AMENDED AND RESTATED EMPLOYMENTAGREEMENT

Execution Draft

EXHIBIT 10(A)(2)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into as of October 31, 2007 (the “Effective Date”), by and between Imperial Sugar Company, a Texas corporation (hereafter “Company”) and Robert A. Peiser (hereafter “Executive”), an individual;

W I T N E S S E T H :

WHEREAS, the Company and the Executive previously entered into that certain Employment Agreement dated April 11, 2002 and amended as of December 19, 2005;

WHEREAS, the Company and the Executive each desire to amend the terms and conditions upon which Executive will perform services for the Company;

WHEREAS, Company desires to secure the services of the Executive subject to the terms and conditions hereafter set forth; and

WHEREAS, the Executive desires to enter into this Agreement upon the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties hereto agree as follows:

1. Definitions.

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2. Employment.

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3. Compensation.

4. Duties and Responsibilities of Executive.

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5. Benefits. Subject to the terms and conditions of this Agreement, during the Employment Period, Executive shall be entitled to the following:

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6. Minimum Rights and Payments upon Termination of Employment. The Executive’s right to compensation and benefits for periods after the date on which his employment with the Company terminates for whatever reason (the “Termination Date”) shall be determined in accordance with this Section 6. Executive shall be entitled to the following payments, in addition to any payments or benefits to which the Executive is entitled under the terms of any employee benefit, compensation or stock plan or under any other provision hereunder:

Such salary and accrued vacation shall be paid to Executive within five (5) business days following the Termination Date.

Any payments due Executive pursuant to Sections 7 or 8 and not timely paid by the Company as provided herein and therein shall bear interest from the due date until the date paid at 12 % per annum.

7. Additional Rights and Payments upon Termination of Employment. The Executive shall have the following additional rights to compensation and benefits in accordance with this Section 7:

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8. Change of Control Benefit.

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9. Notice of Termination. Any termination by the Company or the Executive shall be communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, the term “Notice of Termination” means a written notice which indicates the specific termination provision of this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

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10. No Mitigation Required. Executive shall not be required to mitigate the amount of any payment provided for under this Agreement by seeking other employment or in any other manner.

11. Conflicts of Interest. In keeping with his fiduciary duties to Company, Executive hereby agrees that he shall not become involved in a conflict of interest, or upon discovery thereof, allow such a conflict to continue at any time during the Employment Period. Moreover, Executive agrees that he shall immediately disclose to the Board any known facts that might involve a conflict of interest of which the Board is not aware.

Executive and Company recognize and acknowledge that it is not possible to provide an exhaustive list of actions or interests that may constitute a conflict of interest. Moreover, Company and Executive recognize there are many borderline situations. In some instances, full disclosure of facts by the Executive to the Board may be all that is necessary to enable Company to protect its interests. In others, if no improper motivation appears to exist and Company’s interests have not demonstrably suffered, prompt elimination of the outside interest may suffice. The Board reserves the right to take such action that does not otherwise violate this Agreement which it determines in its good faith judgment will resolve the conflict of interest.

Executive hereby agrees that any interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might adversely affect the Company or any of its Affiliated Entities, involves a possible conflict of interest. Circumstances in which a conflict of interest on the part of Executive would or might arise, and which should be reported immediately to the Board, include, but are not limited to, any of the following:

12. Confidential Information.

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13. Agreement Not to Compete. Executive hereby recognizes and acknowledges that: (a) in his executive capacity with Company he will be given knowledge of, and access to, the Confidential Information (as described in Section 12); (b) in the event that Executive was to enter into competition with Company, Executive’s knowledge of such Confidential Information would be of invaluable benefit to a competitor of Company, and could cause irreparable harm to Company’s business interests; and (c) Executive’s consent and agreement to enter into the non-competition provisions and covenants set forth herein is an integral condition of this Agreement, without which Company would not have agreed to provide Confidential Information to Executive nor to his compensation, benefits, and other terms of this Agreement. Accordingly, in consideration for his employment, compensation, benefits, access to and entrustment of Confidential Information, and the goodwill, training and experience provided to Executive during his Employment Period, Executive hereby covenants, consents and agrees that during the Employment Period, and for a period of one (1) year after his employment is terminated for any reason except an Involuntary Termination of Employment, Executive shall not, directly or indirectly, acting alone or in conjunction with others, for his own account or for the account of others, including, without limitation, as an officer, director, stockholder, owner, partner, joint venturer, employee, promoter, consultant, agent, representative, or otherwise:

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For purposes of clarity and not limitation, the non-compete and other provisions of this Section 15 shall not apply to Executive in the event of Executive’s Involuntary Termination of Employment.

Executive hereby agrees that the limitations set forth in this Section 15 on his rights to compete with Company after his termination of employment are reasonable and necessary for the protection of Company. In this regard, Executive specifically agrees that such limitations as to the period of time, geographic area and types and scopes of restriction on his activities, as specified above, are reasonable and necessary to protect the goodwill and other business interests of Company. However, should the time period, the geographic area or any other non-competition provision set forth herein be deemed invalid or unenforceable in any respect, then Executive acknowledges and agrees that, as set forth in Section 20 hereof; reformation may be made with respect to such time period, geographic area or other non-competition provision in order to protect Company’s reasonable business interests to the maximum permissible extent.

14. Remedies. In the event of any pending, threatened or actual breach of any of the covenants or provisions of Section 11, 12 or 13, it is understood and agreed by Executive that the remedy at law for a breach of any of the covenants or provisions of these Sections may be inadequate and, therefore, Company shall be entitled to a restraining order or injunctive relief from any court of competent jurisdiction, in addition to any other remedies at law and in equity. Should a court of competent jurisdiction or an arbitrator (pursuant to Section 24) declare any provision of Section 11, 12 or 13 to be unenforceable due to an unreasonable restriction of duration or geographical are, or for any other reason, such court or arbitrator is hereby granted the consent of each of the Executive and Company to reform such provision and/or to grant the Company any relief, at law or in equity, reasonably necessary to protect the reasonable business interests of Company or any of its Affiliated Entities. Executive hereby acknowledges and agrees that all of the covenants and other provisions of Sections 11, 12 or 13 are reasonable and necessary for the protection of the Company’s reasonable business interests. Executive hereby agrees that if the Company prevails in any action, suit or proceeding with respect to any matter arising out of or in connection with Section 11, 12 or 13, Company shall be entitled to all equitable and legal remedies, including, but not limited to, injunctive relief and compensatory damages.

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15. Defense of Claims. Executive agrees that during the Employment Period and for a period of one (1) year after his Termination Date, upon reasonable request from the Company, he will cooperate with the Company and its Affiliated Entities in the defense of any claims or actions that may be made by or against the Company or any of its Affiliated Entities that affect his prior areas of responsibility, except if Executive’s reasonable interests are adverse to the Company (or Affiliated Entity) in such claim or action as determined by Executive or his counsel. To the extent travel is required to comply with the requirements of this Section 15, the Company shall, to the extent possible, provide Executive with notice at least ten (10) days prior to the date on which such travel would be required. Executive shall receive a consulting fee of the greater of $250 per hour or $1500 per day for all time related to his compliance with this Section 15, including without limitation preparation, consulting and travel time. The Company agrees to promptly pay or reimburse Executive upon demand for all of his reasonable travel and other direct expenses incurred, or to be reasonably incurred, to comply with his obligations under this Section 15.

16. Determinations by the Committee. Any question regarding salary, bonus and other compensation payable to Executive pursuant to this Agreement shall be determined in good faith by the Committee.

17. Withholdings: Right of Offset. Except to the extent that such action would cause a violation of section 409A of the Internal Revenue Code, the Company may withhold and deduct from any benefits and payments made or to be made pursuant to this Agreement (a) all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling, (b) all other normal employee deductions made with respect to Company’s employees generally, and (c) any advances made to Executive and owed to Company.

18. Nonalienation. The right to receive payments under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance by Executive, his dependents or beneficiaries, or to any other person who is or may become entitled to receive such payments hereunder. The right to receive payments hereunder shall not be subject to or liable for the debts, contracts, liabilities, engagements or torts of any person who is or may become entitled to receive such payments, nor may the same be subject to attachment or seizure by any creditor of such person under any circumstances, and any such attempted attachment or seizure shall be void and of no force and effect.

19. Incompetent or Minor Payees. Should the Board determine that any person to whom any payment is payable under this Agreement has been determined to be legally incompetent or is a minor, any payment due hereunder may, notwithstanding any other provision of this Agreement to the contrary, be made in any one or more of the following ways: (a) directly to such minor or person; (b) to the legal guardian or other duly appointed personal representative of the person or estate of such minor or person; or (c) to such adult or adults as have, in the good faith knowledge of the Board, assumed custody and support of such minor or person; and any payment so made shall constitute full and complete discharge of any liability under this Agreement in respect to the amount paid.

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20. Indemnification. The Company shall, to the fullest extent permitted by law, indemnify and hold harmless the Executive from and against any and all liability arising from his service as an employee, officer or director of the Company and its Affiliates. To the fullest extent permitted by law, the Company shall retain counsel to defend Executive or shall advance legal fees and expenses to Executive for counsel selected by Executive in connection with any litigation or proceeding related to service as an employee, officer and director of the Company or any of its Affiliates. This Section 20 shall not limit in any way the rights of Executive to any other indemnification from the Company, as a matter of law, contract or otherwise.

21. Severability. It is the desire of the parties hereto that this Agreement be enforced to the maximum extent permitted by law, and should any provision contained herein be held unenforceable by a court of competent jurisdiction or arbitrator (pursuant to Section 24), the parties hereby agree and consent that such provision shall be reformed to create a valid and enforceable provision to the maximum extent permitted by law; provided, however, if such provision cannot be reformed, it shall be deemed ineffective and deleted herefrom without affecting any other provision of this Agreement.

22. Title and Headings; Construction. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Any and all Exhibits referred to in this Agreement are, by such reference, incorporated herein and made a part hereof for all purposes. The words “herein,” “hereof,” “hereunder” and other compounds of the word “here” shall refer to the entire Agreement and not to any particular provision hereof.

23. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.

24. Arbitration.

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25. Entire Agreement and Amendment. This Agreement contains the entire agreement of the parties with respect to Executive’s employment and the other matters covered herein; moreover, this Agreement supersedes all prior and contemporaneous agreements and understandings, oral or written, between the parties hereto concerning the subject matter hereof. This Agreement may be amended, waived or terminated only by a written instrument executed by both parties hereto.

26. Survival of Certain Provisions. Wherever appropriate to the intention of the parties hereto, the respective rights and obligations of said parties, including, but not limited to, the rights and obligations set forth in Sections 5 through 17, 19 and 24 hereof, shall survive any termination or expiration of this Agreement.

27. Waiver of Breach. No waiver by either party hereto of a breach of any provision of this Agreement by any other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be construed as a waiver of any subsequent breach by such other party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure of either party hereto to take any action by reason of any breach will not deprive such party of the right to take action at any time while such breach continues.

28. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its Affiliated Entities, and its and their successors, and upon any person or entity acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the business and/or assets of Company, but otherwise this Agreement shall not be for the benefit of any third parties. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, no such assumption shall relieve the Company of its obligations hereunder.

This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representative, executors, administrators, successors, heirs, distributees, devisees and legatees or other Beneficiary. In the event of the death of Executive while any amount would still be payable hereunder if such death had not occurred, all such amounts, unless otherwise specifically provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s Beneficiary. “Beneficiary”, for this purpose, shall mean the person or persons designated by Executive in writing to receive any benefits payable to Executive hereunder in the event of his death or, if no such person is so designated, Executive’s surviving spouse if any, or, if not, then Executive’s estate. No Beneficiary designation shall be effective unless it is in writing and received by the Company prior to the date of Executive’s death.

29. Notices. Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received (a) when delivered in person or sent by facsimile transmission, (b) on the first business day after it is sent by air express overnight courier service, or (c) on the third business day following deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid and addressed, to the following address, as applicable:

If to Company, addressed to:

Imperial Sugar Company

P.O. Box 9

Sugar Land, Texas ###-###-####

Attention: Chairman of the Board

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If to Executive, addressed to the address set forth below his name on the execution page hereof;

or to such other address as either party may have furnished to the other party in writing in accordance with this Section 29.

30. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one party hereto, but together signed by both parties.

31. Executive Acknowledgment. Executive acknowledges that (a) he is knowledgeable and sophisticated as to business matters, including the subject matter of this Agreement, (b) he has read the Agreement, and (c) he understands its terms and conditions. Executive represents that he is free to enter into this Agreement including, without limitation, that he is not subject to any other contract of employment or covenant not to compete that would conflict with his duties under this Agreement.

32. Timing of Payments. A payment scheduled to be made under this Agreement as a result of Executive’s termination of employment will be paid or commence as soon as practicable after Executive signs and returns the General Release described above. Unless forfeited by Executive, such payment will be made or commence during the same calendar year as Executive’s termination, or (if later) by the 15th day of the third calendar month following executive’s termination of employment. In no event, however, will Executive be permitted to designate the calendar year of the payment.

[Signature Page Follows.]

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IN WITNESS WHEREOF, Executive has hereunto set his hand and Company has caused this Agreement to be executed in its name and on its behalf by its duly authorized officer, to be effective as of the Effective Date.

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