<PAGE>   1


                                                                EXHIBIT 10.10

                       SAVANNAH FOODS & INDUSTRIES, INC.
              NON-EMPLOYEE DIRECTORS' SUPPLEMENTAL SHARE UNIT 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     DIRECTOR means a member of the Board of Directors of the Company.

1.04     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.

1.05     FAIR MARKET VALUE means the highest daily closing price of a Share
         during the preceding twelve month period 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.

1.06     PARTICIPANT means a non-employee Director of the Company who elects to
         become a Participant in the Plan.

1.07     PLAN means this Non-Employee Directors' Supplemental Share Unit Plan,
         as it may be amended from time to time.

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

1.09     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.

1.10     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.

1.11     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.

1.12     SHARE UNIT means the monetary equivalent of one Share.
<PAGE>   2


                                   ARTICLE II
                                  Share Units

2.01     AWARD OF SHARE UNITS - In consideration of agreed upon modifications
         to those certain deferral agreements under the Amended and Restated
         Deferred Compensation Plan for Directors of Savannah Foods and
         Industries, Inc., as amended and restated June 30, 1996 (the "Deferred
         Compensation Plan"), each Director serving at the time this Plan is
         adopted who is a Participant in both this Plan and the Deferred
         Compensation Plan shall be granted a number of Share Units equal to
         one-half of such Director's account balance on June 30, 1996 under the
         Deferred Compensation Plan, divided by eleven (11).  Such Share Units
         shall be fully vested when granted. The number of Share Units granted
         to each Participant hereunder is specified on Exhibit "A" attached
         hereto and made a part hereof.

2.02     PAYMENT FOR SHARE UNITS - Upon a Participant's termination of service
         on the Board of Directors of the Company, the Participant shall be
         entitled to payment from the Company, with respect to each Share Unit
         then in the Participant's Account, of an amount (the "Severance
         Benefit") equal to the Fair Market Value as of the date of such
         termination plus the Dividend Equivalent.  Payment of the Severance
         Benefit shall be made in cash in a lump sum on the first day of the
         calendar quarter following the date of the Participant's termination
         of service on the Board of Directors of the Company.

2.03     ELECTION TO DEFER

         (a)     Notwithstanding the provisions of Section 2.02 hereof, a
                 Participant may make an election (a "Deferral Election") to
                 defer the Severance Benefit due hereunder.  Such Deferral
                 Election shall specify the form of payment and the date (the
                 "Commencement Date") such payments shall 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
                 following the date the Participant reaches seventy (70) years
                 of age.  The Deferral Election shall be made in such manner
                 and form as the Committee shall prescribe, in accordance with
                 the terms of this Section 2.03 and other relevant provisions
                 of the Plan.

         (b)     A Deferral Election hereunder shall be made within ninety (90)
                 days following the approval of the Plan by the Board of
                 Directors of the Company.

         (c)     If a Participant makes a Deferral Election hereunder, the
                 payment of the Severance 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
                 Share Unit of an amount (the "Deferred Severance Benefit")
                 equal to the Fair Market Value as of the date of the
                 Participant's termination of service on the Board of Directors
                 of the Company.  The Deferred Severance Benefit shall be paid
                 in a lump sum or quarterly installments

                                     -2-
<PAGE>   3

                 over a five (5), ten (10) or fifteen (15) year period as
                 elected by the Participant on the Deferral Election form, and
                 it shall bear interest, compounded quarterly, from the date of
                 a Participant's termination of service on the Board of
                 Directors of the Company until such Deferred 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 payments shall commence on the Commencement Date.

2.04     DEATH BENEFITS - If a Participant dies prior to the Commencement Date,
         the Participant's Beneficiary (as determined under Article IV of the
         Plan) shall be entitled to payment from the Company of the Severance
         Benefit in the same manner as provided above for payment to the
         Participant.  If a Participant dies after the Commencement Date, any
         remaining installments of the Participant's Severance Benefit or
         Deferred Severance Benefit, as applicable, 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.


                                  ARTICLE III
                                    Accounts

3.01     CREATION OF ACCOUNTS - The Share Units granted under this 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
         fractional Share Unit for each 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.


                                     -3-
<PAGE>   4


                                   ARTICLE V
                               Change in Control

5.01     PAYMENT OF BENEFITS UPON CHANGE IN CONTROL - 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 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.

         (a)     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 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 of the
                 Change in Control 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, and such payments shall 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.

         (b)     If a Participant does not make the election specified in
                 paragraph (a) 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 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 shall be an amount equal to
                 the Post Change Fair Market Value plus the Post Change
                 Dividend Equivalent as of the Commencement


                                     -4-
<PAGE>   5

                 Date.  All payments described in this paragraph 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:

         (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.


                                     -5-
<PAGE>   6

                                   ARTICLE VI
                               Source of Payments

         All payments of benefits hereunder 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 VII
                                 Administration

         7.1     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;

         (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

                                     -6-
<PAGE>   7

                 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.

         7.2     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.

         7.3     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.

         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

                                     -7-
<PAGE>   8

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 VIII
                                   Amendment

         8.1     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.

         8.2     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.


                                   ARTICLE X
                                 Miscellaneous

         9.1     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

                                     -8-
<PAGE>   9

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.

         9.2     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.

         9.3     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 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


                                     -9-
<PAGE>   10

                 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.

         9.4     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.

         9.5     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.

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

         9.7     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.

         9.8     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



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

[CORPORATE SEAL]





                                    -10-
<PAGE>   11

                                   EXHIBIT A
                                     TO THE
                       SAVANNAH FOODS & INDUSTRIES, INC.
              NON-EMPLOYEE DIRECTORS' SUPPLEMENTAL SHARE UNIT PLAN



<TABLE>
<CAPTION>
                 PARTICIPANT                                SHARE UNITS GRANTED
                 -----------                                -------------------
         <S>     <C>                                                <C>  
         1.      W. Waldo Bradley                                   24,212

         2.      John D. Carswell                                   19,629

         3.      Dale C. Critz                                       3,590

         4.      Lee B. Durham, Jr.                                 18,607

         5.      Arthur M. Gignilliat, Jr.                           9,521

         6.      Robert L. Harrison                                  7,733

         7.      Hugh M. Tarbutton                                  24,663

         8.      Arnold M. Tenenbaum                                 3,665

</TABLE>

                                     -11-