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                                                                    Exhibit 10.2



           FORM OF IVORYDALE MANUFACTURING PLANT SEPARATION AGREEMENT

This is a Manufacturing Plant Separation Agreement ("Separation Agreement")
dated _______, 200___ between The Procter & Gamble Company, an Ohio corporation
("P&G") and The J.M. Smucker Company, an Ohio corporation ("JMS"). P&G and JMS
are sometimes collectively referred to herein as "Parties" and individually as a
"Party".

         WHEREAS, P&G and JMS have entered into a Contribution Agreement and the
Agreement and Plan of Merger, dated as of October 9, 2001 (jointly the
"Corporate Agreements"), pursuant to which JMS shall become the successor in
interest to the Jif/Crisco Assets (as defined in the Corporate Agreements), and
P&G and JMS have entered into a Transitional Services Agreement dated as of
October 9, 2001 (the " Services Agreement");

         WHEREAS, in connection with the Corporate Agreements, JMS and P&G wish
to separate certain physical components and services that currently serve both
the Crisco manufacturing facility located at 5201 Spring Grove Avenue,
Ivorydale, Cincinnati, Ohio ("JMS's Plant") and P&G's facilities and operations
also located at 5201 Spring Grove Avenue, Ivorydale, Cincinnati, Ohio ("P&G's
Plant") during the Separation Period set forth herein;

         NOW THEREFORE, in consideration of the mutual representations,
warranties, covenants, agreements and conditions contained herein, the Parties
hereto agree as follows:

                                    ARTICLE I
                               CERTAIN DEFINITIONS

1.01     GENERAL. Any capitalized item used but not defined herein shall have
         the meaning set forth in the Corporate Agreements or the Services
         Agreement.

1.02     "PROJECT MANAGER" shall mean and include the sole representative of
         either party and such representative shall have full authority and
         responsibility for communication with the other party and the
         coordination of the activities of his or her respective Party, as
         provided in Section 3.02.

1.03     "PURPOSE" shall mean the physical Separation of JMS's Plant from P&G's
         Plant on the terms and conditions and during the periods set forth
         herein.


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1.04     "SEPARATION" means only those Separation Projects and services
         undertaken by P&G hereunder and set forth in Schedule 3.01 to this
         Agreement.

1.05     "SITE" shall mean the land, building and environment on which JMS's
         Plant and P&G's Plant are located and where the Separation is to take
         place and the separation work is to be performed as defined in Article
         III.

1.06     OTHER DEFINITIONS. Other terms defined in this Separation Agreement,
         and the places where they are defined, are:

         "JMS"                                                Preamble
         "JMS'S PLANT"                                        Preamble
         "DEFAULTING PARTY"                                   Section 8.02
         "DEMANDS"                                            Section 6.01
         "NON-DEFAULTING PARTY"                               Section 8.02
         "PURPOSE"                                            Preamble
         "CORPORATE AGREEMENTS"                               Preamble
         "P&G"                                                Preamble
         "P&G'S PLANT"                                        Preamble
         "SEPARATION AGREEMENT"                               Preamble
         "SEPARATION PERIOD"                                  Section 7.02
         "SEPARATION PROJECTS"                                Section 3.01
         "TRANSITION PERIOD"                                  Services Agreement

                                   ARTICLE II
                                BASIC OBLIGATIONS

2.01     OBLIGATIONS. Subject to the limitations and conditions of this
         Separation Agreement, and during the time periods set forth herein, P&G
         shall perform, or cause its agents and/or contractors to perform, for
         the benefit of JMS the Separation Projects set forth herein.

                                   ARTICLE III
                                   SEPARATION

3.01     SEPARATION PROJECTS.
         Subject to the terms and conditions of this Separation Agreement, P&G
         shall undertake those separation projects listed on Schedule 3.01
         (hereafter referred to as the "Separation Projects") in order to
         effectuate the physical Separation of the P&G's Plant from JMS's Plant.
         In addition, P&G shall provide JMS's Plant with certain independent
         services from P&G's Plant substantially similar to the services
         currently available and used by JMS's Plant as of the date hereof such
         that, with respect to only those services affected by any of the
         Separation Projects, JMS's Plant can be adequately operated in
         accordance with the operations conducted as


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         of the date hereof; provided, however, the Separation Projects
         specifically exclude the Long Term Manufacturing Services and any
         separation projects undertaken by JMS independently from the Separation
         Projects expressly assumed and undertaken by P&G hereunder. Nothing
         contained in Article 5 shall limit or release P&G of its obligations to
         perform the Separation Projects in accordance with the terms of this
         Agreement.

3.02     PROJECT PLANNING AND MANAGEMENT.
         (a)      Both P&G and JMS shall each appoint one Project Manager as a
                  single point of contact on each side to communicate and
                  coordinate between the two parties and shall provide each
                  other with the name and contact information of their
                  respective Project Manager on or promptly after the date of
                  this Agreement. Either Party may change its designated Project
                  Manager upon prior written notice to the other Party.
         (b)      After Closing, P&G shall further develop a master separation
                  plan addressing timing, physical interfaces, compatibility,
                  separation, standards and other details to execute and
                  implement each of the Separation Projects in order to minimize
                  the impact and disruptions to the JMS's and P&G's operations
                  and processes. P&G and JMS agree that the Separation Projects
                  relating to the compressed air and power and sewer shall be
                  prioritized in the master separation plan. P&G shall then
                  share such master separation plan with JMS's Project Manager,
                  who shall have the opportunity to provide P&G with input
                  regarding such separation plan, which input shall be
                  reasonably considered by P&G but shall not be binding upon
                  P&G. Notwithstanding the foregoing, P&G and JMS shall
                  reasonably agree (both acting in good faith) on mutually
                  acceptable terms, which shall not materially interfere with
                  the cost-effectiveness or timing provided for in P&G's master
                  separation plan, regarding, (i) the routing of lines over and
                  across JMS's land, (ii) the location of the compressor that
                  shall be located on JMS's land,(iii) any component of the
                  Separation Projects that relate to or affect the structural
                  components of JMS's Plant, and (iv) any component of the
                  Separation Projects that relate to or affect the roof of JMS's
                  Plant. JMS may provide P&G with reasonable suggestions
                  regarding scheduling of the execution of those projects listed
                  on the master separation plan and impacting the work processes
                  at the JMS's Plant and P&G shall cooperate with JMS in good
                  faith to incorporate such suggestions, provided that such
                  suggestions do not interfere with P&G's general timing or
                  costs pursuant to its master separation plan.
         (c)      Notwithstanding the foregoing, P&G and JMS shall mutually
                  agree on the specific dates and times of the execution of any
                  components of the Separation Projects that shall require any
                  portion of JMS's Plant to be inoperable. P&G, JMS and their
                  authorized


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                  representatives and designated Project Managers, shall then
                  mutually cooperate in good faith and collaborate to coordinate
                  the prioritization, implementation, execution, and turn-over
                  and the provision of reasonable progress updates of the
                  Separation Projects by P&G or P&G's Affiliates, contractors or
                  agents. P&G or P&G's Affiliates shall be responsible to
                  supervise the Separation Projects.

3.03     CONTRACTOR SELECTION.
         P&G shall select its own, individual contractors, and shall use
         reasonable efforts to obtain standard commercial warranties, fully
         assignable to JMS at completion of the applicable project, from each
         such contractor performing separation project work at JMS's Plant. To
         the extent assignable, P&G agrees to assign, in part or as a whole, the
         rights and recourses under these commercial warranties from such
         contractors, provided, however, that P&G shall be entitled to also
         retain, in part or as a whole, the benefit of, and the rights and
         recourses under, such warranties from said contractors.

3.04     SCOPE OF SEPARATION.
         Other than the Separation Projects which P&G shall perform pursuant to
         the terms and conditions set forth herein, neither P&G nor any of its
         Affiliates shall be obligated to perform or to cause to be performed
         any work (i) off of the Site; or (ii) in any way which may interfere or
         can be expected to interfere with P&G's operation of its businesses
         and/or operations at P&G's Plant.

3.05     STANDARD OF PERFORMANCE; STANDARD OF CARE.
         (a)      Subject to other provisions in this Separation Agreement, P&G
                  shall, and shall cause its Affiliates to, perform its duties
                  and responsibilities hereunder with the same degree of
                  diligence and care that a reasonably prudent provider of the
                  Separation and Separation Projects would employ if servicing
                  its own business and, in any event, in a manner consistent in
                  all material respects with past practices, its usual policies
                  and procedures (including those relating to applicable
                  specifications of material and installed equipment and
                  engineering and architectural design) and the usual and
                  customary practices, codes and standards for the Separation
                  and Separation Projects, and in accordance with all Applicable
                  Laws.

         (b)      P&G shall be responsible to ensure that all work shall be
                  completed in a workmanship like manner and in compliance with
                  all applicable regulations, ordinances, building codes and
                  other Applicable Laws and, to the extent required by law, all
                  work shall be performed by individuals duly licensed and
                  authorized by law to perform said work. P&G shall further
                  ensure that it or each contractor selected


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                  by it, shall obtain all appropriate permits related to each
                  Separation Project and necessary for the work to be performed.
                  Nothing in this Agreement shall require P&G or any of its
                  Affiliates to perform the Separation in a manner that would
                  constitute a violation of Applicable Laws.

         (c)      P&G and each contractor selected by it, shall keep the JMS's
                  Plant free from accumulation of waste material, debris and
                  rubbish and at the completion of the work such contractor
                  shall remove from JMS's Plant all rubbish, debris, implements
                  and surplus materials and leave JMS's Plant broom-clean.

         (d)      P&G shall perform and observe, or cause its agents and
                  contractors to perform for the benefit of each other, all
                  obligations and requirements required of such contractor by
                  law in relation to itself and its employees, including but not
                  limited to paying all necessary wages, superannuation
                  payments, taxes (including GST), duties and imposts and taking
                  out and continuing all necessary insurances including
                  compliance with the Accident Compensation Act 1985 by
                  registration as an employer and the payment of any Work Cover
                  premium required to be paid thereunder.

         (e)      P&G and each contractor selected by it for any portion of any
                  of the Separation Projects to be performed on JMS's parcel,
                  shall be adequately insured (including through self-insurance
                  by P&G) for injury to its employees and others and JMS's Plant
                  as a result of the acts of such contractor or its employees
                  and subcontractors in the course of the execution or
                  performance of work under the Separation Project at JMS's
                  Plant.

         (f)      In the execution and performance of the Separation Projects,
                  P&G and each contactor selected by it, shall not install
                  second-hand equipment or materials on JMS's parcel.

3.06     ADDITIONAL DOCUMENTATION. Both Parties agree to execute and deliver to
         each other any such additional documentation and side agreements
         (including, without limitation, the granting of mutual easements) which
         may be reasonably required to effectuate the Purpose of this Separation
         Agreement.

         P&G shall also cooperate with JMS by supplying, upon JMS's reasonable
         request, any relevant drawings (including CADD or other electronic
         format where available), and plans pertaining to the aspects relating
         to JMS's parcel of those of the Separation Projects which are to be
         performed on JMS's parcel or exclusively relate to JMS's parcel or
         directly relate to any


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         material or equipment that JMS shall own or be obligated to maintain
         after the completion of such Separation Projects.

3.07     ACCESS. For the period from the Closing Date until the expiration or
         termination of the Separation Period and to the extent necessary for
         P&G or JMS to exercise their rights pursuant to Section 8.02, P&G and
         JMS agree as follows:
         (a)      Subject to the other terms and conditions of this Agreement,
                  each Party shall permit reasonable access to its premises by a
                  reasonable number of the other Party and the other Party's
                  authorized representatives at such times and for such duration
                  as may be approved by the respective Project Manager, for the
                  purpose of performing and effectuating the Separation set
                  forth under this Separation Agreement, including, without
                  limitation, access for planning for the Separation operations;
                  provided, however, neither Party shall unreasonably disrupt
                  the other Party's operations.
         (b)      JMS's Project Manager and P&G's Project Manager shall mutually
                  agree on the number of each Party's authorized employees and
                  representatives and the terms of their access to each Party's
                  Plant. Such access shall not unreasonably interfere with the
                  normal operations of the other Party.

3.08     EASEMENTS. JMS and P&G shall grant each other any necessary easements
         to effectuate the Purpose and to allow each Party to continue to
         operate its respective plant. Such easements are set forth on the
         easement drawing on Schedule 3.08 and include:
         (i)      recordable easements, granted to JMS at Closing, for access to
                  the roadways and rail lines which serve the JMS's parcel and
                  JMS's Plant and for lines, facilities and infrastructure that
                  serve the JMS's parcel which may be required to cross P&G's
                  property after the Separation, including without limitation
                  lines for nitrogen and hydrogen sources, utility lines, and
                  use of the stormwater system with access to the drainage
                  canal;
         (ii)     recordable easements, granted to P&G at Closing, for access to
                  the roadways and rail lines which serve the P&G's parcel and
                  P&G's Plant and for lines, facilities and infrastructure that
                  serve P&G's parcel which currently cross or may be required to
                  cross JMS's property after the Separation; and
         (iii)    recordable easements, granted to JMS at Closing, for
                  reasonable and necessary access by JMS's, its Affiliates, and
                  contractor's trucks and vehicles through the existing entrance
                  gates in order to access JMS's Plant and JMS's parcel,
                  provided that such access shall be limited to any reasonably
                  necessary access by JMS's trucks to JMS's Plant, as well as
                  reasonably necessary access to JMS's Plant and JMS's Parcel in
                  emergency situations, and


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                  provided further that such vehicular and truck access rights
                  granted to JMS hereunder shall in no event be used for general
                  employee, general contractor or other general public or third
                  party access, other than for JMS's, its Affiliates', and
                  contractor's access only the North parcel of JMS's Plant which
                  are not otherwise accessible.

         At or after Closing, P&G and JMS shall enter into an easement
         agreement(s), in a form and substance reasonably satisfactory to P&G
         and JMS, that shall provide, among other things: (i) for each of P&G
         and JMS to have the right to relocate such easements to another
         location on the Site that is acceptable to the owner of the property
         (in its reasonable discretion) provided all costs for such relocation
         are paid by the Party desiring such relocation; (ii) for the Party that
         is benefited by an easement, access to such easement over and across
         other portions of the Site for the maintenance of the facilities (e.g.
         pipes, lines, cables) located in such easement area which such Party is
         obligated to maintain and/or repair, if necessary; and (iii) for the
         Party granting the easement the right to use the surface of such
         property in any manner that is not inconsistent with the use of the
         easement.

3.09     SUBDIVISION AND PARKING. In the event that the transfer of the parcel
         of real property specified on Schedule 3.08 from P&G to JMS pursuant to
         the Contribution Agreement, shall directly result in such parcel
         failing to comply, immediately after Closing, with zoning
         classifications in effect as of the Closing and pertaining to
         sufficient parking spaces, then P&G shall, at its sole discretion,
         either:

         (i)      grant JMS, at such time after Closing, and for as long as the
                  non-compliance with the zoning classification, applicable as
                  of Closing, shall last, a recordable license to use a number
                  of parking spaces on P&G's adjacent parking lot, provided that
                  such license shall be limited to the minimum number of parking
                  spaces required to bring the total number of available parking
                  spaces serving JMS's parcel immediately after Closing to the
                  number of parking spaces required by the applicable zoning
                  classification pertaining to parking as of the Closing Date;
                  or

         (ii)     reasonably expand, at P&G's cost and as permissible by
                  Applicable Laws, ordinances, regulations, permits, and
                  licenses, JMS's parking lot on the parcel specified on
                  Schedule 3.08 in order to add the number of required parking
                  spaces to bring the total number of parking spaces servicing
                  JMS's parcel to the number of parking spaces required by the
                  applicable zoning classification pertaining to parking on such
                  parcel as of the Closing Date.


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3.10     REASONABLE ASSISTANCE. P&G shall reasonably assist JMS, at JMS's cost
         and expense, in preparing and submitting any requests and applications
         for the required permits and licenses in favor of JMS to run a new
         conveyor system to transport product from JMS's Plant to the proposed
         expansion land identified as parcel specified on Schedule 3.08. P&G
         shall further reasonably assist JMS in preparing and submitting any
         applications and requests and applications for the required permits and
         licenses in favor of JMS to undertake a proposed building expansion on
         the parcel specified on Schedule 3.08. The provisions of this Section
         3.08 shall survive the expiration or termination for a period of 3
         (three) years, unless this Separation Agreement is terminated by P&G
         pursuant to Section 8.02.

3.11     TRANSFER OF POSSESSION. Upon the completion of each of the Separation
         Projects affecting JMS's Plant, P&G shall notify JMS of the completion
         of such Separation Project and shall tender possession to JMS of such
         completed work and shall quitclaim all of P&G's rights, if any, to the
         equipment and materials installed on JMS's parcel as a result of P&G's
         performance of the Separation Projects hereunder and the risk of loss
         for all such equipment and materials shall at such time immediately
         transfer to JMS as of such transfer of possession.

                                   ARTICLE IV
                                SEPARATION COSTS

4.01     COST OF SEPARATION. P&G shall bear all costs and expenses exclusively
         related to the Separation Projects. The responsibility, cost and
         expense for P&G's Separation Project shall include the engineering,
         construction and other direct costs and expenses of the Separation and
         the following where required: (a) any repair of any damage to JMS's
         Plant caused by P&G as a result of its execution of any Separation
         Project on JMS's parcel, (b) any upgrades to JMS's Plant which may be
         required by Applicable Laws as a condition to completion of any of the
         Separation Projects on JMS's parcel and where such condition cannot be
         otherwise waived or where such upgrades cannot be avoided through an
         alternate execution of said Separation Projects in a similar
         cost-effective manner with JMS's good faith cooperation; or (c) removal
         of above-ground dead lines abandoned as a direct result of any of the
         Separation Projects performed by P&G pursuant hereto. Any environmental
         problem or liabilities shall be governed pursuant to the terms of the
         Corporate Agreements.


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                                    ARTICLE V
                               WARRANTY DISCLAIMER

5.01     LIMITATION OF WARRANTIES. P&G MAKES NO WARRANTY, OTHER THAN THE
         WARRANTIES SET FORTH IN THE CORPORATE AGREEMENTS. THE WARRANTIES SET
         FORTH THEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS AND IMPLIED,
         INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SEPARATION
         PROVIDED UNDER THIS SEPARATION AGREEMENT SHALL BE SUFFICIENT TO ALLOW
         JMS TO SUCCESSFULLY TRANSITION, SEPARATE, MANAGE OR OPERATE THE
         BUSINESS.

5.02     JMS agrees and recognizes that P&G shall have no liability, direct or
         indirect, for any damages, delays, or other effects on JMS or JMS's
         operations due to interruptions, delays or other inability to perform
         the Separation provided to JMS hereunder, except as provided in Section
         6.02 or as may be due to the sole negligence or willful misconduct of
         P&G or P&G's agents, contractors or representatives or P&G's breach or
         non-performance of its obligations under this Separation Agreement.

                                   ARTICLE VI
                                 INDEMNIFICATION

6.01     JMS'S INDEMNIFICATION. JMS shall defend, indemnify, and hold P&G, its
         Affiliates, agents, contractors and representatives harmless from and
         against:

         (a)      all claims, losses, liabilities, damages, costs and expenses
                  (including without limitation reasonable attorney's fees and
                  expenses incurred in any investigation or defense of any
                  third-party Action) (collectively "Demands"), arising out of
                  or related to a breach by JMS, its agents, contractors or
                  representatives, of JMS's duties, obligations, or
                  representations and warranties under this Separation
                  Agreement;
         (b)      all Demands arising from personal injury to employees of JMS,
                  its Affiliates, agents, contractors or representatives (or of
                  any entity(ies) designated by JMS) while at P&G's Plant or
                  other facility to receive the Separation Projects under this
                  Separation Agreement, to the extent such Demands do not result
                  from the negligence of P&G or its Affiliates, agents,
                  contractors or representatives; and
         (c)      all costs and expenses of P&G (including without limitation
                  reasonable fees and expenses of attorneys) incurred in
                  connection with the successful enforcement of any rights of
                  P&G under the indemnity provided in this Section 6.01.


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6.02     P&G'S INDEMNIFICATION. P&G shall defend, indemnify and hold JMS, its
         Affiliates, its agents, contractors and representatives harmless from
         and against:

         (a)      all Demands arising out of or relating to a breach by P&G, its
                  Affiliates, agents, contractors or representatives, of P&G's
                  duties, obligations, or representations and warranties under
                  this Separation Agreement; and
         (b)      all Demands arising from personal injury to employees of P&G,
                  its Affiliates, agents, contractors or representatives (or of
                  any entity(ies) designated by P&G), while at JMS's Plant or of
                  JMS's contractors to provide Separation Projects and services
                  under this Separation Agreement, to the extent such Demands do
                  not arise from the negligence of JMS or of JMS's agents,
                  contractors or representatives; and
         (c)      all costs and expenses of JMS (including without limitation
                  reasonable fees and expenses of attorneys) incurred in
                  connection with the successful enforcement of any rights of
                  JMS under the indemnity provided in this Section 6.02.

6.03     DAMAGE LIMITATIONS.
         (a)      Notwithstanding anything to the contrary in the Merger
                  Agreement, Contribution Agreement, or any other Transaction
                  Documents, none of P&G nor JMS shall be permitted to recover
                  any consequential, indirect, or punitive damages arising out
                  of or related to this Separation Agreement, regardless of the
                  form of the Demand, Claim or Action, including without
                  limitation Demands, Claims or Actions for indemnification,
                  tort, breach of contract, warranty, representation or
                  covenant.

         (b)      P&G's aggregate liability arising out of or related to
                  breaches of representations and warranties, set forth in this
                  Separation Agreement, regardless of the form of the Claim or
                  Action, including, without limitation, Claims or Actions for
                  indemnification, tort, breach of contract, covenant, warranty
                  or representation, is limited to the amount by which all such
                  liabilities exceed One Hundred Thousand United States Dollars
                  ($100,000), and in no event shall P&G's aggregate liability
                  exceed a total of Twelve Million United States Dollars
                  ($12,000,000). Notwithstanding the foregoing, JMS shall only
                  bring a Claim or Action pursuant to Section 6.02, if such
                  Claim or Action exceeds the amount of Ten Thousand United
                  States Dollars ($10,000).


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         (c)      JMS's aggregate liability arising out of or related to
                  breaches of representations and warranties set forth in the
                  Ancillary Agreements (except the Merger Agreement), regardless
                  of the form of the Claim or Action, including without
                  limitation Claims or Actions for indemnification, tort, breach
                  of contract, warranty or representation, is limited to the
                  amount by which all such liabilities exceed One Hundred
                  Thousand United States Dollars ($100,000), and in no event
                  shall JMS's aggregate liability exceed a total of Twelve
                  Million United States Dollars ($12,000,000). Notwithstanding
                  the foregoing, P&G shall only bring a Claim or Action pursuant
                  to Section 6.01, if such Claim or Action exceeds the amount of
                  Ten Thousand United States Dollars ($10,000).

         (d)      In the event any Claim or Action hereunder results in a Tax
                  benefit or is an insured loss to the indemnified Person, the
                  indemnifying Person shall be entitled to a credit against any
                  liability thereunder in the amount by which any Taxes of the
                  indemnified Person shall be reduced by reason of any deduction
                  or adjustment allowed the indemnified Person for any payment,
                  settlement or satisfaction of such claim, as well as in the
                  amount of and to the extent of any insurance proceeds to which
                  the indemnified Person is entitled. For the purposes hereof,
                  it shall be presumed that the maximum possible Tax benefit is
                  derived in the shortest time period possible.

                                   ARTICLE VII
                                      TERM

7.01     TERM OF AGREEMENT. This Separation Agreement shall commence on the
         Closing Date and shall continue (unless sooner terminated pursuant to
         the terms hereof) until the end of the Separation Period.

7.02     SEPARATION PERIOD. P&G agrees to complete the Separation Projects more
         fully described herein, no later than at the expiration date of the
         Separation Period. The "Separation Period" shall commence on Closing
         and shall end no later than eighteen (18) months after Closing Date, or
         as such Separation Period may be extended by mutual agreement between
         the Parties or pursuant to Section 9.04 hereof, or as may be extended
         as a result of Section 8.02(b).

                                  ARTICLE VIII
                             TERMINATION/EXPIRATION

8.01     TERMINATION. This Separation Agreement may be terminated prior to the
         end of the Separation Period only by consent of JMS and P&G.


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8.02     DEFAULTS.
         (a)      In addition to any other rights or remedies JMS or P&G may
                  have at law or in equity, upon the occurrence of either or
                  both of the following events:

                  (i)      a breach by one party of any of its obligations
                           hereunder, and such breach is not cured or started to
                           cure within thirty (30) Business Days after receipt
                           of notice of such default by such party; or
                  (ii)     the filing by or against a party of a petition in
                           bankruptcy, or any appointment of a receiver for a
                           party or any substantial part of its assets, or any
                           assignment for the benefit of a party's creditors, or
                           upon a party becoming insolvent (a party described in
                           either clause (i) or clause (ii) is called the
                           "Defaulting Party"; the other party is called the
                           "Non-Defaulting Party").

         (b)      The Non-Defaulting Party may terminate this Separation
                  Agreement by giving written notice to the Defaulting Party of
                  the Non-Defaulting Party's intention to terminate this
                  Separation Agreement. Such notice shall identify a date for
                  termination of this Separation Agreement, which date shall not
                  be sooner than five (5) Business Days after receipt of such
                  notice by the Defaulting Party ("Separation Agreement
                  Termination Date"). If the event on which the notice is based
                  is not cured prior to the Separation Agreement Termination
                  Date, then this Separation Agreement shall terminate on the
                  Termination Date. The Non-Defaulting Party shall further be
                  entitled to either (i) seek specific performance for the
                  Defaulting Party's obligations hereunder (without giving
                  effect to the termination), or (ii) to seek a resolution of
                  any such dispute in accordance the terms of Section 5.03 of
                  the Contribution Agreement, prior to seeking any
                  indemnification or any other remedies hereunder.

         (c)      Each of the Parties acknowledges and agrees that the other
                  Party would be damaged irreparably in the event any of the
                  provisions of this Agreement are not performed in accordance
                  with their specific terms or are otherwise breached.
                  Accordingly, each of the Parties agrees that the other Party
                  shall be entitled to seek an injunction or injunctions to
                  prevent breaches of the provisions of this Agreement. Each of
                  the Parties acknowledges and agrees that the remedies of
                  specific performance, injunction and other forms of equitable
                  relief are subject to certain principles of equity
                  jurisdiction, equitable defenses and the discretion of the
                  court before which any proceeding therefor may be brought.


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8.03     EFFECT ON OTHER AGREEMENTS/SURVIVAL OF CERTAIN PROVISIONS. Termination
         of this Separation Agreement shall have no effect on any other
         agreements between JMS and P&G, unless an effect is mutually and
         specifically agreed in writing between the parties. The termination of
         this Separation Agreement shall not relieve either Party of any
         liability to the other based on acts or omissions prior to the
         termination of this Separation Agreement. Subject to Section 9.05, the
         obligations set out in Article 6 shall survive termination of this
         Separation Agreement.

                                   ARTICLE IX
                                  MISCELLANEOUS

9.01     ENTIRE AGREEMENT. The Transaction Documents constitute the entire
         agreement among P&G, certain of P&G's Affiliates, and JMS with respect
         to, among other things, the provision by P&G of the Separation provided
         for herein. In the event of any inconsistency between the Transaction
         Documents and any subsequently-issued document, including without
         limitation a written purchase order, the Transaction Documents shall
         prevail.

9.02     INDEPENDENT CONTRACTOR STATUS. P&G is acting pursuant to this
         Separation Agreement as an independent contractor and this Separation
         Agreement does not constitute P&G as the agent or legal representative
         of JMS for any purpose whatsoever. This Separation Agreement does not
         constitute and is not to be construed as constituting an agent
         relationship, partnership or joint venture between the P&G and the JMS.
         Neither party has any right to obligate or bind the other party in any
         manner. No joint venture of partnership between P&G and JMS is
         intended, has been created nor shall be in any way inferred from this
         Separation Agreement.

9.03     NON SOLICITATION/HIRING OF P&G'S EMPLOYEES.
         (a)      Notwithstanding any other provision of this Separation
                  Agreement, the Merger Agreement, the Contribution Agreement,
                  or the Confidentiality Agreement, and except as P&G and JMS
                  agree otherwise in writing, JMS agrees that it shall not (and
                  JMS shall cause its Affiliates not to), for a period of two
                  (2) years from the date of this Separation Agreement, hire,
                  solicit (other than by means of general advertisement not
                  directed to such employees) or enter into any form of
                  consulting arrangement or agreement with, any employee, other
                  than Newco Employees, employed by P&G in its Global Business
                  Services ("GBS") business unit as of the Effective Time, or
                  any other employee of P&G whom JMS came into contact with as a
                  result of the transactions contemplated by this Separation
                  Agreement, nor shall JMS (and JMS shall cause its Affiliates
                  not to) solicit or otherwise induce any such employees of P&G
                  to enter into any type of employment or consulting


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<PAGE>


                  arrangement or agreement that would be prohibited by this
                  Section 9.03(a). JMS acknowledges that (i) this provision is
                  reasonable, (ii) P&G would not enter into this Separation
                  Agreement without JMS agreeing to and complying with this
                  Section 9.03(a), (iii) P&G would suffer irreparable harm upon
                  JMS's violation of this provision and (iv) P&G shall be
                  entitled to obtain a temporary restraining order and/or
                  injunction upon JMS's breach of this provision.

         (b)      Notwithstanding any other provision of this Separation
                  Agreement, the Merger Agreement, the Contribution Agreement,
                  or the Confidentiality Agreement, and except as P&G and JMS
                  agree otherwise in writing, P&G agrees that it shall not (and
                  P&G shall cause its Affiliates not to), for a period of two
                  (2) years from the date of this Separation Agreement, hire,
                  solicit (other than by means of general advertisement not
                  directed to such employees) or enter into any form of
                  consulting arrangement or agreement with, any employee
                  employed by JMS as of the Effective Time and involved in the
                  transaction contemplated by this Separation Agreement, nor
                  shall P&G (and P&G shall cause its Affiliates not to) solicit
                  or otherwise induce any such employees of JMS to enter into
                  any type of employment or consulting arrangement or agreement
                  that would be prohibited by this Section 9.03(b). P&G
                  acknowledges that (i) this provision is reasonable, (ii) JMS
                  would not enter into this Separation Agreement without P&G
                  agreeing to and complying with this Section 9.03(b), (iii) JMS
                  would suffer irreparable harm upon P&G's violation of this
                  provision and (iv) JMS shall be entitled to obtain a temporary
                  restraining order and/or injunction upon P&G's breach of this
                  provision.

9.04     FORCE MAJEURE. Neither Party (the "Affected Party") shall be liable to
         the other party (the "Non-Affected Party") for failure to perform any
         part of this Separation Agreement if such failure results from an act
         of God, war, revolt, revolution, sabotage, actions of a Governmental
         Entity, laws, regulations, embargo, fire, strike, other labor trouble,
         or any cause beyond the control of the Affected Party other than
         financial difficulties of such party. Upon the occurrence of any such
         event which results in, or shall result in, delay or failure to perform
         according to the terms of this Separation Agreement, the Affected Party
         shall promptly give notice to the Non-Affected Party of such occurrence
         and the effect and/or anticipated effect of such occurrence. The
         Affected Party shall use its prompt, reasonable and continuous efforts
         to minimize disruptions in its performance and to resume performance of
         its obligations under this Separation Agreement as soon as practicable;
         provided, however, the resolution of any strike or labor trouble shall
         be within the sole discretion of the Affected Party.


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<PAGE>


9.05     LIMITATION. No Party may initiate any Claim nor shall any Party be
         responsible for any Action arising out of or related to a breach of a
         representation or warranty, regardless of the form of the Claim or
         Action, including, without limitation, indemnification, tort, breach of
         contract, warranty or representation, unless such Claim or Action is
         commenced within nine (9) months after the completion (in accordance
         with this Separation Agreement) of each of the individual components of
         the Separation Projects, or the termination of this Separation
         Agreement.

9.06     DISPUTE RESOLUTION. P&G and JMS agree to first attempt to resolve any
         disputes arising out of the separation projects by entering into good
         faith negotiations by and between appropriate employees and officers.
         Any dispute which has not been resolved by such negotiations, shall be
         determined by arbitration, in accordance with the terms and conditions
         of Section 5.03 of the Contribution Agreement.

9.07     NOTICES. All notices required or permitted to be given under this
         Separation Agreement shall be in writing and shall be deemed to be
         property given when actually received by the Person entitled to receive
         the notice at the address stated below, or at such other address as P&G
         or JMS may provide by notice to the other:

                  P&G:                      The Procter & Gamble Company
                           Address:         1 P&G Plaza
                                            Cincinnati, Ohio 45202
                           Attention:       Secretary
                                            Legal Division
                           Fax:             513-983-2611

                      With copies to:       The Procter & Gamble Company
                           Address:         1 P&G Plaza
                                            Cincinnati, OH 45202
                           Attention:       Secretary
                           Fax:             (513) 983-1992

                  JMS:                      The J.M. Smucker Company
                           Address:         Strawberry Lane
                                            Orrville, OH 44667
                           Attention:       Vice President of Operations
                           Fax:             (330) 684-3428

                    With copies to:         The J.M. Smucker Company
                           Address:         Strawberry Lane
                                            Orrville, OH 44667
                           Attention:       General Counsel
                           Fax:             (330) 684-3428


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<PAGE>


9.08     SUCCESSORS AND ASSIGNS. Neither party may assign this Separation
         Agreement, other than to an Affiliate (as defined in the Corporate
         Agreements) of that party, without the express written consent of the
         other party, which consent shall not be unreasonably withheld.

9.09     GOVERNING LAW. This Separation Agreement and the rights and obligations
         of P&G and JMS shall at all times be governed by and construed in
         accordance with the laws of the State of Ohio.

9.10     TAXES. JMS and P&G each agree to be responsible for their own income
         (gross or net), real or personal property taxes that arise from the
         performance of the Separation Projects pursuant to this Separation
         Agreement. In the event that any state or local jurisdiction assesses
         sales or use taxes upon this transaction or the Separation provided
         herein, the service recipient agrees to promptly indemnify and
         reimburse the service provider for the taxes and other costs imposed by
         the jurisdiction. P&G and JMS shall also cooperate and use reasonable
         efforts to assure that, after Closing, the JMS's Parcels and JMS's
         Plant are assessed separately from P&G's property for real estate tax
         purposes; provided, however, that if separate assessments are not made
         for any period, P&G and JMS shall make an equitable allocation of any
         jointly assessed property taxes and shall pay their respective portions
         of such taxes in a timely manner. This clause shall survive the
         termination of this Separation Agreement and remain in effect for a
         period of seven years from the date of termination.

9.11     SECTION HEADINGS. The headings contained in this Separation Agreement
         are inserted only as a matter of convenience and for reference and in
         no way define, limit or describe the scope or intent of this Separation
         Agreement.

9.12     COUNTERPARTS. This Separation Agreement may be executed in any number
         of counterparts, each of which shall be deemed an original for all
         purposes and all of which together shall constitute one and the same
         instrument.

9.13     CONFIDENTIALITY. If, in the course of performing any of the
         transactions contemplated hereunder, either party (a "Receiving Party")
         shall become aware of any information with respect to the other party's
         plant and/or the businesses conducted thereat (a "Protected Party")
         which is non-public, confidential or proprietary in nature, such
         Receiving Party shall keep same strictly confidential and shall not,
         without the prior written consent of the Protected Party disclose any
         thereof to any person for any purpose. The parties acknowledge that a
         Protected Party would be irreparably injured by a breach of this
         obligation by Receiving Party and that the Protected Party shall be
         entitled to monetary and equitable relief (including injunctive relief
         and/or specific performance) in the event of any breach of the
         provisions


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<PAGE>


         hereof. The provisions of this Section 9.13 shall survive the
         expiration or termination of this Separation Agreement.

9.14     WAIVER. Any waiver by either party of any rights arising under this
         License Agreement, including but not limited to any waiver arising from
         any breach by the other party, shall not be construed as a waiver of
         other rights or the same or similar nature or other terms of this
         Separation Agreement. No waiver shall be effective unless such waiver
         is provided in writing.



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<PAGE>


IN WITNESS WHEREOF, the parties have signed this Separation Agreement on the
date first set forth above.


THE PROCTER & GAMBLE                THE J.M SMUCKER COMPANY
COMPANY

By:__________________________       By:_____________________________

Name printed:__________________     Name printed:____________________

Title:_________________________     Title:____________________________