EX-4.1






Exhibit 4.1




The J. M. Smucker Company

Strawberry Lane

Orrville, Ohio 44667-0280




June 4, 2008




Computershare Investor Services, LLC

2 North LaSalle

P.O. Box A3504

Chicago, Illinois 60690-3504

Attention: Shareholder Services






	 	Re: 	 	Amendment No. 2 to Amended and Restated Rights Agreement





Ladies and Gentlemen:




     Pursuant to Section 27 of the Amended and Restated Rights Agreement, dated as of August 28,
2000, between The J. M. Smucker Company (the “Company”), and Computershare Investor
Services LLC, successor to Harris Trust and Savings Bank, as rights agent (the “Rights
Agent”), as amended by Amendment No. 1 to Amended and Restated Rights Agreement, dated as of
October 9, 2001, between the Company and the Rights Agent (the “Rights Agreement”), the
Company, by resolution adopted by its Directors, hereby amends the Rights Agreement as follows
(the “Amendment No. 2”):



     1. Section 1 of the Rights Agreement is hereby amended by adding the following new
definitions thereto:




"“P&G” has the meaning set forth in the definition of
“Shareholders Agreement” in Section 1 of this Agreement.”




"“Voting Agreement” means the Voting Agreement and
Irrevocable Proxy, dated as of June 4, 2008, among P&G and those
certain shareholders of the Company set forth on the signature pages
thereto.”



     2. The paragraph at the end of Section 1 of the Rights Agreement is hereby amended to read in
its entirety as follows:




“Notwithstanding anything in this Agreement to the contrary, neither
P&G nor any of its permitted assignees shall be deemed an Acquiring
Person and none of a Distribution Date, a Share Acquisition Date, or
a Triggering Event shall be deemed to occur or to have occurred, and
that the Rights will not become separable, distributable,
unredeemable or exercisable, in each such case, solely by reason or
solely as a result of the approval, execution or delivery of (i) the
Shareholders Agreement, or the consummation



 









 





Computershare Investor Services, LLC

June 4, 2008

Page 2





of the transactions contemplated thereby, or (ii) the Voting
Agreement, or the consummation of the transactions contemplated
thereby.”



     3. Except as expressly set forth herein, the Rights Agreement shall not otherwise be
supplemented or amended by virtue of this Amendment No. 2 to the Rights Agreement and shall remain
in full force and effect.



     4. Capitalized terms used without other definition in this Amendment No. 2 to the Rights
Agreement shall be used as defined in the Rights Agreement.



     5. This Amendment No. 2 to the Rights Agreement shall be deemed to be a contract made under
the internal substantive laws of the State of Ohio and for all purposes will be governed by and
construed in accordance with the internal substantive laws of such State applicable to contracts
to be made and performed entirely within such State.



     6. This Amendment No. 2 to the Rights Agreement may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.



     7. This Amendment No. 2 to the Rights Agreement shall be effective as of, and immediately
prior to, the execution and delivery of the Voting Agreement, and all references to the Rights
Agreement shall, from and after such time, be deemed to be references to the Rights Agreement as
amended hereby.



     8. Exhibits B and C to the Rights Agreement shall be deemed amended in a manner consistent
with this Amendment No. 2 to the Rights Agreement.



	 	 	 	 	 
	 	Very truly yours,



THE J. M. SMUCKER COMPANY

 	 
	 	By:  	/s/ Richard K. Smucker
 	 
	 	 	Name:  	Richard K. Smucker 	 
	 	 	Title:  	President and Co-CEO 	 



Accepted and agreed to as of the

effective time specified above:




COMPUTERSHARE INVESTOR SERVICES, LLC




	 	 	 	 	 
	 	 	 
	By:  	/s/ Michael J. Lang
 	 	 
	 	Name:  	Michael J. Lang 	 	 
	 	Title:  	Sr. Vice President