10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2010

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 1-5111

THE J. M. SMUCKER COMPANY

(Exact name of registrant as specified in its charter)

Ohio	34-0538550
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)

One Strawberry Lane
Orrville, Ohio	44667-0280
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (330) 682-3000

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller Reporting Company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act of 1934.
Yes o No þ

The Company had 119,504,695 common shares outstanding on August 31, 2010.

The Exhibit Index is located at Page No. 29.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
	Item 1. Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II. OTHER INFORMATION
	Item 1A. Risk Factors
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
	Item 6. Exhibits
SIGNATURES
INDEX OF EXHIBITS
EX-3.1
EX-3.2
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.6
EX-31.1
EX-31.2
EX-31.3
EX-32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

THE J. M. SMUCKER COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)

	Three Months Ended
	July 31,
	2010			2009
	(Dollars in thousands, except per
	share data)
Net sales	$	1,047,312		$	1,051,526
Cost of products sold		629,424			645,497
Cost of products sold — restructuring		9,453			—
Gross Profit		408,435			406,029
Selling, distribution, and administrative expenses		203,261			201,177
Amortization		18,497			18,377
Merger and integration costs		2,656			16,476
Other restructuring costs		18,104			—
Other operating expense — net		750			1,165
Operating Income		165,167			168,834
Interest income		433			1,371
Interest expense		(16,539	)		(18,951	)
Other income (expense) — net		693			(20	)
Income Before Income Taxes		149,754			151,234
Income taxes		46,873			53,171
Net Income	$	102,881		$	98,063
Earnings per common share:
Net Income	$	0.86		$	0.83
Net Income — Assuming Dilution	$	0.86		$	0.83
Dividends declared per common share	$	0.40		$	0.35

See notes to unaudited condensed consolidated financial statements.

2

THE J. M. SMUCKER COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	July 31, 2010			April 30, 2010
	(Dollars in thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	522,773		$	283,570
Marketable securities		57,075			—
Trade receivables, less allowances		305,418			238,867
Inventories:
Finished products		495,586			413,269
Raw materials		270,341			241,670
		765,927			654,939
Other current assets		49,435			46,254
Total Current Assets		1,700,628			1,223,630
PROPERTY, PLANT, AND EQUIPMENT
Land and land improvements		63,187			62,982
Buildings and fixtures		310,412			308,358
Machinery and equipment		1,007,798			997,374
Construction in progress		43,822			31,426
		1,425,219			1,400,140
Accumulated depreciation		(578,027	)		(541,827	)
Total Property, Plant, and Equipment		847,192			858,313
OTHER NONCURRENT ASSETS
Goodwill		2,806,888			2,807,730
Other intangible assets, net		3,007,187			3,026,515
Other noncurrent assets		57,209			58,665
Total Other Noncurrent Assets		5,871,284			5,892,910
	$	8,419,104		$	7,974,853
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	183,600		$	179,509
Accrued trade marketing and merchandising		79,238			52,536
Current portion of long-term debt		10,000			10,000
Other current liabilities		181,398			236,852
Total Current Liabilities		454,236			478,897
NONCURRENT LIABILITIES
Long-term debt		1,300,000			900,000
Deferred income taxes		1,104,285			1,101,506
Other noncurrent liabilities		165,475			168,130
Total Noncurrent Liabilities		2,569,760			2,169,636
SHAREHOLDERS’ EQUITY
Common shares		29,875			29,780
Additional capital		4,587,777			4,575,127
Retained income		800,571			746,063
Amount due from ESOP Trust		(3,334	)		(4,069	)
Accumulated other comprehensive loss		(19,781	)		(20,581	)
Total Shareholders’ Equity		5,395,108			5,326,320
	$	8,419,104		$	7,974,853

See notes to unaudited condensed consolidated financial statements.

3

THE J. M. SMUCKER COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)

	Three Months Ended July 31,
	2010			2009
	(Dollars in thousands)
OPERATING ACTIVITIES
Net income	$	102,881		$	98,063
Adjustments to reconcile net income to net cash used for operating activities:
Depreciation		29,360			25,271
Amortization		18,497			18,377
Share-based compensation expense		5,392			6,412
Noncash restructuring charges		13,238			—
Loss on sale of assets — net		134			384
Changes in assets and liabilities, net of effect from businesses acquired:
Trade receivables		(66,958	)		(38,672	)
Inventories		(111,907	)		(174,957	)
Accounts payable and accrued items		32,969			16,453
Defined benefit pension contributions		(10,544	)		(350	)
Income taxes		(43,555	)		5,935
Other — net		3,255			17,236
Net cash used for operating activities		(27,238	)		(25,848	)
INVESTING ACTIVITIES
Additions to property, plant, and equipment		(26,946	)		(27,271	)
Maturities of marketable securities		—			2,404
Purchases of marketable securities		(57,037	)		—
Proceeds from disposal of property, plant, and equipment		290			—
Other — net		40			(160	)
Net cash used for investing activities		(83,653	)		(25,027	)
FINANCING ACTIVITIES
Repayments of long-term debt		—			(75,000	)
Proceeds from long-term debt		400,000			—
Quarterly dividends paid		(47,594	)		(41,407	)
Purchase of treasury shares		(5,033	)		(4,873	)
Proceeds from stock option exercises		1,325			1,202
Other — net		2,213			713
Net cash provided by (used for) financing activities		350,911			(119,365	)
Effect of exchange rate changes		(817	)		3,319
Net increase (decrease) in cash and cash equivalents		239,203			(166,921	)
Cash and cash equivalents at beginning of period		283,570			456,693
Cash and cash equivalents at end of period	$	522,773		$	289,772

( ) Denotes use of cash

See notes to unaudited condensed consolidated financial statements.

4

THE J. M. SMUCKER COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

Note A — Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Certain prior year amounts have been reclassified to conform to current year classifications.

Operating results for the three-month period ended July 31, 2010, are not necessarily indicative of the results that may be expected for the year ending April 30, 2011. For further information, reference is made to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2010.

Note B — Recently Issued Accounting Standards

In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update 2010-06, Improving Disclosures about Fair Value Measurements (“ASU 2010-06”), which requires additional disclosures about fair value measurements including transfers in and out of different levels of the fair value hierarchy and a higher level of disaggregation for different types of financial instruments. These disclosure requirements were effective April 30, 2010, for the Company. In addition, for the reconciliation of Level 3 fair value measurements, ASU 2010-06 requires information about purchases, sales, issuances, and settlements to be presented separately. These disclosure requirements will be effective May 1, 2011, for the Company. The Company is currently assessing the impact, if any, on the consolidated financial statements.

Note C — Restructuring

During 2010, the Company announced its plan to restructure certain operations as part of its ongoing efforts to enhance the long-term strength and profitability of its leading brands. The initiative is a long-term investment to optimize production capacity and lower the overall cost structure and includes capital investments for a new state-of-the-art food manufacturing facility in Orrville, Ohio, and consolidation of all coffee production in New Orleans, Louisiana. The plan calls for the closing of four of the Company’s plants — Memphis, Tennessee; Ste. Marie, Quebec; Sherman, Texas; and Kansas City, Missouri. Upon completion, the restructuring will result in the reduction of approximately 700 full-time positions.

The Company expects to incur restructuring costs of approximately $190.0 million, of which $33.3 million has been incurred through July 31, 2010, since the announcement of the plan. The balance of the costs will be incurred over the next four fiscal years as the facilities are closed.

5

The following table summarizes the restructuring activity, including the reserves established and the total amount expected to be incurred.

							Site Preparation
	Long-Lived			Employee			and Equipment			Production
	Asset Charges			Separation			Relocation			Start-up			Other Costs			Total
Total expected restructuring charge	$	90,000		$	47,000		$	22,000		$	21,000		$	10,000		$	190,000
Balance at May 1, 2009	$	—		$	—		$	—		$	—		$	—		$	—
Charge to expense		3,870			1,139			407			16			279			5,711
Cash payments		—			(50	)		(407	)		(16	)		(279	)		(752	)
Noncash utilization		(3,870	)		—			—			—			—			(3,870	)
Balance at April 30, 2010	$	—		$	1,089		$	—		$	—		$	—		$	1,089
Charge to expense		9,453			16,748			1,268			61			27			27,557
Cash payments		—			(10,342	)		(1,268	)		(61	)		(27	)		(11,698	)
Noncash utilization		(9,453	)		(3,785	)		—			—			—			(13,238	)
Balance at July 31, 2010	$	—		$	3,710		$	—		$	—		$	—		$	3,710
Remaining expected restructuring charge	$	76,677		$	29,113		$	20,325		$	20,923		$	9,694		$	156,732

Approximately $9,453 of the total restructuring charges of $27,557 in the three months ended July 31, 2010, were reported in cost of products sold in the accompanying Condensed Statements of Consolidated Income, while the remaining charges were reported in other restructuring costs. The restructuring costs classified as cost of products sold include primarily accelerated depreciation related to property, plant, and equipment that will be used at the affected production facilities until the facilities close or are sold.

Expected employee separation costs include severance, retention bonuses, and pension costs. Severance costs and retention bonuses are being recognized over the estimated future service period of the affected employees. The obligation related to employee separation costs is included in other current liabilities in the Condensed Consolidated Balance Sheets. For information on the impact of the restructuring plan on defined benefit pension and other postretirement benefit plans, see Note I — Pensions and Other Postretirement Benefits.

Other costs include miscellaneous expenditures associated with the Company’s restructuring initiative and are expensed as incurred. These costs include professional fees and other costs related to closing the facilities.

Note D — Share-Based Payments

The Company provides for equity-based incentives to be awarded to key employees and nonemployee directors. These incentives are administered through various plans, and currently consist of restricted shares, restricted stock units, deferred stock units, performance units, and stock options.

Compensation expense related to share-based awards was $5,392 and $6,412 for the three months ended July 31, 2010 and 2009, respectively. Of the total compensation expense for share-based awards recorded, $1,052 and $1,859 was included in merger and integration costs in the Condensed Statements of Consolidated Income for the three months ended July 31, 2010 and 2009, respectively. The related tax benefit recognized was $1,688 and $2,254 for the three months ended July 31, 2010 and 2009, respectively.

As of July 31, 2010, total compensation cost related to nonvested share-based awards not yet recognized was approximately $47,382. The weighted-average period over which this amount is expected to be recognized is approximately 3.2 years.

6

Note E — Common Shares

The following table sets forth common share information.

	July 31, 2010		April 30, 2010
Common shares authorized		150,000,000		150,000,000
Common shares outstanding		119,500,209		119,119,152
Treasury shares		9,103,956		9,485,013

Note F — Reportable Segments

The Company operates in one industry: the manufacturing and marketing of food products. The Company has four reportable segments: U.S. Retail Coffee Market, U.S. Retail Consumer Market, U.S. Retail Oils and Baking Market, and Special Markets. The U.S. Retail Coffee Market segment represents the domestic sales of Folgers®, Dunkin’ Donuts®, and Millstone® branded coffee to retail customers; the U.S. Retail Consumer Market segment primarily includes domestic sales of Smucker’s®, Jif®, and Hungry Jack® branded products; the U.S. Retail Oils and Baking Market segment includes domestic sales of Crisco®, Pillsbury®, Eagle Brand®, and Martha White® branded products; and the Special Markets segment is comprised of the Canada, foodservice, natural foods, and international strategic business areas. Special Markets segment products are distributed domestically and in foreign countries through retail channels, foodservice distributors and operators (e.g., restaurants, schools and universities, health care operations), and health and natural foods stores and distributors.

While the Company’s four reportable segments remain the same for 2011, the calculation of segment profit has been modified to include intangible asset amortization and impairment charges related to segment assets, along with certain other items in each of the segments. These items were previously considered corporate expenses and were not allocated to the segments. This change more accurately aligns the segment financial results with the responsibilities of segment management, most notably in the area of intangible assets. Fiscal 2010 segment profit has been recalculated to be consistent with the current methodology.

7

The following table sets forth reportable segment information.

	Three Months Ended
	July 31,
	2010			2009
Net sales:
U.S. Retail Coffee Market	$	393,570		$	366,229
U.S. Retail Consumer Market		279,275			291,002
U.S. Retail Oils and Baking Market		173,871			194,416
Special Markets		200,596			199,879
Total net sales	$	1,047,312		$	1,051,526
Segment profit:
U.S. Retail Coffee Market	$	111,882		$	111,167
U.S. Retail Consumer Market		71,417			66,123
U.S. Retail Oils and Baking Market		22,587			25,680
Special Markets		34,872			26,694
Total segment profit	$	240,758		$	229,664
Interest income		433			1,371
Interest expense		(16,539	)		(18,951	)
Share-based compensation expense		(4,340	)		(4,553	)
Merger and integration costs		(2,656	)		(16,476	)
Cost of products sold — restructuring		(9,453	)		—
Other restructuring costs		(18,104	)		—
Corporate administrative expenses		(41,038	)		(39,801	)
Other income (expense)		693			(20	)
Income before income taxes	$	149,754		$	151,234

Note G — Debt and Financing Arrangements

Long-term debt consists of the following:

	July 31, 2010		April 30, 2010
7.94% Series C Senior Notes due September 1, 2010	$	10,000	$	10,000
4.78% Senior Notes due June 1, 2014		100,000		100,000
6.12% Senior Notes due November 1, 2015		24,000		24,000
6.63% Senior Notes due November 1, 2018		376,000		376,000
5.55% Senior Notes due April 1, 2022		400,000		400,000
4.50% Senior Notes due June 1, 2025		400,000		—
Total long-term debt	$	1,310,000	$	910,000
Current portion of long-term debt		10,000		10,000
Total long-term debt less current portion	$	1,300,000	$	900,000

On June 15, 2010, the Company issued $400.0 million in 4.50 percent Senior Notes with a final maturity on June 1, 2025. The Senior Notes have a 12-year average maturity. Proceeds from the Senior Notes issuance will be used for general corporate purposes.

All of the Company’s Senior Notes are unsecured and interest is paid semiannually. Prepayments are required on the 5.55 percent Senior Notes, the first of which is $50.0 million on April 1, 2013, and on the 4.50 percent Senior Notes, the first of which is $100.0 million on June 1, 2020.

8

The Company has available an unsecured $400.0 million revolving credit facility with a group of five banks maturing on October 29, 2012, and an unsecured $180.0 million revolving credit facility with a group of three banks maturing on January 31, 2011. Interest on the revolving credit facilities is based on prevailing U.S. Prime, Canadian Base Rate, London Interbank Offered Rate, or Canadian Dealer Offered Rate, as determined by the Company, and is payable either on a quarterly basis or at the end of the borrowing term. At July 31, 2010, the Company did not have a balance outstanding under either revolving credit facility.

The Company’s debt instruments contain certain financial covenant restrictions including consolidated net worth, leverage ratios, and an interest coverage ratio. The Company is in compliance with all covenants.

Note H — Earnings per Share

The following tables set forth the computation of earnings per common share and earnings per common share — assuming dilution.

	Three Months Ended July 31,
	2010		2009
Computation of net income per share:
Net income	$	102,881	$	98,063
Net income allocated to participating securities		987		834
Net income allocated to common stockholders	$	101,894	$	97,229
Weighted-average common shares outstanding		118,156,815		117,654,929
Net income per common share	$	0.86	$	0.83

		Three Months Ended July 31,
	2010			2009
Computation of net income per share — assuming dilution:
Net income		$	102,881	$	98,063
Net income allocated to participating securities			986		834
Net income allocated to common stockholders		$	101,895	$	97,229
Weighted-average common shares outstanding			118,156,815		117,654,929
Dilutive effect of stock options			139,564		81,591
Weighted-average common shares outstanding — assuming dilution			118,296,379		117,736,520
Net income per common share — assuming dilution		$	0.86	$	0.83

The following table reconciles the weighted-average common shares used in the basic and diluted earnings per share disclosures to the total weighted-average shares outstanding.

	Three Months Ended July 31,
	2010		2009
Weighted-average common shares outstanding		118,156,815		117,654,929
Weighted-average participating shares outstanding		1,144,111		1,009,724
Total weighted-average shares outstanding		119,300,926		118,664,653
Dilutive effect of stock options		139,564		81,591
Total weighted-average shares outstanding — assuming dilution		119,440,490		118,746,244

9

Note I — Pensions and Other Postretirement Benefits

The components of the Company’s net periodic benefit cost for defined benefit pension and other postretirement benefit plans are shown below.

	Three Months Ended July 31,
	Defined Benefit Pension Plans						Other Postretirement Benefits
	2010			2009			2010			2009
Service cost	$	1,858		$	1,410		$	405		$	494
Interest cost		6,346			6,097			690			643
Expected return on plan assets		(6,657	)		(5,641	)		—			—
Recognized net actuarial loss (gain)		1,727			1,547			(134	)		(261	)
Termination benefit cost		7,462			—			2,413			—
Curtailment		3,910			—			—			—
Other		288			307			(122	)		(122	)
Net periodic benefit cost	$	14,934		$	3,720		$	3,252		$	754

Upon completion of the restructuring plan discussed in Note C — Restructuring, approximately 700 full-time positions will be reduced. The Company has included the estimated impact of the planned reductions in measuring the net periodic benefit cost of the defined benefit pension and other postretirement benefit plans for the three months ended July 31, 2010. The Company recognized a charge for termination benefits of $7,462 and $2,413 for defined benefit pension and other postretirement benefit plans, respectively, and a curtailment charge of $3,910 for defined benefit pension plans related to the planned reductions during the three months ended July 31, 2010.

Note J — Comprehensive Income

The following table summarizes the components of comprehensive income.

	Three Months Ended
	July 31,
	2010			2009
Net income	$	102,881		$	98,063
Other comprehensive income:
Foreign currency translation adjustments		(3,608	)		25,751
Unrealized (loss) gain on available-for-sale securities		(1,397	)		565
Unrealized gain (loss) on cash flow hedging derivatives		8,968			(244	)
Unrealized loss on pension and other postretirement liabilities		(300	)		—
Income tax expense		(2,863	)		(98	)
Comprehensive income	$	103,681		$	124,037

Note K — Commitments and Contingencies

The Company, like other food manufacturers, is from time to time subject to various administrative, regulatory, and other legal proceedings arising in the ordinary course of business. The Company is a defendant in a variety of legal proceedings, some of which involve claims for damages in unspecified amounts. The Company cannot predict with certainty the results of these proceedings or reasonably determine a range of potential loss. The Company’s policy is to accrue costs for contingent liabilities when such liabilities are probable and amounts can be reasonably estimated. Based on information known to date, the Company does not believe the final outcome of these proceedings will have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

10

Note L — Derivative Financial Instruments

The Company is exposed to market risks, such as changes in foreign currency exchange rates and commodity pricing. To manage the volatility relating to these exposures, the Company enters into various derivative transactions. By policy, the Company historically has not entered into derivative financial instruments for trading purposes or for speculation.

Commodity Price Management. The Company enters into commodity futures and options contracts to manage the price volatility and reduce the variability of future cash flows related to anticipated inventory purchases of green coffee, edible oils, flour, milk, corn, and corn sweetener. The Company also enters into commodity futures and options to manage price risk for energy input costs, including natural gas and diesel fuel. The derivative instruments generally have maturities of less than one year.

Certain of the derivative instruments associated with the Company’s U.S. Retail Oils and Baking Market and U.S. Retail Coffee Market segments meet the hedge criteria according to Financial Accounting Standards Board Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), and are accounted for as cash flow hedges. The mark-to-market gains or losses on qualifying hedges are deferred and included as a component of other comprehensive income to the extent effective, and reclassified to cost of products sold in the period during which the hedged transaction affects earnings. In order to qualify as a hedge of commodity price risk, it must be demonstrated that the changes in the fair value of the commodity’s futures contracts are highly effective in hedging price risks associated with the commodity purchased. Hedge effectiveness is measured at inception and on a monthly basis.

The mark-to-market gains or losses on nonqualifying and ineffective portions of hedges are recognized in cost of products sold immediately.

Foreign Currency Exchange Rate Hedging. The Company utilizes foreign currency forwards and options contracts to manage the effect of foreign currency exchange fluctuations on future cash payments primarily related to purchases of certain raw materials, finished goods, and fixed assets. The contracts generally have maturities of less than one year. At the inception of the contract, the derivative is evaluated and documented for ASC 815 accounting treatment. If the contract qualifies for hedge accounting treatment, to the extent the hedge is deemed effective, the associated mark-to-market gains and losses are deferred and included as a component of other comprehensive income. These gains or losses are reclassified to earnings in the period the contract is executed. The ineffective portion of these contracts is immediately recognized in earnings. Instruments currently used to manage foreign currency exchange exposures do not meet the requirements for hedge accounting treatment and the change in value of these instruments is immediately recognized in cost of products sold.

11

The following table sets forth the fair value of derivative instruments recognized in the Condensed Consolidated Balance Sheet.

	July 31, 2010				April 30, 2010
	Other		Other		Other		Other
	Current Assets		Current Liabilities		Current Assets		Current Liabilities
Derivatives designated as hedging instruments:
Commodity contracts	$	6,252	$	—	$	1,874	$	9
Derivatives not designated as hedging instruments:
Commodity contracts	$	9,095	$	1,632	$	2,414	$	599
Foreign currency exchange contracts		—		210		—		830
Total derivatives not designated as hedging	$	9,095	$	1,842	$	2,414	$	1,429
Total derivatives instruments	$	15,347	$	1,842	$	4,288	$	1,438

The Company has elected to not offset fair value amounts recognized for derivative instruments and its cash margin accounts executed with the same counterparty. The Company maintained cash margin accounts of $5,855 and $5,714 at July 31, 2010 and April 30, 2010, respectively, that are included in other current assets in the Condensed Consolidated Balance Sheets.

The following table presents information on gains and losses recognized on derivatives designated as cash flow hedging relationships, all of which hedge commodity price risk.

	Three Months Ended
	July 31,
	2010			2009
Gain recognized in other comprehensive income (effective portion)	$	8,931		$	732
(Loss) gain reclassified from accumulated other comprehensive loss to cost of products sold (effective portion)		(37	)		976
Change in accumulated other comprehensive loss	$	8,968		$	(244	)
Gain recognized in cost of products sold (ineffective portion)	$	171		$	43

Included as a component in accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets at July 31, 2010 and April 30, 2010, were deferred gains of $12,096 and $3,128, respectively. The related tax impact recognized in accumulated other comprehensive loss was $4,393 and $1,134 at July 31, 2010 and April 30, 2010, respectively. The entire amount of the deferred gain included in accumulated other comprehensive loss at July 31, 2010, is expected to be recognized in earnings within one year as the related commodity is utilized.

The following table presents the gains and losses recognized in cost of products sold on derivatives not designated as qualified hedging instruments.

	Three Months Ended
	July 31,
	2010		2009
Gain (loss) on commodity contracts	$	4,393	$	(604	)
Gain (loss) on foreign currency exchange contracts		477		(5,518	)
Total	$	4,870	$	(6,122	)

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The following table presents the gross contract notional value of outstanding derivative contracts at July 31, 2010 and April 30, 2010.

	July 31, 2010		April 30, 2010
Commodity contracts	$	495,813	$	323,351
Foreign currency exchange contracts		42,755		45,295

Note M — Other Financial Instruments and Fair Value Measurements

Financial instruments, other than derivatives, that potentially subject the Company to significant concentrations of credit risk consist principally of marketable securities and trade receivables. The Company’s marketable securities are in debt securities. Under the Company’s investment policy, it may invest in securities deemed to be investment grade at the time of purchase. The Company determines the appropriate categorization of debt securities at the time of purchase and reevaluates such designation at each balance sheet date.

The fair value of the Company’s financial instruments, other than certain of its fixed-rate long-term debt, approximates their carrying amounts. The following table provides information on the carrying amount and fair value of the Company’s financial instruments.

	July 31, 2010				April 30, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Marketable securities	$	57,075	$	57,075	$	—	$	—
Other investments and securities		33,384		33,384		34,895		34,895
Derivatives financial instruments, net		13,505		13,505		2,850		2,850
Fixed-rate long-term debt		1,310,000		1,691,099		910,000		1,172,467

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect the Company’s market assumptions.

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The following table is a summary of the Company’s financial assets (liabilities) measured at fair value on a recurring basis.

	Quoted Prices in			Significant		Significant
	Active Markets for			Observable		Unobservable
	Identical Assets			Inputs		Inputs		Fair Value at			Fair Value at
	(Level 1)			(Level 2)		(Level 3)		July 31, 2010			April 30, 2010
Marketable securities: (A)
Commercial paper	$	—		$	48,061	$	—	$	48,061		$	—
Municipal obligations		—			9,014		—		9,014			—
Other investments: (B)
Equity mutual funds		10,139			—		—		10,139			11,626
Municipal obligations		—			16,570		—		16,570			16,753
Other investments		495			6,180		—		6,675			6,516
Derivatives: (C)
Commodity contracts, net		13,715			—		—		13,715			3,680
Foreign currency exchange contracts		(210	)		—		—		(210	)		(830	)
Total	$	24,139		$	79,825	$	—	$	103,964		$	37,745

(A)	The Company’s marketable securities consist of commercial paper and municipal obligations valued by a third party using an evaluated pricing methodology.
(B)	The Company’s other investments consist of funds maintained for the payment of benefits associated with nonqualified retirement plans. The funds include equity securities listed in active markets and municipal obligations valued by a third party using an evaluated pricing methodology.
(C)	The Company’s derivatives are valued using quoted market prices. For additional information, see Note L — Derivative Financial Instruments.

Note N — Income Taxes

During the three-month period ended July 31, 2010, the Company’s effective tax rate decreased to 31.3 percent, compared to 35.2 percent in the three-month period ended July 31, 2009, reflecting the impact of increased benefits realized from the domestic manufacturing deduction, lower state income taxes, and a favorable federal income tax determination related to a prior year. During the three-month period ended July 31, 2010, the effective income tax rate varied from the U.S. statutory income tax rate primarily due to the domestic manufacturing deduction partially offset by state income taxes.

Within the next twelve months, it is reasonably possible that the Company could decrease its unrecognized tax benefits by an additional $3.0 million, primarily as a result of expiring statute of limitations periods.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This discussion and analysis deals with comparisons of material changes in the unaudited condensed consolidated financial statements for the three-month periods ended July 31, 2010 and 2009.

The Company is the owner of all trademarks, except Pillsbury® is a trademark of The Pillsbury Company LLC, used under license; and Dunkin’ Donuts® is a registered trademark of DD IP Holder LLC, used under license.

Results of Operations

	Three Months Ended July 31,
	2010			2009
	(Dollars in millions, except per share data)
Net sales	$	1,047.3		$	1,051.5
Operating income	$	165.2		$	168.8
% of net sales		15.8	%		16.1	%
Net income:
Net income	$	102.9		$	98.1
Net income per common share — assuming dilution	$	0.86		$	0.83
Operating income before restructuring and merger and integration costs (1)	$	195.4		$	185.3
% of net sales		18.7	%		17.6	%
Income before restructuring and merger and integration costs: (2)
Income	$	123.6		$	108.7
Income per common share — assuming dilution	$	1.04		$	0.92
(1) Reconciliation to operating income:
Operating income	$	165.2		$	168.8
Merger and integration costs		2.7			16.5
Cost of products sold — restructuring		9.4			—
Other restructuring costs		18.1			—
Operating income before restructuring and merger and integration costs	$	195.4		$	185.3
(2) Reconciliation to net income:
Income before income taxes	$	149.8		$	151.2
Merger and integration costs		2.7			16.5
Cost of products sold — restructuring		9.4			—
Other restructuring costs		18.1			—
Income before income taxes, restructuring, and merger and integration costs		180.0			167.7
Income taxes, as adjusted		56.4			59.0
Income before restructuring and merger and integration costs	$	123.6		$	108.7

Net sales in the first quarter of 2011 were essentially flat compared to the first quarter of 2010 as the impact of favorable sales mix offset an overall volume decline. Operating income decreased approximately two percent in the first quarter of 2011, compared to the first quarter of 2010, as an increase in restructuring and merger and integration costs (“special project costs”) offset the impact of unrealized mark-to-market gains on derivatives and favorable sales mix. Excluding special project costs, operating income increased five percent,

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and operating margin improved to 18.7 percent in the first quarter of 2011, compared to 17.6 percent in the first quarter of 2010. The Company’s net income per diluted share was $0.86 and $0.83 for the first quarters of 2011 and 2010, respectively, an increase of four percent. The Company’s non-GAAP income per diluted share was $1.04 and $0.92 for the first quarters of 2011 and 2010, respectively, an increase of 13 percent as the first quarter of 2011 benefited from the operating income improvements and the impact of a lower effective tax rate compared to the first quarter of 2010.

Net Sales

	Three Months Ended July 31,
							Increase
	2010			2009			(Decrease)			%
	(Dollars in millions)
Net sales	$	1,047.3		$	1,051.5		$	(4.2	)		(0	%)
Adjust for noncomparable items:
Divestiture		—			(9.9	)		9.9			1	%
Foreign currency exchange		(6.7	)		—			(6.7	)		(1	%)
Net sales without divestiture and foreign currency exchange	$	1,040.6		$	1,041.6		$	(1.0	)		(0	%)

The Company achieved volume increases in Folgers® and Dunkin’ Donuts® brand coffee, Jif® peanut butter, Hungry Jack® pancake mixes and syrups, and natural foods beverages. Net sales of $1,047.3 million in the first quarter of 2011 were essentially equal to the first quarter of 2010 as the impact of favorable foreign exchange rates and sales mix offset the impact of the potato business divested in the fourth quarter of 2010 and an overall three percent decline in volume. The volume decline in the first quarter of 2011 was driven by the Company’s oils and baking brands in the U.S. and Canada. The impact of price changes on net sales was not significant in the first quarter of 2011, compared to 2010.

Operating Income

The following table presents components of operating income as a percentage of net sales.

	Three Months Ended July 31,
	2010			2009
Gross profit		39.0	%		38.6	%
Selling, distribution, and administrative expenses:
Marketing		6.6	%		6.6	%
Selling		3.4	%		3.4	%
Distribution		3.5	%		3.5	%
General and administrative		5.9	%		5.6	%
Total selling, distribution, and administrative expenses		19.4	%		19.1	%
Amortization		1.8	%		1.7	%
Restructuring and merger and integration costs		2.0	%		1.6	%
Other operating expense — net		0.0	%		0.1	%
Operating income		15.8	%		16.1	%

Gross profit increased $2.4 million to 39.0 percent of net sales in the first quarter of 2011, from 38.6 percent in the first quarter of 2010. The first quarter of 2011 includes the impact of unrealized mark-to-market gains on commodity derivatives, approximating $6.7 million, which partially offset restructuring charges included in cost of products sold. The impact of raw material costs on gross profit was mixed, as increased costs for green coffee were offset by lower costs for peanuts and certain fruits. Gross profit also benefited in the first quarter of 2011 from favorable sales mix as a larger portion of total Company sales were from coffee, peanut butter, and fruit spreads, all of which generate a higher profit margin.

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Selling, distribution, and administrative expenses increased one percent for the first quarter of 2011, compared to 2010, and increased as a percentage of net sales from 19.1 percent to 19.4 percent. Marketing, selling, and distribution expenses in the first quarter of 2011 each remained relatively even with 2010. General and administrative expenses increased four percent over the same period due to higher depreciation charges and digital marketing initiatives.

Operating income decreased $3.7 million, or two percent, in the first quarter of 2011, compared to 2010, due to an increase in special project costs of approximately $13.7 million. Excluding the impact of special project costs in both periods, operating income increased $10.1 million, or five percent, and improved from 17.6 percent of net sales in 2010, to 18.7 percent in 2011.

Other

Despite an increase in the average invested balance in the first quarter of 2011, compared to 2010, interest income decreased $0.9 million due to a lower overall investment yield during the quarter. Interest expense decreased $2.4 million during the first quarter of 2011, compared to 2010, resulting from overall lower borrowings outstanding during the quarter. Fiscal 2010 debt repayments totaling $625.0 million were made in June and November 2009, and were offset somewhat by the issuance of $400.0 million in Senior Notes on June 15, 2010.

Income taxes decreased $6.3 million in the first quarter of 2011, compared to 2010, and resulted in a quarterly effective tax rate of 31.3 percent in 2011 compared to 35.2 percent in 2010. The fiscal 2011 first quarter effective tax rate reflects benefits realized from an increased deduction related to U.S. manufacturing activities, compared to 2010, together with lower state income taxes, and a favorable federal income tax determination related to a prior year item.

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Segment Results

While the Company’s four reportable segments remain the same for 2011, the calculation of segment profit has been modified to include intangible asset amortization and impairment charges related to segment assets, along with certain other items in each of the segments. These items were previously considered corporate expenses and were not allocated to the segments. This change more accurately aligns the segment financial results with the responsibilities of segment management, most notably in the area of intangible assets. Fiscal 2010 segment profit has been recalculated to be consistent with the current methodology.

	Three Months Ended July 31,
							%
							Increase
	2010			2009			(Decrease)
	(Dollars in millions)
Net sales:
U.S. Retail Coffee Market	$	393.6		$	366.2			7	%
U.S. Retail Consumer Market		279.3			291.0			(4	%)
U.S. Retail Oils and Baking Market		173.9			194.4			(11	%)
Special Markets		200.6			199.9			0	%
Segment profit:
U.S. Retail Coffee Market	$	111.9		$	111.2			1	%
U.S. Retail Consumer Market		71.4			66.1			8	%
U.S. Retail Oils and Baking Market		22.6			25.7			(12	%)
Special Markets		34.9			26.7			31	%
Segment profit margin:
U.S. Retail Coffee Market		28.4	%		30.4	%
U.S. Retail Consumer Market		25.6	%		22.7	%
U.S. Retail Oils and Baking Market		13.0	%		13.2	%
Special Markets		17.4	%		13.4	%

U.S. Retail Coffee Market

The U.S. Retail Coffee Market segment net sales increased seven percent in the first quarter of 2011, compared to a strong first quarter in 2010. Segment volume increased five percent as the Folgers® brand contributed the majority of the improvement and Dunkin’ Donuts® coffee increased 15 percent. Coffee price increases, averaging four percent, were taken during the first quarter of 2011, and also contributed modestly to the net sales increase.

Increased net sales offset higher green coffee costs in the first quarter of 2011, compared to 2010, and resulted in an increase in U.S. Retail Coffee Market segment profit of one percent. Segment profit margin was 28.4 percent in 2011, compared to a strong segment margin in 2010 of 30.4 percent, which reflected lower green coffee costs in 2010.

U.S. Retail Consumer Market

The U.S. Retail Consumer Market segment net sales and volume for the first quarter of 2011 were essentially flat compared to the first quarter of 2010, excluding the potato products business divested in the fourth quarter of 2010. Reported segment net sales and volume for the first quarter of 2011 decreased four percent and three percent, respectively, compared to a strong first quarter of 2010. Volume gains were realized in Jif®

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peanut butter, Smucker’s® Snack’n Waffles® brand waffles, and Hungry Jack® pancake mixes and syrups, offsetting volume declines in toppings. Fruit spreads sales were up due to favorable mix, while volume was down slightly in the first quarter of 2011, compared to the first quarter of 2010, due to the timing of promotions that occurred in the first quarter of 2010, but are planned for the second quarter of 2011.

The U.S. Retail Consumer Market segment profit increased eight percent for the first quarter of 2011, compared to the first quarter in 2010. Additional marketing investments were more than offset by lower raw material costs, primarily peanuts and certain fruits, a decrease in supply chain costs, and favorable product mix associated with peanut butter. Segment profit margin for the quarter improved from 22.7 percent in the first quarter of 2010, to 25.6 percent in 2011. The divestiture of the lower-margin potato business also contributed to the segment profit margin improvement.

U.S. Retail Oils and Baking Market

Net sales and volume in the U.S. Retail Oils and Baking Market segment were down 11 percent and 12 percent, respectively, for the first quarter of 2011, compared to 2010. Net sales and volume declines were driven primarily by Pillsbury® flour and baking mixes and Crisco® oils in a highly competitive and promotional retail environment that has persisted since the fourth quarter of 2010. Planned rationalizations of certain lower-margin baking products also contributed slightly to the decrease in net sales and volume.

The U.S. Retail Oils and Baking Market segment profit decreased 12 percent for the first quarter of 2011, compared to the first quarter of 2010, primarily due to the decline in net sales and higher production costs. Unrealized mark-to-market adjustments on commodity derivatives favorably impacted segment profit in the first quarter of 2011. Segment profit margin decreased modestly during the quarter from 13.2 percent in 2010, to 13.0 percent in 2011.

Special Markets

Net sales in the Special Markets segment in the first quarter of 2011 were flat compared to the first quarter of 2010. Excluding foreign exchange, net sales decreased three percent in the first quarter of 2011, compared to 2010. Volume increased one percent in the first quarter of 2011, compared to 2010, driven by gains in the natural foods, canned milk, condiments, and coffee categories, which offset declines in the flour, oil, and foodservice portion control categories. The impact of volume growth on net sales was more than offset by price decreases and the timing of promotional spending.

Special Markets segment profit margin increased to 17.4 percent from 13.4 percent for the first quarter of 2011, compared to 2010, primarily due to lower supply chain costs, the favorable impact of mix, and unrealized mark-to-market adjustments on derivatives.

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Financial Condition — Liquidity and Capital Resources

Liquidity

	Three Months Ended July 31,
(Dollars in millions)	2010			2009
Net cash used for operating activities	$	(27.2	)	$	(25.8	)
Net cash used for investing activities		(83.7	)		(25.0	)
Net cash provided by (used for) financing activities		350.9			(119.4	)
Net cash used for operating activities	$	(27.2	)	$	(25.8	)
Additions to property, plant, and equipment		(26.9	)		(27.3	)
Free cash flow	$	(54.1	)	$	(53.1	)

On an annual basis, the Company’s principal source of funds is cash generated from operations, supplemented by borrowings against the Company’s revolving credit facilities. Total cash and cash equivalents at July 31, 2010, were $522.8 million compared to $283.6 million at April 30, 2010.

The Company expects a significant use of cash during the first half of each fiscal year, primarily due to seasonal fruit and vegetable procurement, the buildup of inventories to support the Fall Bake and Holiday period, and the additional increase of coffee inventory in advance of the Atlantic hurricane season. The Company expects cash provided by operations in the second half of the fiscal year to exceed the first half of the year, upon completion of the Company’s key promotional periods.

Cash used for operating activities in the first three months of 2011 was $27.2 million compared to $25.8 million in 2010. As is typical in the first half of each fiscal year, the cash generated from earnings was offset by working capital requirements, primarily the seasonal buildup of inventory, and income tax payments.

Cash used for investing activities was $83.7 million in the first three months of 2011, compared to $25.0 million in the same period of 2010. The increased cash used for investing activities in 2011, compared to 2010, was primarily the purchase of $57.0 million of marketable securities in 2011. Cash used for capital expenditures was $26.9 million in the first quarter of 2011, comparable to $27.3 million in 2010. The Company expects capital expenditures to increase throughout the remainder of 2011 as expenditures for the coffee and fruit spreads restructuring project accelerates.

Cash provided by financing activities during the first three months of 2011 was approximately $350.9 million, consisting primarily of the issuance of $400.0 million in Senior Notes offset by quarterly dividend payments of $47.6 million. During the first three months of 2010, total cash of $119.4 million was used for financing purposes consisting primarily of $75.0 million in debt repayments and $41.4 million in quarterly dividend payments. The increased dividend payments in 2011, compared to 2010, resulted primarily from an increase in the quarterly dividend rate from $0.35 to $0.40 per common share during the period.

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Capital Resources

The following table presents the Company’s capital structure:

	July 31, 2010		April 30, 2010
	(Dollars in millions)
Current portion of long-term debt	$	10.0	$	10.0
Long-term debt		1,300.0		900.0
Total debt	$	1,310.0	$	910.0
Shareholders’ equity		5,395.1		5,326.3
Total capital	$	6,705.1	$	6,236.3

The Company has available a $180.0 million revolving credit facility with a group of three banks that expires in January 2011, and a $400.0 million revolving credit facility with a group of five banks that expires in October 2012. No amounts were outstanding against the revolving credit facilities at July 31, 2010.

On June 15, 2010, the Company issued $400.0 million in 4.5 percent Senior Notes with a final maturity on June 1, 2025. The Senior Notes have a 12-year average maturity with required prepayments starting on June 1, 2020. Proceeds from the Senior Notes issuance will be used for general corporate purposes.

Absent any material acquisitions or other significant investments, the Company believes that cash on hand, combined with cash provided by operations and borrowings available under credit facilities, will be sufficient to meet cash requirements for the next twelve months, including capital expenditures, the payment of quarterly dividends, and principal and interest on debt outstanding.

Non-GAAP Measures

The Company uses non-GAAP measures including net sales, excluding divestitures and foreign currency exchange rate impact; operating income, income, and income per diluted share, excluding restructuring and merger and integration costs; and free cash flow as key measures for purposes of evaluating performance internally. The non-GAAP measures are not intended to replace the presentation of financial results in accordance with generally accepted accounting principles (“GAAP”). Rather, the presentation of these non-GAAP measures supplements other metrics used by management to internally evaluate its businesses, and facilitate the comparison of past and present operations. These non-GAAP measures may not be comparable to similar measures used by other companies and may exclude certain nondiscretionary expenses and cash payments.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is exposed to market risk related to changes in interest rates, foreign currency exchange rates, and commodity prices.

Interest Rate Risk. The fair value of the Company’s cash and short-term investment portfolio at July 31, 2010, approximates carrying value. Exposure to interest rate risk on the Company’s long-term debt is mitigated since it is at a fixed rate until maturity. Based on the Company’s overall interest rate exposure as of and during the three-month period ended July 31, 2010, including derivative and other instruments sensitive to interest rates, a hypothetical 10 percent movement in interest rates would not materially affect the Company’s results of operations. Interest rate risk can also be measured by estimating the net amount by which the fair value of the Company’s financial liabilities would change as a result of movements in interest rates. Based on a hypothetical one-percentage point decrease in interest rates at July 31, 2010, the fair value of the Company’s long-term debt would increase by approximately $72 million.

Foreign Currency Exchange Risk. The Company has operations outside the U.S. with foreign currency denominated assets and liabilities, primarily denominated in Canadian currency. Because the Company has foreign currency denominated assets and liabilities, financial exposure may result, primarily from the timing of transactions and the movement of exchange rates. The foreign currency balance sheet exposures as of July 31, 2010, are not expected to result in a significant impact on future earnings or cash flows.

The Company utilizes foreign currency exchange forwards and options contracts to manage the price volatility of foreign currency exchange fluctuations on future cash transactions. The contracts generally have maturities of less than one year. The mark-to-market gains and losses on qualifying hedges are included as a component of other comprehensive income, and reclassified to earnings in the period the contract is executed. The ineffective portion of these contracts is immediately recognized in earnings. Instruments currently used to manage foreign currency exchange exposures do not meet the requirements for hedge accounting treatment and the change in value of these instruments is immediately recognized in cost of products sold. Based on the Company’s hedged foreign currency positions as of July 31, 2010, a hypothetical 10 percent change in exchange rates would result in a loss of fair value of approximately $4.4 million.

Revenues from customers outside the U.S. represented approximately nine percent of net sales during the three-month period ended July 31, 2010. Thus, certain revenues and expenses have been, and are expected to be, subject to the effect of foreign currency fluctuations and these fluctuations may have an impact on operating results.

Commodity Price Risk. Raw materials and other commodities used by the Company are subject to price volatility caused by supply and demand conditions, political and economic variables, weather, investor speculation, and other unpredictable factors. To manage the volatility related to anticipated commodity purchases, the Company uses futures and options with maturities generally less than one year. Certain of these instruments are designated as cash flow hedges. The mark-to-market gains or losses on qualifying hedges are included in other comprehensive income to the extent effective, and reclassified into cost of products sold in the period during which the hedged transaction affects earnings. The mark-to-market gains or losses on nonqualifying, excluded, and ineffective portions of hedges are recognized in cost of products sold immediately.

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The following sensitivity analysis presents the Company’s potential loss of fair value resulting from a hypothetical 10 percent change in market prices.

(Dollars in millions)	July 31, 2010		April 30, 2010
Raw material commodities:
High	$	22.1	$	21.2
Low		2.4		2.3
Average		12.4		11.6

Fair value was determined using quoted market prices and was based on the Company’s net derivative position by commodity for the previous four quarters. The calculations are not intended to represent actual losses in fair value that the Company expects to incur. In practice, as markets move, the Company actively manages its risk and adjusts hedging, derivative, and purchasing strategies as appropriate. The commodities hedged have a high inverse correlation to price changes of the derivative commodity instrument; thus, the Company would expect that any gain or loss in the fair value of its derivatives would generally be offset by an increase or decrease in the fair value of the underlying exposures.

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Certain Forward-Looking Statements

Certain statements included in this Quarterly Report contain forward-looking statements within the meaning of federal securities laws. The forward-looking statements may include statements concerning the Company’s current expectations, estimates, assumptions, and beliefs concerning future events, conditions, plans, and strategies that are not historical fact. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “expects,” “anticipates,” “believes,” “will,” “plans,” and similar phrases.

Federal securities laws provide a safe harbor for forward-looking statements to encourage companies to provide prospective information. The Company is providing this cautionary statement in connection with the safe harbor provisions. Readers are cautioned not to place undue reliance on any forward-looking statements as such statements are by nature subject to risks, uncertainties, and other factors, many of which are outside of the Company’s control and could cause actual results to differ materially from such statements and from the Company’s historical results and experience. These risks and uncertainties include, but are not limited to, the following:

• volatility of commodity markets from which raw materials, particularly green coffee beans, wheat, soybean oil, milk, and peanuts, are procured and the related impact on costs;

• risks associated with hedging, derivative, and purchasing strategies employed by the Company to manage commodity pricing risks, including the risk that such strategies could result in significant losses and adversely impact the Company’s liquidity;

• crude oil price trends and their impact on transportation, energy, and packaging costs;

• the ability to successfully implement price changes;

• the success and cost of introducing new products and the competitive response;

• the success and cost of marketing and sales programs and strategies intended to promote growth in the Company’s businesses;

• general competitive activity in the market, including competitors’ pricing practices and promotional spending levels;

• the successful completion of the Company’s restructuring programs, and the ability to realize anticipated savings and other potential benefits within the time frames currently contemplated;

• the impact of food safety concerns involving either the Company or its competitors’ products;

• the impact of accidents and natural disasters, including crop failures and storm damage;

• the concentration of certain of the Company’s businesses with key customers and suppliers and the ability to manage and maintain key relationships;

• the loss of significant customers or a substantial reduction in orders from such customers or the bankruptcy of any such customer;

• changes in consumer coffee preferences, and other factors affecting the coffee business, which represents a substantial portion of the Company’s business;

• the ability of the Company to obtain any required financing;

• the timing and amount of the Company’s capital expenditures, restructuring costs, and merger and integration costs;

• impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets or changes in useful lives of other intangible assets;

• the impact of new or changes to existing governmental laws and regulations or their application;

• the impact of future legal, regulatory, or market measures regarding climate change;

• the outcome of current and future tax examinations, changes in tax laws and other tax matters, and their related impact on the Company’s tax positions;

• foreign currency and interest rate fluctuations;

• political or economic disruption;

• other factors affecting share prices and capital markets generally; and

• the other factors described under “Risk Factors” in registration statements filed by the Company with the Securities and Exchange Commission and in the other reports and statements filed by the

24

Company with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and proxy materials.

Readers are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this Quarterly Report. The Company does not undertake any obligation to update or revise these forward-looking statements to reflect new events or circumstances.

Item 4. Controls and Procedures.

     Evaluation of Disclosure Controls and Procedures. The Company’s management, including the Company’s principal executive officers and principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of July 31, 2010 (the “Evaluation Date”). Based on that evaluation, the Company’s principal executive officers and principal financial officer have concluded that as of the Evaluation Date, the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to the Company’s management, including the chief executive officers and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

     Changes in Internal Controls. There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended July 31, 2010, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1A. Risk Factors.

The Company’s business, operations, and financial condition are subject to various risks and uncertainties. The risk factors described in “Part I, Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended April 30, 2010, as revised below, should be carefully considered, together with the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q and in the Company’s other filings with the Securities and Exchange Commission in connection with evaluating the Company, its business, and the forward-looking statements contained in this Quarterly Report. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial also may affect the Company. The occurrence of any of these known or unknown risks could have a material adverse impact on the Company’s business, financial condition, and results of operations.

The risk factor described below updates the risk factors disclosed in “Part 1, Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended April 30, 2010:

•

Increases in logistics and other transportation-related costs could adversely impact the Company’s results of operations. The Company’s ability to competitively serve customers depends on the availability of reliable transportation.

Logistics and other transportation-related costs have a significant impact on the Company’s earnings and results of operations. The Company uses multiple forms of transportation to bring the Company’s products to market. They include ships, trucks, intermodals, and railcars. Disruption to the timely supply of these services or increases in the cost of these services for any reason, including availability or cost of fuel, regulations affecting the industry, labor shortages in the transportation industry, service failures by third-party service providers, accidents or natural disasters (which may impact the transportation infrastructure or demand for transportation services), could have an adverse effect on the Company’s ability to serve its customers, and could have a material adverse effect on financial performance.

26

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Not applicable.

(b) Not applicable.

(c) Issuer Purchases of Equity Securities

	(a)		(b)		(c)		(d)
							Maximum Number (or
					Total Number of		Approximate Dollar
					Shares Purchased		Value) of Shares That
	Total Number				as Part of Publicly		May Yet Be Purchased
	of Shares		Average Price		Announced Plans		Under the Plans or
Period	Purchased		Paid Per Share		or Programs		Programs
May 1, 2010 - May 31, 2010		2,238	$	42.45		—		3,744,222
June 1, 2010 - June 30, 2010		84,800		49.35		—		3,744,222
July 1, 2010 - July 31, 2010		1,623		44.28		—		3,744,222
Total		88,661	$	49.08		—		3,744,222

Information set forth in the table above represents activity in the Company’s first fiscal quarter.

(a)

Shares in this column include shares repurchased as part of publicly announced plans, if any, as well as shares repurchased from stock plan recipients in lieu of cash payments.

(d)

Since August 2004, the Company’s Board of Directors has authorized management to repurchase up to 10 million common shares. Share repurchases will occur at management’s discretion with no established expiration date. The Company has repurchased a total of 6,255,778 common shares since November 2004 under the buyback program authorized by the Company’s Board of Directors. At July 31, 2010, the Company had remaining authorization to repurchase 3,744,222 common shares under this program. Under the transaction agreement relating to the merger with The Folgers Coffee Company and related ancillary agreements, the Company may repurchase common shares only under specific conditions. As a result, the Company does not anticipate that it will repurchase shares for a period of at least two years following the closing of the merger which occurred on November 6, 2008.

Item 6. Exhibits.

See the Index of Exhibits that appears on Page No. 29 of this Quarterly Report.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

September 9, 2010	THE J. M. SMUCKER COMPANY
	/s/ Timothy P. Smucker
	BY TIMOTHY P. SMUCKER
	Chairman of the Board and Co-Chief Executive Officer
	/s/ Richard K. Smucker
	BY RICHARD K. SMUCKER
	Executive Chairman and Co-Chief Executive Officer
	/s/ Mark R. Belgya
	BY MARK R. BELGYA
	Senior Vice President and Chief Financial Officer

28

INDEX OF EXHIBITS

Exhibit
No.	Description
3.1	Amended Articles of Incorporation of The J. M. Smucker Company (Commission File 001-5111).
3.2	Amended Regulations of The J. M. Smucker Company (Commission File 001-5111).
10.1	Sixth Amendment, dated as of June 11, 2010, to Note Purchase Agreements, each dated as of August 23, 2000 (Commission File 001-5111).
10.2	Fourth Amendment, dated as of June 11, 2010, to Note Purchase Agreement, dated as of May 27, 2004 (Commission File 001-5111).
10.3	Third Amendment, dated as of June 11, 2010, to Note Purchase Agreement, dated as of May 31, 2007 (Commission File 001-5111).
10.4	Second Amendment, dated as of June 11, 2010, to Note Purchase Agreement, dated as of October 23, 2008 (Commission File 001-5111).
10.5	Note Purchase Agreement, dated as of June 15, 2010, by and among The J. M. Smucker Company and each of the Purchasers signatory thereto, incorporated herein by reference to the Company’s Periodic Report on Form 8-K filed on June 17, 2010 (Commission File 001-5111).
10.6	Form of Deferred Stock Units Agreement (Commission File 001-5111). *
31.1	Certifications of Timothy P. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act
31.2	Certifications of Richard K. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act
31.3	Certifications of Mark R. Belgya pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document

* Management contract or compensatory plan or agreement.

29

EX-3.1

Exhibit 3.1

AMENDED
ARTICLES OF INCORPORATION
OF
THE J. M. SMUCKER COMPANY

     FIRST. The name of the Company is The J. M. Smucker Company.

     SECOND. The place in Ohio where its principal office is located is the City of Orrville, in Wayne County.

     THIRD. The purpose or purposes of the Company are:

     (a) To manufacture, preserve, can, pack, purchase, sell, import, export, store, hold, use, distribute, transport; and deal in and with food products, food by-products, and containers therefor;

     (b) To manufacture, to purchase, lease, or otherwise acquire, to hold and use, to sell, lease, or otherwise dispose of, and to deal in or with personal property of any description and any interest therein;

     (c) To purchase, lease, or otherwise acquire, to invest in, hold, use, and encumber, to sell, lease, exchange, transfer, or otherwise dispose of, and to construct, develop, improve, equip, maintain, and operate structures and real property of any description and any interest therein;

     (d) To borrow money, to issue, sell, and pledge its notes, bonds, and other evidences of indebtedness, to secure any of its obligations by mortgage, pledge, or deed of trust of all or any of its property, and to guarantee and secure obligations of any person, all to the extent necessary, useful, or conducive to carrying out any of the purposes of the Company;

     (e) To invest its funds in any shares or other securities of another corporation, business, or undertaking or of a government, governmental authority, or governmental subdivision; and

     (f) To do whatever is deemed necessary, useful, or conducive to carrying out any of the purposes of the Company and to exercise all other authority enjoyed by corporations generally by virtue of the provisions of Chapter 1701 of the Ohio Revised Code.

     FOURTH. The authorized number of shares of the Company is 156,000,000 consisting of 6,000,000 serial preferred shares without par value (“Serial Preferred Shares”) and 150,000,000 common shares without par value (“Common Shares”). This Article Fourth may be amended by the Board of Directors without shareholder approval as permitted by Chapter 1701 of the Ohio Revised Code; as it may be amended from time to time.

DIVISION I
Express Terms of Serial Preferred Shares

     The Serial Preferred Shares may be issued from time to time in series. Each Serial Preferred Share of any one series shall be identical with each other share of the same series in all respects, except as to the date from which dividends thereon shall be cumulative; and all Serial Preferred Shares of all series shall rank equally and shall be identical, except that there may be variations in respect of the dividend rate, the dates of payment of dividends and the dates from which they are cumulative, redemption rights and price, sinking fund requirements, conversion rights, liquidation price, and restrictions on the issuance of shares of the same series or of any other class or series. Subject to the requirement that all Serial Preferred Shares shall be identical in respect of voting rights and rights of alteration of express terms, the Board of Directors, without any further action by the shareholders, may, at any time and from time to time, adopt an amendment or amendments to these Amended Articles of Incorporation, or adopt further Amended Articles of Incorporation, in respect of any Serial Preferred Shares that constitute unissued or treasury shares at the time of such adoption for the purpose of dividing any or all of such Serial Preferred Shares into such series as the Board of Directors shall determine and fix the express terms of any such series of Serial Preferred Shares, which may include statements specifying:

     (a) Dividend rights, which may be cumulative or non-cumulative, at a specified rate, amount, or proportion, with or without further participation rights, and in preference to, junior to, or on a parity in whole or in part with dividend rights of shares of any other class or series;

     (b) Redemption rights and price;

     (c) Sinking fund requirements, which may require the Company to provide a sinking fund out of earnings or otherwise for the purchase or redemption of such shares or for dividends thereon;

     (d) Voting rights, which may be full, limited or denied, except as otherwise required by law;

     (e) Conversion rights;

     (f) Liquidation rights, preferences, and price; and

     (g) Restrictions on the issuance of shares of any class or series of the Company.

DIVISION I-A
SERIES A JUNIOR PARTICIPATING PREFERRED SHARES

     Section 1. There is established hereby a series of Serial Preferred Shares that shall be designated Series A Junior Participating Preferred Shares (hereinafter sometimes called this “Series” or the “Series A Junior Participating Preferred Shares”) and that shall have the terms set forth in this Division I-A.

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     Section 2. The number of shares of this Series shall be 1,500,000.

     Section 3. a) The holders of record of Series A Junior Participating Preferred Shares shall be entitled to receive, when and as declared by the Directors in accordance with the terms hereof, out of funds legally available for the purpose, cumulative quarterly dividends payable in cash on the first day of March, June, September, and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a Series A Junior Participating Preferred Share or fraction of a Series A Junior Participating Preferred Share. Such quarterly dividend payments shall be in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 per share or (ii) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, plus 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in Common Shares, or a subdivision of the outstanding Common Shares (by reclassification or otherwise)), declared on the Common Shares since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any Series A Junior Participating Preferred Share or fraction of a Series A Junior Participating Preferred Share. In the event the Company shall at any time declare or pay any dividend on the Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount to which holders of Series A Junior Participating Preferred Shares were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

     Dividends shall begin to accrue and be cumulative on outstanding Series A Junior Participating Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Junior Participating Preferred Shares, unless (i) the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or (ii) the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. No dividends shall be paid upon or declared and set apart for any Series A Junior Participating Preferred Shares for any dividend period unless at the same time a dividend for the same dividend period, ratably in proportion to the respective annual dividend rates fixed therefor, shall be paid upon or declared and set apart for all Serial Preferred Shares of all series then outstanding and entitled to receive such dividend. The Directors may fix a record date for the determination of holders of Series A Junior Participating Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 40 days prior to the date fixed for the payment thereof.

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     Section 4. The Series A Junior Participating Preferred Shares are not redeemable.

     Section 5. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company (hereinafter referred to as a “Liquidation”), no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon Liquidation) to the Series A Junior Participating Preferred Shares, unless, prior thereto, the holders of Series A Junior Participating Preferred Shares shall have received at least an amount per share equal to 100 times the then applicable Purchase Price as defined in the Rights Agreement dated as of May 20, 2009, between the Company and Computershare Trust Company, N.A., as the same may be from time to time amended in accordance with its terms (which Purchase Price is $140.00 as of May 20, 2009), subject to adjustment from time to time as provided in the Rights Agreement, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment, provided that the holders of Series A Junior Participating Preferred Shares shall be entitled to receive at least an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of Common Shares (the “Series A Junior Participating Preferred Shares Liquidation Preference”).

     (b) In the event, however, that the net assets of the Company are not sufficient to pay in full the amount of the Series A Junior Participating Preferred Shares Liquidation Preference and the liquidation preferences of all other series of Serial Preferred Shares, if any, which rank on a parity with the Series A Junior Participating Preferred Shares as to distribution of assets in Liquidation, all shares of this Series and of such other series of Serial Preferred Shares shall share ratably in the distribution of assets (or proceeds thereof) in Liquidation in proportion to the full amounts to which they are respectively entitled.

     (c) In the event the Company shall at any time declare or pay any dividend on the Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount to which holders of Series A Junior Participating Preferred Shares were entitled immediately prior to such event pursuant to the proviso set forth in paragraph (a) above, shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

     (d) The merger or consolidation of the Company into or with any other corporation, or the merger of any other corporation into it, or the sale, lease or conveyance of all or substantially all the property or business of the Company, shall not be deemed to be a Liquidation for the purpose of this Section 5.

     Section 6. The Series A Junior Participating Preferred Shares shall not be convertible into Common Shares.

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DIVISION II
Express Terms of Common Shares

     SECTION 1. Except as expressly set forth in Section 2 of this Division II, each outstanding Common Share shall entitle the holder thereof to one vote on each matter properly submitted to the shareholders for their vote, consent, waiver, release, or other action, including any vote or consent for the election or removal of directors.

     SECTION 2. (a) Notwithstanding Section 1 of this Division II, each outstanding Common Share shall entitle the holder thereof to ten votes on each of the following matters properly submitted to the shareholders to the extent such matters (x) are required under the Ohio Revised Code, any provisions of these Amended Articles of Incorporation or the Regulations of the Company or applicable stock exchange rules, to be submitted to the shareholders for their vote, consent, waiver or other action or (y) are submitted or presented to the shareholders for their vote, consent waiver or other action: (1) any matter that relates to or would result in the dissolution or liquidation of the Company, whether voluntary or involuntary, and whether pursuant to Section 1701.86 or 1701.91 of the Ohio Revised Code or otherwise, (2) the adoption of any amendment to these Amended Articles of Incorporation, or the Regulations of the Company, or the adoption of Amended Articles of Incorporation, other than the adoption of any amendment or Amended Articles of Incorporation that increases the number of votes to which holders of Common Shares are entitled or expand the matters to which this Section 2(a) applies, (3) any proposal or other action to be taken by the shareholders of the Company, whether or not proposed by the shareholders of the Company, and whether proposed by authority of the Board of Directors or otherwise, relating to the Amended and Restated Rights Agreement, dated as of August 28, 2000, as it may be amended from time to time pursuant to its terms, or any successor plan, (4) any matter relating to any stock option plan, stock purchase plan, executive compensation plan, executive benefit plan, or other similar plan, arrangement or agreement, (5) adoption of any agreement or plan of or for the merger, consolidation, or majority share acquisition of the Company or any subsidiary with or into any other person, whether domestic or foreign, corporate, or noncorporate, or the authorization of the lease, sale, exchange, transfer or other disposition of all, or substantially all, of the Company’s assets, (6) any matter submitted to the shareholders pursuant to Article Fifth or Article Seventh of these Amended Articles of Incorporation, as they may be further amended, or any issuance of shares of the Company for which shareholder approval is required by applicable stock exchange rules or (7) any matter relating to the issuance of shares of the Company, or the repurchase of shares of the Company that the Board of Directors determines is required or appropriate to be submitted to the shareholders under the Ohio Revised Code or applicable stock exchange rules, except that:

     (i) no holder of Common Shares shall be entitled to exercise more than one vote on any such matter in respect of any Common Share with respect to which there has been a change in beneficial ownership following the Effective Time of the Merger (as such terms are defined in the Transaction Agreement, dated as of June 4, 2008, as it may be amended from time to time (the “Transaction Agreement”), by and among The Procter & Gamble Company, The Folgers Coffee Company, Moon Merger Sub, Inc. and the Company) and during the four years immediately preceding the date on which a determination is made of the shareholders who are entitled to take any such action; and

Page 5

     (ii) no holder shall be entitled to exercise more than one vote on any such matter in respect of any Common Share if the aggregate voting power such holder otherwise would be entitled to exercise as of the date of such a determination (disregarding the voting power of any Common Shares held by such holder on August 20, 1985 or acquired by such holder in a transaction not involving any change in beneficial ownership by reason of Section 2(c) of this Division II) would constitute one-fifth or more of the voting power of the Company and the holders of the Common Shares have not authorized the ownership of Common Shares by such person as and to the extent contemplated by Article Seventh hereof.

     (b) A change in beneficial ownership of an outstanding Common Share shall be deemed to have occurred whenever a change occurs in any person or group of persons who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares (1) voting power, which includes the power to vote, or to direct the voting of such Common Share, (2) investment power, which includes the power to direct the sale or other disposition of such Common Share, (3) the right to receive or retain the proceeds of any sale or other disposition of such Common Share, or (4) the right to receive any distributions, including cash dividends, in respect of such Common Share.

     (A) In the absence of proof to the contrary provided in accordance with the procedures referred to in Section 2(d) of this Division II, a change in beneficial ownership shall be deemed to have occurred whenever a Common Share is transferred of record into the name of any other person.

     (B) In the case of a Common Share held of record in the name of a corporation, general partnership, limited partnership, voting trustee, bank, trust company, broker, nominee or clearing agency, if it has not been established pursuant to the procedures referred to in Section 2(d) of this Division II that there has been no change in the person or persons who direct the exercise of the rights referred to in clauses (b)(1) through (b)(4) of Section 2 of this Division II with respect to such Common Share during the period of four years immediately preceding the date on which a determination is made of the shareholders who are entitled to take any action, then a change in beneficial ownership shall be deemed to have occurred during such period.

     (C) In the case of a Common Share held of record in the name of any person as a trustee, agent, guardian or custodian under the Uniform Gifts to Minors Act as in effect in any state, a change in beneficial ownership shall be deemed to have occurred whenever there is a change in the beneficiary of such trust, the principal of such agent, the ward of such guardian or the minor for whom such custodian is acting or in such trustee, agent, guardian or custodian.

     (D) In the case of Common Shares beneficially owned by a person or group of persons who, after acquiring directly or indirectly the beneficial ownership of five percent of the outstanding Common Shares, failed to notify the Company of such ownership, a change in beneficial ownership of such Common Shares shall be deemed to occur on each day while such failure continues.

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     (c) Notwithstanding anything in this Section 2 of this Division II to the contrary, no change in beneficial ownership shall be deemed to have occurred solely as a result of:

     (1) any event that occurred prior to August 20, 1985 or pursuant to the terms of any contract (other than a contract for the purchase and sale of Common Shares contemplating prompt settlement), including contracts providing for options, rights of first refusal and similar arrangements in existence on such date to which any holder of Common Shares is a party;

     (2) any transfer of any interest in a Common Share pursuant to a bequest or inheritance, by operation of law upon the death of any individual, or by any other transfer without valuable consideration, including a gift that is made in good faith and not for. the purpose of circumventing this Article Fourth;

     (3) any change in the beneficiary of any trust, or any distribution of a Common Share from trust, by reason of the birth, death, marriage or divorce of any natural person, the adoption of any natural person prior to age 18 or the passage of a given period of time or the attainment by any natural person of a specific age, or the creation or termination of any guardianship or custodial arrangement;

     (4) any appointment of a successor trustee, agent, guardian or custodian with respect to a Common Share if neither such successor has nor its predecessor had the power to vote or to dispose of such Common Share without further instructions from others;

     (5) any change in the person to whom dividends or other distributions in respect of a Common Share are to be paid pursuant to the issuance or modification of a revocable dividend payment order; or

     (6) any issuance of a Common Share by the Company or any transfer by the Company of a Common Share held in treasury unless otherwise determined by the Board of Directors at the time of authorizing such issuance, or transfer, including without limitation those Common Shares issued pursuant to the Transaction Agreement.

     (d) For purposes of Section 2 of this Division II, all determinations concerning changes in beneficial ownership, or the absence of any such change, shall be made by the Company or, at any time when a transfer agent is acting with respect to the Common Shares, by such transfer agent on the Company’s behalf. Written procedures designed to facilitate such determinations shall be established by the Company and refined from time to time. Such procedures shall provide, among other things, the manner of proof of facts that will be accepted and the frequency with which such proof may be required to be renewed. The Company and any transfer agent shall be entitled to rely on all information concerning beneficial ownership of the Common Shares coming to their attention from any source and in any manner reasonably deemed by them to be reliable, but neither the Company nor any transfer agent shall be charged with any other knowledge concerning the beneficial ownership of the Common Shares.

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     (e) In the event of any stock split or stock dividend with respect to the Common Shares, each Common Share acquired by reason of such split or dividend shall be deemed to have been beneficially owned by the same person continuously from the same date as that on which beneficial ownership of the Common Share, with respect to which such Common Share was distributed, was acquired.

     SECTION 3. No reference to any matter in this Division II shall be deemed to entitle any shareholder of the Company the right to vote thereon, consent thereto, grant a waiver or release in respect thereof, or take any other action with respect thereto.

     SECTION 4. Each Common Share, whether at any particular time the holder thereof is entitled to exercise ten votes or one vote pursuant to Section 2 of this Division II, shall be identical to all other Common Shares in all respects, and together the Common Shares shall constitute a single class of shares of the Company.

     FIFTH. (a) Unless the conditions set forth in clauses (1) through (4) of this paragraph (a) are satisfied, the affirmative vote of the holders of 85% of all shares of the Company entitled to vote in elections of Directors, considered for the purposes of this Article Fifth as one class, shall be required for the adoption or authorization of a business combination (as hereinafter defined) with any other entity (as hereinafter defined) if, as of the record date for the determination of shareholders entitled to notice thereof and to vote thereon, the other entity is the beneficial owner, directly or indirectly, of more than 30% of the outstanding shares of the Company entitled to vote in elections of Directors, considered for the purposes of this Article Fifth as one class. The 85% voting requirement set forth in the foregoing sentence shall not be applicable if:

     (1) The cash, or fair market value of other consideration, to be received per share by holders of Common Shares of the Company in the business combination is at least an amount equal to (A) the highest per share price paid by the other entity in acquiring any of its holdings of the Common Shares of the Company plus (B) the aggregate amount, if any, by which 5% per annum of the per share price exceeds the aggregate amount of all dividends paid in cash, in each case since the date on which the other entity acquired the 30% interest;

     (2) After the other entity has acquired a 30% interest and prior to the consummation of the business combination: (A) the other entity shall have taken steps to ensure that the Company’s Board of Directors included at all times representation by continuing director(s) (as hereinafter defined) proportionate to the shareholdings of the public holders of Common Shares of the Company not affiliated with the other entity (with a continuing director to occupy any resulting fractional board position); (B) the other entity shall not have acquired any newly issued shares, directly or indirectly, from the Company (except upon conversion of convertible securities acquired by it prior to obtaining a 30% interest or as a result of a pro rata share dividend or share split); and (C) the other entity shall not have acquired any additional outstanding Common Shares of the Company or securities convertible into Common Shares except as a part of the transaction that resulted in the other entity’s acquiring its 30% interest;

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     (3) The other entity shall not have (A) received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges, or other financial assistance or tax credits provided by the Company or (B) made any major change in the Company’s business or equity capital structure without in either case the approval of at least a majority of all the directors and at least two-thirds of the continuing directors, in either case prior to the consummation of the business combination; and

     (4) A proxy statement responsive to the requirements of the Securities Exchange Act of 1934 shall have been mailed to public shareholders of the Company for the purpose of soliciting shareholder approval of the business combination and shall have contained at the front thereof, in a prominent place, any recommendations as to the advisability (or inadvisability) of the business combination that the continuing directors, or any of them, may choose to state and, if deemed advisable by a majority of the continuing directors, an opinion of a reputable investment banking firm as to the fairness (or not) of the terms of the business combination, from the point of view of the remaining public shareholders of the Company (the investment banking firm to be selected by a majority of the continuing directors and to be paid a reasonable fee for their services by the Company upon receipt of the opinion).

The provisions of this Article Fifth shall also apply to a business combination with any other entity that at any time has been the beneficial owner, directly or indirectly, of more than 30% of the outstanding shares of the Company entitled to vote in elections of Directors, considered for the purposes of this Article Fifth as one class, notwithstanding the fact that the other entity has reduced its shareholdings below 30% if, as of the record date for the determination of shareholders entitled to notice of and to vote on the business combination, the other entity is an “affiliate” of the Company (as hereinafter defined).

     (b) As used in this Article Fifth, (1) the term “other entity” shall include any corporation, person, or other entity and any other entity with which it or its “affiliate” or “associate” (as defined below) has any agreement, arrangement, or understanding, directly or indirectly, for the purpose of acquiring, holding, voting, or disposing of shares of the Company, or that is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, together with the successors and assigns of those persons in any transaction or series of transactions not involving a public offering of the Company’s shares within the meaning of the Securities Act of 1933; (2) another entity shall be deemed to be the beneficial owner of any shares of the Company that the other entity (as defined above) has the right to acquire pursuant to any agreement or upon exercise of conversion rights, warrants, or options, or otherwise; (3) the outstanding shares of any class of the Company shall include shares deemed owned through application of clause (2) above but shall not include any other shares that may be issuable pursuant to any agreement or upon exercise of conversion rights, warrants, or options, or otherwise; (4) the term “business combination” shall include (A) the sale, exchange, lease, transfer, or other disposition by the Company of all, or substantially all, of its assets or business to any other entity, (B) the consolidation of the Company with or its merger into any other entity, (C) the merger into the Company of any other entity, and (D) a “combination” or “majority share acquisition” in which the Company is the “acquiring corporation” (as those terms are defined in Section 1701.01 of the Ohio Revised Code or any similar provision hereafter

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enacted) and its voting shares are issued or transferred to any other entity or to shareholders of any other entity, and the term “business combination” shall also include any agreement, contract, or other arrangement with another entity providing for any of the transactions described in (A) through (D) of this clause (4); (5) the term “continuing director” shall mean either a person who was a member of the Board of Directors of the Company elected by the public shareholders prior to the time when the other entity acquired in excess of 5% of the shares of the Company entitled to vote in the election of Directors, considered for the purposes of this Article Fifth as one class, or a person recommended to succeed a continuing director or by a majority of the continuing directors; and (6), for the purposes of clause (a)(1) of this Article Fifth, the term “other consideration to be received” shall mean Common Shares of the Company retained by its existing public shareholders in the event of a business combination with the other entity in which the Company is the surviving corporation.

     (c) A majority of the continuing directors shall have the power and duty to determine for the purposes of this Article Fifth, on the basis of information known to them, whether (1) the other entity beneficially owns more than 30% of the outstanding shares of the Company entitled to vote in the election of Directors, (2) another entity is an “affiliate” or “associate” (as defined above) of another, or (3) another entity has an agreement, arrangement, or understanding with another.

     (d) No amendment to the Articles of Incorporation of the Company shall amend; alter, change, or repeal any of the provisions of this Article Fifth unless the amendment effecting such amendment, alteration, change, or repeal receives the affirmative vote of the holders of 85% of all shares of the Company entitled to vote in the election of Directors, considered for the purposes of this Article Fifth as one class, except that this paragraph (d) shall not apply to, and the 85% vote shall not be required for, any amendment, alteration, change, or repeal recommended to the shareholders by the Board of Directors of the Company if the recommendation has been approved by at least a majority of all of the directors and by at least two-thirds of the continuing directors.

     (e) Nothing contained in this Article Fifth shall be construed to relieve any other entity from any fiduciary obligation imposed by law.

     SIXTH. Section 1701.831 of the Ohio Revised Code shall not apply to “control share acquisitions” of shares of the Company so long as Article Seventh hereof is in effect.

     SEVENTH. The Control Share Acquisition provisions applicable to the shares of the Company, in lieu of those contained in Section 1701.831 of the Ohio Revised Code, are set forth in this Article Seventh.

     (A) As used in this Article Seventh:

     (1) (a) “Control Share Acquisition” means the acquisition, directly or indirectly, by any Person (as hereinafter defined) of shares of the Company (other than in accordance with the provisions of paragraph (1)(b) of this Section (A)) that, when added to all other shares of the Company in respect of which that person, directly or indirectly, may exercise or direct the exercise of voting power as provided herein, would entitle such Person, immediately after the acquisition, directly or indirectly, to exercise or direct the exercise of the voting power in the election of Directors of the Company of a number of the

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outstanding shares of the Company (as distinguished from the number of votes to which the holder of such shares is entitled) within any of the following ranges (each a “Range”):

     (i) One-fifth or more but less than one-third of such outstanding shares,

     (ii) One-third or more but less than a majority of such outstanding shares, and

     (iii) A majority or more of such outstanding shares.

For the purposes of this definition, a bank, broker, nominee, trustee, or other person who acquires shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing this Article Seventh shall, however, be deemed to have voting power only of shares in respect of which that person would be able to exercise or direct the exercise of votes without further instruction from others on the proposed Control Share Acquisition at the meeting of shareholders called under this Article Seventh.

     (b) The acquisition of any shares of the Company does not constitute a Control Share Acquisition for the purposes of this Article Seventh if the acquisition is consummated:

     (i) Prior to August 28, 1991;

     (ii) Pursuant to a contract existing prior to August 28, 1991;

     (iii) Under such circumstances that the acquisition does not result in the Person’s being entitled, immediately thereafter and for the first time, to exercise or direct the exercise of voting power in the election of Directors of a number of outstanding shares within the Range of one-fifth or more but less than one-third of such outstanding shares or within a Range higher than the Range applicable prior to the acquisition;

     (iv) By bequest or inheritance, by operation of law upon the death of any individual, or by any other transfer without valuable consideration, including a gift that is made in good faith and not for the purpose of circumventing this Article Seventh;

     (v) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this Article Seventh; or

     (vi) Pursuant to a merger, consolidation, combination, or majority share acquisition adopted or authorized by shareholder vote in compliance with the provisions of Section 1701.78 or 1701.79 of the Ohio Revised Code if the Company is the surviving or new corporation in the merger or consolidation or is the acquiring corporation in a combination or majority share acquisition.

The acquisition by any Person of shares of the Company in a manner described under this paragraph (1)(b) of this Section (A) shall be deemed a Control Share Acquisition authorized pursuant to this Article Seventh within the Range applicable after the acquisition, provided, in the case of an acquisition in a manner described under clause (1)(b)(iv) or (v) of this Section (A), the transferor of shares to that Person had previously obtained any authorization of shareholders

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required under this Article Seventh or under Section 1701.831 of the Ohio Revised Code in connection with that transferor’s acquisition of shares of the Company.

     (c) The acquisition of shares of the Company in good faith and not for the purpose of circumventing this Article Seventh from any Person whose Control Share Acquisition had previously been authorized by shareholders, or from any Person whose previous acquisition of shares would have constituted a Control Share Acquisition but for paragraph (1)(b) of this Section (A), does not constitute a Control Share Acquisition unless that acquisition entitles the acquiring Person, directly or indirectly, to exercise or direct the exercise of voting power in the election of Directors of the Company of a number of shares in excess of the Range authorized by the shareholders or defined to be authorized under paragraph (1)(b) of this Section (A).

     (2) “Person” includes, without limitation, a natural person, a corporation (whether nonprofit or for profit), a partnership, a limited liability company, an unincorporated society or association, and two or more persons having a joint or common interest.

     (3) “Acquiring Person” means any Person who has delivered an Acquiring Person Statement to the Company pursuant to Section (B) of this Article Seventh.

     (4) “Acquiring Person Statement” means a written statement that complies with Section (B) of this Article Seventh.

     (5) “Interested Shares” means the shares of the Company in respect of which any of the following persons may exercise or direct the exercise of the voting power of the Company in the election of Directors;

     (a) An Acquiring Person;

     (b) Any officer of the Company elected or appointed by the Directors, provided, however, that shares which, as of the record date of any special meeting held pursuant to this Article Seventh, have been owned beneficially by such person for four or more years shall not be deemed to be “Interested Shares” for purposes of any vote at such meeting;

     (c) Any employee of the Company who is also a Director, provided, however, that shares which, as of the record date of any special meeting held pursuant to this Article Seventh, have been owned beneficially by such person for four or more years shall not be deemed to be “Interested Shares” for purposes of any vote at such meeting; and

     (d) Any Person that acquires such shares for valuable consideration during the period beginning with the date of the first public disclosure of a proposed Control Share Acquisition of the Company or any proposed merger, consolidation, or other transaction that would result in a change in control of the Company or all or substantially all of its assets, and ending on the record date established by the directors pursuant to Section 1701.45 of the Ohio Revised Code and Section (D) of this Article Seventh, if either of the following applies:

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     (i) The aggregate consideration paid or given by the Person who acquired the shares, and any other Persons acting in concert with the Person, for all such shares exceeds two hundred fifty thousand dollars;

     (ii) The number of shares acquired by the Person who acquired the shares, and any other Persons acting’ in concert with the Person, exceeds one-half of one per cent of the outstanding shares of the Company entitled to vote in the election of Directors.

     (e) Any Person that transfers such shares for valuable consideration after the record date described in paragraph 5(d) of this Section (A) as to shares so transferred, if accompanied by the voting power in the form of a blank proxy, an agreement to vote as instructed by the transferee, or otherwise.

     (2) If any part of this division is held to be illegal or invalid in application, the illegality or invalidity does not affect any legal and valid application thereof or any other provision or application of this Article Seventh that can be given effect without the invalid or illegal provision, and the parts and applications of this Article Seventh are severable.

     (B) Any Person who proposes to make a Control Share Acquisition, or seeks to exercise one-fifth or more of the voting power of the Company under paragraph (a) of Division II of Article Fourth hereof, shall deliver an Acquiring Person Statement to the Company’s principal executive offices. The Acquiring Person Statement shall set forth all of the following to the extent appropriate to the authorization such Person is seeking:

     (1) The identity of the Acquiring Person;

     (2) A statement that the Acquiring Person Statement is given pursuant to this Article Seventh;

     (3) The number and class of shares of the Company owned, directly or indirectly, by the Acquiring Person and the date or dates when such shares were acquired;

     (4) The Range under which the proposed Control Share Acquisition would; if consummated, fall;

     (5) A description in reasonable detail of the terms of the proposed Control Share Acquisition; and

     (6) Representations of the Acquiring Person, together with a statement in reasonable detail of the facts upon which they are based, that the proposed Control Share Acquisition, if consummated, will not be contrary to law and that the Acquiring Person has the financial capacity to make the proposed Control Share Acquisition.

     (C) Within ten days after receipt of an Acquiring Person Statement that complies with Section (B) of this Article Seventh, the Directors of the Company shall call a special meeting of shareholders of the Company for the purpose of voting on the proposed Control Share Acquisition. Unless the Acquiring Person agrees in writing to another date, the special meeting of shareholders

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shall be held within fifty days after receipt by the Company of the Acquiring Person Statement. If the Acquiring Person so requests in writing at the time of delivery of the Acquiring Person Statement, the special meeting shall be held no sooner than thirty days after receipt by the Company of the Acquiring Person Statement. The special meeting of shareholders shall not be held later than any other special meeting that is called, after receipt by the Company of the Acquiring Person Statement, in compliance with Section 1701.76, 1701.78, 1701.79 or 1701.83 of the Ohio Revised Code or this Article Seventh.

     (D) Notice of the special meeting of shareholders shall be given, as promptly as reasonably practicable, to all shareholders of record, whether or not entitled to vote thereat, as of the record date fixed for the meeting. The notice shall include or be accompanied by the following:

     (1) A copy of the Acquiring Person Statement delivered to the Company pursuant to this Article Seventh; and

     (2) A statement by the Company, authorized by its Directors, of its position or recommendation, or that it is taking no position or making no recommendation, with respect to the proposed Control Share Acquisition.

     (E) The Acquiring Person may make the proposed Control Share Acquisition if both of the following occur:

     (1) The shareholders of the Company who hold shares entitling them to vote in the election of Directors authorize the acquisition at the special meeting held for that purpose at which a quorum is present by an affirmative vote of a majority of the voting power of the Company in the election of Directors represented at such meeting in person or by proxy and a majority of the portion of such voting power excluding the voting power of Interested Shares represented at the meeting in person or by proxy. A quorum shall be deemed to be present at such meeting if at least a majority of the voting power of the Company in the election of Directors is represented at the meeting in person or by proxy.

     (2) The acquisition is consummated, in accordance with the terms so authorized, not later than three hundred sixty days following shareholder authorization of the Control Share Acquisition.

     (F) As provided in Section 1701.48 of the Ohio Revised Code, no proxy appointed by or in connection with a shareholder authorization of a Control Share Acquisition is valid if it (1) provides that it is irrevocable or (2) is sought, appointed, and received other than (a) in accordance with all applicable requirements of the laws of the State of Ohio and of the United States and (b) separate and apart from the sale or purchase, contract or tender for sale or purchase, or request or invitation for tender for sale of purchase, of shares of the Company.

     (G) Shares acquired in violation of this Article Seventh shall be subject to restrictions on transfer of such shares and such other provisions as may be contained in the Regulations of the Company.

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     EIGHTH. No holder of shares of the Company of any class, as such, shall have any pre-emptive right to purchase or subscribe for shares of the Company, of any class, or other securities of the Company, of any class, whether now or hereafter authorized. No holder of shares of the Company of any class, as such, shall have any right to cumulate the voting power in respect of those shares in the election of Directors, and the right to cumulate the voting power of the holder as provided in Section 1701.55 of the Ohio Revised Code is hereby specifically denied to all holders of shares of any class of the Company.

     NINTH. Subject to the last sentence of this Article NINTH, in an election of Directors, a candidate shall be elected only if the votes cast for the candidate exceed the votes cast against the candidate. Abstentions shall not be counted as votes cast for or against a candidate. Notwithstanding the foregoing, if the Directors determine that the number of candidates exceeds the number of Directors to be elected, then in that election, the nominees receiving the greatest number of votes shall be elected.

     TENTH. The Company, by action of its directors and without action by its shareholders, may purchase its own shares in accordance with the provisions of Chapter 1701 of the Ohio Revised Code. Such purchases may be made either in the open market or at public or private sale, in such manner and amounts of any one class or any combination of classes, from such holder or holders of outstanding shares of the Company, and at such prices as the directors shall from time to time determine without regard to differences among the classes in price and other terms under which shares may be purchased or in relative number of shares that may be available for purchase.

     ELEVENTH. These Amended Articles of Incorporation supersede the existing Amended Articles of Incorporation of the Company.

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EX-3.2

Exhibit 3.2

THE J. M. SMUCKER COMPANY
ORRVILLE, OHIO 44667

AMENDED REGULATIONS
(As Amended August 19, 2009)

ARTICLE I

Shareholders

     SECTION 1. Annual Meeting. The annual meeting of shareholders of the Company for the election of directors, the consideration of reports made before the meeting, and the transaction of such other business as may be specified in the notice of the meeting or as may properly be brought before the meeting shall be held at the principal office of the Company in Orrville, Ohio, or at such other place either within or without the State of Ohio as may be designated by the Board of Directors or by the President and specified in the notice of such meeting at ten o’clock a.m., or at such other time as may be designated by the Board of Directors or by the President and specified in the notice of the meeting, on the third Friday of August or such other date specified in the notice of the meeting. The Board of Directors may postpone and reschedule any previously scheduled annual meeting of the shareholders.

     SECTION 2. Special Meeting. Special meetings of the shareholders of the Company may be held on any business day, when called by the Chairman of the Board, or the President, or by a majority of the members of the Board of Directors acting with or without a meeting, or by the persons who hold twenty-five percent of all the shares outstanding and entitled to vote thereat. Such meetings shall be called to convene between nine o’clock a.m. and four o’clock p.m. and shall be held at the principal office of the Company, unless the same is called by the Board of Directors, in which case such meetings may be held at any place in the State of Ohio designated by the Board and specified in the notice of such meeting. The Board of Directors may postpone and reschedule any previously scheduled special meeting of the shareholders.

     SECTION 3. Notice of Meetings. Not less than ten days before the date fixed for a meeting of shareholders, written notice of the time, place, and purposes of such meeting shall be given by the Secretary, or by the Assistant Secretary, or by any other person or persons required or permitted by law to give such notice. The notice shall be served upon or mailed to each shareholder entitled to vote at or to notice of the meeting who is of record as of the day next preceding the day on which notice is given or, if a record date thereafter is duly fixed, of record as of said date; if mailed, the notice shall be directed to the shareholders at their respective addresses as they appear upon the records of the Company. Notice of the time, place, and purpose of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder entitled to notice, which writing shall be filed with or entered upon the records of the meeting. The attendance of any shareholder at any such meeting without protesting the lack of proper notice shall be deemed to be a waiver of notice of such meeting.

     SECTION 4. Quorum. Except as may be otherwise provided by law or by the Articles of Incorporation, at any meeting of the shareholders, the holders of shares entitled to exercise a majority of the voting power of the Company and present in person or by proxy shall constitute a quorum for such meeting; except that no action required by law or by the Articles of Incorporation or these Regulations to be taken by a specified proportion of the voting power of the Company or of any class of shares may be taken by a lesser proportion; and except that the holders of shares entitled to exercise a majority of the voting power of the Company represented thereat, whether or not a quorum is present, may adjourn such meeting from time to time if any meeting is adjourned to another time or place, no notice as so such adjourned meeting need be given other than by an announcement at the meeting at which such adjournment is taken.

     SECTION 5. Proxies. Every proxy must be in a form permitted by chapter 1701 of the Ohio Revised Code. A shareholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Company of a verifiable notification of revocation or a later appointment.

     SECTION 6. Approval and Ratification of Acts of Officers and Directors. Except as otherwise provided by the Articles of Incorporation or by law, any contact, act or transaction, prospective or past, of the Company, or of the directors, or of the officers may be approved or ratified by the affirmative vote at a meeting of the shareholders, or by the written consent, with or without a meeting, of the holders of record of shares entitling them to exercise a majority of the voting power of the Company, and such approval or modification shall be as valid and binding as though affirmatively voted for or consented to by every shareholder of the Company.

     SECTION 7. Order of Business. (a) The Chairman, or such other officer of the Company designated by a majority of the total number of directors that the Company would have if there were no vacancies on the Board of Directors (such number being referred to as the “Whole Board”), will call meetings of shareholders to order and will act as presiding officer thereof. Unless otherwise determined by the Board of Directors prior to the meeting, the presiding officer of the meeting of shareholders will also determine the order of business and have the authority in his or her sole discretion to regulate the conduct of any such meeting including, without limitation, by imposing restrictions on the persons (other than shareholders of the Company or their duly appointed proxies) who may attend any such shareholders’ meeting, by ascertaining whether any shareholder or his proxy may be excluded from any meeting of shareholders based upon any determination by the presiding officer, in his sole discretion, that any such person has unduly disrupted or is likely to disrupt the proceedings of the meeting, and by determining the circumstances in which any person may make a statement or ask questions at any meeting of shareholders.

     (b) At an annual meeting of the shareholders, only such business will be conducted or considered as is properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given in accordance with Section 3 of these Regulations, (ii) otherwise properly brought before the meeting by the presiding officer or by or at the direction of a majority of the Whole Board, or (iii) otherwise properly requested to be brought before the meeting by a shareholder of the Company in accordance with Section 7(c) of this Article I of these Regulations.

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     (c) For business to be properly requested by a shareholder to be brought before an annual meeting, the shareholder must (i) be a shareholder of the Company of record at the time of the giving of the notice for such annual meeting provided for in these Regulations, (ii) be entitled to vote at such meeting, and (iii) have given timely notice thereof in writing to the Secretary. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 60 calendar days before the first anniversary of the date on which the Company first mailed its proxy materials for the prior year’s annual meeting of shareholders; provided, however, that in the event public announcement of the date of the annual meeting is not made at least 75 calendar days prior to the date of the annual meeting, notice by the shareholder to be timely must be so received not later than the close of business on the 10th calendar day following the day on which public announcement is first made of the date of the annual meeting. A shareholder’s notice to the Secretary must set forth as to each matter the shareholder proposes to bring before the annual meeting (A) a description in reasonable detail of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (B) the name and address, as they appear on the Company’s books, of the shareholder proposing such business and of the beneficial owner, if any, on whose behalf the proposal is made, (C) the class and number of shares of the Company that are owned beneficially and of record by the shareholder proposing such business and by the beneficial owner, if any, on whose behalf the proposal is made, and (D) any material interest of such shareholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made in such business. Notwithstanding the foregoing provisions of this Code of Regulations, a shareholder must also comply with all applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the matters set forth in this Section 7. For purposes of this Section 7, “public announcement” means disclosure in a press release reported by the Dow Jones News Service, Associated Press, or comparable national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934 or publicly filed by the Company with any national securities exchange or quotation service through which the Company’s stock is listed or traded, or furnished by the Company to its shareholders. Nothing in this Section 7(c) will be deemed to affect any rights of shareholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934.

     (d) At a special meeting of shareholders, only such business may be conducted or considered as is properly brought before the meeting. To be properly brought before a special meeting, business must be (i) specified in the notice of the meeting (or any supplement thereto) or (ii) otherwise brought before the meeting by the presiding officer or by or at the direction of a majority of the Whole Board.

     (e) The determination of whether any business sought to be brought before any annual or special meeting of the shareholders is properly brought before such meeting in accordance with this Section 7 will be made by the presiding officer of such meeting. If the presiding officer determines that any business is not properly brought before such meeting, he or she will so declare to the meeting and any such business will not be conducted or considered.

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ARTICLE II

Board of Directors

     SECTION 1. Number and Classification; Election Term of Office. The Board of Directors shall be divided into three classes. Each class shall consist of such number of directors, not fewer than three, (a) as the shareholders at any meeting of shareholders called for the purpose of electing directors of which a quorum is present, by the affirmative vote of the holders of a majority of the shares represented at the meeting and entitled to vote on the proposal may determine, or (b) as the directors, by the vote of a majority of the directors then in office may determine, except that after the number of directors in any class has been fixed by the shareholders, the directors may not increase or decrease that number by more than two. Unless and until otherwise so fixed or changed, two classes shall each consist of four directors and one class shall consist of three directors. A separate election shall be held for each class of directors at any meeting of shareholders at which a member or members of more than one class of directors is being elected. At each annual election the directors elected to the class whose term shall expire in that year shall hold office for a term of three years and until their respective successors are elected. In case of any increase in the number of directors of any class, any additional directors elected to that class shall hold office for a term that shall coincide with the full term on the remainder of the term, as the case may be, of the class.

     SECTION 2. Vacancies. In the event of the occurrence of any vacancy or vacancies in the Board of Directors, however caused, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any such vacancy for the balance of the unexpired term.

     SECTION 3. Organization Meeting. Immediately after each annual meeting of the shareholders, the newly elected Board of Directors shall hold an organization meeting at the same place for the purpose of electing officers and transacting any other business. Notice of such meeting need not be given.

     SECTION 4. Regular Meetings. Regular meetings of the Board of Directors may be held at such times and places within or without the State of Ohio as may be provided for in by-laws or resolutions adopted by the Board of Directors and upon such notice, if any, as shall be so provided.

     SECTION 5. Special Meetings. Special meetings of the Board of Directors may be held at any time within or without the State of Ohio upon call by the Chairman of the Board or the President or a Vice President or any two directors. Notice of each such meeting shall be given to each director by letter or telegram or in person not less than three days prior to such meeting, provided, however, that attendance of any director at any such meeting without protesting the lack of proper notice shall be deemed to be a waiver of notice of such meeting and such notice may be waived in writing, either before or after the invoking of such meeting, by any director, which writing shall be filed with or entered upon the records of the meeting. Unless otherwise indicated in the notice thereof, any business may be transacted at any organization, regular, or special meeting.

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     SECTION 6. Quorum. A quorum of the Board of Directors shall consist of a majority of other members of the Board of Directors then in office; provided that any organization meeting or other meeting duly held, whether a quorum is present or otherwise, may, by vote of a majority of the directors present at the meeting, adjourn from time to time and place to place without notice other than by announcement at the meeting. At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in these Regulations otherwise expressly provided.

     SECTION 7. Committees. The Board of Directors may at any time appoint from its members an Executive, Finance or any other committee or committees, consisting of such number of members as the Board may deem advisable, each of which member shall hold office during the pleasure of the Board. Any such committee shall act only in the intervals between meetings of the Board and shall have such powers as may, from time to time, be delegated by the Board, except the power to fill vacancies in the Board or in any committee of the board. Subject to the aforesaid exception, any person dealing with the Company shall be entitled to rely upon any act of, or authorization of an act by, such committee to the same extent as if such action had been taken or authorized by the Board of Directors. Each committee shall keep full and complete records of all meetings and actions, which shall be open to inspection by the Board of Directors. Unless otherwise ordered by the Board of Directors, any such committee may prescribe its own rules for calling and holding meetings, and for its own method of procedure, and may act by a majority of its members at a meeting or without a meeting by a writing signed by all of its members.

     SECTION 8. By-Laws. The Board of Directors may adopt By-Laws for its own government, not inconsistent with the Articles of Incorporation or these Regulations.

ARTICLE III

Officers

     SECTION 1. Election and Designation of Officers. The Board of Directors, at its organization meeting, may elect a Chairman of the Board and shall elect a President, one or more Vice Presidents, a Secretary, a Treasurer, and in its discretion, an Assistant Secretary or Secretaries, an Assistant Treasurer or Treasurers, and such other officers as the Board may deem necessary. The Chairman of the Board and the President shall be directors, but no one of the other officers need be a director; provided, however, that a Vice President who is not a director shall not succeed the office of President. Any two or more of such offices, except those of President and Vice President, or Secretary and Assistant Secretary, or Treasurer and Assistant Treasurer, may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity, if such instrument is required to be executed, acknowledged or verified by two or more officers.

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     SECTION 2. Term of Office; Vacancies. The officers of the Company shall hold office until the next organization meeting of the Board of Directors and until their successors are elected, except in case of resignation, death or removal. The Board of Directors may remove any officer at any time with or without cause by a majority vote of the Whole Board. A vacancy in any office, however created, may be filled by election by the Board of Directors.

     SECTION 3. Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and shall have such power and duties as may be prescribed by the Board of Directors.

     SECTION 4. President. Subject to directions of the Board of Directors, the President shall have general executive supervision over the property, business, and affairs of the Company. He may execute all authorized deeds, mortgages, bonds, contracts, and other obligations in the name of the Company and shall have such other power and duties as may be prescribed by the Board of Directors.

     SECTION 5. Vice Presidents. The Vice Presidents in the order designated shall perform all of the duties of the President in case of the absence or disability of the latter or when circumstance prevent the latter from acting, together with such other duties as the Board of Directors may prescribe. The power of such Vice Presidents to execute all authorized deeds, mortgages, bonds, contracts, and other obligations in the name of the Company shall be coordinated with like powers of the President and any such instrument so executed by any of such Vice Presidents shall be as valid and binding as though executed by the President.

     SECTION 6. Secretary. The Secretary shall keep the minutes of meetings of the shareholders and the Board of Directors. He shall keep such books as may be required by the Board of Directors, shall give notices of shareholders and directors meetings required by law, or by these regulations, or otherwise, and have such other powers and duties as the Board of Directors may prescribe.

     SECTION 7. Treasurer. The Treasurer shall receive and have in charge all money, bills, notes, bonds, stocks in other corporations, and similar property belonging to the Company, and shall do with the same as may be ordered by the Board of Directors. He shall keep accurate financial accounts and hold the same open for the inspection and examination of the directors. On the expiration of his term of office, he shall turn over to his successor, or to the Board of Directors, all property, books, papers, and money of the Company in his hands.

     SECTION 8. Other Officers. The Assistant Secretaries, Assistant Treasurers, if any, and any other officers that the Board of Directors may elect shall have such power and duties as the Board of Directors may prescribe.

     SECTION 9. Delegation of Duties. The Board of Directors is authorized to delegate the duties of any officer to any other officer and generally to control the action of the officers and to require the performance of duties in addition to those mentioned herein.

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ARTICLE IV

Compensation

     SECTION 1. Directors and Members of Committees. Members of the Board of Directors and members of any committees of the Board shall, as such, receive such compensation, which may be either a fixed sum for attendance at each meeting of the Board, or at each meeting of the committee, or stated compensation payable at intervals, or shall otherwise be compensated as may be determined by the Board of Directors or any committee or the Board, which compensation may be in different amounts for various members of the Board or any committee; provided, however, that no director shall receive compensation as such, or as a member of any committee who is receiving compensation on a full-time basis from the Company either as an officer or an employee. No member of the Board of Directors and no member of any committee of the Board shall be disqualified from being counted in the determination of a quorum at any meeting of either the Board or a committee of the Board by reason of the fact that matters affecting his own compensation as a director, member or a committee of the Board, officer, or employee are to be determined, or shall be disqualified from acting other than on matters directly relating to such member’s own compensation.

     SECTION 2. Officers and Employees. The compensation of officers and employees of the Company, or the method of fixing such compensation, shall be determined by or pursuant to authority conferred by the Board of Directors or any committee of the Board of Directors. Such compensation may be by way of fixed salary, or on the basis of earnings of the Company, or any combination thereof, or otherwise, as may be determined from time to time by the Board of Directors or any committee of the Board.

ARTICLE V

Indemnification

     SECTION 1. Indemnification. The Company shall indemnify, to the full extent then permitted by law, any person who is or was a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a member of the Board of Directors or an officer or employee of the Company, or is or was serving at the request of the Company as a director, trustee, officer, or employee of another corporation, partnership, joint venture, trust, or other enterprise. The Company shall pay to the full extent then required or permitted by law expenses, including attorney’s fees, incurred by a member of the Board of Directors in defending any such action, suit, or proceeding as they are incurred, in advance of the final disposition thereof, and may pay in the same manner to the full extent then permitted by law such expenses incurred by any other person. The indemnification and payment of expenses provided hereby shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under any law, the Articles of Incorporation, or any agreement, vote of shareholders or disinterested members of the Board of Directors, or otherwise, both as to action in official capacities and as to action in another capacity while a member of the Board of Directors or an officer or employee of the Company, and shall continue as to a person who has

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ceased to be a director, trustee, officer or employee and shall inure to the benefit of the heirs, executors, and administrators of such person.

     SECTION 2. Insurance. The Company may, to the full extent then permitted by law and authorized by the Board of Directors, purchase and maintain insurance or furnish similar protection, including but not limited to, trust funds, letters of credit, or self-insurance, on behalf of or for any persons described in Section 1 against any liability asserted against and incurred by any such person in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability. Insurance may be purchased from or maintained with a person in which the Company has a financial interest.

     SECTION 3. Agreements. The Company, upon approval by the Board of Directors, may enter into agreements with any persons whom the Company may indemnify under these Regulations or under law and undertake thereby to indemnify such persons and to pay in advance of any final disposition the expenses incurred by them in defending any action, suit, or proceeding against them, whether or not the Company would be required or permitted under these Regulations to indemnify any such person.

ARTICLE VI

Record Dates

     The Board of Directors may fix a date, which shall not be a past date and which shall be not more than sixty days preceding the date of any meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or (subject to contract rights with respect thereto) the date when any change or conversion or exchange of shares shall be made or go into effect, or the date as of which written consents, waivers, or releases are to be obtained from shareholders, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, or any adjournments thereof, or entitled to receive payment of any such dividend, distribution, or allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares, or to execute consents, waivers, or releases, and in such case, only shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meetings, or any adjournments thereof, or to receive payment of such dividend, distributions, or allotments of rights, or to exercise such rights, or to execute such consents, waivers, or releases, as the case may be, notwithstanding any transfer of any shares on the books of the Company after any record date fixed as aforesaid. The Board of Directors may close the books of the Company against transfers of shares during the whole or any part of such period, including the time of such meeting of the shareholders or any adjournments thereof.

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ARTICLE VII

Certificates For Shares

     SECTION 1. Form of Certificates and Signatures. Certificates for shares shall be in such form as the Board of Directors may from time to time prescribe. Such certificates shall be signed by the Chairman of the Board of Directors, or the President, or a Vice President, and by the Secretary, or an Assistant Secretary, or the Treasurer, or an Assistant Treasurer of the Company, and shall certify the number and class of shares held by the respective shareholders in such Company. When such certificate is countersigned by an incorporated transfer agent or registrar, the signature of any of said officers of the Company may be facsimile, engraved, stamped, or printed. Although any officer of the Company whose manual or facsimile signature is affixed to a share certificate shall cease to be such officer before the certificate is delivered, such certificate nevertheless shall be effective in all respects when delivered.

     SECTION 2. Transfer of Shares. Shares of the Company shall be transferable upon the books of the Company by the holders thereof, in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signature to such assignment and power of transfer as the Company or its agent may reasonably require.

     Notwithstanding the foregoing, unless the conditions set forth in sections (B) through (E) of Article Seventh of the Amended Articles of Incorporation of the Company have been satisfied, no transfer of shares of the Company to which such conditions were applicable shall be effective as to the Company, the transferor, or the transferee. Any Person (as such term is defined in paragraph (2) of Section (A) of such Article Seventh) who acquires or attempts to acquire shares of the Company in violation of such Article Seventh shall have no right to vote any of such shares of the Company on any manner to be submitted to the vote of the shareholders; in addition, those shares of the Company acquired in violation of such Article Seventh shall, at the option of the Directors of the Company, be subject to redemption, in whole or in part, by the Company at a purchase price per share equal to the lesser of (a) the price paid by the Person in acquiring the shares of the Company in violation of such Article Seventh and (b) the arithmetic average of the daily closing sale prices for shares of the same class or series traded on a national securities exchange or in the over-the-counter market for the ten trading days preceding (1) the date on which the Person, in violation of such Article Seventh, acquired the first of the shares of the Company or (2), if applicable, the date on which the Person publicly announced his intention to acquire beneficial ownership of Common Shares in a control share acquisition (as defined in such Article Seventh), whichever compensation produces the lower average.

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ARTICLE VIII

Amendment to Regulations

These Regulations may be amended (a) by the affirmative vote of the shareholders of record entitled to exercise a majority of the voting power on such proposal or (b) to the extent permitted by Chapter 1701 of the Ohio General Corporation Law, by the Board of Directors.

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EX-10.1

Exhibit 10.1

SIXTH AMENDMENT TO
NOTE PURCHASE AGREEMENTS

     THIS SIXTH AMENDMENT TO NOTE PURCHASE AGREEMENTS, dated as of June 11, 2010 (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, that certain Second Amendment to Note Purchase Agreements dated as of May 27, 2004, that certain Third Amendment to Note Purchase Agreements dated as of May 31, 2007, that certain Fourth Amendment to Note Purchase Agreements dated as of October 23, 2008, and that certain Fifth Amendment to Note Purchase Agreements dated as of November 6, 2008 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”). Capitalized terms used herein shall have the respective meanings ascribed thereto in the Existing Note Purchase Agreement unless herein defined or the context shall otherwise require.

RECITALS:

     A. The Noteholders are the holders of all of the outstanding Notes.

     B. The Company and the Noteholders now desire to amend the Existing Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

     NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

1. AMENDMENTS.

1.1. Amendment to Section 21.6 (Accounting Terms).

     Section 21.6 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 21.6 is hereby inserted in its place, to read as follows:

     “21.6 Accounting Terms.

     All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (a) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (b) all financial statements shall be prepared in accordance with

GAAP. Notwithstanding the foregoing or any other provision of this Agreement, for purposes of determining compliance with the financial covenants contained in this Agreement, any election by the Company to measure any portion of a non-derivative financial liability at fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Section 825-10 or any similar accounting standard), other than to reflect a hedge of such non-derivative financial liability (including both interest rate and foreign currency hedges), shall be disregarded and such determination shall be made as if such election had not been made.”

1.2. Amendment to Section 11 (Events of Default).

     Section 11(f) of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 11(f) is hereby inserted in its place, to read as follows:

     “(f) the Company or any Significant Subsidiary

     (i) is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or Make-Whole Amount or interest on any Indebtedness (other than Indebtedness under this Agreement and the Notes) that is outstanding in an aggregate principal amount of at least $5,000,000 beyond any period of grace provided with respect thereto (after giving effect to any consents or waivers in respect thereof); or

     (ii) is in default in the performance of or compliance with any term of any evidence of any Indebtedness under (x) the Bank Credit Agreement, (y) the 2009 Bank Credit Agreement or (z) any other Indebtedness with an outstanding principal amount of at least $40,000,000 individually or, together with other Indebtedness, with an aggregate principal amount of at least $75,000,000 or, in the case of each of clauses (x), (y) and (z), of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled at such time to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment; or

     (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) the Company or such Significant Subsidiary has become obligated to purchase or repay Indebtedness under (1) the Bank Credit Agreement, (2) the 2009 Bank Credit Agreement or (3) any other Indebtedness with an outstanding principal amount of at least $40,000,000 individually or, together with other Indebtedness, with an aggregate principal amount of at least $75,000,000 before its regular maturity or before its regularly scheduled dates of payment, or (y) one or more Persons have the right at such time to require the Company or such Significant Subsidiary so to purchase or repay such Indebtedness; or”

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     1.2. Amendment to Schedule B.

     Schedule B to the Existing Note Purchase Agreement is hereby amended by inserting the following new definition into such Schedule, in its proper alphabetical order, to read as follows:

     ““2009 Bank Credit Agreement” means that certain unsecured revolving credit facility by and among the Company, Smucker Foods of Canada Corp. (formerly known as Smucker Foods of Canada Co.), the guarantors party thereto from time to time, Bank of Montreal, as Agent, and the lenders party thereto from time to time, dated as of October 29, 2009, as such agreement may be amended or restated from time to time.”

2. NO OTHER MODIFICATIONS; CONFIRMATION.

     All the provisions of the Notes, and, except as expressly amended, modified and supplemented hereby, all the provisions of the Existing Note Purchase Agreement, are and shall remain in full force and effect. As of the Effective Date (defined below), all references in the Notes to the “Note Purchase Agreements” shall be references to the Existing Note Purchase Agreement, as modified by this Amendment and as hereafter amended, modified or supplemented in accordance with its terms.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     To induce the Noteholders to execute and deliver this Amendment (which representations shall survive such execution and delivery), the Company represents and warrants to the Noteholders that:

     (a) all of the representations and warranties contained in Section 5 of the Existing Note Purchase Agreement are correct with the same force and effect as if made by the Company on the date hereof (or, if any representation or warranty is expressly stated to have been made as of a specific date, as of such date), except that the representations contained in Sections 5.4, 5.5 and 5.15 of the Note Purchase Agreement were true and correct as of the date of the Closing;

     (b) Smucker LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Ohio;

     (c) The Folgers Coffee Company (“Folgers”) is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware;

     (d) this Amendment has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

     (e) the Existing Note Purchase Agreement and the Guaranty Agreements of Smucker LLC and Folgers each constitute a legal, valid and binding obligation, contract

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and agreement of the Company, Smucker LLC and Folgers, respectively, enforceable against them in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

     (f) the execution, delivery and performance by the Company of this Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency or registration, filing or declaration with, any Governmental Authority, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation, bylaws or operating agreement, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this paragraph (f); and

     (g) as of the date hereof, no Default or Event of Default has occurred which is continuing.

4. EFFECTIVENESS.

     The amendments set forth in Section 1 of this Amendment shall become effective only upon the date of the satisfaction in full of the following conditions precedent (which date shall be the “Effective Date”):

4.1. Execution and Delivery of this Amendment.

     The Company shall have delivered to each Noteholder a counterpart hereof, duly executed and delivered by the Company, Smucker LLC, Folgers and the Required Holders.

4.2. Representations and Warranties.

     The representations and warranties of the Company made in Section 3 of this Amendment shall remain true and correct in all respects as of the Effective Date.

4.3. No Injunction, etc.

     No injunction, writ, restraining order or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority.

4.4. Amendment to 2004 Note Purchase Agreement.

     The Company shall have delivered to the Noteholders a fully executed copy of that certain Fourth Amendment to Note Purchase Agreement, dated as of the date hereof, by and

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among the Company and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of May 27, 2004, together with each of the other instruments and agreements executed and/or delivered in connection therewith, in each case in form and substance reasonably satisfactory to the Required Holders.

4.5. Amendment to 2007 Note Purchase Agreement.

     The Company shall have delivered to the Noteholders a fully executed copy of that certain Third Amendment to Note Purchase Agreement, dated as of the date hereof, by and among the Company and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of May 31, 2007, together with each of the other instruments and agreements executed and/or delivered in connection therewith, in each case in form and substance reasonably satisfactory to the Required Holders.

4.6. Amendment to 2008 Note Purchase Agreement.

     The Company shall have delivered to the Noteholders a fully executed copy of that certain Second Amendment to Note Purchase Agreement, dated as of the date hereof, by and among the Company and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of October 23, 2008, together with each of the other instruments and agreements executed and/or delivered in connection therewith, in each case in form and substance reasonably satisfactory to the Required Holders.

4.7. Payment of Special Counsel Fees.

     The Company shall have paid on or before the Effective Date the reasonable fees, charges and disbursements of Bingham McCutchen LLP, the Noteholders’ special counsel, to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Effective Date.

5. EXPENSES.

     Whether or not this Amendment shall become effective, the Company will promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all fees, expenses and costs relating to this Amendment, including, but not limited to, the reasonable fees of the Noteholders’ special counsel, Bingham McCutchen LLP, incurred in connection with the preparation, negotiation and delivery of this Amendment and any other documents related thereto. In addition, the Company will pay all such fees, expenses and costs set forth in any subsequent statement within 30 days of its receipt thereof. Nothing in this Section 5 shall limit the Company’s obligations pursuant to Section 15.1 of the Existing Note Purchase Agreement.

6. MISCELLANEOUS.

     6.1. This Amendment constitutes a contract between the Company and the Noteholders for the uses and purposes hereinabove set forth, and may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement. Each counterpart may consist of a number of copies hereof, each signed by less than

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all, but together signed by all, of the parties hereto. Delivery of an executed signature page by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Amendment.

     6.2. Whenever any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party, and all the promises and agreements contained in this Amendment by or on behalf of the Company and the Noteholders shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.

     6.3. This Amendment constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms.

     6.4. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

[Remainder of page intentionally left blank. Next page is signature page.]

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     IN WITNESS WHEREOF, the parties hereto have caused the execution of this Amendment by duly authorized officers of each as of the date hereof.

THE J. M. SMUCKER COMPANY
By:	/s/ Debra A. Marthey
Name:	Debra A. Marthey
Title:	Treasurer

Accepted and Agreed to:

THE MUTUAL SAVINGS LIFE INSURANCE COMPANY
By: Advantus Capital Management, Inc.
	By: Name:	/s/ Rose A. Lambros Rose A. Lambros
	Title:	Vice President
UNITED INSURANCE COMPANY OF AMERICA
By: Advantus Capital Management, Inc.
	By: Name:	/s/ Rose A. Lambros Rose A. Lambros
	Title:	Vice President
MODERN WOODMEN OF AMERICA
By:	/s/ Douglas A. Pannier
Name:	Douglas A. Pannier
Title:	Portfolio Manager — Private Placements

GUARANTOR ACKNOWLEDGEMENT

     The undersigned hereby acknowledges and agrees to the terms of the Sixth Amendment to Note Purchase Agreements, dated as of June 11, 2010 (the “Amendment”), amending those certain 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, that certain Second Amendment to Note Purchase Agreements dated as of May 27, 2004, that certain Third Amendment to Note Purchase Agreements dated as of May 31, 2007 that certain Fourth Amendment to Note Purchase Agreements dated as of October 23, 2008, and that certain Fifth Amendment to Note Purchase Agreements dated as of November 6, 2008 (as amended, collectively, the “Note Purchase Agreement”), among The J. M. Smucker Company, an Ohio corporation, and the holders of Notes party thereto. The undersigned hereby confirms that the Guaranty Agreement to which the undersigned is a party remains in full force and effect after giving effect to the Amendment and continues to be the valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles.

     Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement.

[Reminder of page intentionally left blank. Next page is a signature page.]

     Dated as of June 11, 2010

J.M. SMUCKER LLC
By:	/s/ Debra A. Marthey
Name:	Debra A. Marthey
Title:	Treasurer
THE FOLGERS COFFEE COMPANY
By:	/s/ Debra A. Marthey
Name:	Debra A. Marthey
Title:	Treasurer

EX-10.2

Exhibit 10.2

FOURTH AMENDMENT TO
NOTE PURCHASE AGREEMENT

     THIS FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of June 11, 2010 (this “Amendment”), to that certain Note Purchase Agreement, dated as of May 27, 2004 (as amended by that certain First Amendment to Note Purchase Agreement dated as of May 31, 2004, that certain Second Amendment to Note Purchase Agreement dated as of October 23, 2008 and that certain Third Amendment to Note Purchase Agreement dated as of November 6, 2008 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”). Capitalized terms used herein shall have the respective meanings ascribed thereto in the Existing Note Purchase Agreement unless herein defined or the context shall otherwise require.

RECITALS:

     A. The Noteholders are the holders of all of the outstanding Notes.

     B. The Company and the Noteholders now desire to amend the Existing Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

     NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

1. AMENDMENTS.

1.1. Amendment to Section 21.6 (Accounting Terms).

     Section 21.6 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 21.6 is hereby inserted in its place, to read as follows:

     “21.6 Accounting Terms.

     All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (a) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (b) all financial statements shall be prepared in accordance with GAAP. Notwithstanding the foregoing or any other provision of this Agreement, for purposes of determining compliance with the financial covenants contained in this Agreement, any election by the Company to measure any portion of a non-derivative financial liability at fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Section 825-10 or any similar accounting standard), other than to reflect a hedge of such non-derivative

financial liability (including both interest rate and foreign currency hedges), shall be disregarded and such determination shall be made as if such election had not been made.”

1.2. Amendment to Section 11 (Events of Default).

     Section 11(f) of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 11(f) is hereby inserted in its place, to read as follows:

“(f) the Company or any Significant Subsidiary

     (i) is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or Make-Whole Amount or interest on any Indebtedness (other than Indebtedness under this Agreement and the Notes) that is outstanding in an aggregate principal amount of at least $5,000,000 beyond any period of grace provided with respect thereto (after giving effect to any consents or waivers in respect thereof); or

     (ii) is in default in the performance of or compliance with any term of any evidence of any Indebtedness under (x) the Bank Credit Agreement, (y) the 2009 Bank Credit Agreement or (z) any other Indebtedness with an outstanding principal amount of at least $40,000,000 individually or, together with other Indebtedness, with an aggregate principal amount of at least $75,000,000 or, in the case of each of clauses (x), (y) and (z), of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled at such time to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment; or

     (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) the Company or such Significant Subsidiary has become obligated to purchase or repay Indebtedness under (1) the Bank Credit Agreement, (2) the 2009 Bank Credit Agreement or (3) any other Indebtedness with an outstanding principal amount of at least $40,000,000 individually or, together with other Indebtedness, with an aggregate principal amount of at least $75,000,000 before its regular maturity or before its regularly scheduled dates of payment, or (y) one or more Persons have the right at such time to require the Company or such Significant Subsidiary so to purchase or repay such Indebtedness; or”

     1.2. Amendment to Schedule B.

     Schedule B to the Existing Note Purchase Agreement is hereby amended by inserting the following new definition into such Schedule, in its proper alphabetical order, to read as follows:

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     ““2009 Bank Credit Agreement” means that certain unsecured revolving credit facility by and among the Company, Smucker Foods of Canada Corp. (formerly known as Smucker Foods of Canada Co.), the guarantors party thereto from time to time, Bank of Montreal, as Agent, and the lenders party thereto from time to time, dated as of October 29, 2009, as such agreement may be amended or restated from time to time.”

2. NO OTHER MODIFICATIONS; CONFIRMATION.

     All the provisions of the Notes, and, except as expressly amended, modified and supplemented hereby, all the provisions of the Existing Note Purchase Agreement, are and shall remain in full force and effect. As of the Effective Date (defined below), all references in the Notes to the “Note Purchase Agreement” shall be references to the Existing Note Purchase Agreement, as modified by this Amendment and as hereafter amended, modified or supplemented in accordance with its terms.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     To induce the Noteholders to execute and deliver this Amendment (which representations shall survive such execution and delivery), the Company represents and warrants to the Noteholders that:

     (a) all of the representations and warranties contained in Section 5 of the Existing Note Purchase Agreement are correct with the same force and effect as if made by the Company on the date hereof (or, if any representation or warranty is expressly stated to have been made as of a specific date, as of such date), except that the representations contained in Sections 5.4, 5.5 and 5.15 of the Note Purchase Agreement were true and correct as of the date of the Closing;

     (b) Smucker LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Ohio;

     (c) The Folgers Coffee Company (“Folgers”) is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware;

     (d) this Amendment has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

     (e) the Existing Note Purchase Agreement and the Guaranty Agreements of Smucker LLC and Folgers each constitute a legal, valid and binding obligation, contract and agreement of the Company, Smucker LLC and Folgers, respectively, enforceable against them in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

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     (f) the execution, delivery and performance by the Company of this Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency or registration, filing or declaration with, any Governmental Authority, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation, bylaws or operating agreement, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this paragraph (f); and

     (g) as of the date hereof, no Default or Event of Default has occurred which is continuing.

4. EFFECTIVENESS.

     The amendments set forth in Section 1 of this Amendment shall become effective only upon the date of the satisfaction in full of the following conditions precedent (which date shall be the “Effective Date”):

4.1. Execution and Delivery of this Amendment.

     The Company shall have delivered to each Noteholder a counterpart hereof, duly executed and delivered by the Company, Smucker LLC, Folgers and the Required Holders.

4.2. Representations and Warranties.

     The representations and warranties of the Company made in Section 3 of this Amendment shall remain true and correct in all respects as of the Effective Date.

4.3. No Injunction, etc.

     No injunction, writ, restraining order or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority.

4.4. Amendment to 2000 Note Purchase Agreement.

     The Company shall have delivered to the Noteholders a fully executed copy of that certain Sixth Amendment to Note Purchase Agreements, dated as of the date hereof, by and among the Company and each of the Persons signatory thereto with respect to those certain separate Note Purchase Agreements, each dated as of August 23, 2000, together with each of the other instruments and agreements executed and/or delivered in connection therewith, in each case in form and substance reasonably satisfactory to the Required Holders.

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4.5. Amendment to 2007 Note Purchase Agreement.

     The Company shall have delivered to the Noteholders a fully executed copy of that certain Third Amendment to Note Purchase Agreement, dated as of the date hereof, by and among the Company and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of May 31, 2007, together with each of the other instruments and agreements executed and/or delivered in connection therewith, in each case in form and substance reasonably satisfactory to the Required Holders.

4.6. Amendment to 2008 Note Purchase Agreement.

     The Company shall have delivered to the Noteholders a fully executed copy of that certain Second Amendment to Note Purchase Agreement, dated as of the date hereof, by and among the Company and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of October 23, 2008, together with each of the other instruments and agreements executed and/or delivered in connection therewith, in each case in form and substance reasonably satisfactory to the Required Holders.

4.7. Payment of Special Counsel Fees.

     The Company shall have paid on or before the Effective Date the reasonable fees, charges and disbursements of Bingham McCutchen LLP, the Noteholders’ special counsel, to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Effective Date.

5. EXPENSES.

     Whether or not this Amendment shall become effective, the Company will promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all fees, expenses and costs relating to this Amendment, including, but not limited to, the reasonable fees of the Noteholders’ special counsel, Bingham McCutchen LLP, incurred in connection with the preparation, negotiation and delivery of this Amendment and any other documents related thereto. In addition, the Company will pay all such fees, expenses and costs set forth in any subsequent statement within 30 days of its receipt thereof. Nothing in this Section 5 shall limit the Company’s obligations pursuant to Section 15.1 of the Existing Note Purchase Agreement.

6. MISCELLANEOUS.

     6.1. This Amendment constitutes a contract between the Company and the Noteholders for the uses and purposes hereinabove set forth, and may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of an executed signature page by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Amendment.

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     6.2. Whenever any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party, and all the promises and agreements contained in this Amendment by or on behalf of the Company and the Noteholders shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.

     6.3. This Amendment constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms.

     6.4. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

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     IN WITNESS WHEREOF, the parties hereto have caused the execution of this Amendment by duly authorized officers of each as of the date hereof.

THE J. M. SMUCKER COMPANY
By: Name:	/s/ Debra A. Marthey Debra A. Marthey
Title:	Treasurer

Accepted and Agreed to:

METROPOLITAN LIFE INSURANCE COMPANY on behalf of itself and as investment manager of:
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: Name:	/s/ Judith A. Gulotta Judith A. Gulotta
Title:	Managing Director

PRIME REINSURANCE COMPANY, INC.
By:	Conning, Inc., as Investment Manager
	By: Name:	/s/ John H. DeMallie John H. DeMallie
	Title:	Director
NATIONAL BENEFIT LIFE INSURANCE COMPANY
By:	Conning, Inc., as Investment Manager
	By: Name:	/s/ John H. DeMallie John H. DeMallie
	Title:	Director

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: Name:	/s/ David S. Quackenbush David S. Quackenbush
Title:	Vice President
GENWORTH LIFE INSURANCE COMPANY
By: Name:	/s/ Stephen DeMotto Stephen DeMotto
Title:	Investment Officer

TRUSTMARK INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By: Name:	/s/ Thomas B. Houghton Thomas B. Houghton
	Title:	Vice President
AMERICAN FIDELITY ASSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By: Name:	/s/ Thomas B. Houghton Thomas B. Houghton
	Title:	Vice President
THE LAFAYETTE LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By: Name:	/s/ Thomas B. Houghton Thomas B. Houghton
	Title:	Vice President

INDUSTRIAL-ALLIANCE PACIFIC LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By: Name:	/s/ Thomas B. Houghton Thomas B. Houghton
	Title:	Vice President
GREAT WESTERN INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By: Name:	/s/ Thomas B. Houghton Thomas B. Houghton
	Title:	Vice President

MODERN WOODMEN OF AMERICA
By: Name:	/s/ Douglas A. Pannier Douglas A. Pannier
Title:	Portfolio Manager — Private Placements

GUARANTOR ACKNOWLEDGEMENT

     The undersigned hereby acknowledges and agrees to the terms of the Fourth Amendment to Note Purchase Agreement, dated as of June 11, 2010 (the “Amendment”), amending that certain Note Purchase Agreement, dated as of May 27, 2004, as amended by that certain First Amendment to Note Purchase Agreement dated as of May 31, 2004, that certain Second Amendment to Note Purchase Agreement dated as of October 23, 2008 and that certain Third Amendment to Note Purchase Agreement dated as of November 6, 2008 (as amended, the “Note Purchase Agreement”), among The J. M. Smucker Company, an Ohio corporation, and the holders of Notes party thereto. The undersigned hereby confirms that the Guaranty Agreement to which the undersigned is a party remains in full force and effect after giving effect to the Amendment and continues to be the valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles.

     Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement.

[Reminder of page intentionally left blank. Next page is a signature page.]

     Dated as of June 11, 2010

J.M. SMUCKER LLC
By: Name:	/s/ Debra A. Marthey Debra A. Marthey
Title:	Treasurer
THE FOLGERS COFFEE COMPANY
By: Name:	/s/ Debra A. Marthey Debra A. Marthey
Title:	Treasurer

EX-10.3

Exhibit 10.3

THIRD AMENDMENT TO
NOTE PURCHASE AGREEMENT

     THIS THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of June 11, 2010 (this “Amendment”), to that certain Note Purchase Agreement, dated as of May 31, 2007 (as amended by that certain First Amendment to Note Purchase Agreement dated as of October 23, 2008 and that certain Second Amendment to Note Purchase Agreement dated as of November 6, 2008 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 5.55% Senior Notes due April 1, 2022 in the aggregate principal amount of $400,000,000 (collectively, the “Notes”). Capitalized terms used herein shall have the respective meanings ascribed thereto in the Existing Note Purchase Agreement unless herein defined or the context shall otherwise require.

RECITALS:

     A. The Noteholders are the holders of all of the outstanding Notes.

     B. The Company and the Noteholders now desire to amend the Existing Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

     NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

1. AMENDMENTS.

1.1. Amendment to Section 21.6 (Accounting Terms).

     Section 21.6 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 21.6 is hereby inserted in its place, to read as follows:

“21.6 Accounting Terms.

     All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (a) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (b) all financial statements shall be prepared in accordance with GAAP. Notwithstanding the foregoing or any other provision of this Agreement, for purposes of determining compliance with the financial covenants contained in this Agreement, any election by the Company to measure any portion of a non-derivative financial liability at fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Section 825-10 or any similar accounting standard), other than to reflect a hedge of such non-derivative

financial liability (including both interest rate and foreign currency hedges), shall be disregarded and such determination shall be made as if such election had not been made.”

1.2. Amendment to Section 11 (Events of Default).

     Section 11(f) of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 11(f) is hereby inserted in its place, to read as follows:

     “(f) the Company or any Significant Subsidiary

     (i) is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or Make-Whole Amount or interest on any Indebtedness (other than Indebtedness under this Agreement and the Notes) that is outstanding in an aggregate principal amount of at least $5,000,000 beyond any period of grace provided with respect thereto (after giving effect to any consents or waivers in respect thereof); or

     (ii) is in default in the performance of or compliance with any term of any evidence of any Indebtedness under (x) the Bank Credit Agreement, (y) the 2009 Bank Credit Agreement or (z) any other Indebtedness with an outstanding principal amount of at least $40,000,000 individually or, together with other Indebtedness, with an aggregate principal amount of at least $75,000,000 or, in the case of each of clauses (x), (y) and (z), of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled at such time to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment; or

     (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) the Company or such Significant Subsidiary has become obligated to purchase or repay Indebtedness under (1) the Bank Credit Agreement, (2) the 2009 Bank Credit Agreement or (3) any other Indebtedness with an outstanding principal amount of at least $40,000,000 individually or, together with other Indebtedness, with an aggregate principal amount of at least $75,000,000 before its regular maturity or before its regularly scheduled dates of payment, or (y) one or more Persons have the right at such time to require the Company or such Significant Subsidiary so to purchase or repay such Indebtedness; or”

     1.2. Amendment to Schedule B.

     Schedule B to the Existing Note Purchase Agreement is hereby amended by inserting the following new definition into such Schedule, in its proper alphabetical order, to read as follows:

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     ““2009 Bank Credit Agreement” means that certain unsecured revolving credit facility by and among the Company, Smucker Foods of Canada Corp. (formerly known as Smucker Foods of Canada Co.), the guarantors party thereto from time to time, Bank of Montreal, as Agent, and the lenders party thereto from time to time, dated as of October 29, 2009, as such agreement may be amended or restated from time to time.”

2. NO OTHER MODIFICATIONS; CONFIRMATION.

     All the provisions of the Notes, and, except as expressly amended, modified and supplemented hereby, all the provisions of the Existing Note Purchase Agreement, are and shall remain in full force and effect. As of the Effective Date (defined below), all references in the Notes to the “Note Purchase Agreement” shall be references to the Existing Note Purchase Agreement, as modified by this Amendment and as hereafter amended, modified or supplemented in accordance with its terms.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     To induce the Noteholders to execute and deliver this Amendment (which representations shall survive such execution and delivery), the Company represents and warrants to the Noteholders that:

     (a) all of the representations and warranties contained in Section 5 of the Existing Note Purchase Agreement are correct with the same force and effect as if made by the Company on the date hereof (or, if any representation or warranty is expressly stated to have been made as of a specific date, as of such date), except that the representations contained in Sections 5.4, 5.5 and 5.15 of the Note Purchase Agreement were true and correct as of the date of the Closing;

     (b) Smucker LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Ohio;

     (c) The Folgers Coffee Company (“Folgers”) is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware;

     (d) this Amendment has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

     (e) the Existing Note Purchase Agreement and the Guaranty Agreements of Smucker LLC and Folgers each constitute a legal, valid and binding obligation, contract and agreement of the Company, Smucker LLC and Folgers, respectively, enforceable against them in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

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     (f) the execution, delivery and performance by the Company of this Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency or registration, filing or declaration with, any Governmental Authority, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation, bylaws or operating agreement, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this paragraph (f); and

     (g) as of the date hereof, no Default or Event of Default has occurred which is continuing.

4. EFFECTIVENESS.

     The amendments set forth in Section 1 of this Amendment shall become effective only upon the date of the satisfaction in full of the following conditions precedent (which date shall be the “Effective Date”):

4.1. Execution and Delivery of this Amendment.

     The Company shall have delivered to each Noteholder a counterpart hereof, duly executed and delivered by the Company, Smucker LLC, Folgers and the Required Holders.

4.2. Representations and Warranties.

     The representations and warranties of the Company made in Section 3 of this Amendment shall remain true and correct in all respects as of the Effective Date.

4.3. No Injunction, etc.

     No injunction, writ, restraining order or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority.

4.4. Amendment to 2000 Note Purchase Agreement.

     The Company shall have delivered to the Noteholders a fully executed copy of that certain Sixth Amendment to Note Purchase Agreements, dated as of the date hereof, by and among the Company and each of the Persons signatory thereto with respect to those certain separate Note Purchase Agreements, each dated as of August 23, 2000, together with each of the other instruments and agreements executed and/or delivered in connection therewith, in each case in form and substance reasonably satisfactory to the Required Holders.

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4.5. Amendment to 2004 Note Purchase Agreement.

     The Company shall have delivered to the Noteholders a fully executed copy of that certain Fourth Amendment to Note Purchase Agreement, dated as of the date hereof, by and among the Company and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of May 27, 2004, together with each of the other instruments and agreements executed and/or delivered in connection therewith, in each case in form and substance reasonably satisfactory to the Required Holders.

4.6. Amendment to 2008 Note Purchase Agreement.

     The Company shall have delivered to the Noteholders a fully executed copy of that certain Second Amendment to Note Purchase Agreement, dated as of the date hereof, by and among the Company and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of October 23, 2008, together with each of the other instruments and agreements executed and/or delivered in connection therewith, in each case in form and substance reasonably satisfactory to the Required Holders.

4.7. Payment of Special Counsel Fees.

     The Company shall have paid on or before the Effective Date the reasonable fees, charges and disbursements of Bingham McCutchen LLP, the Noteholders’ special counsel, to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Effective Date.

5. EXPENSES.

     Whether or not this Amendment shall become effective, the Company will promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all fees, expenses and costs relating to this Amendment, including, but not limited to, the reasonable fees of the Noteholders’ special counsel, Bingham McCutchen LLP, incurred in connection with the preparation, negotiation and delivery of this Amendment and any other documents related thereto. In addition, the Company will pay all such fees, expenses and costs set forth in any subsequent statement within 30 days of its receipt thereof. Nothing in this Section 5 shall limit the Company’s obligations pursuant to Section 15.1 of the Existing Note Purchase Agreement.

6. MISCELLANEOUS.

     6.1. This Amendment constitutes a contract between the Company and the Noteholders for the uses and purposes hereinabove set forth, and may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of an executed signature page by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Amendment.

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     6.2. Whenever any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party, and all the promises and agreements contained in this Amendment by or on behalf of the Company and the Noteholders shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.

     6.3. This Amendment constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms.

     6.4. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

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     IN WITNESS WHEREOF, the parties hereto have caused the execution of this Amendment by duly authorized officers of each as of the date hereof.

THE J. M. SMUCKER COMPANY
By: Name:	/s/ Debra A. Marthey Debra A. Marthey
Title:	Treasurer

Accepted and Agreed to:

METROPOLITAN LIFE INSURANCE COMPANY

METLIFE INSURANCE COMPANY OF CONNECTICUT

By: Metropolitan Life Insurance Company,
its Investment Manager

By:	/s/ Judith A. Gulotta
Name: Judith A. Gulotta
Title: Managing Director
(executed by Metropolitan Life Insurance Company (i) as to itself as a Purchaser and (ii) as investment manager to MetLife Insurance Company of Connecticut as a Purchaser)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:	/s/ David S. Quackenbush
Name: David S. Quackenbush
Title: Vice President
PRUCO LIFE INSURANCE COMPANY
By:	/s/ David S. Quackenbush
Name: David S. Quackenbush
Title: Vice President

STATE FARM LIFE INSURANCE COMPANY
By:	/s/ Julie Hoyer
Name: Julie Hoyer
Title: Senior Investment Officer
By:	/s/ Jeffrey T. Attwood
Name: Jeffrey T. Attwood
Title: Investment Officer
STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY
By:	/s/ Julie Hoyer
Name: Julie Hoyer
Title: Senior Investment Officer
By:	/s/ Jeffrey T. Attwood
Name: Jeffrey T. Attwood
Title: Investment Officer
ALLSTATE LIFE INSURANCE COMPANY
By:	/s/ Mark Cloghessy
Name: Mark Cloghessy
By:	/s/ Carrie A. Gazelas
Name: Carrie A. Gazelas
	Authorized Signatories

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:	Babson Capital Management LLC
	as Investment Adviser
	By: Name:	/s/ Elisabeth A. Perenick Elisabeth A. Perenick
	Title:	Managing Director

C.M. LIFE INSURANCE COMPANY
By:	Babson Capital Management LLC
	as Investment Sub-Adviser
	By: Name:	/s/ Elisabeth A. Perenick Elisabeth A. Perenick
	Title:	Managing Director
NEW YORK LIFE INSURANCE COMPANY

By: Name:	/s/ Trinh Nguyen Trinh Nguyen
Title:	Corporate Vice President

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By:	New York Life Investment Management LLC,
	its Investment Manager
	By: Name:	/s/ Trinh Nguyen Trinh Nguyen
	Title:	Director
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY
By:	AIG Global Investment Corp., investment adviser
	By: Name:	/s/ William H. Hasson William H. Hasson
	Title:	Managing Director

MONY LIFE INSURANCE COMPANY OF AMERICA
By: Name:	/s/ Amy Judd Amy Judd
Title:	Investment Officer
AXA EQUITABLE LIFE INSURANCE COMPANY
By: Name:	/s/ Amy Judd Amy Judd
Title:	Investment Officer

HARTFORD FIRE INSURANCE COMPANY
By:	Hartford Investment Management Company
	Its Agent and Attorney-in-Fact
	By: Name:	/s/ Ralph D. Witt Ralph D. Witt
	Title:	Vice President
PHYSICIANS LIFE INSURANCE COMPANY
By:	Hartford Investment Management Company
	Its Investment Manager
	By: Name:	/s/ Ralph D. Witt Ralph D. Witt
	Title:	Vice President

NATIONWIDE LIFE INSURANCE COMPANY
By: Name:	/s/ Mary Beth Cadle Mary Beth Cadle
Title:	Authorized Signatory

BANKERS LIFE AND CASUALTY COMPANY
CONSECO LIFE INSURANCE COMPANY
CONSECO HEALTH INSURANCE COMPANY
By:	40|86 Advisors, Inc. acting as Investment Advisor
	By: Name:	/s/ Timothy L. Powell Timothy L. Powell
	Title:	Vice President
SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA
(FKA CONSECO SENIOR HEALTH INSURANCE COMPANY),
as a 2007 Noteholder
By:	Conning, Inc., as Investment Manager
	By: Name:	/s/ John H. DeMallie John H. DeMallie
	Title:	Director
MINNESOTA LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By: Name:	/s/ Kathleen H. Parker Kathleen H. Parker
	Title:	Vice President
AMERICAN REPUBLIC INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By: Name:	/s/ Kathleen H. Parker Kathleen H. Parker
	Title:	Vice President

BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
By:	Advantus Capital Management, Inc.
	By: Name:	/s/ Kathleen H. Parker Kathleen H. Parker
	Title:	Vice President
FORT DEARBORN LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By: Name:	/s/ Kathleen H. Parker Kathleen H. Parker
	Title:	Vice President
COLORADO BANKERS LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By: Name:	/s/ Kathleen H. Parker Kathleen H. Parker
	Title:	Vice President
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
By:	Allianz of America, Inc. as the authorized
	signatory and investment manager
	By: Name:	/s/ Gary Brown Gary Brown
	Title:	Chief Investment Officer — Fixed Income

COUNTRY LIFE INSURANCE COMPANY
By: Name:	/s/ John Jacobs John Jacobs
Title:	Director — Fixed Income

AMERICAN UNITED LIFE INSURANCE COMPANY
By: Name:	/s/ John Mason John Mason
Title:	V.P. Fixed Income Securities

THE STATE LIFE INSURANCE COMPANY
By:	American United Life Insurance Company, its Agent
	By: Name:	/s/ John Mason John Mason
	Title:	V.P. Fixed Income Securities

STATE OF WISCONSIN INVESTMENT BOARD
By: Name:	/s/ Christopher P. Prestigiacomo Christopher P. Prestigiacomo
Title:	Portfolio Manager
NATIONAL LIFE INSURANCE COMPANY
By: Name:	/s/ R. Scott Higgins R. Scott Higgins
Title:	Senior Vice President
	Sentinel Asset Management

THE UNION CENTRAL LIFE INSURANCE COMPANY
By:	Summit Investment Advisors, Inc., as Agent
	By: Name:	/s/ Andrew S. White Andrew S. White
	Title:	Managing Director — Private Placements

AMERITAS LIFE INSURANCE CORP.
By:	Summit Investment Advisors, Inc., as Agent
	By: Name:	/s/ Andrew S. White Andrew S. White
	Title:	Managing Director — Private Placements
ACACIA LIFE INSURANCE COMPANY
By:	Summit Investment Advisors, Inc., as Agent
	By: Name:	/s/ Andrew S. White Andrew S. White
	Title:	Managing Director — Private Placements

TRAVELERS CASUALTY AND SURETY COMPANY
By: Name:	/s/ David D. Rowland David D. Rowland
Title:	Senior Vice President
MODERN WOODMEN OF AMERICA
By: Name:	/s/ Douglas A. Pannier Douglas A. Pannier
Title:	Portfolio Manager — Private Placements
NATIONAL GUARDIAN LIFE INSURANCE COMPANY
By: Name:	/s/ R.A. Mucci R.A. Mucci
Title:	Senior Vice President and Treasurer

GUARANTOR ACKNOWLEDGEMENT

     The undersigned hereby acknowledges and agrees to the terms of the Third Amendment to Note Purchase Agreement, dated as of June 11, 2010 (the “Amendment”), amending that certain Note Purchase Agreement, dated as of May 31, 2007, as amended by that certain First Amendment to Note Purchase Agreement dated as of October 23, 2008 and that certain Second Amendment to Note Purchase Agreement dated as of November 6, 2008 (as amended, the “Note Purchase Agreement”), among The J. M. Smucker Company, an Ohio corporation, and the holders of Notes party thereto. The undersigned hereby confirms that the Guaranty Agreement to which the undersigned is a party remains in full force and effect after giving effect to the Amendment and continues to be the valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles.

     Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement.

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Dated as of June 11, 2010

J.M. SMUCKER LLC
By: Name:	/s/ Debra A. Marthey Debra A. Marthey
Title:	Treasurer
THE FOLGERS COFFEE COMPANY
By: Name:	/s/ Debra A. Marthey Debra A. Marthey
Title:	Treasurer

EX-10.4

Exhibit 10.4

SECOND AMENDMENT TO
NOTE PURCHASE AGREEMENT

     THIS SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of June 11, 2010 (this “Amendment”), to that certain Note Purchase Agreement, dated as of October 23, 2008 (as amended by that certain First Amendment to Note Purchase Agreement dated as of November 6, 2008 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 (i) 6.63% Senior Notes due November 1, 2018 in the aggregate principal amount of $376,000,000 and (ii) 6.12% Senior Notes due November 1, 2015 in the aggregate principal amount of $24,000,000 (collectively, the “Notes”). Capitalized terms used herein shall have the respective meanings ascribed thereto in the Existing Note Purchase Agreement unless herein defined or the context shall otherwise require.

RECITALS:

     A. The Noteholders are the holders of all of the outstanding Notes.

     B. The Company and the Noteholders now desire to amend the Existing Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

     NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

1. AMENDMENTS.

1.1. Amendment to Section 21.6 (Accounting Terms).

     Section 21.6 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 21.6 is hereby inserted in its place, to read as follows:

     “21.6 Accounting Terms.

     All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (a) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (b) all financial statements shall be prepared in accordance with GAAP. Notwithstanding the foregoing or any other provision of this Agreement, for purposes of determining compliance with the financial covenants contained in this Agreement, any election by the Company to measure any portion of a non-derivative financial liability at fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Section 825-10 or any similar accounting standard), other than to reflect a hedge of such non-derivative

financial liability (including both interest rate and foreign currency hedges), shall be disregarded and such determination shall be made as if such election had not been made.”

1.2. Amendment to Section 11 (Events of Default).

     Section 11(f) of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 11(f) is hereby inserted in its place, to read as follows:

          “(f) the Company or any Significant Subsidiary

     (i) is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or Make-Whole Amount or interest on any Indebtedness (other than Indebtedness under this Agreement and the Notes) that is outstanding in an aggregate principal amount of at least $5,000,000 beyond any period of grace provided with respect thereto (after giving effect to any consents or waivers in respect thereof); or

     (ii) is in default in the performance of or compliance with any term of any evidence of any Indebtedness under (x) the Bank Credit Agreement, (y) the 2009 Bank Credit Agreement or (z) any other Indebtedness with an outstanding principal amount of at least $40,000,000 individually or, together with other Indebtedness, with an aggregate principal amount of at least $75,000,000 or, in the case of each of clauses (x), (y) and (z), of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled at such time to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment; or

     (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) the Company or such Significant Subsidiary has become obligated to purchase or repay Indebtedness under (1) the Bank Credit Agreement, (2) the 2009 Bank Credit Agreement or (3) any other Indebtedness with an outstanding principal amount of at least $40,000,000 individually or, together with other Indebtedness, with an aggregate principal amount of at least $75,000,000 before its regular maturity or before its regularly scheduled dates of payment, or (y) one or more Persons have the right at such time to require the Company or such Significant Subsidiary so to purchase or repay such Indebtedness; or”

     1.2. Amendment to Schedule B.

     Schedule B to the Existing Note Purchase Agreement is hereby amended by inserting the following new definition into such Schedule, in its proper alphabetical order, to read as follows:

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     ““2009 Bank Credit Agreement” means that certain unsecured revolving credit facility by and among the Company, Smucker Foods of Canada Corp. (formerly known as Smucker Foods of Canada Co.), the guarantors party thereto from time to time, Bank of Montreal, as Agent, and the lenders party thereto from time to time, dated as of October 29, 2009, as such agreement may be amended or restated from time to time.”

2. NO OTHER MODIFICATIONS; CONFIRMATION.

     All the provisions of the Notes, and, except as expressly amended, modified and supplemented hereby, all the provisions of the Existing Note Purchase Agreement, are and shall remain in full force and effect. As of the Effective Date (defined below), all references in the Notes to the “Note Purchase Agreement” shall be references to the Existing Note Purchase Agreement, as modified by this Amendment and as hereafter amended, modified or supplemented in accordance with its terms.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     To induce the Noteholders to execute and deliver this Amendment (which representations shall survive such execution and delivery), the Company represents and warrants to the Noteholders that:

     (a) all of the representations and warranties contained in Section 5 of the Existing Note Purchase Agreement are correct with the same force and effect as if made by the Company on the date hereof (or, if any representation or warranty is expressly stated to have been made as of a specific date, as of such date), except that the representations contained in Sections 5.4, 5.5 and 5.15 of the Note Purchase Agreement were true and correct as of the date of the Closing;

     (b) Smucker LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Ohio;

     (c) The Folgers Coffee Company (“Folgers”) is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware;

     (d) this Amendment has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

     (e) the Existing Note Purchase Agreement and the Guaranty Agreements of Smucker LLC and Folgers each constitute a legal, valid and binding obligation, contract and agreement of the Company, Smucker LLC and Folgers, respectively, enforceable against them in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

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     (f) the execution, delivery and performance by the Company of this Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency or registration, filing or declaration with, any Governmental Authority, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation, bylaws or operating agreement, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this paragraph (f); and

     (g) as of the date hereof, no Default or Event of Default has occurred which is continuing.

4. EFFECTIVENESS.

     The amendments set forth in Section 1 of this Amendment shall become effective only upon the date of the satisfaction in full of the following conditions precedent (which date shall be the “Effective Date”):

4.1. Execution and Delivery of this Amendment.

     The Company shall have delivered to each Noteholder a counterpart hereof, duly executed and delivered by the Company, Smucker LLC, Folgers and the Required Holders.

4.2. Representations and Warranties.

     The representations and warranties of the Company made in Section 3 of this Amendment shall remain true and correct in all respects as of the Effective Date.

4.3. No Injunction, etc.

     No injunction, writ, restraining order or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority.

4.4. Amendment to 2000 Note Purchase Agreement.

     The Company shall have delivered to the Noteholders a fully executed copy of that certain Sixth Amendment to Note Purchase Agreements, dated as of the date hereof, by and among the Company and each of the Persons signatory thereto with respect to those certain separate Note Purchase Agreements, each dated as of August 23, 2000, together with each of the other instruments and agreements executed and/or delivered in connection therewith, in each case in form and substance reasonably satisfactory to the Required Holders.

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4.5. Amendment to 2004 Note Purchase Agreement.

     The Company shall have delivered to the Noteholders a fully executed copy of that certain Fourth Amendment to Note Purchase Agreement, dated as of the date hereof, by and among the Company and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of May 27, 2004, together with each of the other instruments and agreements executed and/or delivered in connection therewith, in each case in form and substance reasonably satisfactory to the Required Holders.

4.6. Amendment to 2007 Note Purchase Agreement.

     The Company shall have delivered to the Noteholders a fully executed copy of that certain Third Amendment to Note Purchase Agreement, dated as of the date hereof, by and among the Company and each of the Persons signatory thereto with respect to that certain Note Purchase Agreement, dated as of May 31, 2007, together with each of the other instruments and agreements executed and/or delivered in connection therewith, in each case in form and substance reasonably satisfactory to the Required Holders.

4.7. Payment of Special Counsel Fees.

     The Company shall have paid on or before the Effective Date the reasonable fees, charges and disbursements of Bingham McCutchen LLP, the Noteholders’ special counsel, to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Effective Date.

5. EXPENSES.

     Whether or not this Amendment shall become effective, the Company will promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all fees, expenses and costs relating to this Amendment, including, but not limited to, the reasonable fees of the Noteholders’ special counsel, Bingham McCutchen LLP, incurred in connection with the preparation, negotiation and delivery of this Amendment and any other documents related thereto. In addition, the Company will pay all such fees, expenses and costs set forth in any subsequent statement within 30 days of its receipt thereof. Nothing in this Section 5 shall limit the Company’s obligations pursuant to Section 15.1 of the Existing Note Purchase Agreement.

6. MISCELLANEOUS.

     6.1. This Amendment constitutes a contract between the Company and the Noteholders for the uses and purposes hereinabove set forth, and may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of an executed signature page by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Amendment.

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     6.2. Whenever any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party, and all the promises and agreements contained in this Amendment by or on behalf of the Company and the Noteholders shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.

     6.3. This Amendment constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms.

     6.4. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

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     IN WITNESS WHEREOF, the parties hereto have caused the execution of this Amendment by duly authorized officers of each as of the date hereof.

THE J. M. SMUCKER COMPANY
By:	/s/ Debra A. Marthey
Name:	Debra A. Marthey
Title:	Treasurer

Accepted and Agreed to:

METROPOLITAN LIFE INSURANCE COMPANY
NEW ENGLAND LIFE INSURANCE COMPANY by Metropolitan Life Insurance Company, its Investment Manager
FIRST METLIFE INVESTORS INSURANCE COMPANY by Metropolitan Life Insurance Company, its Investment Manager
By:	/s/ Judith A. Gulotta
Name:	Judith A. Gulotta
Title:	Managing Director
(executed by Metropolitan Life Insurance Company (i) as to itself as a Purchaser and (ii) as investment manager to MetLife Insurance Company of Connecticut as a Purchaser and MetLife Investors Insurance Company as a Purchaser)
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
By:	/s/ David A. Barras
Name:	David A. Barras
Its:	Authorized Representative

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT
By:	/s/ David A. Barras
Name:	David A. Barras
Its:	Authorized Representative
HARTFORD LIFE INSURANCE COMPANY HARTFORD INSURANCE COMPANY OF ILLINOIS HARTFORD CASUALTY INSURANCE COMPANY HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By:	Hartford Investment Management Company Their Agent and Attorney-in-Fact
	By:	/s/ Ralph D. Witt
	Name:	Ralph D. Witt
	Title:	Vice President
STATE FARM LIFE INSURANCE COMPANY
By:	/s/ Julie Hoyer
Name:	Julie Hoyer
Title:	Senior Investment Officer
By:	/s/ Jeffrey T. Attwood
Name:	Jeffrey T. Attwood
Title:	Investment Officer

STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY
By:	/s/ Julie Hoyer
Name:	Julie Hoyer
Title:	Senior Investment Officer
By:	/s/ Jeffrey T. Attwood
Name:	Jeffrey T. Attwood
Title:	Investment Officer
UNUM LIFE INSURANCE COMPANY OF AMERICA
By:	Provident Investment Management, LLC
Its:	Agent
	By:	/s/ Ben Vance
	Name:	Ben Vance
	Title:	Managing Director
COLONIAL LIFE & ACCIDENT INSURANCE COMPANY
By:	Provident Investment Management, LLC
Its:	Agent
	By:	/s/ Ben Vance
	Name:	Ben Vance
	Title:	Managing Director
CINCINNATI LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By:	/s/ Robert W. Thompson
	Name:	Robert W. Thompson
	Title:	Vice President

THE MUTUAL SAVINGS LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By:	/s/ Robert W. Thompson
	Name:	Robert W. Thompson
	Title:	Vice President
FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
By:	Advantus Capital Management, Inc.
	By: Name:	/s/ Robert W. Thompson Robert W. Thompson
	Title:	Vice President
GREAT WESTERN INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By:	/s/ Robert W. Thompson
	Name:	Robert W. Thompson
	Title:	Vice President
THE CATHOLIC AID ASSOCIATION
By:	Advantus Capital Management, Inc.
	By:	/s/ Robert W. Thompson
	Name:	Robert W. Thompson
	Title:	Vice President
AMERICAN REPUBLIC INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By:	/s/ Rose A. Lambros
	Name:	Rose A. Lambros
	Title:	Vice President

UNITED INSURANCE COMPANY OF AMERICA
By:	Advantus Capital Management, Inc.
	By:	/s/ Rose A. Lambros
	Name:	Rose A. Lambros
	Title:	Vice President
SECURITY NATIONAL LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By:	/s/ Rose A. Lambros
	Name:	Rose A. Lambros
	Title:	Vice President
AXA EQUITABLE LIFE INSURANCE COMPANY
By:	/s/ Amy Judd
Name:	Amy Judd
Title:	Investment Officer
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
By:	Allianz of America, Inc. as the authorized signatory and investment manager
	By:	/s/ Gary Brown
	Name:	Gary Brown
	Title:	Chief Investment Officer – Fixed Income
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
By:	/s/ Barry Scheinholtz
Name:	Barry Scheinholtz
Title:	Senior Director

THE TRAVELERS INDEMNITY COMPANY
By:	/s/ David D. Rowland
Name:	David D. Rowland
Title:	Senior Vice President
MODERN WOODMEN OF AMERICA
By:	/s/ Douglas A. Pannier
Name:	Douglas A. Pannier
Title:	Portfolio Manager – Private Placements
THE UNION CENTRAL LIFE INSURANCE COMPANY
By:	Summit Investment Advisors, Inc., as Agent
	By: Name:	/s/ Andrew S. White Andrew S. White
	Title:	Managing Director — Private Placements
AMERITAS LIFE INSURANCE CORP.
By:	Summit Investment Advisors, Inc., as Agent
	By: Name:	/s/ Andrew S. White Andrew S. White
	Title:	Managing Director — Private Placements
ACACIA LIFE INSURANCE COMPANY
By:	Summit Investment Advisors, Inc., as Agent
	By:	/s/ Andrew S. White
	Name:	Andrew S. White
	Title:	Managing Director — Private Placements

LIFE INSURANCE COMPANY OF THE SOUTHWEST
By:	/s/ R. Scott Higgins
Name:	R. Scott Higgins
Title:	Senior Vice President Sentinel Asset Management
STANDARD INSURANCE COMPANY
By:	/s/ Floyd Chadee
Name:	Floyd Chadee
Title:	Senior Vice President & Chief Financial Officer
COUNTRY LIFE INSURANCE COMPANY
By:	/s/ John Jacobs
Name:	John Jacobs
Title:	Director – Fixed Income
COUNTRY MUTUAL INSURANCE COMPANY
By:	/s/ John Jacobs
Name:	John Jacobs
Title:	Director – Fixed Income
COTTON STATES LIFE INSURANCE
By:	/s/ John Jacobs
Name:	John Jacobs
Title:	Director – Fixed Income
NATIONAL GUARDIAN LIFE INSURANCE COMPANY
By:	/s/ R.A. Mucci
Name:	R.A. Mucci
Title:	Senior Vice President & Treasurer

GUARANTOR ACKNOWLEDGEMENT

     The undersigned hereby acknowledges and agrees to the terms of the Second Amendment to Note Purchase Agreement, dated as of June 11, 2010 (the “Amendment”), amending that certain Note Purchase Agreement, dated as of October 23, 2008, as amended by that certain First Amendment to Note Purchase Agreement dated as of November 6, 2008 (as amended, the “Note Purchase Agreement”), among The J. M. Smucker Company, an Ohio corporation, and the holders of Notes party thereto. The undersigned hereby confirms that the Guaranty Agreement to which the undersigned is a party remains in full force and effect after giving effect to the Amendment and continues to be the valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles.

     Capitalized terms used herein but not defined are used as defined in the Note Purchase Agreement.

[Reminder of page intentionally left blank. Next page is a signature page.]

Dated as of June 11, 2010

J.M. SMUCKER LLC
By:	/s/ Debra A. Marthey
Name:	Debra A. Marthey
Title:	Treasurer
THE FOLGERS COFFEE COMPANY
By:	/s/ Debra A. Marthey
Name:	Debra A. Marthey
Title:	Treasurer

EX-10.6

Exhibit 10.6

THE J. M. SMUCKER COMPANY

DEFERRED STOCK UNITS AGREEMENT
(For Non-U.S. Taxpayers)
[(With Dividend Equivalents)]

     WHEREAS,                      (the “Grantee”) is an employee of The J. M. Smucker Company, an Ohio corporation (the “Company”); and

     WHEREAS, the execution of an agreement in the form hereof (this “Agreement”) has been authorized by a resolution of the Executive Compensation Committee (the “Committee”) of the Board of Directors of the Company, pursuant to                      (the “Plan”), as of                      (the “Date of Grant”);

     NOW, THEREFORE, the Company hereby grants to the Grantee                      Deferred Stock Units (as defined in the Plan) (the “Deferred Stock Units”), effective as of the Date of Grant, subject to the terms and conditions of the Plan and the following additional terms, conditions, limitations and restrictions.

ARTICLE I

DEFINITIONS

     All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan.

ARTICLE II

CERTAIN TERMS OF THE DEFERRED STOCK UNITS

1.

Grant of Deferred Stock Units. The Deferred Stock Units covered by this Agreement are granted to the Grantee effective on the Date of Grant and are subject to and granted upon the terms, conditions and restrictions set forth in this Agreement and in the Plan. The Deferred Stock Units shall become vested in accordance with Section 3 hereof. Each Deferred Stock Unit shall represent one hypothetical share of Common Stock, without par value of the Company (the “Common Stock”) and shall at all times be equal in value to one share of Common Stock. The Deferred Stock Units will be credited to the Grantee in an account established for the Grantee until payment in accordance with Section 4 hereof.

2.

Restrictions on Transfer of Deferred Stock Units. Neither the Deferred Stock Units granted hereby [(and any applicable dividend equivalents) ]nor any interest therein or in the Common Stock related thereto shall be transferable prior to payment other than by will or pursuant to the laws of descent and distribution (or to a designated beneficiary in the event of the Grantee’s death).

3.      Vesting of Deferred Stock Units.

(a)

The Deferred Stock Units shall become vested on the fourth anniversary of the Date of Grant, which such date will be ___ (the “Vesting Date”) if the Grantee shall have remained in the continuous employ of the Company or a Subsidiary during that four (4) year period. Any Deferred Stock Units not vested will be forfeited, except as provided in Section 3(b) below, if the Grantee ceases to be continuously employed by the Company prior to the Vesting Date. Deferred Stock Units may also be forfeited in the event the Board determines the Grantee has engaged in Detrimental Activity as such term is defined in the Plan.

(b)

Notwithstanding the provisions of Section 3(a), all of the Deferred Stock Units shall immediately become nonforfeitable (each, a “Vesting Event”) (i) if the Grantee dies or becomes permanently disabled while in the employ of the Company or a Subsidiary during the four-year period from the Date of Grant, (ii) if, at any time during the four-year period from the Date of Grant, the Grantee is age 60 with at least ten years of service with the Company, or (iii) if a Change in Control occurs during the four-year period from the Date of Grant while the Grantee is employed by the Company or a Subsidiary.

4.      Issuance of the Common Stock.

(a)	The Company will issue to the Grantee the Common Stock underlying the vested Deferred Stock Units on the Vesting Date or, if earlier, upon the occurrence of a Vesting Event.
(b)	Except to the extent permitted by the Company and the Plan, no Common Stock may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement.
(c)	The Company’s obligations to the Grantee with respect to the Deferred Stock Units will be satisfied in full upon the issuance of shares of Common Stock corresponding to such Deferred Stock Units.

5.      Dividend, Voting and Other Rights.

(a)      The Grantee shall have no rights of ownership in the Deferred Stock Units [except for a right to dividend equivalents payable in cash on a current basis on the Common Stock underlying the Deferred Stock Units as provided in Section 5(b) below (“dividend equivalents”), ]and shall have [no right to dividends and ]no right to vote Deferred Stock Units until the date on which the Common Stock underlying the Deferred Stock Units is transferred to the Grantee pursuant to Section 4 above.

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[(b)	Subject to the forfeiture of Deferred Stock Units as provided for in this Agreement, the Company shall pay the Grantee dividend equivalents on the Common Stock underlying the Deferred Stock Units on a current basis in cash as if such Common Stock were actually issued to the Grantee.]
([c])	The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver shares of Common Stock in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

ARTICLE III

GENERAL PROVISIONS

1.	Adjustments. The number of shares of Common Stock issuable pursuant to the Deferred Stock Units is subject to adjustment as provided in Section 13 of the Plan.
2.	Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any shares of Common Stock pursuant to this Agreement if the issuance thereof would result in a violation of any such law.
3.	Compliance with Section 409A of the Code. To the extent that the Grantee is or becomes subject to payment of U.S. tax, then appropriate adjustments may be made if necessary to make the awards comply with Section 409A of the Code. Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
4.	Withholding Taxes. To the extent that the Company or any Subsidiary is required to withhold any federal, state, local or foreign tax in connection with the Deferred Stock Units[, any applicable dividend equivalents] or the issuance of Common Shares pursuant to this Agreement, and the amounts available to the Company or such Subsidiary are insufficient, it shall be a condition to the issuance of such Common Shares that the Grantee make arrangements satisfactory to the Company or such Subsidiary for payment of the balance of such taxes required to be withheld. This tax withholding obligation shall or may be satisfied by the Company withholding Common Shares otherwise issuable pursuant to this award in order to satisfy the minimum tax withholding amount permissible under the method that results in the least amount withheld.
5.	Continuous Employment. For purposes of this Agreement, the continuous employment of the Grantee with the Company or a Subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company or Subsidiary, by reason of the (i) transfer of his employment

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	among the Company and its Subsidiaries or (ii) a leave of absence approved by an officer of the Company or a Subsidiary.
6.	Right to Terminate Employment. No provision of this Agreement shall limit in any way whatsoever any right that the Company or a Subsidiary may otherwise have to terminate the employment of the Grantee at any time. Nothing herein shall be deemed to create a contract or a right to employment with respect to the Grantee.
7.	Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement, or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.
8.	Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall impair the rights of the Grantee under this Agreement without the Grantee’s consent.
9.	Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
10.	Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Board acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Deferred Stock Units.
11.	Governing Law. This Agreement is made under, and shall be governed by and construed in accordance with the internal substantive laws of the State of Ohio.
	This Agreement is executed by the Company as of the                      day of 20     .

THE J. M. SMUCKER COMPANY

By:

Title:

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     The undersigned hereby acknowledges receipt of an executed original of this Deferred Stock Units Agreement, together with a copy of the Plan Prospectus, dated                     , summarizing key provisions of the Plan, and accepts the award of Deferred Stock Units granted hereunder on the terms and conditions set forth herein and in the Plan.

Date:                     , 20        Grantee:                    

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EX-31.1

Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Timothy P. Smucker, Co-Chief Executive Officer of The J. M. Smucker Company, certify that:

(1)	I have reviewed this quarterly report on Form 10-Q of The J. M. Smucker Company;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 9, 2010

/s/ Timothy P. Smucker
Name:	Timothy P. Smucker
Title:	Co-Chief Executive Officer

EX-31.2

Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Richard K. Smucker, Co-Chief Executive Officer of The J. M. Smucker Company, certify that:

(1)	I have reviewed this quarterly report on Form 10-Q of The J. M. Smucker Company;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 9, 2010

/s/ Richard K. Smucker
Name:	Richard K. Smucker
Title:	Co-Chief Executive Officer

EX-31.3

Exhibit 31.3

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Mark R. Belgya, Chief Financial Officer of The J. M. Smucker Company, certify that:

(1)	I have reviewed this quarterly report on Form 10-Q of The J. M. Smucker Company;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 9, 2010

/s/ Mark R. Belgya
Name:	Mark R. Belgya
Title:	Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report on Form 10-Q of The J. M. Smucker Company (the “Company”) for the quarter ended July 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Timothy P. Smucker
Name:	Timothy P. Smucker
Title:	Co-Chief Executive Officer
/s/ Richard K. Smucker
Name:	Richard K. Smucker
Title:	Co-Chief Executive Officer
/s/ Mark R. Belgya
Name:	Mark R. Belgya
Title:	Chief Financial Officer

Date: September 9, 2010

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.