0000950152-07-007426 Sample Contracts

THE J. M. SMUCKER COMPANY NOTE PURCHASE AGREEMENT Dated as of May 31, 2007 $400,000,000 5.55% Senior Notes Due April 1, 2022
Note Purchase Agreement • September 7th, 2007 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York

THE J. M. SMUCKER COMPANY, an Ohio corporation (together with its successors and assigns as permitted hereunder the “Company”), agrees with the Purchasers as follows:

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THIRD AMENDMENT AGREEMENT
Third Amendment Agreement • September 7th, 2007 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • Ohio
THIRD AMENDMENT TO NOTE PURCHASE AGREEMENTS
Note Purchase Agreements • September 7th, 2007 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York

THIS THIRD AMENDMENT, dated as of May 31, 2007 (this “Amendment”) to those certain separate Note Purchase Agreements, each dated as of June 16, 1999 (as amended by that certain First Amendment to Note Purchase Agreements, dated as of November 30, 2001, and that certain Second Amendment to Note Purchase Agreements, dated as of May 27, 2004, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “Existing Note Purchase Agreement”), among The J. M. Smucker Company, an Ohio corporation (the “Company”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “Noteholders”) pursuant to which the Company issued to the Noteholders its 6.77% Senior Notes due June 1, 2009 in the aggregate principal amount of $75,000,000 (collectively, the “Notes”).

THIRD AMENDMENT TO NOTE PURCHASE AGREEMENTS
Note Purchase Agreements • September 7th, 2007 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York

THIS THIRD AMENDMENT, dated as of May 31, 2007 (this “Amendment”) to those certain separate Note Purchase Agreements, each dated as of August 23, 2000 (as amended by that certain First Amendment to Note Purchase Agreements, dated as of November 30, 2001, and that certain Second Amendment to Note Purchase Agreements, dated as of May 27, 2004, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “Existing Note Purchase Agreement”), among The J. M. Smucker Company, an Ohio corporation (the “Company”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “Noteholders”) pursuant to which the Company issued to the Noteholders its (i) 7.70% Series A Senior Notes due September 1, 2005 in the aggregate principal amount of $17,000,000 (which Series A Senior Notes have been fully paid and are no longer outstanding), (ii) 7.87% Series B Senior Notes due September 1, 2007 in the aggregate principal a

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTS
Note Purchase Agreements • September 7th, 2007 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York

THIS SECOND AMENDMENT, dated as of May 27, 2004 (this “Amendment”) to those certain separate Note Purchase Agreements, each dated as of June 16, 1999 (as amended by that certain First Amendment to Note Purchase Agreements, dated as of November 30, 2001, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “Existing Note Purchase Agreement"), among The J. M. Smucker Company, an Ohio corporation (the “Company”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “Noteholders”) pursuant to which the Company issued to the Noteholders its 6.77% Senior Notes due June 1, 2009 in the aggregate principal amount of $75,000,000 (collectively, the "Notes”).

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • September 7th, 2007 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York

THIS FIRST AMENDMENT, dated as of May 31, 2007 (this “Amendment”) to that certain Note Purchase Agreement, dated as of May 27, 2004 (and as in effect immediately prior to the effectiveness of this Amendment, the “Existing Note Purchase Agreement”), among The J. M. Smucker Company, an Ohio corporation (the “Company”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “Noteholders”) pursuant to which the Company issued to the Noteholders its 4.78% Senior Notes due June 1, 2014 in the aggregate principal amount of $100,000,000 (collectively, the “Notes”).

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTS
Note Purchase Agreements • September 7th, 2007 • Smucker J M Co • Canned, fruits, veg, preserves, jams & jellies • New York

THIS SECOND AMENDMENT, dated as of May 27, 2004 (this “Amendment”) to those certain separate Note Purchase Agreements, each dated as of August 23, 2000 (as amended by that certain First Amendment to Note Purchase Agreements, dated as of November 30, 2001, and as in effect immediately prior to the effectiveness of this Amendment, collectively, the “Existing Note Purchase Agreement”), among The J. M. Smucker Company, an Ohio corporation (the “Company”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “Noteholders”) pursuant to which the Company issued to the Noteholders its (i) 7.70% Series A Senior Notes due September 1, 2005 in the aggregate principal amount of $17,000,000, (ii) 7.87% Series B Senior Notes due September 1, 2007 in the aggregate principal amount of $33,000,000, and (iii) 7.94% Series C Senior Notes due September 1, 2010 in the aggregate principal amount of $10,000,000 (collectively, the “Notes”).

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