those
rights to purchase preferred stock under the Rights Agreement dated as of
September 14, 1989 between Imperial and The Bank of New York, as rights agent,
as amended, to the extent such warrants, options or other rights were
exercised prior to the Confirmation Date.

  1.69 "Exonerated Parties" means the Debtors, Reorganized Debtors, Creditors
Committee, Indenture Trustee, Ad Hoc Bondholder Committee, Harris Trust &
Savings Bank, the Bank Group (excluding Non-Participating Lenders), the Agent,
the DIP Lenders, the DIP Agent, Disbursing Agent, and Ad Hoc SERP/DC Committee
as well as each of their respective stockholders, directors, officers, agents,
employees, members, attorneys, accountants, financial advisors, and
representatives, or anyone or more of the foregoing.

  1.70 "FCI" means Food Carrier, Inc., a Georgia corporation.

  1.71 "Final Order" means (1) an order of the Bankruptcy Court as to which
the time to appeal, petition for writ of certiorari, or move for reargument or
rehearing has expired and as to which no appeal, petition for writ of
certiorari, or other proceedings for reargument or rehearing shall then be
pending or, (2) in the event that an appeal, writ of certiorari, reargument,
or rehearing thereof has been sought, such order of the Bankruptcy Court that
shall have been affirmed by the highest court to which such order was
appealed, or such writ of certiorari shall have been denied or from which
reargument or rehearing was sought and the time to take any further appeal, to
petition for writ of certiorari or to move for reargument or rehearing shall
have expired; provided, however, that no order shall fail to be a Final Order
solely because of the possibility that a motion pursuant to Rule 60 of the
Federal Rules of Civil Procedure may be filed with respect to such order.

  1.72 "Fort Bend" means Fort Bend Utilities Company, a Texas corporation.

  1.73 "Governmental Unit" means a governmental unit within the meaning of
section 101(27) of the Bankruptcy Code.

  1.74 "Great Lakes" means Great Lakes Sugar Company, an Ohio corporation.

  1.75 "Guaranty Obligations" means guaranty obligations of the Debtors under
the Senior Credit Agreement.

  1.76 "Holly" means Holly Sugar Corporation, a New York corporation.

  1.77 "Holly Finance" means Holly Finance Company, a Delaware corporation.

  1.78 "Holly Northwest" means Holly Northwest Company, a Nevada corporation.

                                     A-10
<PAGE>

  1.79 "HSC" means HSC Export Corp., a United States Virgin Islands
corporation.

  1.80 "ICUBE" means ICUBE, Inc., a Delaware corporation.

  1.81 "IDB Claim" means a claim arising from an IDB Obligation.

  1.82 "IDB Indenture Trustee" means an indenture trustee for holders of IDB
Obligations of the Debtors.

  1.83 "IDB Obligation" means an obligation of the Debtors arising from the
issuance of industrial development bonds, including any guaranty obligations.

  1.84 "Imperial" means Imperial Sugar Company, a Texas corporation.

  1.85 "Imperial Distributing" means Imperial Distributing, Inc., a Delaware
corporation.

  1.86 "Imperial Holly" means Imperial Holly Corporation, a Texas corporation.

  1.87 "Imperial Retirement Plan" means the tax qualified benefit plan in
force on the Petition Date covering non-union employees of Imperial and
certain subsidiaries, exclusive of non-union employees of Savannah and its
subsidiaries.

  1.88 "Imperial-Savannah" means Imperial-Savannah, L.P., a Delaware limited
partnership.

  1.89 "Imperial Senior Subordinated Notes" means the 9 3/4% Senior
Subordinated Notes due 2007 issued pursuant to the trust indenture dated as of
December 22, 1997 between Imperial and certain subsidiaries, on the one hand,
and The Bank of New York, as Indenture Trustee, on the other hand, as amended
by that Supplemental Indenture dated as of September 30, 1998 between
Imperial, certain subsidiaries, and The Bank of New York as Indenture Trustee
and that Resignation, Appointment and Acceptance Agreement, dated November 2,
2000, between Imperial, the Bank of New York, as resigning trustee, and the
United States Trust Company of New York, as successor trustee.

  1.90 "Imperial Stock Plan" means the Imperial Sugar Company Stock Incentive
Plan as amended and restated effective May 1, 1997.

  1.91 "Imperial Sweetener" means Imperial Sweetener Distributors, Inc., a
Texas corporation.

  1.92 "Inactive Non-Qualified Benefits Claim" means a Deferred Compensation
Claim or SERP Claim of a Person or, if applicable, the heir to such Person,
whose employment by, or service as a director of, a Debtor terminated prior to
the Confirmation Date.

  1.93 "Inactive Non-Qualified Benefits Convenience Claim" means an Inactive
Non-Qualified Benefits Claim that aggregated with all other Inactive Non-
Qualified Benefits Claims of such holder provides for payments of less than
$3,000 per month or, if the aggregate of all Inactive Non-Qualified Benefits
Claims of a holder provide for payments of more than $3,000 per month, all
Inactive Non-Qualified Benefits Claims for which the holder of such Claims has
irrevocably reduced to total payments of $3,000 per month by appropriate
election on such holder's Ballot; provided, however, that no such election
will be effective unless such election applies to all Inactive Non-Qualified
Benefits Claims of such holder.

  1.94 "Inactive SERP/DC Note" means the note to be issued by Reorganized
Imperial and Reorganized Savannah on the later of (a) the Effective Date, or
(b) as soon as practicable after such Claim is Allowed by the Bankruptcy
Court, to holders of Inactive Non-Qualified Benefits Claims electing to
receive Cash payments under Class 5B of the Plan and providing for payment of
an amount equal to sixty percent (60%) of the Allowed Inactive Non-Qualified
Benefits Claim of such holder, less payments received on the Distribution
Date, through

                                     A-11
<PAGE>

equal quarterly installments, without interest, commencing on the first
Business Day that is six (6) months from the Effective Date and ending on the
sixth (6th) anniversary of the Confirmation Date, or the first Business Day
thereafter, provided, however, that in the event that (a) the Debtors file
cases under chapter 7 of the Bankruptcy Code, or the Reorganization Cases are
converted to cases under chapter 7 of the Bankruptcy Code, or (c) the
Reorganized Debtors default on their obligations under the Plan to the holder
of such Inactive SERP/DC Note and the holder of such note obtains a judgment
in a court of competent jurisdiction to enforce its right to recover from the
Reorganized Debtors, the amount of which the holder of such note shall be
entitled to recover shall be the full amount of such holder's Allowed Inactive
Non-Qualified Benefits Claim less a credit for payments received under the
Plan, calculated as a credit of $1.6667 for each $1.00 paid under the Plan.

  1.95 "Indenture Trustee" means the United States Trust Company of New York
in its capacity as indenture trustee for the holders of Imperial Senior
Subordinated Notes.

  1.96 "Initial Management" means the officers and key management employees of
the Reorganized Debtors as exists immediately upon occurrence of the Effective
Date.

  1.97 "Injunction" means any of the injunctions granted under the terms of
Article 10 of the Plan and any injunction contained in the Confirmation Order.

  1.98 "Intercompany Claims" means claims by and between any of the Debtors or
between a Debtor and a Non-Debtor Affiliate.

  1.99 "Interest" means a share of Existing Common Stock and any equity
interest within the meaning of section 101(16) of the Bankruptcy Code
representing the right to purchase or acquire a share of Existing Common
Stock.

  1.100 "King" means King Packaging Company, Inc., a Delaware corporation.

  1.101 "Lien" means, with respect to any asset or property, any mortgage,
lien, pledge, charge, security interest, encumbrance or other security device
of any kind pertaining to or affecting such asset or property.

  1.102 "Limestone" means Limestone Products Company, Inc., a Delaware
corporation.

  1.103 "Management Options" means options authorized to be granted by the
compensation committee of the board of directors of Reorganized Imperial (or
such other committee designated by the board of directors to administer the
Reorganized Imperial Long-Term Incentive Plan), in its discretion, to
management of the Reorganized Debtors pursuant to the Reorganized Imperial
Long-Term Incentive Plan, conveying the right to purchase an aggregate of
1,234,568 shares of the New Common Stock of Reorganized Imperial (representing
10% of the shares of Reorganized Imperial on a fully-diluted basis assuming
exercise of Class 9 Warrants).

  1.104 "Management Retention Plan" means the retention and incentive plan for
executives and certain key employees established by the Debtors and approved
by the Bankruptcy Court on February 23, 2001.

  1.105 "Menu Magic" means Menu Magic Foods, Inc., an Iowa corporation.

  1.106 "Michigan IDBs" means industrial development bonds relating to
Michigan Sugar facilities in Sebewaing, Croswell, Carrollton, and Caro,
Michigan.

  1.107 "Michigan IDB Documents" means the loan agreements, trust indentures,
guaranties, and all other instruments executed in connection with the issuance
of industrial development bonds related to Michigan Sugar.

  1.108 "Michigan Sugar" means Michigan Sugar Company, a Michigan corporation.

  1.109 "Necessary Vendor Claim" means any Unsecured Claim arising from or
with respect to the sale and delivery of essential goods or the rendition of
essential services to any of the Debtors prior to the Petition Date by a
creditor (a) who is designated as a necessary vendor by the Debtors in an
exercise of their business judgment

                                     A-12
<PAGE>

and (b) who agrees in writing to continue to supply goods and render services
to the Reorganized Debtors after the Effective Date on terms and conditions
satisfactory to the Reorganized Debtors (excluding Deemed Allowed Prepetition
Beet Grower Claims).

  1.110 "New Common Stock" means the new voting common stock to be issued by
Reorganized Imperial pursuant to the Plan, including those shares which may be
purchased through the exercise of a Reorganized Imperial Warrant or Management
Option.

  1.111 "Non-Debtor Affiliate" means any wholly-owned subsidiary of any of the
Debtors which is not itself the subject of a case under the Bankruptcy Code.

  1.112 "Non-Participating Lender Note" means the note to be issued to holders
of Allowed Class 2D Secured Claims in the form attached as Annex 5 to the Plan
providing for, among other terms, annual payments, interest at the rate of 12%
per annum, maturity on the tenth (10th) anniversary of the Effective Date,
amortization on a twenty (20) year schedule, and continuation of the existing
liens and security interests of such Non-Participating Lender on a pari passu
basis with the interests of Participating Lenders in the same collateral;
provided, however, that so long as no default has occurred and continuing, no
prepayments shall be made on such note from sales of collateral.

  1.113 "Non-Participating Lenders" means those lenders under the Revolving
Credit Facility who have elected not to participate as lenders under the
Amended Senior Credit Agreement and/or DIP Facility.

  1.114 "Non-Qualified Benefits Claim" means a Deferred Compensation Claim or
SERP Claim.

  1.115 "Other Secured Claims" means Secured Claims other than IDB Claims (if
applicable) and Bank Group Claims.

  1.116 "Participating Lenders" means those lenders under the Revolving Credit
Facility who elect to participate as lenders under the Amended Senior Credit
Agreement and/or DIP Facility.

  1.117 "Person" means any person, individual, partnership, corporation,
limited liability company, joint venture company, association or other entity
or being of whatever kind, whether or not operating or existing for profit,
including, but not limited to, any "person" as such term is defined in section
101(41) of the Bankruptcy Code, but excluding any Governmental Unit as defined
therein.

  1.118 "Petition Date" means January 16, 2001.

  1.119 "Phoenix" means Phoenix Packaging Corporation, a Delaware corporation.

  1.120 "PIK Obligation" means an obligation of a Debtor to a beet grower
under a payment-in-kind price support program operated under the auspices of
the USDA.

  1.121 "Plan" means this Second Amended and Restated Joint Plan of
Reorganization, and any amendments thereto made in accordance with the
Bankruptcy Code.

  1.122 "Plan Documents" means the Plan, the Disclosure Statement, the Amended
Senior Credit Agreement, the Warrant Agreement, the Reorganized Imperial Long-
Term Incentive Plan, the Non-Participating Lender Note, and all documents,
attachments and exhibits thereto, and other documents that aid in effectuating
the Plan.

  1.123 "Postpetition Beet Grower Obligation" means those obligations under
contracts entered into on or after the Petition Date between one or more of
the Debtors and a grower of sugar beets pursuant to which such grower is to
deliver or supply sugar beets to the Debtors, provided, however, that such
term does not include contractual obligations between the Michigan Beet
Growers Inc. and a beet grower.

  1.124 "Priority Claim" means any Claim (other than an Administrative Claim
or a Priority Tax Claim) to the extent such Claim is entitled to a priority in
payment under section 507(a) of the Bankruptcy Code.

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<PAGE>

  1.125 "Priority Tax Claim" means any Claim to the extent that such Claim is
entitled to a priority in payment under section 507(a)(8) of the Bankruptcy
Code.

  1.126 "Proof of Claim" means any proof of claim filed with the Bankruptcy
Court or its duly appointed claims agent with respect to a Debtor pursuant to
Bankruptcy Rules 3001 or 3002.

  1.127 "Pro Rata" means with respect to Claims, the proportion that the
amount of an Allowed Claim in a particular Class bears to the aggregate amount
of all Claims in such class, exclusive of Disallowed Claims, but including
Disputed Claims and, with respect to Interests, the proportion that the number
of shares of Existing Common Stock of a holder of Existing Common Stock bears
to the aggregate amount of Existing Common Stock.

  1.128 "Ragus" means Ragus Holdings, Inc., a Delaware corporation.

  1.129 "Receivables Purchase Agreement" means that Receivables Purchase
Agreement dated as of June 10, 1999 as amended, restated, supplemented or
otherwise modified from time to time among Imperial, Imperial Securitization
Corporation, Imperial Distributing, Fairway Finance Corporation, and Nesbitt
Burns Securities, Inc.

  1.130 "Rejected Executory Contracts" means (a) any and all executory
contracts and unexpired leases which are listed on the "Schedule of Rejected
Executory Contracts" attached as Exhibit D to the Disclosure Statement, all of
which contracts and leases shall be rejected on the Effective Date, (b) any
and all such contracts and leases rejected by order of the Bankruptcy Court
prior to the Effective Date, (c) any and all such contracts and leases which
are the subject of any motion to reject pending on the Confirmation Date that
is ultimately granted by Final Order, and (d) any executory contract giving
rise to a right to purchase, sell, or subscribe to Interests in the Debtors.

  1.131 "Reorganization Cases" means the cases of the Debtors under chapter 11
of the Bankruptcy Code.

  1.132 "Reorganized Debtors" means any one or more of the Debtors on and
after the Effective Date.

  1.133 "Reorganized Imperial" means Imperial on and after the Effective Date.

  1.134 "Reorganized Imperial Long-Term Incentive Plan" means the Imperial
Sugar Company Long-Term Incentive Plan attached as Annex 2 to the Plan.

  1.135 "Reorganized Imperial Warrant" means the freely transferable right to
purchase one share of New Common Stock exercisable during the period
commencing on the Effective Date and continuing through the seventh (7th)
anniversary of the Effective Date at a price as set forth in Article 8.2 of
the Plan.

  1.136 "Retained Avoidance Action" means a cause of action of any Debtor
under sections 544, 545, 547, 548, 549, and/or 550 of the Bankruptcy Code
identified on Exhibit F to the Disclosure Statement or on any supplemental
list filed with the Bankruptcy Court prior to the date of the Confirmation
Hearing or asserted in a pleading filed prior to the date of the Confirmation
Hearing.

  1.137 "Retiree Insurance Benefit Claim" means a Claim arising from or
related to "retiree benefits" as defined in section 1114(a) of the Bankruptcy
Code.

  1.138 "Revolving Credit Facility" means the revolving credit facility
existing as of the Petition Date under the Senior Credit Agreement.

                                     A-14
<PAGE>

  1.139 "Savannah Foods" means Savannah Foods & Industries, Inc., a Delaware
corporation.

  1.140 "Savannah Industrial" means Savannah Foods Industrial, Inc., a
Delaware corporation.

  1.141 "Savannah International" means Savannah International Company, a
Delaware corporation.

  1.142 "Savannah Investment" means Savannah Investment Company, a Delaware
corporation.

  1.143 "Savannah Molasses" means Savannah Molasses & Specialties Company, a
Delaware corporation.

  1.144 "Savannah Packaging" means Savannah Packaging Company, a Delaware
corporation.

  1.145 "Savannah Retirement Plan" means the tax-qualified benefit plan in
force on the Petition Date covering full-time non-union employees of Savannah
Foods and its subsidiaries.

  1.146 "Savannah Sugar" means Savannah Sugar Refining Corporation, a Delaware
corporation.

  1.147 "Savannah Total Invert" means Savannah Total Invert Company, a
Delaware corporation.

  1.148 "Schedules" means the Schedules, Statements and Lists filed by the
Debtors with the Bankruptcy Court pursuant to Bankruptcy Rule 1007, if such
documents are filed, as they have been and may be amended or supplemented from
time to time.

  1.149 "SEC" means the United States Securities and Exchange Commission.

  1.150 "SERP Claim" means an Unsecured Claim arising under a non-tax
qualified supplemental executive retirement plan between the Debtors and
selected employees or former employees and/or selected directors or former
directors providing for benefits upon attainment of retirement age or actual
retirement age or separation from the company.

  1.151 "Secured Claim" means any Claim that is (a) secured in whole or part,
as of the Petition Date, by a Lien which is valid, perfected and enforceable
under applicable law and is not subject to avoidance under the Bankruptcy Code
or applicable non-bankruptcy law, or (b) subject to setoff under section 553
of the Bankruptcy Code, but, with respect to both (a) and (b) above, only to
the extent of the value, net of any senior Lien, of the Estates' interests in
the assets or property securing any such Claim or the amount subject to
setoff, as the case may be.

  1.152 "Senior Credit Agreement" means the Amended and Restated Credit
Agreement dated as of December 22, 1997 among Imperial (formerly known as
Imperial Holly Corporation), as Borrower, several lenders, Lehman Brothers,
Inc., as Arrangers, Lehman Brothers Commercial Paper, Inc., as Syndication
Agent, and Harris Trust & Savings Bank, as Administrative and Collateral
Agent, as amended from time to time.

  1.153 "Tax-Qualified Plan" means a tax-qualified plan under ERISA, including
the Imperial Retirement Plan and Savannah Retirement Plan, providing
retirement, medical, or other employment-related benefits to current or former
employees of the Debtors.

  1.154 "Term Sheet" shall mean that term sheet attached as Annex 1 to the
Plan for restructuring obligations under the Senior Credit Agreement.

  1.155 "Tranche A Term Lenders" means lenders providing Tranche A Term Loans
under the Senior Credit Agreement.

  1.156 "Tranche A Term Loans" means the term loans existing on the Petition
Date made under Tranche A of the Senior Credit Agreement.

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<PAGE>

  1.157 "Tranche B Term Lenders" means lenders providing Tranche B Term Loans
under the Senior Credit Agreement.

  1.158 "Tranche B Term Loans" means the term loans existing on the Petition
Date made under Tranche B of the Senior Credit Agreement.

  1.159 "United States Trustee" means the United States Trustee for the
District of Delaware.

  1.160 "Unsecured Claim" means any Claim (regardless of whether such Claim is
covered by insurance) that is neither secured nor entitled to priority under
the Bankruptcy Code or by a Final Order of the Bankruptcy Court, including,
but not limited to: (a) any claim arising from the rejection of an executory
contract or unexpired lease under section 365 of the Bankruptcy Code, (b) any
portion of a Claim to the extent the value of the holder's interest in the
applicable Estate's interest in the property securing such Claim is less than
the amount of the Claim, or to the extent that the amount of the Claim subject
to setoff is less than the amount of the Claim, as determined pursuant to
section 506(a) of the Bankruptcy Code, and (c) any Inactive Non-Qualified
Benefits Claim.

  1.161 "Waived Arrearage Amount" means the amount in excess of $3,000 per
month for each month prior to the Effective Date that a Debtor was in arrears
to the holder of an Inactive Non-Qualified Benefits Claim who, though not
otherwise entitled to be treated under Class 7B of the Plan, elects on such
holder's Ballot to be treated under Class 7B.

  1.162 "Warrant Agreement" means the Warrant Agreement, substantially in the
form attached as Annex 6 to the Plan, to be executed on the Effective Date.

  1.163 "Wholesome Sweeteners" means Wholesome Sweeteners L.L.C., a Florida
limited liability corporation.

  1.164 "Wholesome Sweeteners Group" means Wholesome Sweeteners Group, Ltd., a
Florida corporation.

                                   ARTICLE 2

                          Treatment of Administrative
                        Claims and Priority Tax Claims

  2.1 Administrative Claims.

  (1) Each holder of an Allowed Administrative Claim (except any holder that
agrees to different treatment) shall receive the Allowed Amount of its
Administrative Claim, in Cash, in full satisfaction, settlement, release,
extinguishment, and discharge of such Claim, on the Effective Date; provided,
however, that Allowed Administrative Claims representing (1) postpetition
liabilities incurred in the ordinary course of business by any of the Debtors,
(2) postpetition contractual liabilities arising under loans or advances to
any of the Debtors, whether or not incurred in the ordinary course of
business, and (3) prepetition obligations authorized by the Bankruptcy Court
and agreed by the Debtors to be paid in the ordinary course of the Debtors'
business but which have not yet become due and payable, including Deemed
Allowed Prepetition Beet Grower Claims (unless the holder agrees to other
lesser treatment) shall be paid by the Reorganized Debtors in accordance with
the terms and conditions of the agreements establishing or giving rise to such
liabilities.

  (2) To the extent not previously satisfied in accordance with their
contractual terms prior to the Effective Date, all Postpetition Beet Grower
Obligations shall become binding and fully enforceable obligations of the
Reorganized Debtors and paid in full in accordance with their terms as such
obligations become due. Nothing in this Plan shall limit, restrict, or
otherwise adversely affect any right or remedy available to the obligee on a
Postpetition Beet Grower Obligation either by contract or under applicable
non-bankruptcy law.

                                     A-16
<PAGE>

  2.2 Priority Tax Claims. Each Allowed Priority Tax Claim shall be paid (i)
in deferred cash payments commencing on the tenth (10th) Business Day after
the later of the Effective Date and the date such Claim is Allowed, or as soon
thereafter as is practicable, with final payment being made on the sixth (6th)
anniversary of the date of assessment of such Claim, with simple interest from
the Effective Date at the rate in effect under 26 U.S.C. (S) 6621(b)(3) on the
Confirmation Date; provided that any such Claim may be prepaid without penalty
or premium at any time in whole or from time to time in part at the option of
the Debtors or the Reorganized Debtors, as the case may be, with simple
interest from the later of the Effective Date or the date on which the Claim
is allowed at the rate in effect under 26 U.S.C. (S) 6621(b)(3) on the
Confirmation Date, or (ii) as the holder of such Allowed Priority Tax Claim
and the Debtors or the Reorganized Debtors, as the case may be, otherwise may
agree.

                                   ARTICLE 3

                    Classification of Claims and Interests

  3.1 Generally. Claims and Interests against the Debtors shall be treated in
accordance with the classification scheme set forth in this Article 3. A Claim
or Interest is classified in a particular Class only to the extent that the
Claim or Interest qualifies within the description of the Class and shall be
classified in a different Class to the extent the Claim or Interest qualifies
within the description of that different Class.

  3.2 Unclassified Claims. In accordance with section 1123(a)(1) of the
Bankruptcy Code, Administrative Claims and Priority Tax Claims are not
classified and are excluded from the following Classes and shall be paid in
accordance with the provisions set forth in Article 2 of the Plan.

  3.3 Classes. The following constitute the Classes of Claims against and
Interests in the Debtors:

    (1) Class 1--Allowed Priority Claims. Class 1 consists of all Allowed
  Priority Claims against the Debtors.

    (2) Class 2A--Allowed Secured Claims of Tranche A Term Lenders. Class 2A
  consists of all Allowed Secured Claims of Tranche A Term Lenders, including
  Guaranty Obligations.

    (3) Class 2B--Allowed Secured Claims of Tranche B Term Lenders. Class 2B
  consists of all Allowed Secured Claims of Tranche B Term Lenders, including
  Guaranty Obligations.

    (4) Class 2C--Allowed Secured Claims of Participating Lenders Under
  Revolving Credit Facility. Class 2C consists of all Allowed Secured Claims
  of Participating Lenders under the Revolving Credit Facility, including
  Guaranty Obligations.

    (5) Class 2D--Allowed Secured Claims of Non-Participating Lenders Under
  Revolving Credit Facility. Class 2D consists of all Allowed Secured Claims
  of Non-Participating Lenders under the Revolving Credit Facility, including
  Guaranty Obligations.

    (6) Class 3--Allowed Other Secured Claims. Class 3 consists of all
  Allowed Other Secured Claims, each of which will be within a separate
  subclass and which shall be deemed a separate Class for all purposes.

    (7) Class 4--Allowed IDB Claims. Class 4 consists of all Allowed IDB
  Claims against the Debtors existing on the Petition Date.

    (8) Class 5A--Allowed Unsecured Claims. Class 5A consists of all Allowed
  Unsecured Claims against any of the Debtors' Estates, except for Unsecured
  Claims treated in any other Class.

                                     A-17
<PAGE>

    (9) Class 5B--Inactive Non-Qualified Benefits Claims. Class 5B consists
  of all Inactive Non-Qualified Benefits Claims other than Inactive Non-
  Qualified Benefits Convenience Claims treated under Class 7B of the Plan.

    (10) Class 6A--Allowed Necessary Vendor Claims. Class 6A consists of
  Allowed Necessary Vendor Claims against any of the Debtors' Estates.

    (11) Class 6B-- Allowed Retiree Insurance Benefits Claims. Class 6B
  consists of all Allowed Retiree Insurance Benefits Claims against one or
  more of the Debtors' Estates.

    (12) Class 7A--Allowed Convenience Claims. Class 7A consists of all
  Allowed Convenience Claims.

    (13) Class 7B--Allowed Inactive Non-Qualified Benefits Convenience
  Claims. Class 7B consists of all Allowed Inactive Non-Qualified Benefits
  Convenience Claims.

    (14) Class 8--Allowed Intercompany Claims. Class 8 consists of all
  Allowed Intercompany Claims.

    (15) Class 9--Interests in Imperial. Class 9 consists of all Interests in
  Imperial.

                                   ARTICLE 4

                       Treatment of Claims and Interests

  Claims and Interests shall be treated in the manner set forth in this
Article 4.

  4.1 Treatment of Unclassified Claims. Each holder of an Allowed
Administrative Claim or an Allowed Priority Tax Claim shall receive the
treatment set forth in Article 2 of the Plan.

  4.2 Treatment of Classes of Claims and Interests.

  (1) Class 1--Priority Claims. On the Distribution Date, each holder of an
Allowed Priority Claim against the Debtors shall receive either (a) the
Allowed Amount of its Priority Claim, in Cash or (b) such other, lesser
treatment as may be agreed to in writing between such holder and the Debtors
or Reorganized Debtors. This Class is unimpaired.

  (2) Class 2A--Claims of Tranche A Term Lenders. Allowed Secured Claims of
Tranche A Term Lenders will be satisfied pursuant to the terms of the Amended
Senior Credit Agreement. This Class is impaired.

  (3) Class 2B--Claims of Tranche B Term Lenders. Allowed Secured Claims of
Tranche B Term Lenders will be satisfied pursuant to the terms of the Amended
Senior Credit Agreement. This Class is impaired.

  (4) Class 2C--Claims of Participating Lenders under the Revolving Credit
Facility. Allowed Secured Claims of lenders under the Revolving Credit
Facility who elect to be Participating Lenders will be satisfied through
payments pursuant to the terms of an Amended Senior Credit Agreement. This
Class is impaired.

  (5) Class 2D--Claims of Non-Participating Lenders under the Revolving Credit
Facility. Allowed Secured Claims of lenders under the Revolving Credit
Facility who elect to be Non-Participating Lenders will be satisfied through
the Non-Participating Lender Note to be issued on the Effective Date to such
Non-Participating Lender. This Class is impaired.

  (6) Class 3--Other Secured Claims. Each holder of an Allowed Other Secured
Claim against a Debtor shall retain, unaltered, the legal, equitable, and
contractual rights (including, but not limited to, any Liens that secure such
Allowed Secured Claim) to which such Allowed Secured Claim entitles such
holder and shall be paid or satisfied by the applicable Debtor in accordance
with applicable law or agreement. Any defaults on a secured obligation to a
Governmental Unit shall be cured on the Effective Date or as soon thereafter
as practicable. This Class is unimpaired.

                                     A-18
<PAGE>

  (7) Class 4--IDB Claims. Each holder of an Allowed IDB Claim against a
Debtor shall retain, unaltered, the legal, equitable, and contractual rights
(including, but not limited to, any Liens that secure such Allowed IDB Claim)
to which the documents giving rise to such Allowed IDB Claim entitles such
holder. All uncured and continuing defaults by the Debtors on a IDB Claim, if
any, shall be cured on the Effective Date, including any defaults in payments
of interest, premium, principal, fees and expenses (including fees and
expenses under applicable documents). Notwithstanding anything in this Plan to
the contrary (including, but not limited to, the injunctions, discharges, and
releases provided in Article 10), any guaranty issued by one Debtor of another
Debtor's obligations in respect to an IDB Obligation shall remain in full
force and effect in accordance with its original terms following Confirmation
and the occurrence of the Effective Date, and the rights granted under
applicable documents to the holder of an Allowed IDB Claim against such
guarantor pursuant to such guaranty shall not be abrogated or impaired in any
way by the provisions of this Plan or the Confirmation of the Plan. In
addition, with respect to industrial development bonds giving rise to Michigan
IDB Claims, the terms and conditions of the Michigan IDB Documents shall
continue to govern any assumption and/or assignment of the Michigan IDBs in
connection with an assignment, sale or lease of Michigan Sugar or one of its
facilities and such assumption and/or assignment shall be permitted only to
the extent provided under the Michigan IDB Documents, and following any
assignment, sale or lease of Michigan Sugar or any of its facilities, Imperial
shall remain obligated under the guaranties it previously granted of Michigan
Sugar's obligations in respect to the Michigan IDBs in accordance with the
terms of such guaranties. This Class is unimpaired.

  (8) Class 5A--General Unsecured Claims.

  (a) Except to the extent that a holder of an Allowed Class 5A Unsecured
Claim has agreed to receive other lesser treatment, including the treatment in
subsection (b) below, such holder shall receive a Pro Rata portion of Class
5A/5B New Common Stock in full satisfaction of such Class 5A Unsecured Claim;
provided, however, that Reorganized Imperial will not issue or distribute any
fractional shares of New Common Stock and in lieu of such fractional share
shall round the number of fractional shares to which the holder of an Allowed
Claim treated under Class 5A or Class 5B of the Plan otherwise would be
entitled to the nearest whole number and, after rounding, include in the
distribution to such holder from the pool of Class 5A/5B New Common Stock such
number of additional shares of New Common Stock, if any.

  (b) Notwithstanding the treatment afforded in subsection (a), a holder of a
Claim treated under Class 5A of the Plan, other than a Bondholder Claim, may
elect to receive a distribution of Cash on the Distribution Date equal to ten
percent (10%) of the Allowed amount of such Claim in lieu of other
distributions under the Plan by checking the appropriate box on such holder's
Ballot.

  This Class is impaired.

  (9) Class 5B--Inactive Non-Qualified Benefits Claims.

  (a) Except to the extent treated under Class 7B, each Inactive Non-Qualified
Benefits Claim shall be treated under Class 5B of the Plan and satisfied in
full through a Pro Rata distribution of Class 5A/5B New Common Stock on the
Distribution Date, such distribution to be made on a Pro Rata basis with
distributions to holders of Claims treated under Class 5A of the Plan;
provided, however, that Reorganized Imperial will not issue or distribute any
fractional shares of New Common Stock and in lieu of such fractional share
shall round the number of fractional shares to which the holder of an Allowed
Claim under Class 5A or Class 5B of the Plan otherwise would be entitled to
the nearest whole number and, after rounding, include in the distribution to
such holder from the pool of Class 5A/5B New Common Stock such number of
additional shares of New Common Stock, if any.

  (b) Notwithstanding the foregoing, the holder of an Inactive Non-Qualified
Benefits Claim may make an election on such holder's Ballot to receive, in
lieu of the treatment provided in Article 4.2(9)(a), (i) an Inactive SERP/DC
Note and (ii) a Cash distribution on the Distribution Date equal to ten
percent (10%) of the amount of the Allowed Inactive Non-Qualified Benefits
Claim of such holder; provided that the aggregate of distributions

                                     A-19
<PAGE>

of Cash under subpart (ii) of this provision to holders electing such
treatment shall be limited to a total of $3,000,000, with such $3,000,000 to
be distributed on a Pro Rata basis if the aggregate of such distributions is
greater than $3,000,000. This Class is impaired.

  (10) Class 6A--Necessary Vendor Claims. To the extent any Allowed Class 6A
Necessary Vendor Claim has not been paid or satisfied by performance in full
prior to the Effective Date, Reorganized Imperial shall pay such Claim in full
in Cash, on the Distribution Date if such Claim is matured, or, if such Claim
is not matured, in accordance with the contractual terms or arrangements
between the holder of such Claim and the contracting Debtor(s) or,
alternatively, at the election of the Debtors, on such other terms as permit
such Claim to be unimpaired within the meaning of section 1124 of the
Bankruptcy Code. Allowed Class 6A Necessary Vendor Claims which become Allowed
after the Effective Date shall be paid within fifteen (15) days after entry of
a Final Order allowing such Claim. This Class is unimpaired.

  (11) Class 6B--Retiree Insurance Benefit Claims. Each Allowed Retiree
Insurance Benefit Claim shall be unimpaired and each holder shall be paid in
accordance with the provisions of section 1114(e) of the Bankruptcy Code. All
uncured and continuing defaults by the Debtors in the payment of such Claims,
either before or after commencement of the Reorganization Cases, shall be
cured on the Distribution Date. This Class is unimpaired.

  (12) Class 7A--Convenience Claims. Each holder of an Allowed Convenience
Claim against any of the Debtors shall receive Cash on the Distribution Date
equal to the amount of such Allowed Convenience Claim. Allowed Convenience
Claims which become Allowed after the Effective Date shall be paid within
fifteen (15) days after entry of a Final Order allowing such Claim. Election
by the holder of an Allowed Unsecured Claim otherwise treated under Class 5A
of the Plan to reduce the Claim of such holder to $5,000 and to receive
distribution as a Class 7A Convenience Claim shall constitute acceptance of
the Plan and a waiver of the right to recover any amount in excess of $5,000
against any Person who otherwise might be liable for such sum. This Class is
unimpaired.

  (13) Class 7B--Inactive Non-Qualified Benefits Convenience Claims.
Notwithstanding any contractual provision or applicable non-bankruptcy law
that entitles the holder of any Allowed Inactive Non-Qualified Benefits
Convenience Claim to demand or receive accelerated payment of such Claim after
the occurrence of a default, each Allowed Inactive Non-Qualified Benefits
Convenience Claim shall be unimpaired, and the legal, equitable, and
contractual rights to which the holder thereof is entitled shall be left
unimpaired by this Plan within the meaning of section 1124 of the Bankruptcy
Code; provided that the holder of an Allowed Inactive Non-Qualified Benefits
Convenience Claim may elect voluntarily to have its Claim treated in the same
manner, and subject to the same conditions and limitations, as provided for in
Article 4.2(9)(a) or (b) of the Plan by delivering a written election to the
Debtors within fifteen (15) days of entry of the Confirmation Order. Any
defaults by the Debtors in the payment of such Claims, either before or after
the commencement of the Reorganization Cases, other than a default of the kind
specified in section 365(b)(2) of the Bankruptcy Code, shall be cured on the
Effective Date, except that the Reorganized Debtors shall have no obligation
to pay the holder of an Inactive Non-Qualified Benefits Claim any Waived
Arrearage Amount. All such sums shall be deemed waived by the holder of such
Claim in its election to receive Inactive Non-Qualified Benefits Convenience
Claim treatment. Treatment of Claims in Class 7B shall not be affected by the
rejection of the Plan by any other Class under the Plan. This Class is
unimpaired.

  (14) Class 8--Intercompany Claims. Intercompany Claims shall be paid or
otherwise treated by the Reorganized Debtors in accordance with the ordinary
business practices of the Debtors prior to the Petition Date. This Class is
unimpaired.

  (15) Class 9--Interests in Imperial. In the event that holders of Interests
in Imperial, and holders of Allowed Class 5A and Class 5B Unsecured Claims,
vote as Classes to accept the Plan, each such holder of Interests shall
receive for each share of Existing Common Stock owned by such holder on the
Distribution Record Date distribution from the Disbursing Agent on the
Distribution Date of a Pro Rata share of Class 9 New Common Stock and Class 9
Warrants; provided, however, that Reorganized Imperial will not issue any
fractional shares of Class 9 New Common Stock or fractional Class 9 Warrants
to holders of Existing Common Stock and (a) in lieu

                                     A-20
<PAGE>

of such fractional shares shall round the number of fractional shares to which
the holder of an Allowed Class 9 Interest otherwise would be entitled to the
nearest whole number and, after such rounding, include in the distribution to
such holder from the pool of Class 9 New Common Stock such number of
additional shares of New Common Stock, if any, and (b) in lieu of fractional
warrants shall sell, or direct such Person who may be appointed from time to
time to act as exchange agent to sell, the aggregate of such fractional
Reorganized Imperial Warrants and sell the resulting whole Reorganized
Imperial Warrants on account of such Persons otherwise entitled to receive
fractional Reorganized Imperial Warrants under the Plan. Such Persons
thereafter will be entitled to receive their allocable portion of the net
proceeds of the sales. All sales will be effectuated through open market
transactions on the national securities exchange on which the Reorganized
Imperial Warrants are listed. Reorganized Imperial Warrants shall be
distributed to the holders of the Existing Common Stock as they appear in the
records of the transfer agent as of the Distribution Record Date.
Notwithstanding the foregoing, in the event that either Class 5A or Class 5B
reject the Plan, the Debtors reserve the right to seek to confirm the Plan
under Section 1129(b) by amending the Plan to eliminate any distributions to
Class 9.

                                   ARTICLE 5

             Treatment of Executory Contracts and Unexpired Leases

  5.1 Assumption and Rejection of Unexpired Leases and Executory Contracts. On
and effective as of the Effective Date, all executory contracts and unexpired
leases listed on the Schedules filed by the Debtors (including any amendments,
revisions, or modifications thereto), excluding Rejected Executory Contracts,
will be assumed, subject to the condition imposed under Article 5.2(2) with
respect to certain executory Deferred Compensation Plans and supplemental
executive retirement plans. Executory contracts and leases entered into after
the Petition Date will be performed by the Debtors and Reorganized Debtors in
the ordinary course of business.

  5.2 Continuation of Employee Compensation and Benefit Programs.

  (1) Tax-Qualified Plans. All Tax-Qualified Plans of the Debtors, including
the Imperial Retirement Plan and Savannah Retirement Plan, shall continue in
full force and effect on the Effective Date as obligations of the Reorganized
Debtors, except as such plans may be modified, amended, or terminated in
accordance with their terms or applicable policies, procedures or law.

  (2) Deferred Compensation and SERP Obligations. On the Effective Date, the
Debtors shall be deemed to have assumed the Deferred Compensation Plans and
supplemental executive retirement plans giving rise to Deferred Compensation
Claims or SERP Claims by persons who were officers or who were employed by the
Debtors as of the Confirmation Date; provided that this provision shall apply
only if the holder of such Claim agrees in writing that all payments to the
holders of such Claim of retention bonuses under the Management Retention Plan
shall constitute and be applied as a credit against sums owing in the future
under such Deferred Compensation Plan or supplemental executive retirement
plan, as the case may be. All such Deferred Compensation Plans and
supplemental executive retirement plans of persons not willing to agree in
writing to the terms set forth in the preceding sentence shall be deemed
rejected as of the Effective Date.

  5.3 Rejection Damages Claims. Any Claims arising out of the rejection of an
executory contract or unexpired lease must be filed with the Claims Agent no
later than the earlier of (a) thirty (30) days after the entry of the
Confirmation Order, or (b) thirty (30) days after the date of any Final Order
approving a Debtor's rejection of such contract or lease. Any Claim not so
filed shall be forever barred and may not be asserted against any of the
Debtors, the Reorganized Debtors, or their properties or their Estates. Each
Claim resulting from such rejection shall constitute a Class 3 Other Secured
Claim if it is a Secured Claim or, otherwise, a Class 5A Unsecured Claim or
Class 7A Convenience Claim, as the case may be.

  5.4 Assumption Claims. All cure and compensation payments which may be
required by section 365(b)(1) and (2) of the Bankruptcy Code under any
executory contracts and unexpired leases which are assumed shall constitute
Administrative Claims and treated under section 2.1 of the Plan; provided,
however, in the event of a

                                     A-21
<PAGE>

dispute regarding the amount of any such payments, the cure of any other
defaults, the ability of the Reorganized Debtors to provide adequate assurance
of future performance or any other matter pertaining to assumption, the
Reorganized Debtors shall make such payments and cure such other defaults and
provide adequate assurance of future performance only following the entry of a
Final Order resolving such dispute. The Debtors may provide prior notice in
writing to a party to an executory contract or unexpired lease to be assumed
hereunder setting forth the amount of any cure or compensation payments it
intends to pay and any adequate assurance of future performance it intends to
provide. If a party to such executory contract or unexpired lease has not
filed an appropriate pleading with the Bankruptcy Court on or before the tenth
(10th) day after mailing of such notice disputing the terms for assumption set
forth in the Debtors' notice and requesting a hearing thereon, then such party
shall be deemed to have accepted such terms for assumption and waived its
right to dispute such matters.

                                   ARTICLE 6

                      Acceptance or Rejection of the Plan

  6.1 Each Impaired Class Entitled to Vote Separately. The holders of Claims
or Interests in one or more impaired Class of Claims or Interests shall be
entitled to vote separately to accept or reject the Plan.

  6.2 Acceptance By Impaired Classes of Claims. Pursuant to section 1126(c) of
the Bankruptcy Code, an impaired Class of Claims shall have accepted the Plan
if (a) the holders of at least two-thirds in dollar amount of the Allowed
Claims actually voting in such Class (other than Claims held by any holder
designated pursuant to section 1126(e) of the Bankruptcy Code) have voted to
accept the Plan and (b) more than one-half in number of such Allowed Claims
actually voting in such Class (other than Claims held by any holder designated
pursuant to section 1126(e) of the Bankruptcy Code) have voted to accept the
Plan.

  6.3 Acceptance By Impaired Class of Interests. Pursuant to section 1126(d)
of the Bankruptcy Code, an impaired Class of Interests shall have accepted the
Plan if the holders of at least two-thirds in dollar amount of the Allowed
Interests actually voting in such Class (other than Interests held by any
holder designated pursuant to section 1126(e) of the Bankruptcy Code) have
voted to accept the Plan.

  6.4 Presumed Acceptance of Plan. Classes 1, 3, 4, 6A, 6B, 7A, 7B, and 8 are
not impaired. Under section 1126(f) of the Bankruptcy Code, the holders of
Claims in such Classes are conclusively presumed to have voted to accept the
Plan.

                                   ARTICLE 7

        Conditions to Confirmation and Effectiveness; Required Notices

  7.1 Conditions to Confirmation. Confirmation of the Plan shall not occur
unless each of the following conditions has been satisfied or waived, in
writing, by the Debtors with the consent of the Creditors Committee:

    (1) Confirmation Date. The Confirmation Date shall be not later than
  August 31, 2001.

    (2) Confirmation Order. The Bankruptcy Court shall have made such
  findings and determinations regarding the Plan as shall enable the entry of
  the Confirmation Order, and any other order entered in conjunction
  therewith, in form and substance acceptable to the Debtors.

    (3) Ability to Perform Postpetition Beet Grower Obligations. The Debtors
  shall have performed all matured and currently outstanding Postpetition
  Beet Grower Obligations and demonstrated financial wherewithal to perform
  all Postpetition Beet Grower Obligations which mature and become due after
  the Effective Date, except as those obligations may be altered by agreement
  with a beet grower.

  7.2 Conditions to Effectiveness. Notwithstanding any other provision of the
Plan or the Confirmation Order, the Effective Date of the Plan shall not occur
unless and until each of the following conditions has been satisfied or, if
applicable, waived, in writing, by the Debtors with the consent of the
Creditors Committee.

                                     A-22
<PAGE>

    (1) Confirmation Order. The Confirmation Order shall have become a Final
  Order; provided, however, that the Effective Date may occur at a point in
  time when the Confirmation Order is not a Final Order at the option of the
  Debtors, with the consent of the Creditors Committee, unless the
  effectiveness of the Confirmation Order has been stayed or vacated, in
  which case the Effective Date shall be the first Business Day immediately
  following the expiration or other termination of any stay of effectiveness
  of the Confirmation Order.

    (2) Plan Documents. The Amended and Restated Articles of Incorporation of
  Reorganized Imperial, the Amended Senior Credit Agreement and the documents
  required pursuant thereto, the Warrant Agreement, the Reorganized Imperial
  Long-Term Incentive Plan, and any other Plan Documents necessary or
  appropriate to implement the Plan, shall have been executed, delivered and,
  where applicable, filed with the appropriate governmental authorities.

    (3) United States Trustee's Fees. The fees of the United States Trustee
  then owing by the Debtors shall have been paid in full.

    (4) Satisfaction of Initial Funding Conditions. The initial funding
  conditions in Section V of the Term Sheet shall have been satisfied or
  waived by Participating Lenders.

    (5) Replacement Financing. The Debtors shall have entered into a credit
  facility or receivables purchase agreement satisfactory to replace the
  existing Receivables Purchase Agreement and provide for the working capital
  needs of the Reorganized Debtors in conjunction with exit financing under
  the Amended Senior Credit Agreement.

  7.3 Notice to Bankruptcy Court. Promptly after the Effective Date, the
Reorganized Debtors shall file with the clerk of the Bankruptcy Court a notice
that the Plan has become effective; provided, however, that failure to file
such notice shall not affect the effectiveness of the Plan or the rights and
substantive obligations of any entity hereunder.

                                   ARTICLE 8

                  Description of Securities Issued Under Plan

  8.1 New Common Stock.

  (1) Authorization. The charter of Reorganized Imperial shall be amended on
the Effective Date to authorize the issuance of 50,000,000 shares of New
Common Stock. Of such authorized shares, 9,800,000 shares shall be issued and
distributed on the Distribution Date to the holders of Allowed Claims under
Class 5A and Class 5B of the Plan (except for those holders of Inactive Non-
Qualified Benefits Claims electing to forgo such treatment in accordance with
the provisions of Article 4.2(9) of the Plan); and 200,000 shares shall be
issued and distributed to the holders of Interests under Class 9 of the Plan,
subject to the provisions of the Plan and the Bankruptcy Code.

  (2) No Par Value. New Common Stock shall be without par value.

  (3) Rights. New Common Stock shall have such rights with respect to
dividends, liquidation, voting, and other matters as are set forth in the
Amended and Restated Articles of Incorporation of Reorganized Imperial and as
are or may be otherwise provided by Texas law.

  8.2 Reorganized Imperial Warrants.

  (1) Issuance. Subject to Confirmation of the Plan and compliance with the
requirements of the Bankruptcy Code and the terms of the Plan, Reorganized
Imperial shall issue Class 9 Warrants to the holders of Class 9 Interests on
the Distribution Date.

  (2) Term. Reorganized Imperial Warrants shall be exercisable at any time
from the Effective Date to and through the seventh (7th) anniversary of the
Effective Date.

                                     A-23
<PAGE>

  (3) Transferability. Subject to applicable law, Reorganized Imperial
Warrants shall be freely transferable from date of issuance without
restriction.

  (4) Initial Exercise Price. Reorganized Imperial Warrants will entitle the
holders thereof to acquire shares of New Common Stock at an initial per share
exercise price which is equal to the aggregate Allowed Amount of Class 5A and
Class 5B Claims held by holders receiving New Common Stock under the Plan
divided by 9,800,000; provided, however, that if at six (6) months after the
Effective Date all Class 5A and Class 5B Claims of Persons receiving New
Common Stock under the Plan have not been finally Allowed, then the per share
exercise price shall be equal to the sum of the aggregate Allowed Amount of
Class 5A and Class 5B Claims held by holders receiving New Common Stock and
aggregate amount of Disputed Claims of Class 5A and Class 5B Claims held by
holders to receive New Common Stock under the Plan (subject to claims
allowance), divided by 9,800,000.

  8.3 Management Options.

  (1) Effectiveness. On the Effective Date, the Reorganized Imperial Long-Term
Incentive Plan shall become effective without necessity of further action by
the board of directors of Reorganized Imperial or by the holders of New Common
Stock.

  (2) Grants. Management Options entitling holders to acquire an aggregate of
1,234,568 shares of New Common Stock will be available for grant and
distribution to management of the Reorganized Debtors by the compensation
committee of the board of directors of Reorganized Imperial (or such other
committee designated by the board of directors of Reorganized Imperial to
administer the Reorganized Imperial Long-Term Incentive Plan) in such personal
grant amounts as determined to be appropriate by such committee. Of these
Management Options, options representing the right to acquire not less than
sixty-five percent (65%) and not more than eighty percent (80%) of the total
shares available under the Imperial Stock Option Plan shall be granted
exclusively to Initial Management. All other Management Options (including
options for shares available as a result of the non-exercise of options
granted to Initial Management) shall be granted to current or future
management of the Reorganized Debtors in accordance with the terms of the
Reorganized Imperial Long-Term Incentive Plan, as deemed appropriate by such
compensation committee or other committee designated by the board of directors
of Reorganized Imperial to administer the Reorganized Imperial Long-Term
Incentive Plan.

  (3) Initial Exercise Price. Management Options shall be exercisable at a
price determined by the compensation committee of the board of directors of
Reorganized Imperial (or such other committee designated by the board of
directors of Reorganized Imperial to administer the Reorganized Imperial
Option Plan) in accordance with the terms thereof; provided, however, that the
initial exercise price of any Management Options granted to the Initial
Management as contemplated by subsection (2) above shall not exceed the lesser
of (i) $9.00 per share or (ii) the initial exercise price determined by the
compensation committee of the board of directors of Reorganized Imperial (or
such other committee designated by the board of directors of Reorganized
Imperial to administer the Reorganized Stock Option Plan).

  8.4 Registration and Listing. The Debtors and Reorganized Debtors shall
exercise their best efforts to obtain a listing for New Common Stock and
Reorganized Imperial Warrants, if any, to be listed on the American Stock
Exchange or a similarly-situated national securities exchange on the Effective
Date.

  8.5 Registration Rights for Certain Holders of New Common Stock. On the
Effective Date, Reorganized Imperial shall enter into a Registration Rights
Agreement with each shareholder holding New Common Stock that is deemed to be
an "affiliate" of Reorganized Imperial for purposes of the Securities Act of
1933, as amended. Such Registration Rights Agreement shall be in form and
substance reasonably satisfactory to the Creditors Committee (taking into
account the terms and conditions customary for registration rights agreements
in this context) and shall set forth Reorganized Imperial's commitment to
exercise commercially reasonable efforts to (a) file with the SEC a shelf
Registration Statement in compliance with SEC Rule 415 covering each such
shareholder's New Common Stock within thirty (30) days after the Effective
Date and (b) have such Registration Statement initially declared effective by
the SEC within ninety (90) days after the Effective Date.


                                     A-24
<PAGE>

                                   ARTICLE 9

                     Means for Implementation of the Plan

  9.1 Substantive Consolidation. The Debtors' Estates shall be substantively
consolidated for purposes of the Plan and actions with respect to voting,
Confirmation, and distributions to holders of Allowed Claims in Classes 1, 2A,
2B, 2C, 2D, 5A, 5B, 7A, and 7B of the Plan, and all obligations of the Debtors
or Reorganized Debtors under the Plan to holders of Claims in those Classes
shall be joint and several obligations of the Debtors and/or Reorganized
Debtors. Obligations to satisfy Allowed Claims in Classes 3, 4, 6A, and 6B
shall not be obligations of the Debtors' substantively consolidated Estate,
but shall continue to be obligations of the specific entities which were
obligated on such Claim on the Petition Date. Except as expressly provided in
the Plan, the Reorganized Debtors shall continue to maintain their separate
corporate existences for all purposes other than for voting, Confirmation, and
distributions.

  9.2 Revesting of Assets. Except as otherwise expressly provided in the Plan
or in the Confirmation Order, all property of the Debtors' Estates shall
revest in and become property of the Reorganized Debtors, subject to the Liens
of the Bank Group under the Senior Credit Agreement, the DIP Facility, and the
Amended Senior Credit Agreement.

  9.3 Amended Articles of Incorporation and Amended Bylaws of Reorganized
Imperial. The Articles of Incorporation of Reorganized Imperial shall be
amended, as of the Effective Date, in its entirety to conform to Annex 3
attached hereto, and the Bylaws of Reorganized Imperial shall be amended in
their entirety to conform to Annex 4 attached hereto. Consistent with section
1123(a)(6) of the Bankruptcy Code, the amended Articles of Incorporation of
Reorganized Imperial shall prohibit, among other things, the issuance of non-
voting equity securities as part of the Reorganization Cases. The officers of
Reorganized Imperial shall file the Amended and Restated Articles of
Incorporation with the Secretary of State of the State of Texas on the
Effective Date.

  9.4 Initial Directors of Reorganized Imperial. The initial directors of
Reorganized Imperial shall consist of seven members, of whom one shall be
James C. Kempner and six of whom shall be those individuals designated by the
Creditors Committee and identified in the pleading to be filed by the Debtors
with the Bankruptcy Court, not later than fifteen (15) days prior to the
initial date of the Confirmation Hearing. Entry of the Confirmation Order
shall be deemed to constitute resignation of all directors of Imperial
effective as of the Effective Date except for those Persons identified in such
pleading.

  9.5 Management of Reorganized Imperial and the Reorganized Debtors. Except
as otherwise provided in the Plan, or except to the extent employment
arrangements with such individuals have terminated pursuant to the terms of
such agreement or such agreement has been rejected, all existing corporate
officers of the Debtors shall continue to serve the Reorganized Debtors in
their existing capacities under the terms of their existing employment
contracts, if any, subject to the right of the board of directors of
Reorganized Imperial to terminate such contract in accordance with its terms
or applicable non-bankruptcy law.

  9.6 Withholding of Taxes. The Disbursing Agent, as applicable, shall
withhold from any assets or property distributed under the Plan any assets or
property which must be withheld for foreign, federal, state, and local taxes
payable with respect thereto or payable by the Person entitled to such assets
to the extent required by applicable law.

  9.7 Cancellation of Existing Common Stock. All Existing Common Stock and all
warrants, options and rights to acquire Existing Common Stock, including
rights under the Imperial Stock Plan, shall be deemed cancelled and null and
void for all purposes on the Effective Date without need for further action by
the Debtors, Reorganized Debtors, or the Bankruptcy Court.

  9.8 Authority to Prosecute or Settle Avoidance Litigation. Except for
Retained Avoidance Actions, neither the Debtors nor Reorganized Debtors nor
any representative of their Estates shall commence and/or prosecute any
avoidance or recovery actions under sections 544, 545, 547, 548, 549, or 550
of the Bankruptcy Code, and

                                     A-25
<PAGE>

on the Effective Date, all such avoidance actions shall be deemed waived,
released, and forever barred. Retained Avoidance Actions shall be prosecuted,
settled, or compromised as deemed appropriate by the board of directors of
Reorganized Imperial in an exercise of its business judgment under applicable
corporate law. Proceeds, if any, from such causes of action shall be used,
subject to the Liens of the Bank Group, for the corporate purposes determined
by the board of directors of Reorganized Imperial.

  9.9 Unclaimed Property. Any Cash, assets, and other property to be
distributed under the Plan that remain unclaimed (including by an Entity's
failure to negotiate a check issued to such Entity) or otherwise not
deliverable to the Entity entitled thereto the later of (a) one year after
distribution or (b) 120 calendar days after an order allowing such Entity's
Claim or Interest becomes a Final Order, shall become vested in, and shall be
transferred and delivered to, the Reorganized Debtors for use in their
discretion on the thirtieth (30th) day after the Reorganized Debtors file a
notice with the Bankruptcy Court setting forth information regarding the
holders whose distribution are unclaimed or undeliverable and the amount of
distribution (if Cash) or a description of the property to be distributed. In
such event, such Entity's Claim or Interest shall no longer be deemed to be
Allowed and such Entity shall be deemed to have waived its rights to such
payments or distributions under the Plan pursuant to section 1143 of the
Bankruptcy Code.

  9.10 Plan Distributions. The Disbursing Agent shall make all distributions
required under the Plan. Distributions shall be made on the Distribution Date
(unless otherwise provided herein or ordered by the Bankruptcy Court) with
respect to all Claims. Distributions to be made on the Distribution Date shall
be deemed actually made on the Distribution Date if made either (a) on the
Distribution Date or (b) as soon as practicable thereafter.

  9.11 Further Authorizations. The Debtors and Reorganized Debtors, if and to
the extent necessary, may seek such orders, judgments, injunctions, and
rulings that any of them deems necessary to further carry out the intentions
and purposes of, and give full effect to the provisions of, the Plan.

  9.12 Transfer Taxes. Pursuant to section 1146 of the Bankruptcy Code, the
issuance, transfer, or exchange of any of the securities issued under, or the
transfer of any other assets or property pursuant to, or in connection with,
the Plan or the making or delivery of an instrument of transfer under or in
connection with the Plan shall not be taxed under any law imposing a stamp
tax, transfer tax or other similar tax.

  9.13 Payment of United States Trustee's Fees. On the Effective Date, the
Reorganized Debtors shall pay all fees to the United States Trustee as
required by applicable laws of the United States.

  9.14 Recordable Order. Upon Confirmation of the Plan, the Confirmation Order
shall be deemed to be in recordable form, and shall be accepted by any
recording officer for filing and recording purposes without further or
additional orders when certified by the Clerk of the Bankruptcy Court.

  9.15 Effectuating Documents and Further Transactions. The Chief Executive
Officer, President, or any Managing Director of the Debtors and/or Reorganized
Debtors or other officer authorized under Corporate Documents to perform such
function, shall be authorized to execute, deliver, file, or record such
contracts, instruments, releases, indentures, and other agreements or
documents and take or direct such actions as may be necessary or appropriate
to effectuate and further evidence the terms and conditions of the Plan. The
Secretary or any Assistant Secretary of the Debtors and/or Reorganized Debtors
shall be authorized to certify or attest to any of the foregoing actions.

  9.16 Corporate Action. All matters provided for under the Plan involving the
corporate structure of the Debtors or Reorganized Debtors, or any corporate
action to be taken by, or required of, the Debtors or Reorganized Debtors,
shall be deemed to have occurred and be effective as provided herein, and
shall be authorized and approved in all respects without any requirement for
further action by the stockholders or directors of any of such entities.

                                     A-26
<PAGE>

  9.17 Dissolution of Committees. To the extent not dissolved earlier, the
Creditors Committee, the Equity Committee, and any other committee appointed
by the United States Trustee pursuant to section 1102 of the Bankruptcy Code
shall be dissolved on the Effective Date, unless otherwise directed by order
of the Bankruptcy Court.

  9.18 Discharge of Indenture Trustee. On the Effective Date, the Indenture
Trustee and its agents shall be relieved of all obligations associated with
the Imperial Senior Subordinated Notes under applicable agreements or law;
provided, however, that the Indenture Trustee shall act as the Reorganized
Debtors' Disbursing Agent with respect to distributions of Class 5A/5B New
Common Stock to holders of Imperial Senior Subordinated Notes.

  9.19 Payment of Indenture Trustee's Fees. Subject to approval of the
Bankruptcy Court in accordance with 11 U.S.C. (S) 503, Imperial or Reorganized
Imperial will pay the Indenture Trustee the full amount due it under its trust
indenture, including, but not limited to, reasonable compensation and
expenses.

  9.20 Payment of IDB Indenture Trustees' Fees. Subject to approval of the
Bankruptcy Court in accordance with 11 U.S.C. (S) 503, Imperial or Reorganized
Imperial will pay each IDB Indenture Trustee the full amount due it under its
trust indenture, including, but not limited to, reasonable compensation and
expenses.

  9.21 Survival of Indemnification Obligations. Notwithstanding any other
provision of the Plan, all obligations of the Debtors to indemnify their and
their affiliates' current and former directors, and current officers,
employees, or agents and representatives, including, without limitation, (i)
indemnification obligations arising under the charter and bylaws of Imperial
or any Debtor, (ii) indemnification obligations arising by contract, and (iii)
indemnification obligations arising under applicable, non-bankruptcy law,
shall survive Confirmation of the Plan and shall be performed as obligations
of the Reorganized Debtors, irrespective of whether such indemnification was
owed at time of Confirmation or only became owing in the future, and
irrespective, further, of whether indemnification is owed in connection with
an event occurring before, on, or after the Petition Date. None of the
Reorganized Debtors shall amend any Corporate Document in a manner to affect
adversely any Person benefited by such indemnities. The Reorganized Debtors
shall maintain insurance in an amount consistent with past practices to fund
indemnification obligations under this provision of the Plan.

  9.22 Performance of Postpetition Beet Grower Obligations. The Reorganized
Debtors shall perform all matured and currently outstanding Postpetition Beet
Grower Obligations which mature and become due after the Effective Date in
accordance with the terms of contracts with beet growers. Further, Reorganized
Debtors shall maintain sufficient liquidity to fund those obligations through
bank financing or otherwise.

  9.23 Limited Waiver and Release of Liens by Bank Group. Confirmation of the
Plan shall operate as a waiver and release by the Bank Group of all Liens of
any sort on (a) all accounts receivable sold or to be sold by any of the
Debtors to the special purpose vehicle through which the Debtors will
securitize accounts receivable after the Effective Date or (b) related
collateral and the proceeds thereof, including, without limitation, proceeds
of inventory to the extent such proceeds constitute accounts receivables. All
documents providing to the contrary shall be deemed modified, without need for
further action, to the extent necessary to effectuate this provision.

                                  ARTICLE 10

                      Injunctions, Releases and Discharge

  10.1 Discharge and Release. Except as specifically provided in the Plan or
in the Confirmation Order, effective on the Effective Date, consummation of
the Plan shall discharge and release the Debtors and Reorganized Debtors from
any and all claims and demands including any Claim of a kind specified in
section 502(g), 502(h), or 502(i) of the Bankruptcy Code, whether or not (i) a
Proof of Claim based on such Claim was filed or deemed filed under section 501
of the Bankruptcy Code, or such Claim was listed on the Schedules of the
Debtor, (ii) such Claim is or was Allowed under section 502 of the Bankruptcy
Code, or (iii) the holder of

                                     A-27
<PAGE>

such Claim has voted on or accepted the Plan; provided, however, that no Claim
of a Governmental Unit for or related to environmental remediation shall be
included within the scope of this discharge.

  10.2 Discharge Injunction. Except as specifically provided in the Plan
Documents to the contrary, the satisfaction, release, and discharge set forth
in Article 10.1 of the Plan also shall operate as an injunction prohibiting
and permanently enjoining the commencement or continuation of any action, the
employment of process or any act to collect, recover from, or offset (a) any
Claim against or Interest in the Debtors or Reorganized Debtors by any Entity
and (b) any cause of action, whether known or unknown, based on the same
subject matter as any Claim or Interest.

  10.3 Discharge of Disallowed Claims and Disallowed Interests. On and after
the Effective Date, the Debtors shall be fully and finally discharged of any
liability or obligation on a Disallowed Claim or a Disallowed Interest, and
any order creating a Disallowed Claim or a Disallowed Interest that is not a
Final Order as of the Effective Date solely because of an Entity's right to
move for reconsideration of such order pursuant to section 502 of the
Bankruptcy Code or Bankruptcy Rule 3008 shall nevertheless become and be
deemed to be a Final Order on the Effective Date. The Confirmation Order,
except as otherwise provided herein, or unless the Bankruptcy Court orders
otherwise, shall constitute an order: (a) disallowing all Claims and Interests
to the extent such Claims and Interests are not allowable under any provision
of section 502 of the Bankruptcy Code, including, but not limited to, time-
barred Claims and Interests, and Claims for unmatured interest, and (b)
disallowing or subordinating, as the case may be, any Claims, or portions of
Claims, for penalties or non-compensatory damages.

  10.4 Releases of Corporate Officers.

  (1) On the Effective Date, the Debtors and Reorganized Debtors, on their own
behalf and on behalf of their Estates, shall be deemed, without need for
further action, to have been granted an unconditional release to all current
officers and current and former directors of any of the Debtors for any and
all claims, obligations, suits, judgments, damages, rights, causes of action,
and liabilities whatsoever (including those obligations arising under the
Bankruptcy Code or during the Reorganization Cases) whether known or unknown,
accruing or related to acts or omissions in the course of performing their
respective duties occurring prior to the Effective Date.

  (2) The Terms of this provision shall be effectuated by a permanent
injunction which shall be included in the Confirmation Order.

  10.5 Exoneration and Reliance. Notwithstanding any other provision of the
Plan, Exonerated Parties shall not be liable other than for willful misconduct
to any holder of a Claim or Interest or to any Person, Entity, or with respect
to any action, omission, forbearance from action, decision, or exercise of
discretion taken at any time prior to the Effective Date in connection with:
(a) the management or operation of the Debtors, Reorganized Debtors, or the
discharge of their duties under the Bankruptcy Code or applicable non-
bankruptcy law, (b) the implementation of any of the transactions provided
for, or contemplated in, the Plan or the Plan Documents, (c) any action taken
in connection with either the enforcement of the Debtors' rights against any
Entities or the defense of Claims asserted against the Debtors with regard to
the Reorganization Cases, (d) any action taken in the negotiation,
formulation, development, proposal, disclosure, Confirmation, or
implementation of the Plan, or (e) the administration of the Plan or the
assets and property to be distributed pursuant to the Plan; provided, however,
that nothing in the foregoing shall prevent or limit the right or ability of
the SEC to enforce federal securities laws or act to release, discharge, or
exculpate any non-debtor from any obligation to a governmental taxing
authority. Exonerated Parties may rely reasonably upon the opinions of their
respective counsel, accountants, and other experts or professionals and such
reliance, if reasonable, shall conclusively establish good faith and the
absence of willful misconduct; provided, however, that a determination that
such reliance is unreasonable shall not, by itself, constitute a finding of
willful misconduct. In any action, suit or proceeding by any holder of a Claim
or Interest or any other Entity contesting any action by, or non-action of,
the Debtors, Reorganized Debtors, and of their respective stockholders,
directors, officers, agents, employees, members,

                                     A-28
<PAGE>

attorneys, accountants, financial advisors, and representatives, the
reasonable attorneys' fees and costs of the prevailing party shall be paid by
the losing party and as a condition to going forward with such action, suit,
or proceeding at the outset thereof, all parties thereto shall be required to
provide appropriate proof and assurances of their capacity to make such
payments of reasonable attorneys' fees and costs in the event they fail to
prevail.

                                  ARTICLE 11

                     Matters Incident to Plan Confirmation

  11.1 Term of Certain Injunctions and Automatic Stay.

  (1) All of the injunctions and/or automatic stays provided for in or in
connection with the Reorganization Cases, whether pursuant to section 105,
section 362 or any other provision of the Bankruptcy Code or other applicable
law, in existence immediately prior to Confirmation shall remain in full force
and effect until the Injunctions become effective, and thereafter if so
provided by the Plan, the Confirmation Order, or by their own terms. In
addition, on and after the Confirmation Date, the Debtors may seek such
further orders as they may deem necessary to preserve the status quo during
the time between Confirmation and the Effective Date.

  (2) Each of the Injunctions shall become effective on the Effective Date and
shall continue in effect at all times thereafter. Notwithstanding anything to
the contrary contained elsewhere in the Plan, all actions in the nature of
those to be enjoined by the Injunctions shall be enjoined during the period
between the Confirmation Date and the Effective Date.

  11.2 No Liability for Tax Claims. Unless a taxing authority has asserted a
Claim against a Debtor before the bar date established therefor, no Claim of
such authority shall be Allowed against the Debtors or Reorganized Debtors for
taxes, penalties, interest, additions to tax, or other charges arising out of
the failure, if any, of the Debtors or any other Entity to have paid taxes or
to have filed any tax return (including, but not limited to, any income tax
return or franchise tax return) in or for any prior year or arising out of an
audit of any return for a period before the Petition Date.

  11.3 Compliance with Tax Requirements. In connection with the Plan, the
Reorganized Debtors and Disbursing Agent shall comply with all applicable
withholding and reporting requirements imposed by federal, state, and local
taxing authorities. Creditors may be required to provide certain tax
information as a precondition to distributions under the Plan.

                                  ARTICLE 12

                         Resolution of Disputed Claims

  12.1 Disputed Claims and Determination of Disputed Claims. Only Claims that
are Allowed shall be entitled to distributions under the Plan. A Claim which
is not a Disputed Claim in its entirety shall be considered a Disputed Claim
only to the extent of the portion thereof which is disputed, and shall be
considered an Allowed Claim as to the undisputed portion thereof. The Debtors
reserve the right to contest and object to any Claims asserted against the
Debtors, including any Claims not listed in the Debtors' Schedules, listed
therein as disputed, contingent and/or unliquidated in amount or listed
therein at a lesser amount than asserted in a Proof of Claim.

  (1) Objection Deadline. As soon as practicable, but in no event later than
sixty (60) days after the entry of the Confirmation Order, unless otherwise
ordered by the Bankruptcy Court, the Reorganized Debtors shall file objections
to Claims with the Bankruptcy Court; provided, however, that the Reorganized
Debtors may seek to extend such period (or to extend further any extended
period) for cause.


                                     A-29
<PAGE>

  (2) Prosecution of Objections. After the Effective Date, only the
Reorganized Debtors, in their sole discretion, shall have authority to file
objections to Claims and to litigate to judgment, settle, or withdraw such
objections to Disputed Claims. The failure of the Debtors prior to
Confirmation to object to a Claim for purposes of voting on the Plan shall in
no way be deemed to be a waiver of the right of the Reorganized Debtors to
object to such Claim in whole or in part.

  (3) Distributions After Resolution of Disputed Claims. If a Claim that
remains a Disputed Claim as of the Effective Date is thereafter Allowed in
whole or in part, the Disbursing Agent shall make the distributions required
by the provisions of the Plan to be made in respect of the Allowed portion of
such Claim as and when, and in the installments, if any, required by such
provisions; provided that, if and to the extent that such provisions would
have required an earlier distribution or distributions had such Claim been
Allowed as of the Effective Date, each distribution that would have been made
earlier shall be made on the Distribution Date.

  12.3 Disputed Claims of Persons Receiving New Common Stock.

  (1) Withholdings for Disputed Claims. In order to satisfy any such Disputed
Claim that is treated under Class 5A or Class 5B (to the extent such holder
has elected to receive New Common Stock), Reorganized Imperial will issue and
set aside for subsequent disposition pursuant to subsection (2) or (3) below
such number of shares of Class 5A/5B New Common Stock provided for
distribution under this Plan as shall equal the product of (i) 9,800,000
multiplied by (ii) a fraction the numerator of which is the aggregate amount
of Disputed Claims on the Distribution Date of holders of Class 5A and Class
5B Claims electing to receive New Common Stock under the Plan and the
denominator of which is the sum of such numerator plus the aggregate amount of
all other Class 5A and Class 5B Claims whose holders are to receive New Common
Stock under the Plan. The stock so issued and set aside, together with
dividends or other distributions paid or made thereon and any property issued
in exchange therefor, shall be held by Reorganized Imperial, pending final
determination of the Disputed Claim, and Reorganized Imperial will vote any
voting securities of Reorganized Imperial so held in the same proportion as
the other securities of the same class or classes are voted. In the event any
tender or exchange offer is made for any securities so held, Reorganized
Imperial will tender or exchange such securities as directed by order of the
Bankruptcy Court. Any cash received and then withheld pursuant to such a
tender or exchange will not bear interest for the account of any holder of
Class 5A or Class 5B Claim.

  (2) Distributions After Resolution of Disputed Claims. If any Claim subject
to the withholding provision above thereafter is Allowed in whole or in part,
Reorganized Imperial shall deliver to the holder of such Claim as promptly as
practicable, out of the securities held by Reorganized Imperial pursuant to
subsection (1) above, the number of shares of New Common Stock determined to
be applicable to the Allowed portion of such Claim, together with all
dividends thereon or distributions with respect thereto which have theretofore
been paid or made and set aside.

  (3) Distributions Related to Disallowed Claims. If any Disputed Claim as of
the Effective Date thereafter is disallowed by a Final Order or is Allowed in
a lesser amount, the shares of New Common Stock held by Reorganized Imperial
pursuant to subsection (1) above shall be distributed on a Pro Rata basis to
the holders of Allowed Claims in Class 5A and Class 5B (to the extent a holder
of a Claim treated under Class 5A or Class 5B has not elected to receive other
treatment in lieu of receipt of shares of New Common Stock). Such distribution
shall be made in one or more distributions when determined to be appropriate
by the board of directors of Reorganized Imperial.

                                     A-30
<PAGE>

                                  ARTICLE 13

                           Retention of Jurisdiction

  13.1 Jurisdiction. Until the Reorganization Cases are closed, the Bankruptcy
Court shall retain the fullest and most extensive jurisdiction permissible,
including all jurisdiction necessary to ensure that the purposes and intent of
the Plan are carried out. Except as otherwise provided in the Plan, the
Bankruptcy Court shall retain jurisdiction to hear and determine all Claims
against and Interests in the Debtors, and to adjudicate and enforce all other
causes of action which may exist on behalf of the Debtors.

  13.2 General Retention. Following the Confirmation of the Plan, the
administration of the Reorganization Cases will continue at least until the
completion of the transfers contemplated to be accomplished on the
Distribution Date. The Bankruptcy Court shall also retain jurisdiction for the
purpose of classification of any Claim and the re-examination of Claims which
have been Allowed for purposes of voting, and the determination of such
objections as may be filed with the Bankruptcy Court with respect to any
Claim.

  13.3 Specific Purposes. In addition to, and without limitation of, the
foregoing, the Bankruptcy Court shall retain jurisdiction for the following
specific purposes after Confirmation:

    (1) to modify the Plan after Confirmation pursuant to the provisions of
  the Bankruptcy Code and the Bankruptcy Rules;

    (2) to correct any defect, cure any omission, reconcile any
  inconsistency, or make any other necessary changes or modifications in or
  to the Plan, any Plan Documents, or the Confirmation Order as may be
  necessary to carry out fully the purposes and intent of the Plan, including
  the adjustment of the date(s) of performance under the Plan Documents in
  the event that the Effective Date does not occur as provided herein so that
  the intended effect of the Plan may be substantially realized thereby;

    (3) to assure the performance by the Disbursing Agent of the obligations
  to make distributions under the Plan;

    (4) to enforce and interpret the terms and conditions of the Plan
  Documents;

    (5) to enter such orders or judgments, including, but not limited to,
  injunctions (i) as are necessary to enforce the title, rights, and powers
  of the Debtors and Reorganized Debtors and (ii) as are necessary to enable
  holders of Claims to pursue their rights against any Entity that may be
  liable therefor pursuant to applicable law or otherwise, including, but not
  limited to, Bankruptcy Court orders;

    (6) to hear and determine any motions or contested matters involving
  taxes, tax refunds, tax attributes, tax benefits, and similar or related
  matters with respect to the Debtors or Reorganized Debtors arising on or
  prior to the Effective Date, arising on account of transactions
  contemplated by the Plan Documents, or relating to the period of
  administration of the Reorganization Cases;

    (7) to hear and determine disputes and controversies with respect to the
  claims of any member of the Bank Group, including, without limitation, any
  disputes or controversies with respect to the DIP Facility and Amended
  Senior Credit Agreement and any disputes or controversies regarding the
  validity, perfection, or enforceability of any prepetition or postpetition
  Lien of a member of the Bank Group.

    (8) to hear and determine all applications for compensation of
  professionals and reimbursement of expenses under sections 330, 331, or
  503(b) of the Bankruptcy Code;

    (9) to hear and determine any causes of action arising during the period
  from the Petition Date through the Effective Date;

    (10) to hear and determine any cause of action in any way related to the
  Plan Documents or the transactions contemplated thereby, against the
  Debtors, Reorganized Debtors and their respective officers, directors,
  stockholders, employees, members, attorneys, accountants, financial
  advisors, representatives, and agents;

                                     A-31
<PAGE>

    (11) to hear and determine any Retained Avoidance Action;

    (12) to hear and determine any and all motions pending as of Confirmation
  for the rejection, assumption, or assignment of executory contracts or
  unexpired leases and the allowance of any Claim resulting therefrom;

    (13) to hear and determine any dispute related to an Inactive SERP/DC
  Note;

    (14) to hear and determine such other matters and for such other purposes
  as may be provided in the Confirmation Order;

    (15) to consider and act on the compromise and settlement of any Claim
  against or Interest in the Debtors or their Estates including, without
  limitation, any disputes relating to the Administrative Claims Bar Date and
  the Bar Date;

    (16) to hear and determine all questions and disputes regarding title to
  the assets of the Debtors or their Estates.

  13.4 Failure of Bankruptcy Court to Exercise Jurisdiction. If the Bankruptcy
Court abstains or exercises discretion not to hear any matter within the scope
of its jurisdiction, nothing herein shall prohibit or limit the exercise of
jurisdiction by any other tribunal having competent jurisdiction over such
matter.

                                  ARTICLE 14

                                 Miscellaneous

  14.1 Revocation of Plan. The Debtors reserve the right to revoke and
withdraw the Plan before the entry of the Confirmation Order. If the Debtors
revoke or withdraw the Plan, or if Confirmation does not occur, then, with
respect to all parties in interest, the Plan shall be deemed null and void and
nothing contained herein shall be deemed to constitute a waiver or release of
any Claims by or against the Debtors or any other Entity or to prejudice in
any manner the rights of the Debtors or such Entity in any further proceedings
involving the Debtors.

  14.2 Modification of Plan. The Debtors may propose amendments to or
modifications of the Plan under section 1127 of the Bankruptcy Code at any
time prior to the Confirmation Date. After Confirmation, the Debtors may
remedy any defects or omissions or reconcile any inconsistencies in the Plan
or the Confirmation Order or any other order entered for the purpose of
implementing the Plan in such manner as may be necessary to carry out the
purposes and intent of the Plan as long as the interests of holders of Allowed
Claims are not adversely affected.

  14.3 Modification of Payment Terms. The Debtors reserve the right to modify
the treatment of any Allowed Claim, as provided in section 1123(a)(4) of the
Bankruptcy Code, at any time after the Effective Date upon the consent of the
holder of such Allowed Claim.

  14.4 Section 1145 Exemption. Any securities issued pursuant to the Plan
shall be exempt from securities registration as set forth in section 1145 of
the Bankruptcy Code and all such securities will be freely transferable
without further registration unless the transferor is deemed to be an
"underwriter" within the meaning of the provisions of section 1145 of the
Bankruptcy Code.

  14.5 Section 1146 Exemption. Pursuant to section 1146(c) of the Bankruptcy
Code, the issuance, transfer, or exchange of any security under the Plan, or
the making, delivery, or recording of an instrument of transfer under the Plan
may not be taxed under any law imposing a stamp or similar tax.

  14.6 Entire Agreement. The Plan Documents set forth the entire agreement and
undertakings relating to the subject matter thereof and supersede all prior
discussions and documents. No Entity shall be bound by any terms, conditions,
definitions, warranties, understandings, or representations with respect to
the subject matter hereof, other than as expressly provided for herein or as
may hereafter be agreed to by the parties in writing.

                                     A-32
<PAGE>

  14.7 Severability. Except as otherwise provided in the Plan Documents,
should any provision in the Plan be determined to be unenforceable, such
determination shall in no way limit or affect the enforceability and operative
effect of any and all other provisions of the Plan. In the event of such an
objection, the remaining provisions of the Plan shall not be enforceable or
given operative effect and Confirmation shall not be effective without further
order of the Bankruptcy Court.

  14.8 Rules of Construction. Where used in the Plan, a word or phrase
appearing in the singular shall be interpreted as appearing in the plural, and
vice versa, if the context or circumstances require.

  14.9 Successors and Assigns. The terms of the Plan shall be binding on and
inure to the benefit of successors and assigns of the original parties bound
to or entitled to benefits under such Plan.

  14.10 Headings. Headings are utilized in the Plan for convenience and
reference only and shall not constitute a part of the Plan for any other
purpose.

  14.11 Administrative Claims Bar Date. Unless otherwise ordered by the
Bankruptcy Court, the Confirmation Order shall operate to set a bar date for
Administrative Claims, which bar date shall be the first Business Day that is
at least forty-five (45) days after the Effective Date. Claimants holding
Administrative Claims against the Debtors not paid on the Effective Date must
submit a Request for Payment of Administrative Expense on or before such bar
date; provided that this provision shall not apply to holders of Deemed
Allowed Prepetition Beet Grower Claims or require such holders to file a
demand for payment of an Administrative Expense. The notice of Confirmation to
be delivered pursuant to Bankruptcy Rules 2002 and 3020(c) will set forth such
date and constitute notice of the Administrative Claims Bar Date. The Debtors
and any other party in interest will have thirty (30) days after the
Administrative Claims Bar Date to review and object to such Claims before a
hearing for determination of such Administrative Claims is held by the
Bankruptcy Court, provided that such thirty day period of review may be
extended by the Bankruptcy Court upon the request of the Debtors.

  14.12 Governing Law. Except to the extent that federal law (including, but
not limited to, the Bankruptcy Code and the Bankruptcy Rules) is applicable or
where the Plan provides otherwise, the rights and obligations arising under
the Plan shall be governed by, and construed and enforced in accordance with,
the laws of the State of Delaware, without giving effect to its principles of
conflicts of law.

  14.13 Consent to Jurisdiction. Upon default under the Plan, the Debtors and
Reorganized Debtors consent to the jurisdiction of the Bankruptcy Court, or
any successor thereto, and agree that it shall be the preferred forum for all
proceedings relating to such default.

  14.14 Setoffs. Subject to the limitations provided in section 553 of the
Bankruptcy Code, the Debtors and/or Reorganized Debtors may, but shall not be
required to, setoff against any Claim and the payments or other distributions
to be made pursuant to the Plan in respect of such Claim, claims of any nature
whatsoever that the Debtors may have against the holder of such Claim, but
neither the failure to do so nor the allowance of any Claim hereunder shall
constitute a waiver or release by the Debtors of any such claim that the
Debtors may have against such holder.

  14.15 Non-Debtor Waiver of Rights. Non-debtor parties shall have the right
to voluntarily waive any rights, benefits or protections that are afforded to
them under the provisions of the Plan or any order issued in furtherance of
the Plan, and such waiver shall supersede such rights, benefits or
protections. Any such waiver shall only be effective if such party expressly
and specifically waives in writing one or more of such rights, benefits or
protections.

  14.16 Professional Fees. Payment of fees and expenses incurred after the
Confirmation Date by professionals retained pursuant to sections 327, 328, and
1103 of the Bankruptcy Code shall not be subject to approval by the Bankruptcy
Court and may be paid by the Debtors or Reorganized Debtors in the ordinary
course as those obligations become due.

  14.17 PIK Obligations. All PIK Obligations of a Debtor shall be performed in
full by each respective obligor notwithstanding any provision of the Plan
which may be interpreted or construed as providing otherwise.

                                     A-33
<PAGE>

  14.18 Filing of Additional Documents. On or before the Effective Date, the
Debtors may file with the Bankruptcy Court such other agreements and/or other
documents as may be necessary and further evidence the terms and conditions of
the Plan.

  14.19 Notices. All notices, requests, or demands in connection with the Plan
shall be in writing and shall be mailed or electronically transmitted to:

  If to the Debtors-in-Possession or Reorganized Debtors:

    Imperial Sugar Company
    Attn: William F. Schwer
    One Imperial Square
    8016 Highway 90-A
    Sugar Land, Texas 77478
    Facsimile: (281) 490-9881
    Email: bschwer@imperialsugar.com

  with a copy to:

    Baker Botts L.L.P.
    Attn: Jack L. Kinzie
    2001 Ross Avenue
    Dallas, Texas 75201-2980
    Facsimile: (214) 953-6503
    Email: jack.kinzie@bakerbotts.com

    and

    Young Conaway Stargatt & Taylor, LLP
    Attn: Brendan Linehan Shannon
    1100 North Market Street, 11th Floor
    Wilmington, Delaware 19899-0391
    Facsimile: (302) 571-1253
    Email: bshannon@ycst.com

  If to the Bank Group:

    Chapman and Cutler
    Attn: James E. Spiotto
    111 West Monroe Street
    Chicago, Illinois 60603-4080
    Facsimile: (312) 516-1900
    Email: spiotto@chapman.com

  If to the Creditors Committee:

    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
    Attn: S. Margie Venus
    1900 Pennzoil Place-South Tower
    711 Louisiana Street
    Houston, Texas 77002
    Facsimile: (713) 236-0822
    Email: svenus@akingump.com

    and


                                      A-34
<PAGE>

    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
    Attn: Fred S. Hodara
    590 Madison Avenue
    New York, New York 10022
    Facsimile: (212) 872-1002
    Email: fhodara@akingump.com

  If to the Equity Committee:

    Bell, Boyd & Lloyd LLC
    Attn: Michael Yetnikoff
    Three First National Plaza
    70 West Madison Street
    Chicago, Illinois 60602
    Facsimile: (312) 372-2098
    Email: myetnikoff@bellboyd.com

  If to the Ad Hoc Bondholder Committee:

    Skadden, Arps, Slate, Meagher & Flom (Illinois)
    Attn: David Kurtz and Timothy Pohl
    33 West Wacker Drive
    Chicago, Illinois 60606-1285
    Facsimile: (312) 407-8589
    Email: dkurtz@skadden.com
            tpohl@skadden.com

  If to the Ad Hoc SERP/DC Committee:

    Chamberlain, Hrdlicka, White, Williams & Martin
    Attn: James L. Paul
    One Ninety One Peachtree Tower, 9th Floor
    191 Peachtree Street, N.E.
    Atlanta, Georgia 30303-1747
    Facsimile: (404) 659-1852
    Email: james.paul@chamberlainlaw.com

  If to the United States Trustee:

    Office of the United States Trustee
    Attn: Mark S. Kenney
    U.S. Department of Justice
    601 Walnut Street
    Curtis Center, Suite 905 West
    Philadelphia, Pennsylvania 19106
    Facsimile: (215) 597-5795
    Email: mark.kenney@usdoj.gov

Dated: June 5, 2001


                                      A-35
<PAGE>

                                   SIGNATURES

  This Plan may be executed in any number of counterparts, each of which shall
be deemed to be an original and all of which shall be deemed one and the same
instrument.

                                          IMPERIAL SUGAR COMPANY

                                          By: /s/ Mark Q. Huggins
                                             ----------------------------------
                                              Mark Q. Huggins
                                              Managing Director
                                              and Chief Financial Officer

                                          IMPERIAL DISTRIBUTING, INC.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              President

                                          IMPERIAL HOLLY CORPORATION

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          IMPERIAL-SAVANNAH, L.P.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              as Senior Vice President of
                                              Savannah Molasses and
                                              Specialties Company, its general
                                              partner

                                          IMPERIAL SWEETENER DISTRIBUTORS,
                                           INC.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          BIOMASS CORPORATION

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              President

                                      A-36
<PAGE>

                                          CROWN EXPRESS, INC.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              President

                                          DIAMOND CRYSTAL BRANDS, INC.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              President

                                          DIAMOND CRYSTAL BRANDS, L.P.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              as Senior Vice President of
                                              Diamond Crystal Holdings, Inc.,
                                              its general partner

                                          DIAMOND CRYSTAL HOLDINGS, INC.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          DIAMOND CRYSTAL SPECIALTY FOODS,
                                           INC.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          DIXIE CRYSTAL FOODSERVICE, INC.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          DSLT HOLDING COMPANY

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                      A-37
<PAGE>

                                          FOOD CARRIER, INC.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          FORT BEND UTILITIES COMPANY

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          GREAT LAKES SUGAR COMPANY

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          HOLLY FINANCE COMPANY

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          HOLLY NORTHWEST COMPANY

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          HOLLY SUGAR CORPORATION

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President and
                                               General Counsel


                                          HSC EXPORT CORP.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Vice President

                                      A-38
<PAGE>

                                          ICUBE, INC.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              President

                                          KING PACKAGING COMPANY, INC.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          LIMESTONE PRODUCTS COMPANY, INC.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              President

                                          MENU MAGIC FOODS, INC.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          MICHIGAN SUGAR COMPANY

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          PHOENIX PACKAGING CORPORATION

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          RAGUS HOLDINGS, INC.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              President

                                      A-39
<PAGE>

                                          SAVANNAH FOODS & INDUSTRIES, INC.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President and
                                               General Counsel

                                          SAVANNAH FOODS INDUSTRIAL, INC.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          SAVANNAH INTERNATIONAL COMPANY

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          SAVANNAH INVESTMENT COMPANY

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              President

                                          SAVANNAH MOLASSES & SPECIALTIES
                                           COMPANY

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          SAVANNAH PACKAGING COMPANY

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          SAVANNAH SUGAR REFINING CORPORATION

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                      A-40
<PAGE>

                                          SAVANNAH TOTAL INVERT COMPANY

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                          WHOLESOME SWEETENERS GROUP, LTD.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              as Senior Vice President of
                                              Wholesome Sweeteners LLC, its
                                              general partner

                                          WHOLESOME SWEETENERS L.L.C.

                                          By: /s/ William F. Schwer
                                             ----------------------------------
                                              William F. Schwer
                                              Senior Vice President

                                      A-41