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$55	Preview Subscribers	2004	Agreement and Plan of Merger Agreement and Plan of Merger (319K) Doc #444063: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER by and among INTERNATIONAL MULTIFOODS CORPORATION, MIX ACQUISITION CORPORATION and THE J. M. SMUCKER COMPANY Dated as of March 7, 2004 TABLE OF CONTENTS PAGE . . . 444063	J.M. Smucker J.M. Smucker Co. ( Food Processing ) ; General Mills General Mills, Inc. ( Food Processing ) As referenced in this Agreement and Plan of Merger: General Mills, Inc – Owned Intellectual Property so as to not materially adversely affect the validity or enforceability of the Owned Intellectual Property; and (B) with respect to the Licensed Intellectual Property licensed from General Mills, Inc . and The Pillsbury Company to Company or the Company Subsidiaries, the Company or one of the Company Subsidiaries, as the case may be, has taken all reasonably prudent actions, _____________ General Mills, Inc – Company Subsidiaries, the Company or one of the Company Subsidiaries, as the case may be, has taken all reasonably prudent actions, within the constraints of the applicable license agreement from General Mills, Inc . and The Pillsbury Company, necessary to maintain and protect such Licensed Intellectual Property so as to not materially adversely affect the validity or enforceability of such Licensed Intellectual Property. ( _____________ dt 1521821 ;	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Agreement and Plan of Merger: Wells Fargo Bank Minnesota, N.A. – Agreement. Each share of Company Common Stock carries with it an associated share purchase right (collectively, the "COMPANY RIGHTS") issued pursuant to the Share Rights Agreement between the Company and Wells Fargo Bank Minnesota, N.A. , as Rights Agent, dated as of September 15, 2000 (the "COMPANY RIGHTS AGREEMENT"), which entitles the holder thereof to purchase, on the occurrence of certain events, Company Common Stock _____________ dt 1526525 ; Faegre & Benson Faegre & Benson ( Legal ) As referenced in this Agreement and Plan of Merger: Faegre & Benson – c) Opinions Regarding Tax Treatment. Parent and the Company shall cooperate with each other in obtaining the opinions of Jones Day, counsel to Parent, for the benefit of Parent, and Faegre & Benson LLP, counsel to the Company, for the benefit of the Company's shareholders, respectively, dated on or about the date the Proxy Statement is first mailed to shareholders of the _____________ Faegre & Benson – a party to such reorganization within the meaning of Section 368(b) of the Code. In connection therewith, each of Parent and the Company shall deliver to Jones Day and Faegre & Benson LLP customary representation letters in form and substance reasonably satisfactory to such counsel, and at such time or times that may be reasonably requested by such law firms (the representation _____________ Faegre & Benson – all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. (c) Tax Opinion. The Company must have received from Faegre & Benson LLP, counsel to the Company, an opinion dated on or about the date the Proxy Statement is first mailed to shareholders of the Company and Parent and updated as of _____________ Faegre & Benson – notice): if to the Company, to: International Multifoods Corporation 110 Cheshire Lane, Suite 300 Minnetonka, Minnesota 55305-1060 Telecopy No.: (952) 594-3367 Attention: General Counsel with a copy to: Faegre & Benson LLP 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota 55402 Telecopy No.: (612) 766-1600 Attention: Philip S. Garon if to Parent, to: The J. M. Smucker Company _____________ dt 1375695
$36	Preview Subscribers	2002	Agreement and Plan of Merger Agreement and Plan of Merger (54K) Doc #444265: Click preview link for longer preview. 444265	J.M. Smucker J.M. Smucker Co. ( Food Processing )
$46	Preview Subscribers	2001	Agreement and Plan of Merger Agreement and Plan of Merger (163K) Doc #444321: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER BY AND AMONG THE PROCTER & GAMBLE COMPANY, THE PROCTER & GAMBLE OHIO BRANDS COMPANY AND THE J.M. SMUCKER COMPANY Dated as of October 9, 2001 2 ARTICLE I DEFINITIONS...... . . . 444321	J.M. Smucker J.M. Smucker Co. ( Food Processing ) ;	Fried Frank Fried, Frank, Harris, Shriver & Jacobson ( Legal ) As referenced in this Agreement and Plan of Merger: Fried, Frank – matters set forth in Section 7.03(a) and this Section 7.03(b); (c) P&G will have received a written opinion, dated as of the Closing Date, from Fried, Frank , Harris, Shriver & Jacobson, counsel to P&G, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section _____________ dt 1523013
$52	Preview Subscribers	2007	J.M. Smucker Company J.M. Smucker Company (177K) Doc #2976248: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER among THE J.M. SMUCKER COMPANY, EF ACQUISITION COMPANY, EAGLE FAMILY FOODS HOLDINGS, INC. and CRAIG STEINKE, as Stockholders? Representative March 31, 2007 TABLE OF CONTENTS Page ARTICLE 1: DEFINITIONS 1 1.1 Definitions 1 1.2 Accounting Terms 1 ARTICLE 2: THE MERGER 1 2.1 The . . . 2976248	J.M. Smucker J.M. Smucker Co. ( Food Processing )
$99	Preview Subscribers	2003	Annual Report to Shareholders Annual Report to Shareholders (1,138K) Doc #2367890: Click preview link for longer preview. Fifth Third Funds Annual Report July 31, 2002 [LOGO] STOCK AND BOND MUTUAL FUNDS Annual Report to Shareholders July 31, 2002 NOTICE OF DELIVERY OF PROSPECTUSES, SEMI-ANNUAL REPORTS AND ANNUAL REPORTS In order to reduce expenses of the Fifth Third Funds incurred in connection with the mailing of prospectuses, . . . 2367890	J.M. Smucker J.M. Smucker Co. ( Food Processing ) As referenced in this Annual Report to Shareholders: J.M. Smucker Co. – Co. 431 19,400 Gannett, Inc. 1,395 9,700 General Mills, Inc. 402 9,000 H.J. Heinz Co. 346 32,500 International Paper Co. 1,294 1,522 J.M. Smucker Co. 51 26,300 Kellogg Co. 906 19,900 Marriott International, Inc. 667 21,900 Mattel, Inc. 412 8,225 New York Times Co. 372 90,805 PepsiCo, Inc. 3, _____________ dt 1507560 ; 3Com 3Com Corp. ( Computer Networks ) As referenced in this Annual Report to Shareholders: 3Com Corp. – of Portfolio Investments (continued) July 31, 2002 (Amounts in thousands except share amounts) -------------------------------------------------------------------------------- {TABLE} {CAPTION} Shares or Principal Security Amount Description Value --------- ------------------------------------- ------- {C} {S} {C} Telecommunications - 5.2% ------------------------------------- 327,000 3Com Corp. (b) $ 1,475 200,000 AT&T Corp. 2,035 276,800 Crown Castle International (b) 637 350,000 JDS Uniphase Corp. (b) 886 35,000 Verizon Communications, Inc. _____________ dt 1564993 ; Acxiom Acxiom Corp. ( Computer Services ) As referenced in this Annual Report to Shareholders: Acxiom Corp. – Republic Bancorp., Inc. 2,694 112,500 Texas Regional Bancshares, Inc. 3,712 ------------------------------------ -------- Total 12,273 ------------------------------------ -------- Business Equipment & Services - 7.5% ------------------------------------ 150,000 ABM Industries, Inc. 2,475 100,000 Acxiom Corp. (b) 1,586 75,000 Administaff, Inc. (b) 563 75,000 Advo, Inc. (b) 2,582 100,000 Catalina Marketing Corp. (b) 2,874 125,000 Copart, Inc. (b) _____________ dt 1536566 ;	AES AES Corp. ( Electric Utilities ) As referenced in this Annual Report to Shareholders: AES Corp. – assets), up 75.4%, and Boston Scientific Corp. (0.14%), up 66.5%. The poorest performers during the period were Qwest Communications International, Inc. (0.01%), down 95.1%, and AES Corp. (0.01%), down 94.6%./++/ Q. What is your outlook for large-company stocks going forward? A. The U.S. economy should improve going forward; however, the recovery depends _____________ AES Corp. – 275 55,405 Southwest Airlines Co. 765 18,100 Union Pacific Corp. 1,062 80,300 United Parcel Service, Inc. 5,247 ---------------------------------------- ------- Total 10,721 ---------------------------------------- ------- Utilities - 2.7% ---------------------------------------- 42,600 AES Corp. (b) 87 9,000 Allegheny Energy, Inc. 189 10,400 Ameren Corp. 454 24,360 American Electric Power Company, Inc. 802 29,700 Calpine Corp. (b) 148 10,200 _____________ dt 1567822 ; Affiliated Affiliated Computer Services Inc. ( Computer Services ) As referenced in this Annual Report to Shareholders: Affiliated Computer Services, Inc. – What stocks helped boost returns? A. The Fund's top-performing stocks were North Fork Bancorp. (2.66% of net assets), Zebra Technologies Corp. (1.88%), Fastenal Co. (2.99%), Affiliated Computer Services, Inc. (0.77%) and First Tennessee National Corp. (4.75%)./++/ Q. What is your outlook for the stock market, and how will you position the Fund in that environment? A. _____________ Affiliated Computer Services, Inc. – from their low valuations. Q. What were the Fund's top five holdings at the end of the period? A. The top five holdings as of July 31, 2002 were Affiliated Computer Services, Inc. (5.09% of net assets), Cardinal Health, Inc. (4.63%), HCA-The Healthcare Co. (4.42%), Willis Group Holdings Ltd. (4.02%), and Forest Laboratories, Inc. (3.87%)./++/ ------------ /++/ The _____________ Affiliated Computer Services, Inc. – 323,000 National Commerce Bancorp. 8,317 160,000 North Fork Bancorp. 6,498 215,000 SouthTrust Corp. 5,427 ---------------------------------------- ------- Total 31,845 ---------------------------------------- ------- Business Equipment & Services - 0.8% ---------------------------------------- 40,000 Affiliated Computer Services, Inc. (b) 1,879 ---------------------------------------- ------- Business Services - 4.1% ---------------------------------------- 63,000 Cintas Corp. 2,765 192,000 Fastenal Co. (b) 7,309 ---------------------------------------- ------- Total 10,074 ---------------------------------------- ------- Computer Software & Services - 8.3% ---------------------------------------- 355, _____________ Affiliated Computer Services, Inc. – amounts) -------------------------------------------------------------------------------- {TABLE} {CAPTION} Security Shares Description Value ------ -------------------------------------- ------ {C} {S} {C} Common Stocks - 100.1% Banking - 1.3% -------------------------------------- 7,014 Wells Fargo Co. $ 357 -------------------------------------- ------ Business Equipment & Services - 6.3% -------------------------------------- 29,100 Affiliated Computer Services, Inc. (b) 1,367 16,300 Concord EFS, Inc. (b) 318 -------------------------------------- ------ Total 1,685 -------------------------------------- ------ Chemicals - 0.6% -------------------------------------- 3,165 Praxair, Inc. 166 -------------------------------------- ------ Computer Software & Services - 6.3% -------------------------------------- 14,775 Fiserv, _____________ dt 1446939 ; More...
$60	Preview Subscribers	2006	Asset Purchase Agreement Asset Purchase Agreement (141K) Doc #2492482: Click preview link for longer preview. ASSET PURCHASE AGREEMENT between Horizon Milling G.P. (Purchaser) and Smucker Foods of Canada Co. (Seller) Dated as of July 19, 2006 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (ï¿½Agreementï¿½) is dated as of July 19, 2006, between Horizon Milling G.P., a general partnership formed under the Laws of the Province of Ontario (ï¿½Purchaserï¿½), and Smucker Foods of Canada Co., an unlimited liability company formed under the Laws of the Province of Nova Scotia (ï¿½Sellerï¿½). Section 10 of this Agreement . . . 2492482	J.M. Smucker J.M. Smucker Co. ( Food Processing ) ; UFCWU United Food & Commercial Workers Union ( Unions ) As referenced in this Asset Purchase Agreement: United Food and Commercial Workers Union – or association of Employees which regulates relations between Seller and Employees through collective bargaining, or any other representative of any of the Employees, including (a) as to Port Colborne, the United Food and Commercial Workers Union and its Local 416P; (b) as to Saskatoon, the United Food and Commercial Workers Union and its Local 342P; and (c) as to Montreal, the Teamsters and its Local _____________ United Food and Commercial Workers Union – any other representative of any of the Employees, including (a) as to Port Colborne, the United Food and Commercial Workers Union and its Local 416P; (b) as to Saskatoon, the United Food and Commercial Workers Union and its Local 342P; and (c) as to Montreal, the Teamsters and its Local 973. Union Contracts means (a) as to Port Colborne, the 3-year collective agreement dated _____________ dt 1573292 ;	Calfee Halter Calfee, Halter & Griswold ( Legal ) As referenced in this Asset Purchase Agreement: Calfee, Halter – each case to the following addresses: If to Seller: Smucker Foods of Canada Co. Strawberry Lane Orrville, Ohio 44667 Attention: General Counsel Facsimile: (330) 684-3428 with a copy to: Calfee, Halter & Griswold LLP 1400 McDonald Investment Center 800 Superior Avenue Cleveland, Ohio 44114 Attention: Michael Marhofer, Esq. Facsimile: (216) 241-0816 If to Purchaser: Horizon Milling G.P. c/ _____________ dt 1559809
$41	Subscribers	2003	Audit Committee Charter Audit Committee Charter (10K) Doc #444115: This document is immediately available for purchase, but does not have a preview available for viewing. 444115	J.M. Smucker J.M. Smucker Co. ( Food Processing )
$37	Preview Subscribers	2006	Consulting Agreement Consulting Agreement (13K) Doc #2187252: Click preview link for longer preview. CONSULTING AGREEMENT The J. M. SMUCKER COMPANY, an Ohio corporation with its principal place of business at Strawberry Lane, Orrville, Ohio 44667 ("JMS"), and Richard G. Jirsa, 169 Whittlesey Drive, Tallmadge, Ohio 44278 ("CONSULTANT"), hereby agree as follows: 1. RECITALS. Consultant has substantial experience and knowledge relating to JMS's financial and accounting procedures. Because of Consultant's experience, JMS desires to engage him on a consulting basis to provide advice in these areas. Consultant is agreeable to . . . 2187252	J.M. Smucker J.M. Smucker Co. ( Food Processing )
$32	Subscribers	2007	Consulting Agreement Consulting Agreement (12K) Doc #2976249: This document is immediately available for purchase, but does not have a preview available for viewing. 2976249	J.M. Smucker J.M. Smucker Co. ( Food Processing )
$41	Subscribers	2007	Consulting Agreement Consulting Agreement (12K) Doc #3248342: This document is immediately available for purchase, but does not have a preview available for viewing. 3248342	J.M. Smucker J.M. Smucker Co. ( Food Processing )
$39	Preview Subscribers	2001	Contribution Agreement Contribution Agreement (87K) Doc #444322: Click preview link for longer preview. CONTRIBUTION AGREEMENT AMONG THE PROCTER & GAMBLE COMPANY, THE PROCTER & GAMBLE MANUFACTURING COMPANY THE PROCTER & GAMBLE OHIO BRANDS COMPANY AND THE J.M. SMUCKER COMPANY DATED AS OF OCTOBER 9, 2001 EXECUTION COPY 2 CONTRIBUTION AGREEMENT . . . 444322	J.M. Smucker J.M. Smucker Co. ( Food Processing )
$42	Subscribers	2003	Corporate Governance Guidelines Corporate Governance Guidelines (13K) Doc #444114: This document is immediately available for purchase, but does not have a preview available for viewing. 444114	J.M. Smucker J.M. Smucker Co. ( Food Processing )
$96	Preview Subscribers	2004	Credit Agreement Credit Agreement (367K) Doc #443877: Click preview link for longer preview. CREDIT AGREEMENT AMONG THE J. M. SMUCKER COMPANY, AS US BORROWER, AND J.M. SMUCKER (CANADA) INC., AS CANADIAN BORROWER, THE LENDERS NAMED HEREIN, AS LENDERS, AND KEYBANK NATIONAL ASSOCIATION, AS LEAD . . . 443877	J.M. Smucker J.M. Smucker Co. ( Food Processing ) ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Credit Agreement: ABN AMRO Bank N.V., – CREDIT COMMITMENT COMMITMENT CANADIAN LENDERS PERCENTAGE AMOUNT MAXIMUM AMOUNT ---------------- ---------- ------ -------------- {S} {C} {C} {C} Bank of Montreal 71.43% $50,000,000 $ 50,000,000 LaSalle Business Credit, a division of ABN AMRO Bank N.V., Canada Branch 28.57% $20,000,000 $ 20,000,000 ------ ----------- ------------ Maximum Canadian Revolving Amount 100.00% $70,000,000 $ 70,000,000 ------ ----------- ------------ TOTAL COMMITMENT AMOUNT $180,000,000 ------------ {/TABLE} _____________ dt 1470913 ; ABN AMRO Bank ABN AMRO Bank N.V. ( Money Center Banks ) As referenced in this Credit Agreement: ABN AMRO Bank N.V., – CREDIT COMMITMENT COMMITMENT CANADIAN LENDERS PERCENTAGE AMOUNT MAXIMUM AMOUNT ---------------- ---------- ------ -------------- {S} {C} {C} {C} Bank of Montreal 71.43% $50,000,000 $ 50,000,000 LaSalle Business Credit, a division of ABN AMRO Bank N.V., Canada Branch 28.57% $20,000,000 $ 20,000,000 ------ ----------- ------------ Maximum Canadian Revolving Amount 100.00% $70,000,000 $ 70,000,000 ------ ----------- ------------ TOTAL COMMITMENT AMOUNT $180,000,000 ------------ {/TABLE} _____________ dt 1470913 ;	Bank of Montreal Bank of Montreal ( Regional Banks ) As referenced in this Credit Agreement: BANK OF MONTREAL, – COMPANY, AS US BORROWER, AND J.M. SMUCKER (CANADA) INC., AS CANADIAN BORROWER, THE LENDERS NAMED HEREIN, AS LENDERS, AND KEYBANK NATIONAL ASSOCIATION, AS LEAD ARRANGER AND ADMINISTRATIVE AGENT, AND BANK OF MONTREAL, AS CANADIAN FUNDING AGENT AND DOCUMENTATION AGENT --------------------- DATED AS OF JUNE 18, 2004 --------------------- ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE ---- {S} {C} ARTICLE I. DEFINITIONS........................................................................................ 1 Section 1.1. _____________ BANK OF MONTREAL, – 10 hereof (collectively, the "Lenders" and, individually, each a "Lender"); (d) KEYBANK NATIONAL ASSOCIATION, as the lead arranger and administrative agent for the Lenders under this Agreement ("Agent"); and (e) BANK OF MONTREAL, as the Canadian funding agent and documentation agent under this Agreement (the "Canadian Funding Agent"). WITNESSETH: WHEREAS, Borrowers, Agent and the Lenders desire to contract for the establishment of _____________ Bank of Montreal, – the aggregate principal amount of all Canadian CAD Swing Loans outstanding, and (b) the aggregate principal amount of all Canadian USD Swing Loans outstanding. "Canadian Swing Line Lender" shall mean Bank of Montreal, as holder of the Canadian Swing Line Commitment. "Canadian Swing Line Note" shall mean the Canadian Swing Line Note executed and delivered pursuant to Section 2.5(d) hereof. " _____________ Bank of Montreal – agent for the Lenders in respect of this Agreement upon the terms and conditions set forth elsewhere in this Agreement, and upon the following terms and conditions. The Lenders authorize Bank of Montreal and Bank of Montreal hereby agrees to act as Canadian funding agent for the Canadian Lenders in respect of this Agreement upon the terms and conditions set forth elsewhere in _____________ Bank of Montreal – in respect of this Agreement upon the terms and conditions set forth elsewhere in this Agreement, and upon the following terms and conditions. The Lenders authorize Bank of Montreal and Bank of Montreal hereby agrees to act as Canadian funding agent for the Canadian Lenders in respect of this Agreement upon the terms and conditions set forth elsewhere in this Agreement, and upon _____________ dt 1443637 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Credit Agreement: Bank of New York – Rate" shall mean, for any day, the rate per annum (rounded upward to the nearest one one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, _____________ dt 1584208 ; Keybank Keybank NA ( Money Center Banks ) As referenced in this Credit Agreement: KEYBANK NA – EXHIBIT 10.2 ================================================================================ CREDIT AGREEMENT AMONG THE J. M. SMUCKER COMPANY, AS US BORROWER, AND J.M. SMUCKER (CANADA) INC., AS CANADIAN BORROWER, THE LENDERS NAMED HEREIN, AS LENDERS, AND KEYBANK NA TIONAL ASSOCIATION, AS LEAD ARRANGER AND ADMINISTRATIVE AGENT, AND BANK OF MONTREAL, AS CANADIAN FUNDING AGENT AND DOCUMENTATION AGENT --------------------- DATED AS OF JUNE 18, 2004 --------------------- ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} { _____________ KEYBANK NA – 1 hereto and each other Eligible Transferee, as hereinafter defined, that becomes a party hereto pursuant to Section 10.10 hereof (collectively, the "Lenders" and, individually, each a "Lender"); (d) KEYBANK NA TIONAL ASSOCIATION, as the lead arranger and administrative agent for the Lenders under this Agreement ("Agent"); and (e) BANK OF MONTREAL, as the Canadian funding agent and documentation agent under _____________ KeyBank Na – Million Dollars ($15,000,000). "US Swing Line Exposure" shall mean, at any time, the aggregate principal amount of all US Swing Loans outstanding. "US Swing Line Lender" shall mean KeyBank Na tional Association, as holder of the US Swing Line Commitment. "US Swing Line Note" shall mean the US Swing Line Note executed and delivered pursuant to Section 2.5(b) _____________ KeyBank Na – and no Lender shall act independently with respect thereto, except as otherwise specifically set forth in this Agreement. ARTICLE IX. THE AGENT AND THE CANADIAN FUNDING AGENT The Lenders authorize KeyBank Na tional Association and KeyBank National Association hereby agrees to act as agent for the Lenders in respect of this Agreement upon the terms and conditions set forth elsewhere in this _____________ KeyBank Na – act independently with respect thereto, except as otherwise specifically set forth in this Agreement. ARTICLE IX. THE AGENT AND THE CANADIAN FUNDING AGENT The Lenders authorize KeyBank National Association and KeyBank Na tional Association hereby agrees to act as agent for the Lenders in respect of this Agreement upon the terms and conditions set forth elsewhere in this Agreement, and upon the _____________ dt 1367379
$33	Subscribers	2005	Deferred Shares Agreement Deferred Shares Agreement (11K) Doc #443813: This document is immediately available for purchase, but does not have a preview available for viewing. 443813	J.M. Smucker J.M. Smucker Co. ( Food Processing )
$40	Preview Subscribers	2003	Executive Compensation Committee Charter Executive Compensation Committee Charter (6K) Doc #444116: Click preview link for longer preview. THE J. M. SMUCKER COMPANY EXECUTIVE COMPENSATION COMMITTEE CHARTER (Adopted April 15, 2003) PURPOSES The primary responsibility of the executive compensation committee shall be to approve the compensation arrangements for the Company's senior management and to periodically review the compensation paid to the Board, as such responsibilities are more specifically identified below. COMPOSITION The size of the committee shall be determined by the Board, provided that the committee shall always have at least three members. Each committee member will be "independent" under the rules of the New York Stock Exchange and the Company's corporate governance guidelines. Specifically, the members of the committee shall be independent of management and free from any relationship that, in the opinion of the Board, could interfere with the exercise of independent judgment for the purpose of determining the fairness of compensation arrangements for senior management and providing the recipients of compensation the protection afforded by such independent oversight. The Board selects committee members and the committee chair. Each committee member will serve at the pleasure of the Board for such term as the Board may decide or until such committee member is no longer a Board member. DUTIES AND RESPONSIBILITIES The following are the duties and responsibilities of the committee: In consultation with senior management, the committee shall develop and implement the Company's compensation program for executive officers, including determination of amounts paid out under the Company's Management Incentive Program ("MIP"). The committee shall review and approve, at least annually, corporate goals and objectives relating to the compensation of the co-CEOs and the other executive officers of the Company and evaluate the co-CEOs' performances in light of those goals and make recommendations to the Board with respect to the Company's MIP and other equity-based plans. The committee will set the compensation of the co-CEOs, the Company's executive officers, and selected other senior managers. The committee shall review and approve the Company's equity incentive plans and grants of stock options and other equity or equity-based 444116	J.M. Smucker J.M. Smucker Co. ( Food Processing )
$40	Subscribers	2003	Nominating and Corporate Governance Committee Charter Nominating and Corporate Governance Committee Charter (7K) Doc #444117: This document is immediately available for purchase, but does not have a preview available for viewing. 444117	J.M. Smucker J.M. Smucker Co. ( Food Processing )
$43	Subscribers	2001	Nonemployee Director Stock Option Plan Nonemployee Director Stock Option Plan (14K) Doc #444273: This document is immediately available for purchase, but does not have a preview available for viewing. 444273	J.M. Smucker J.M. Smucker Co. ( Food Processing )
$39	Subscribers	2006	Nonemployee Director Deferred Compensation Plan Nonemployee Director Deferred Compensation Plan (18K) Doc #2616237: This document is immediately available for purchase, but does not have a preview available for viewing. 2616237	J.M. Smucker J.M. Smucker Co. ( Food Processing )
$35	Subscribers	2006	Non-Qualified Stock Option Agreement Non-Qualified Stock Option Agreement (13K) Doc #2658099: This document is immediately available for purchase, but does not have a preview available for viewing. 2658099	J.M. Smucker J.M. Smucker Co. ( Food Processing )
$91	Preview Subscribers	2004	Note Purchase Agreement Note Purchase Agreement (335K) Doc #443876: Click preview link for longer preview. THE J. M. SMUCKER COMPANY ------------------ NOTE PURCHASE AGREEMENT ------------------ DATED AS OF MAY 27, 2004 $100,000,000 4.78% SENIOR NOTES DUE JUNE 1, 2014 THE HOLDERS OF THE NOTES ISSUED PURSUANT TO THIS AGREEMENT HAVE BEEN REQUESTED, AS A COURTESY, BUT SHALL HAVE NO OBLIGATION UNDER THIS AGREEMENT, TO PROVIDE THE COMPANY WITH NOTICE OF THEIR DISCLOSURE OF "CONFIDENTIAL INFORMATION" (AS DEFINED . . . 443876	J.M. Smucker J.M. Smucker Co. ( Food Processing ) ; Fleming Fleming Companies, Inc. ( Grocery ) As referenced in this Note Purchase Agreement: Fleming Companies, Inc. – Simply 100% Fruit and lower priced the Company products. The Company believes these suits are without merit and intends to vigorously defend these actions. 2. On April 1, 2003, the Fleming Companies, Inc. and numerous related entities (collectively, "FLEMING") filed Voluntary Petitions for bankruptcy in the Bankruptcy Court for the District of Delaware, Bankruptcy Case No. 03-10945(MFW), under Chapter 11, _____________ dt 1506903 ; Fleming Fleming Companies, Inc. ( Grocery ) As referenced in this Note Purchase Agreement: Fleming Companies, Inc. – Simply 100% Fruit and lower priced the Company products. The Company believes these suits are without merit and intends to vigorously defend these actions. 2. On April 1, 2003, the Fleming Companies, Inc. and numerous related entities (collectively, "FLEMING") filed Voluntary Petitions for bankruptcy in the Bankruptcy Court for the District of Delaware, Bankruptcy Case No. 03-10945(MFW), under Chapter 11, _____________ dt 1541843 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Note Purchase Agreement: Bank of New York – Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Number; Principal Amount R-7; $14,000,000 Payment on Account of Note Method Federal Funds Wire Transfer Account Information The Bank of New York New York, NY ABA # 021-000-018 Account # 890-0304-391 Re: Security No! INV 10502! and (See "Accompanying information" below) Accompanying Information Name of Company: J.M. SMUCKER _____________ Bank of New York – in Which Note is Registered HARE & CO. Note Registration Number; Principal Amount R-8; $14,000,000 Payment on Account of Note Method Federal Funds Wire Transfer Account Information The Bank of New York ABA # 021-000-018 Beneficiary: IOC566 or GLA111566 Attn: PP P&I Department Ref: General Electric Capital Assurance Company - PRU Account # 127948 Re: Security No! INV 10502! and (See " _____________ Bank of New York – Payments State Street 801 Pennsylvania Kansas City, MO 64105 Attn: Klaus Diem Account: General Electric Capital Assurance Company Fax: 816-691-5593 Email: geam@statestreetkc.com with a copy to: Bank of New York P.O. Box 19266 Newark, NJ 07195 Attn: PP P&I Department Ref: General Electric Capital Assurance Company Account # 127948 (See "Accompanying information" above) Address for All Other Notices _____________ Bank of New York – General Partner By: _____________________________ Name: Title: Vice President {/TABLE} Schedule A-8 {PAGE} {TABLE} {CAPTION} PURCHASER NAME GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY -------------- ------------------------------------------ {S} {C} Instructions for Delivery of Notes The Bank of New York One Wall Street 3rd Floor, Window A New York, NY 10286 Ref: General Electric Capital Assurance Company (GECA-PRU) Account # 127948 with a copy of the above transmittal to: _____________ Bank of New York – Name in Which Note is Registered HARE & CO. Note Registration Number; Principal Amount R-13; $1,000,000 Payment on Account of Note Method Federal Funds Wire Transfer Account Information Bank of New York ABA # 021-000-018 For credit to: BBK=IOC 363 For further credit to: Industrial-Alliance Pacific Life Insurance Company Account # 270384 Re: see "Accompanying Information" below Accompanying Information _____________ dt 1584207 ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Note Purchase Agreement: Chase Manhattan Bank – is Registered MERRILL LYNCH FOR GREAT WESTERN INSURANCE COMPANY Note Registration Number; Principal Amount R-15; $500,000 Payment on Account of Note Method Federal Funds Wire Transfer Account Information Chase Manhattan Bank NY ABA # 021-000-021 Account # 9304019012 / MLPFS Ref: Great Western Insurance Company Account # 70G-13700 Contact: Jeff Ferrari 201-557-1314 Re: see "Accompanying Information" below Accompanying Information Name _____________ dt 1425806 ; More...

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