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                                                                   EXHIBIT 10.9


                       SAVANNAH FOODS & INDUSTRIES, INC.

                   NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN

                        Effective as of August 15, 1996

                                   ARTICLE I
                                  Definitions

1.01 COMMITTEE means the administrative committee appointed by the Board of
     Directors of the Company to administer this Plan.

1.02 COMPANY means Savannah Foods & Industries, Inc.

1.03 COMPENSATION means value payable by the Company to a Director in
     consideration for his or her service as a Director.

1.04 DIRECTOR means a member of the Board of Directors of the Company.

1.05 DIVIDEND EQUIVALENT means the entry in an Account (as defined in Article
     III) of a dividend credit with respect to a Share Unit, each Dividend
     Equivalent being equal to the dividend paid from time to time on a Share.

1.06 FAIR MARKET VALUE means the daily closing price of a Share as reported on
     the New York Stock Exchange (the "Exchange"); provided, however, that in
     the event of a transaction which results in a Change in Control, Fair
     Market Value is the greater of the value so determined or the price of a
     Share in the transaction causing the Change in Control.

1.07 PARTICIPANT means a non-employee Director of the Company.

1.08 PLAN means this Non-Employee Directors' Compensation Plan, as it may be
     amended from time to time.

1.09 POST CHANGE DIVIDEND EQUIVALENT means a Dividend Equivalent determined
     with reference to the stock of an acquiring corporation upon a Change in
     Control.

1.10 POST CHANGE FAIR MARKET VALUE means the Fair Market Value determined with
     reference to the stock of an acquiring corporation upon a Change in
     Control.

1.11 PRIME RATE means the prime interest rate announced from time to time by
     SunTrust Banks, Inc., which shall be deemed to include any successor bank
     or company.

                                   EXHIBIT B

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1.12 SHARE means a share of the Company's authorized voting Common Stock ($.25
     par value per share) and any share or shares of stock of the Company
     hereafter issued or issuable in substitution or exchange for each such
     share.

1.13 SHARE UNIT means the monetary equivalent of one Share.


                                   ARTICLE II
                            Directors' Compensation

2.01 COMPENSATION IN SHARE UNITS - As compensation for service as a Director
     from July 1, 1996 through December 31, 2001, each Director serving at the
     time this Plan is adopted who is a Participant in this Plan shall be
     granted 10,010 Share Units.  Directors elected after the adoption of this
     Plan shall be granted four hundred fifty-five (455) Share Units for each
     calendar quarter between the first quarter following his or her election
     and the last quarter of 2001, inclusive, as of the first day of the
     calendar quarter following his or her election.  Compensation pursuant to
     this Plan shall be in addition to compensation paid to a Director for
     attendance at meetings of the Board of Directors and at meetings of
     committees of the Board of Directors.

2.02 MATURITY OF SHARE UNITS - On the last day of each calendar quarter
     beginning the third quarter of 1996 and ending the fourth quarter of
     2001, Four Hundred Fifty Five (455) of the Share Units granted to a
     Participant under Section 2.01 hereof shall become vested.  If a
     Participant's service as a Director of the Company terminates for any
     reason prior to December 31, 2001, a pro-rata portion of the Share Units
     which would have otherwise vested on the last day of the calendar quarter
     during which such termination occurs shall become vested, all remaining
     unvested Share Units as of the date of such termination shall be
     forfeited, and the Participant shall have no rights hereunder with regard
     to such unvested Share Units, except as otherwise provided herein.

2.03 PAYMENT FOR SHARE UNITS

     (a)    On the date (the "Vesting Date") each Share Unit becomes vested
            pursuant to the terms of this Article II, the Participant shall be
            entitled to receive from the Company, with respect to each such
            vested Share Unit then in the Participant's Account (as defined in
            Article III hereof), an amount (the "Benefit") equal to the Fair
            Market Value on the Vesting Date or, in the event the Exchange is
            closed on the Vesting Date, the next day on which the Exchange is
            open.

     (b)    Payment to a Participant of the Benefit for Share Units shall
            be made in cash in a lump sum on the first business day following
            the Vesting Date, or as soon thereafter, without interest, as
            administratively practicable.


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     (c)    Directors are expected, but not in any way required, to use Benefits
            paid pursuant to this Section 2.03 to acquire common stock in the
            Company and to hold such stock for investment purposes.

2.04 ELECTION TO DEFER

     (a)    Notwithstanding the provisions of Section 2.03 hereof, a
            Participant may make an election (a "Deferral Election") to defer
            the Benefit due hereunder.  Such Deferral Election shall specify
            the form of payment and the date (the "Commencement Date") such
            payments shall be made or begin; provided, however, that such date
            shall not be earlier than the date the Participant terminates
            service on the Board of Directors of the Company and shall not be
            later than the January 1 next following the date the Participant
            reaches seventy (70) years of age.  Such Deferral Election shall be
            made in such manner and form as the Committee shall prescribe, in
            accordance with the terms of this Section 2.04 and other relevant
            provisions of the Plan.

     (b)    Deferral Elections shall be made as follows:

            (1)   For Benefits vesting on September 30 and December
                  31, 1996, within thirty (30) days following the approval of
                  the Plan by the Board of Directors of the Company; and

            (2)   In all other cases, on or before December 31 of the
                  calendar year prior to the calendar year which includes the
                  Vesting Date for such Benefit.

     (c)    If a Participant makes a Deferral Election hereunder, the
            payment of the Benefit to which such Deferral Election relates
            shall be deferred until the Commencement Date.  Upon the
            Commencement Date, the Participant shall be entitled to payment
            from the Company, with respect to each vested Share Unit to which a
            Deferral Election has been made of an amount (the "Severance
            Benefit") equal to the highest closing price of a share during the
            twelve months preceding the date of the Participant's termination
            of service on the Board of Directors of the Company plus the
            Dividend Equivalent.  Payment of the Severance Benefit shall be
            made in cash in a lump sum on the Commencement Date or in quarterly
            installments over a five (5), ten (10) or fifteen (15) year period
            as elected by the Participant on the Deferral Election form.  The
            Severance Benefit shall bear interest, compounded quarterly from
            the date of the Participant's termination of service on the Board
            of Directors of the Company until such Severance Benefit is paid,
            at a rate per annum equal to the Prime Rate determined annually on
            the first business day of each calendar year, and each payment of
            the Severance Benefit shall commence on the Commencement Date.  If
            a Participant who has made a Deferral Election hereunder dies, any
            remaining installments of the Participant's Severance Benefit shall
            be paid to the Participant's

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            Beneficiary (as determined under Article IV of the Plan) in
            accordance with the Participant's elected payment schedule.


                                  ARTICLE III
                                    Accounts

3.01 CREATION OF ACCOUNTS - The Share Units granted under the Plan shall be
     credited to an Account established and maintained for each Participant.
     Subject to any elections made by a Participant pursuant to Article V of
     this Plan (relating to a Change in Control), the number of Share Units in
     an Account shall be appropriately adjusted by the Committee in the event
     of changes in the Company's outstanding common stock by reason of stock
     dividends, stock splits, recapitalizations, reorganizations, mergers,
     consolidations, combinations, exchanges or other relevant changes in
     capitalization, and such adjustments shall be conclusive.  Share Units
     shall not entitle any person to the rights of a stockholder.

3.02 CREDITING DIVIDEND EQUIVALENTS - The fractional Share value of all
     dividends paid on a Share shall be added to each Account as a vested
     fractional Share Unit for each vested Share Unit in the Account.

                                   ARTICLE IV
                          Designation of Beneficiaries

     A Participant may name a beneficiary and a contingent beneficiary (the
"Beneficiary") to receive any payments due him or her at the time of his or her
death, and to receive any benefits due to such Beneficiary hereunder.  The
Participant shall have the right to change such Beneficiary at any time.  In
case of a failure of designation or the death of the designated Beneficiary
without a designated successor, distribution shall be made to the estate of the
Participant.  No designation of Beneficiaries shall be valid unless it is made
in writing, signed by the participant, dated and filed with the Committee.

                                   ARTICLE V
                               Change in Control

5.01 VESTING AND PAYMENT OF BENEFITS UPON CHANGE IN CONTROL

     (a) In the event of a Change in Control (as defined below), all Share
Units awarded under this Plan to Directors serving on June 1, 1996,  shall
become fully vested.  Share Units awarded to Participants who become Directors
after June 1, 1996 shall continue to vest in accordance with the provisions of
Article II hereof.

     (b) Notwithstanding anything herein to the contrary, upon any Potential
Change in Control (as such term is defined in the Benefit Trust Agreement,
dated March 14, 1996, by and

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between Savannah Foods & Industries, Inc., and Wachovia Bank of North Carolina,
as such agreement is or has been amended from time to time), the Company shall
promptly deliver to each Participant an election form (a "Change in Control
Election form") which shall permit each Participant to make the elections
contemplated by this Article V.  A Participant may, at any time at least thirty
(30) days prior to a Change in Control, make any of the elections described in
this Article V (a "Change in Control Election") on such Change in Control
Election form.

           (i) If a Participant so elects, then, in the event of a Change in
      Control, in lieu of the Benefits provided in Article II hereof, the
      Participant shall be entitled to payment from the Company, with respect
      to each vested Share Unit then in the Participant's Account, of an amount
      (the "Post Change Severance Benefit") equal to the Fair Market Value as
      of the date of the Change in Control plus the Dividend Equivalent.
      Payment of the Post Change Severance Benefit shall be made in cash in a
      lump sum on the date the Change in Control occurs or in quarterly
      installments over a period not to exceed the period selected by the
      Participant in his Deferral Election, as elected by the Participant on
      the Change in Control Election form.  If made in installments, such
      payments shall bear interest, compounded quarterly, from the date of the
      Change in Control until such Post Change Severance Benefit is paid, at a
      rate per annum equal to the Prime Rate determined annually on the first
      business day of each calendar year.  Such payment shall occur or commence
      on the first day of the calendar quarter following the date of the Change
      in Control.  If a Participant who has made a Change in Control Election
      hereunder dies, any remaining installments of the Participant's Post
      Change Severance Benefit shall be paid to the Participant's Beneficiary
      (as determined under Article IV of the Plan) in accordance with the
      Participant's elected payment schedule.

           (ii) If a Participant does not make the election specified in
      subparagraph (i) above, then, in the event of a Change in Control, the
      Participant's Severance Benefit under Article II hereof with respect to
      each vested Share Unit then in the Participant's Account shall be an
      amount equal to the Fair Market Value as of the date of the Change in
      Control plus the Dividend Equivalent, plus interest, compounded
      quarterly, from the date of the Change in Control through the date the
      Participant's Severance Benefit is paid, at a rate per annum equal to the
      Prime Rate determined initially on the date of the Change in Control and
      adjusted annually on the first business day of each calendar year.
      Provided, however, that if a Participant so elects, the Participant's
      Severance Benefit under Article II hereof with respect to each vested
      Share Unit then in the Participant's Account shall be an amount equal to
      the Post Change Fair Market Value plus the Post Change Dividend
      Equivalent as of the Commencement Date.  All payments described in this
      subparagraph shall be made in accordance with the provisions of Article
      II hereof.


5.02 DEFINITION OF CHANGE IN CONTROL - For purposes of this Plan, a Change in
     Control shall be deemed to have occurred when and only when the first of
     the following events occurs:


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     (a)    Any "person" (as that term is used in Sections 13(d) and
            14(d)(2) of the Securities Exchange Act of 1934, as amended (the
            "Exchange Act"), other than (1) any employee plan established by
            the Corporation, (2) the Corporation, (3) an underwriter
            temporarily holding securities pursuant to an offering of such
            securities, or (4) a corporation owned, directly or indirectly, by
            stockholders of the Corporation in substantially the same
            proportions as their ownership of the Corporation) is or becomes
            the beneficial owner, directly or indirectly, of securities of the
            Company representing 20% or more of the combined voting power of
            the Company's then outstanding voting securities; or

     (b)    During any period of two consecutive years, individuals who at
            the beginning of such period constituted the Board and any new
            director (other than an individual whose nomination for election is
            in connection with an actual or threatened election contest
            relating to the election of the directors of the Company, as such
            terms are used in Rule 14a-11 of Regulation 14A under the Exchange
            Act) whose appointment, election, or nomination for election by the
            Company's shareholders, was approved by a vote of at least
            two-thirds (2/3) of the directors then still in office who either
            were directors at the beginning of the period or whose appointment,
            election or nomination for election was previously so approved,
            cease for any reason to constitute a majority of the Board; or

     (c)    There is consummated a merger or consolidation of the Company
            or a subsidiary thereof with or into any other corporation, other
            than a merger or consolidation which would result in the holders of
            the voting securities of the Company outstanding immediately prior
            thereto holding securities which represent immediately after such
            merger or consolidation more than 80% of the combined voting power
            of the voting securities of either the Company or the other entity
            which survives such merger or consolidation or the parent of the
            entity which survives such merger or consolidation; or

     (d)    There is consummated a sale or disposition by the Company of
            all or substantially all of the Company's assets.


                                   ARTICLE VI
                                 Death Benefits

6.01 If a Participant who is a director at the time this Plan is adopted dies
     while serving on the Board of Directors, all Share Units awarded under
     this Plan shall become fully vested and the Company shall pay to the
     Participant's Beneficiary (as determined under Article IV of the Plan) for
     each Share Unit for which a Deferral Election has not been made, in cash
     and in a lump sum, an amount equal to the Fair Market Value on the date of
     death plus the Dividend Equivalent, and for each Share Unit for which a
     Deferral Election has been made, the

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      Company shall pay to the Participant's Beneficiary the Severance Benefit
      in the same manner as provided in Section 2.04(c)  above.


                                  ARTICLE VII
                               Source of Payments

     All payments of deferred compensation shall be paid in cash from the
general funds of the Company and the Company shall be under no obligation to
segregate any assets in connection with the maintenance of an Account, nor
shall anything contained in this Plan nor any action taken pursuant to the Plan
create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company and the Participant.  Title to the beneficial
ownership of any assets, whether cash or investments, which the Company may
designate to pay the amount credited to an Account shall at all times remain in
the Company and the Participant shall not have any property interest whatsoever
in any specific assets of the Company.  A Participant's interest in his Account
shall be limited to the right to receive payments pursuant to the terms of this
Plan and such rights to receive shall be no greater than the right of any other
unsecured general creditor of the Company.


                                  ARTICLE VIII
                                 Administration

     8.1 Administrative Authority.  This Plan shall be administered by a
Committee of not less than three (3) members appointed by the Board of
Directors of the Company.  The Board of Directors may from time to time appoint
members of the Committee in substitution for the members previously appointed
and may fill vacancies, however caused.  The Committee shall act by a majority
of the number then constituting the Committee, and such action may be taken
either by a vote at a meeting or in writing without a meeting.  Except as
otherwise specifically provided herein, the Company shall have the sole
responsibility for and sole control of the operation and administration of this
Plan, and shall have the power and authority to take all action and make all
interpretations which may be necessary or appropriate in order to administer
and operate the Plan, including the power, duty, and responsibility to:

      (a) Make determinations as to all disputes or questions arising under the
      Plan, including the power to determine the rights of Participants and
      Beneficiaries and to remedy any ambiguities, inconsistencies, or
      omissions in the Plan;

      (b) Adopt such rules of procedure and regulations, consistent with the
      Plan, as in its opinion may be necessary for the proper and efficient
      administration of the Plan;

      (c) Implement the Plan in accordance with its terms and the rules and
      regulations adopted as above;


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     (d) Make determinations concerning the crediting and distribution of Plan
     Accounts;

     (e) Appoint any persons or firms, or otherwise act to secure specialized
     advice or assistance, as it deems necessary or desirable in connection
     with the administration and operation of the Plan; the Committee shall be
     entitled to rely conclusively upon, and shall be fully protected in any
     action or omission taken by it in good faith reliance upon, the advice or
     opinion of such persons or firms.  The Committee shall have the power and
     authority to delegate from time to time by written instrument all or any
     part of its duties, powers, or responsibilities under the Plan, both
     ministerial and discretionary, as it deems appropriate, to any person or
     committee, and in the same manner to revoke any such delegation of
     duties, powers or responsibilities.  Any action of such person or
     committee in the exercise of such delegated duties, powers or
     responsibilities shall have the same force and effect for all purposes
     hereunder as if such action had been taken by the Committee.

     8.2 Uniformity of Discretionary Acts.  Whenever in the administration or
operation of the Plan discretionary actions by the Company are required or
permitted, such actions shall be consistently and uniformly applied to all
persons similarly situated, and no such action shall be taken which shall
discriminate in favor of any particular person or group of persons.

     8.3 Claims Procedure.  Any person claiming a benefit under the Plan (a
"Claimant") shall present the claim, in writing, to the Committee, and the
Committee shall respond in writing.  If the claim is denied, the written notice
of denial shall state, in a manner calculated to be understood by the Claimant:

      (a) The specific reason or reasons for the denial, with specific
      references to the Plan provisions on which the denial is based;

      (b) A description of any additional material or information necessary for
      the Claimant to perfect his or her claim and an explanation of why such
      material or information is necessary; and

      (c) An explanation of the Plan's claims review procedure.

     The written notice denying or granting the Claimant's claim shall be
provided to the Claimant within ninety (90) days after the Committee's receipt
of the claim, unless special circumstances require an extension of time for
processing the claim.  If such an extension is required, written notice of the
extension shall be furnished by the Committee to the Claimant within the
initial ninety (90) day period and in no event shall such an extension exceed a
period of ninety (90) days from the end of the initial ninety (90) day period.
Any extension notice shall indicate the special circumstances requiring the
extension and the date on which the Committee expects to render a decision on
the claim.  Any claim not granted or denied within the period noted above shall
be deemed to have been denied.


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     Any Claimant whose claim is denied or is deemed to have been denied under
the preceding sentence (or such Claimant's authorized representative), may,
within sixty (60) days after the Claimant's receipt of notice of the denial, or
after the date of the deemed denial, request a review of the denial by notice
given, in writing, to the Company.  Upon such a request for review, the claim
shall be reviewed by the Company (or its designated representative), which may,
but shall not be required to, grant the Claimant a hearing.  In connection with
the review, the Claimant may have representation, may examine pertinent
documents, and may submit issues and comments in writing.

     The decision on review normally shall be made within sixty (60) days of
the Company's receipt of the request for review.  If an extension of time is
required due to special circumstances, the Claimant shall be notified, in
writing, by the Company, and the time limit for the decision on review shall be
extended to one hundred twenty (120) days.  The decision on review shall be in
writing and shall state in a manner calculated to be understood by the
Claimant, the specific reasons for the decision and shall include references to
the relevant Plan provisions on which the decision is based.  The written
decision on review shall be given to the Claimant within the sixty (60) day
(or, if applicable, the one hundred twenty (120) day) period discussed above.
If the decision on review is not communicated to the Claimant within the sixty
(60) day (or, if applicable, the one hundred twenty (120) day) period discussed
above, the claim shall be deemed to have been denied upon review.


                                   ARTICLE IX
                                   Amendment

     9.1 Right to Amend or Terminate.  The Company, by written instrument
executed by the Company, shall have the right to (i) amend the Plan at any time
and with respect to any provisions hereof, and all parties hereto or claiming
any interest hereunder shall be bound by such amendment, and (ii) to terminate
the Plan; provided, however, that no such amendment or termination shall
deprive a Participant or Beneficiary of a right accrued hereunder prior to the
date of the amendment or termination.

     9.2 Amendments to Ensure Proper Characterization of Plan.  Notwithstanding
the provisions of Section 8.1 hereof, the Plan may be amended by the Company at
any time, retroactively if required, if in the opinion of the Company, in order
to ensure that the Plan is characterized as a plan maintained primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees and to conform the Plan to the provisions and
requirements of any applicable law (including ERISA and the Code).  No such
amendment shall be considered prejudicial to any interest of a Participant or
Beneficiary hereunder.



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                                  ARTICLE X
                                Miscellaneous

      10.1 Limitations on Liability of Company.  Neither the establishment of
the Plan nor any modification thereof, nor the creation of any Account under
the Plan, nor the payment of any benefits under the Plan shall be construed as
giving to any Participant or other person any legal or equitable right against
the Company, or any officer or employer thereof except as provided by law or by
any Plan provision.  In no event shall the Company, or any successor, employee,
officer, director, or stockholder of the Company, be liable to any person on
account of any claim arising by reason of the provisions of the Plan or of any
instrument or instruments implementing its provisions, or for the failure of
any Participant, Beneficiary, or other person to be entitled to any particular
tax consequences with respect to the Plan, or any credit or distribution
hereunder.

      10.2 Construction.

           (a) If any provision of the Plan is held to be illegal or invalid,
      such illegality or invalidity shall not affect the remaining provisions
      of the Plan, but shall be fully severable, and the Plan shall be
      construed and enforced as if such provision had never been inserted
      herein.  For all purposes of the Plan, where the context requires, the
      singular shall include the plural, and the plural shall include the
      singular.  Headings of Articles and Sections herein are inserted only for
      convenience of reference and are not to be considered in the construction
      of the Plan.  The laws of the State of Georgia shall govern, control and
      determine all questions of law arising with respect to the Plan and the
      interpretation and validity of its respective provisions, except where
      those laws are preempted by the laws of the United States.  Participation
      under the Plan will not give any Participant the right to be retained in
      the service of the Company nor any right or claim to any benefit under
      the Plan unless such right or claim has specifically accrued hereunder.

           (b) The Plan is intended to be and at all times shall be interpreted
      and administered so as to qualify as an unfunded deferred compensation
      plan, and no provision of the Plan shall be interpreted so as to give any
      individual any right in any assets of the Company which right is greater
      than the rights of a general unsecured creditor of the Company.

      10.3 Spendthrift Provision.

           (a) No amount payable to a Participant or a Beneficiary under the
      Plan will, except as otherwise specifically provided by law, be subject
      in any manner to anticipation, alienation, attachment, garnishment, sale,
      transfer, assignment (either at law or in equity), levy, execution,
      pledge, encumbrance, charge, or any other legal or equitable process, and
      any attempt to do so will be void; nor will any benefit be in any manner
      liable for or subject to the debts, contracts, liabilities, engagements,
      or torts of the person entitled thereto.  Further, neither the
      withholding of taxes from Plan benefit payments nor the recovery under
      the Plan

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<PAGE>   11

     of overpayments of benefits previously made to a Participant or
     Beneficiary shall be construed as an assignment or alienation.

           (b) In the event that any Participant's or Beneficiary's benefits
     hereunder are garnished or attached by order of any court, the Company
     may bring an action or a declaratory judgment in a court of competent
     jurisdiction to determine the proper recipient of the benefits to be paid
     under the Plan.  During the pendency of said action, any benefits that
     become payable shall be held as credits to the Participant's or
     Beneficiary's Account or, if the Company prefers, paid into the court as
     they become payable, to be distributed by the court to the recipient as
     the court deems proper at the close of said action.

     10.4 No Guaranty of Benefits.  Nothing contained in the Plan shall
constitute a guaranty by the Company or any related entity or any other entity
or person that the assets of the Company or any related entity will be
sufficient to pay any benefit hereunder.

     10.5 No Enlargement of Rights.  No Participant or Beneficiary shall have
any right to a benefit under the Plan except in accordance with the terms of
the Plan.  Establishment of the Plan shall not be construed to give any
Participant the right to be retained as a director of the Company.

     10.6 Applicable Law.  The Plan shall be construed and administered under
the laws of the State of Georgia.

     10.7 Gender; Number.  Words in the masculine gender shall include the
feminine gender as appropriate, and the singular shall include the plural, and
vice-versa, unless qualified by the context.

     10.8 Captions and Headings.  Any headings used herein are included for
convenience of reference only and are not to be construed so as to alter the
terms hereof.

     IN WITNESS WHEREOF, this Plan has been duly executed by the Company
effective as of the 15th day of August, 1996.


                                 SAVANNAH FOODS & INDUSTRIES, INC.

                                 
                                 By: /s/ William W. Sprague, III
                                    ------------------------------------
                                                  President 




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ATTEST:

/s/ John M. Tatum
------------------------------------
Secretary


[CORPORATE SEAL]



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