SMUCKER J M CO
EX-10.14 NOTE PURCHASE AGREEMENTS AMENDMENT
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<TYPE>EX-10.14
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<FILENAME>l08405aexv10w14.txt
<DESCRIPTION>EX-10.14 NOTE PURCHASE AGREEMENTS AMENDMENT
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                                                                   Exhibit 10.14

                   FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTS

         THIS FIRST AMENDMENT, dated as of November 30, 2001 (the "AMENDMENT"),
to the separate Note Purchase Agreements, dated as of August 23, 2000, is among
The J.M. Smucker Company, an Ohio corporation (the "COMPANY"), and each of the
institutions which is a signatory to this Amendment (collectively, the
"PURCHASERS").

                                    RECITALS:

         A. The Company and each of the Purchasers have heretofore entered into
separate Note Purchase Agreements dated as of August 23, 2000 (collectively, as
amended and in effect immediately prior to the effectiveness of this Amendment,
the "EXISTING NOTE PURCHASE AGREEMENT"), pursuant to which the Company issued:
(a) $17,000,000 aggregate principal amount of its 7.70% Series A Senior Notes
due September 1, 2005 (the "SERIES A NOTES"), (b) $33,000,000 aggregate
principal amount of its 7.87% Series B Senior Notes due September 1, 2007 (the
"SERIES B NOTES"), and (c) $10,000,000 aggregate principal amount of its 7.94%
Series C Senior Notes due September 1, 2010 (the "SERIES C NOTES", and together
with the Series A Notes and the Series B Notes, collectively, the "NOTES").

         B. The Purchasers are the holders of all of the outstanding Notes.

         C. 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.

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

         E. All requirements of law have been fully complied with and all other
acts and things necessary to make this Amendment a legal, valid and binding
instrument according to its terms for the purposes herein expressed have been
done or performed.

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

1.       AMENDMENTS.

         1.1. AMENDMENT TO SCHEDULE B. The definition of "Change in Control"
appearing in Schedule B to the Existing Note Purchase Agreement is hereby
deleted in its entirety and replaced with the following:

         "CHANGE IN CONTROL" - means any of:

                           (a) (i) prior to the Merger, the failure of the
                  Smucker Family to hold, in the aggregate, not less than the
                  greater of: (A) 35% of the total voting power of all classes
                  of the Voting Stock of the Company; and (B) not less than
                  twice the amount of Ordinary Voting Power of all classes of
                  the Voting Stock of the Company possessed by the Largest Other
                  Shareholder; and

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                           (ii) effective as of the Merger, the failure of the
                  Smucker Family to hold, in the aggregate, not less than the
                  greater of (A) 10% of the Special Voting Power of all classes
                  of Voting Stock of the Company and (B) not less than the
                  amount of the Special Voting Power of all classes of the
                  Voting Stock of the Company possessed by the Largest Other
                  Shareholder, or

                           (iii) effective as of the Merger, the failure of the
                  Smucker Family to hold, in the aggregate, not less than the
                  greater of (A) 5% of the Ordinary Voting Power of all classes
                  of the Voting Stock of the Company and (B) not less than the
                  amount of Ordinary Voting Power of all classes of the Voting
                  Stock of the Company possessed by the Largest Other
                  Shareholder;


                  (b) all or substantially all of the assets of the Company are
         sold or otherwise transferred, in a single transaction or a series of
         related transactions, to any person (as such term is used in section
         13(d) and section 14(d)(2) of the Exchange Act as in effect on the date
         of the Closing) or related persons constituting a group (as such term
         is used in Rule 13d-5 under the Exchange Act as in effect on the date
         of the Closing); or

                  (c) if, for any reason whatsoever, either Timothy P. Smucker
         or Richard K. Smucker (or both) shall fail to serve on the board of
         directors of the Company at any time.

As used in this definition of "Change in Control", the following terms shall
have the following meanings:


(I)      "Largest Other Shareholder" means, with respect to either Voting Stock
         of the Company having Special Voting Power or Voting Stock of the
         Company having Ordinary Voting Power, the person (as such term is used
         in section 13(d) and section 14(d)(2) of the Exchange Act as in effect
         on the date of the Closing) or the related persons constituting a group
         (as such term is used in Rule 13d-5 under the Exchange Act as in effect
         on the date of the Closing), other than the Smucker Family, possessing
         Voting Stock of the Company with the greatest Special Voting Power or
         the greatest Ordinary Voting Power, as the case may be.

(II)     "Merger" means the closing of the transaction, and the filing of the
         certificate of merger as set forth in the Agreement and Plan of Merger,
         dated as of October 9, 2001, by and among the Company, The Proctor and
         Gamble Company, and The Proctor & Gamble Ohio Brands Company.

(III)    "Ordinary Voting Power" means the voting power attributable to all
         shares of Voting Stock of the Company for purposes of electing
         directors of the Company.

(IV)     "Special Voting Power" means the voting power attributable to those
         shares of Voting Stock of the Company entitled to the special voting
         rights set forth in Division II, Section 2(a) of the Amended Articles
         of Incorporation of the Company which will be in effect on the date of
         the Merger in the form attached hereto as Schedule C.


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

                  (a) the Company is a corporation duly organized, validly
         existing and in good standing under the laws of the state of Ohio;

                  (b) this Amendment has been duly authorized, executed and
         delivered by the Company and this Amendment 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;

                  (c) the Existing Note Purchase Agreement, as amended by this
         Amendment, constitutes the 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;

                  (d) 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,
         and (iii) will not (A) violate (1) any provision of law, statute, rule
         or regulation or its certificate of incorporation or bylaws, (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 (d); and

                  (e) as of the date hereof and after giving effect to this
         Amendment, no Default or Event of Default has occurred which is
         continuing.

4.       EFFECTIVENESS.

         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").


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         4.1. EXECUTION AND DELIVERY OF THIS AMENDMENT.

         Each Purchaser shall have received a counterpart hereof, duly executed
and delivered by the Company and each of the Purchasers.

         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. MERGER.

         The Merger shall have been consummated.

5.       MISCELLANEOUS.

         5.1 The Company acknowledges and agrees that it is responsible for the
fees and expenses of Bingham Dana LLP, special counsel to the Purchasers, and
for all out-of-pocket expenses of the Purchasers in connection with the
execution and delivery of this Amendment and the Company agrees to pay such
expenses promptly upon receipt of invoices therefor.

         5.2 This Amendment constitutes a contract between the Company and the
Purchasers 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.

         5.3 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 Purchasers shall bind and inure to the benefit of the respective
successors and assigns of such parties, whether so expressed or not.

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


         5.5 This Amendment shall be governed by and construed in accordance
with the internal laws of the State of New York.

         5.6 This Amendment shall become effective at such time as it has been
executed by the Company and each of the Purchasers.




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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/ Richard K. Smucker
                                                 -----------------------------
                                              Name: Richard K. Smucker
                                              Title: President


Accepted and Agreed to:

MINNESOTA LIFE INSURANCE COMPANY

By:   Advantus Capital Management, Inc.


By: /s/ Guy M. deLambert
   -------------------------------
Name: Guy M. deLambert
Title: Vice President



EQUITRUST LIFE INSURANCE COMPANY
(formerly held by NATIONAL TRAVELERS LIFE COMPANY)

By:   Advantus Capital Management, Inc.

By: /s/ Guy M. deLambert
   -------------------------------
Name: Guy M. deLambert
Title: Vice President



AMERICAN REPUBLIC INSURANCE COMPANY

By:   Advantus Capital Management, Inc.

By: /s/ Guy M. deLambert
   -------------------------------
Name: Guy M. deLambert
Title: Vice President


                      [Signature Pages to First Amendment]



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HARTFORD LIFE INSURANCE COMPANY

By:   Hartford Investment Services, Inc.,
      Its Agents and Attorneys-in-Fact


By: /s/ Betsy Roberts
   -------------------------------
Name: Betsy Roberts
Title: Senior Vice President



NATIONWIDE MUTUAL FIRE INSURANCE COMPANY


By: /s/ William C. Dierker
   -------------------------------
Name: William C. Dierker
Title: Vice President Equity Securities



CONNECTICUT GENERAL LIFE INSURANCE COMPANY

By:   CIGNA Investments, Inc. (authorized agent)


By: /s/ James R. Kuzemchak
   -------------------------------
Name: James R. Kuzemchak
Title: Managing Director



THE TRAVELERS INSURANCE COMPANY, for
itself and two of its separate accounts


By: /s/ Denise T. Duffee
   -------------------------------
Name: Denise T. Duffee
Title: Investment Officer

                      [Signature Pages to First Amendment]

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PREMIER INSURANCE COMPANY OF MASSACHUSETTS

By:   Travelers Asset Management International Company, LLC


By: /s/ Denise T. Duffee
   -------------------------------
Name: Denise T. Duffee
Title: Investment Officer



FIRST TRENTON INDEMNITY COMPANY

By:   Travelers Asset Management International Company, LLC


By: /s/ Denise T. Duffee
   -------------------------------
Name: Denise T. Duffee
Title: Investment Officer



MODERN WOODMEN OF AMERICA


By: /s/ G. E. Stoefen
   -------------------------------
Name: G. E. Stoefen
Title: Director, Treasurer & Investment Manager


                      [Signature Pages to First Amendment]


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                                   SCHEDULE C

                                   DIVISION II
                         EXPRESS TERMS OF COMMON SHARES


         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 Rights Agreement, dated as of April 22, 1999, as
amended on August 28, 2000, and as it may be further 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 Agreement and Plan of Merger, dated as of October 9, 2001, as it
         may be amended from time to time (the "Merger Agreement"), by and among
         The Procter & Gamble Company, The Procter & Gamble Ohio Brands Company
         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

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                  (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.



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