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                                                                    Exhibit 10.4


                         TRANSITIONAL SERVICES AGREEMENT

This is a Transitional Services Agreement ("Services Agreement") dated October
9, 2001 between The Procter & Gamble Company, an Ohio corporation ("Supplier")
and The J.M. Smucker Company, an Ohio corporation ("JMS"). Supplier and JMS are
sometimes collectively referred to herein as "Parties" and individually as
"Party".

         WHEREAS, Supplier and JMS have executed the Contribution Agreement and
the Agreement and Plan of Merger, dated as of October 9, 2001 (jointly the
"Corporate Agreements");

         AND WHEREAS, in connection with the Corporate Agreements, JMS wishes
that Supplier provide certain transitional services for JMS's Plant (as defined
in the Separation Agreement) for the periods 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 Separation
         Agreement.

1.02     "TRANSITIONAL SERVICES" means the Short Term Compensable Services, the
         Short Term Non-Compensable Services and the Long Term Services provided
         by Supplier as set forth in Article III of this Agreement.

1.03     "PRODUCT" OR "PRODUCTS" means all of the SKUs of the Jif/Crisco
         Business as formulated and packaged for sale as of the Closing Date,
         and manufactured by Supplier before or after the date hereof.

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

         "AFFECTED PARTY"                                   Section 11.05
         "JMS"                                              Preamble
         "CBD"                                              Section 3.01.2(a)
         "CBOT"                                             Section 2.02
         "CONVEYOR ACCEPTANCE NOTICE"                       Section 3.02.2(b)
         "CONVEYOR APPRAISED PRICE"                         Section 3.02.2(b)
         "CONVEYOR FIRST OFFER NOTICE"                      Section 3.02.2(b)
         "CONVEYOR PROPERTY"                                Section 3.02.2(b)


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         "CONVEYOR RESPONSE PERIOD"                         Section 3.02.2(b)
         "CORPORATE AGREEMENTS"                             Preamble
         "DATA-CENTER"                                      Section 3.01.1(h)
         "DEFAULT"                                          Section 8.02
         "DEFAULTING PARTY"                                 Section 8.02
         "DEMANDS"                                          Section 6.01
         "DUE DATE"                                         Section 4.02(b)
         "EXCLUDED SERVICES"                                Section 3.01.3
         "FACTORY WATER"                                    Section 3.03.5
         "GBS"                                              Section 11.04
         "IT SERVICES"                                      Section 3.01.1(h)
         "JMS'S PLANT"                                      Separation Agreement
         "LONG TERM SERVICES"                               Section 3.02
         "NON-AFFECTED PARTY"                               Section 11.05
         "NON-DEFAULTING PARTY"                             Section 8.02
         "OLEAN OIL"                                        Section 2.02
         "OIL PURCHASE PRICE"                               Section 2.02
         "ORDERS"                                           Section 3.01.1(a)
         "OSB"                                              Section 3.01.1(h)(4)
         "PARTY"                                            Preamble
         "P&G'S PLANT"                                      Separation Agreement
         "PUCO"                                             Section 3.02.1
         "RTCIS"                                            Section 3.01.1(h)(4)
         "RTCIS SERVICES"                                   Section 3.01(c)
         "SEPARATION PROJECTS"                              Separation Agreement
         "SERVICES AGREEMENT"                               Preamble
         "SERVICES AGREEMENT TERMINATION DATE"              Section 8.02
         "SEWP"                                             Section 3.01.1(h)(5)
         "SHORT TERM COMPENSABLE SERVICES"                  Section 3.01
         "SHORT TERM NON-COMPENSABLE SERVICES"              Section 3.01
         "RTCIS SERVICES"                                   Section 3.01.1(h)(4)
         "SEPARATION PERIOD"                                Separation Agreement
         "STANDSTILL PERIOD"                                Section 3.02.1
         "SUPPLIER"                                         Preamble
         "TERMINATION DATE"                                 Section 8.02
         "TRANSITION ORDER PLACEMENT PERIOD" OR "TOPP"      Section 3.01.1(a)
         "TRANSITION PERIOD"                                Section 7.02
         "TRANSITION PHASE"                                 Section 3.02.5
         "TRANSITION PRODUCT SHIPMENT PERIOD" OR "TPSP"     Section 3.01.1(b)
         "WAREHOUSE ACCEPTANCE NOTICE"                      Section 3.02.3(b)
         "WAREHOUSE APPRAISED PRICE"                        Section 3.02.3(b)
         "WAREHOUSE FIRST OFFER NOTICE"                     Section 3.02.3(b)
         "WAREHOUSE PROPERTY"                               Section 3.02.3(b)
         "WAREHOUSE RESPONSE PERIOD"                        Section 3.02.3(b)


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                                   ARTICLE II
                                BASIC OBLIGATIONS

2.01     SUPPLIER'S OBLIGATION. Subject to the limitations and conditions of
         this Services Agreement, and during the time periods set forth herein,
         Supplier shall perform, for the benefit of JMS certain services as set
         forth herein.

2.02     JMS'S OBLIGATION.
         (a)      JMS agrees to pay for the services provided by Supplier
                  hereunder in accordance with the provisions of this Services
                  Agreement. JMS agrees to use its commercially reasonable
                  efforts to end its need to utilize Supplier's Short Term
                  Services and certain Long Term Services at such earlier
                  time(s) than specified herein as is reasonably possible.

         (b)      (i)      In addition, JMS separately agrees to supply
                           Supplier and Supplier's successors and assigns, for a
                           period of five (5) years, with bulk oils at quality
                           levels consistent with Supplier's specifications set
                           forth in Schedule 2.02, and in a quantity of up to an
                           annual maximum of 50 million pounds, for use in the
                           Olean business (hereafter referred to as "Olean
                           Oil").
                  (ii)     Supplier or Supplier's successors, assigns or agents
                           shall instruct JMS on when to purchase crude oil on
                           the Chicago Board of Trade ("CBOT") and at what price
                           (hereafter referred to as the "Oil Purchase Price").
                           Supplier, its successors or assigns shall pay to JMS
                           the sum of (A) the actual Oil Purchase Price plus (B)
                           JMS's actual costs and expenses associated with the
                           manufacturing, processing and delivery of the Olean
                           Oil plus (C) a mark-up of five percent (5%) assessed
                           on JMS's manufacturing, processing and delivery costs
                           related to such Olean Oil, and such payment shall be
                           on the same payment terms as JMS's terms on such
                           crude oil purchases.
                  (iii)    JMS represents and warrants that its manufacture,
                           processing and delivery of such Olean Oil shall
                           follow Supplier's specification and practices set
                           forth in Schedule 2.02 or such other specifications
                           that JMS and Supplier (or its successors or assigns,
                           as applicable) agree upon in their reasonable
                           discretion. At Closing, JMS and Supplier shall enter
                           into a supply agreement for such Olean Oil, in a form
                           and substance reasonably satisfactory to JMS and
                           Supplier and consistent with the terms set forth
                           herein.
                  (iv)     Supplier, its successors and assigns, may terminate
                           its rights to purchase Olean Oil at any time, by
                           providing JMS with three (3) months prior written
                           notice. In such event,


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                           Supplier, its successors and assigns agree to either
                           (x) compensate JMS for any remnant inventory of crude
                           oil, which JMS may have purchased for Supplier, and
                           Olean Oil manufactured or processed pursuant to
                           Supplier's or its successors or assigns, as
                           applicable, express directions; or (y) purchase such
                           inventory from JMS at JMS's acquisition costs of such
                           inventory; in either case at the price described in
                           Section 2.02 hereof.
                  (v)      JMS may terminate its Olean Oil supply obligations
                           hereunder in the event Supplier assigns its rights
                           pertaining to such Olean Oil supply to a third party
                           who is a direct retail competitor of the Crisco
                           business, in which case JMS may terminate its
                           obligations pursuant to this Section 2.02(b) by
                           providing Supplier with eighteen (18) months prior
                           written notice. In such event, JMS's supply
                           obligations shall terminate the earlier of (i) the
                           expiration of the eighteen (18) months termination
                           notice, or (ii) the expiration of JMS's supply
                           obligations pursuant to Section 2.02(b)(i).
                   (vi)    In any of the above cases, JMS further agrees to
                           provide Supplier, its successors and assigns, with
                           reasonable cost information and back-up information
                           in support of the costs charged to Supplier for the
                           supply of Olean Oil to Supplier. Nothing contained
                           herein shall however provide Supplier with any audit
                           or inspection rights of Supplier's books or records.

2.03     TRANSITION TEAM. Supplier and JMS agree to establish, prior to Closing,
         a transition team comprised of a reasonable number of representatives
         of each of JMS and Supplier. The Transition Team shall agree on (i) a
         detailed transition plan pursuant to the purpose and objectives of this
         Agreement, (ii) shall support JMS in establishing independent
         capability of the Transition Services provided by Supplier to JMS
         hereunder; and (iii) post-Closing transition cut-over plan prior to
         expiration of the time periods set forth herein and/or in the
         Separation Agreement. The Transition Team shall also specifically deal
         with the planning and arranging for JMS's payables systems and payroll
         and benefits systems to be operational one day after Closing.
         Notwithstanding the foregoing, JMS acknowledges and agrees that, at
         Closing or after Closing, certain of these payables, payroll and
         benefits systems and services may not be immediately available on the
         Closing Date and may require JMS to anticipate to perform certain
         manual processes and manual transactions for an interim period.


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                                   ARTICLE III
                              TRANSITIONAL SERVICES

3.01     SHORT TERM TRANSITIONAL SERVICES. After the Closing, subject to the
         limitations and conditions of this Services Agreement, and during the
         Transition Period as defined in Section 7.02, Supplier shall perform,
         or shall arrange for an Affiliate to perform, certain services
         pertaining to the Jif/Crisco Business as set forth in this Section
         3.01. Notwithstanding the foregoing or Section 7.02, JMS may extend,
         upon thirty (30) days prior written notice to Supplier, the period for
         which the services set forth under Section 3.01 shall be provided to
         JMS; provided, however, that the maximum period for which such services
         may be provided shall be limited to a total of six (6) months; and
         provided further that JMS shall only be able to terminate these
         services after the initial three (3) month transition period for such
         services, in which case JMS shall provide Supplier with thirty (30)
         days prior written notice of its intention to terminate these services.
         It is being understood and agreed that, except for the Walmart Sales
         Services, JMS cannot separately or independently terminate any
         individual service provided under Section 3.01. It being further
         understood and agreed, that unless Supplier receives a written
         extension request from JMS no later than thirty (30) days prior to the
         expiration of the initial expiration date of these Short Term
         Transitional Services, as set forth in Schedule 3.01, such services
         shall not be extended and shall terminate on such expiration date

         3.01.1 COMPENSABLE SERVICES.

         POST CLOSING. After the Closing and for purposes of this Services
         Agreement, Supplier agrees to provide all of the following services for
         the fees set forth in Section 4.01 of this Services Agreement, ("Short
         Term Compensable Services"):

                  a.       TRANSITIONAL ORDER PLACEMENT. Supplier shall continue
                           to receive and process trade customer orders, in
                           accordance with its ordinary business practices, for
                           the period set forth on Schedule TS3.01.1 (the
                           "Transitional Order Placement Period" or "TOPP") for
                           products of the Business as of Closing to be shipped
                           not later than the second day after the expiration of
                           the TOPP. Orders received prior to expiration of the
                           TOPP for shipping on or after the second day
                           subsequent to the expiration of the TOPP, shall be
                           taken but transferred to JMS. Orders received after
                           the expiration of the TOPP shall be transferred to
                           JMS. JMS may institute any reasonable price changes
                           to take effect prior to the expiration of the TOPP,
                           provided that JMS shall notify Supplier at least
                           fifteen (15) Business Days prior to the


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                           earlier of (i) the date on which such price changes
                           shall take effect or (ii) the date on which such
                           price changes are announced by JMS to the trade, and,
                           provided further that JMS shall not require Supplier
                           to communicate to trade customers any price changes
                           to take effect on or after two weeks after the
                           expiration of the TOPP.

                           Notwithstanding the foregoing, after the Closing,
                           Supplier may also receive firm purchase orders for
                           Products ("Orders") from JMS's sales brokers covering
                           the Jif/Crisco Business, and such Orders to be
                           delivered to Supplier in a form to be agreed between
                           Supplier and JMS, and consistent with Supplier's
                           applicable practices.

                  b.       TRANSITIONAL PRODUCT SHIPMENT. Supplier shall
                           continue to ship Product to fulfill trade customer
                           orders in accordance with its ordinary business
                           practices through the second day subsequent to the
                           expiration of the TOPP (the "Transitional Product
                           Shipment Period" or "TPSP").

                  c.       PURCHASE ORDERS/BILLS OF LADINGS/INVOICES. During the
                           Transitional Order Placement Period, Supplier shall
                           ship Product to trade customers per the customer
                           purchase order and ship site bill of lading and shall
                           bill trade customers for Products on behalf of JMS
                           using Supplier's current invoice format but
                           identifying JMS as the seller of such Products and
                           using Supplier's current credit and trade terms,
                           including Supplier's allowance for product returns.
                           During the Transitional Product Shipment Period,
                           Supplier shall store Product and ship it to trade
                           customers, and shall use its current shipment
                           practices (e.g., unit load configuration, minimum
                           order increments, CHEP pallet usage, etc.).

                  d.       ACCOUNTS RECEIVABLE. Supplier shall be solely
                           responsible during the TOPP for processing of
                           accounts receivable and management of cash receipts
                           in a manner consistent with Supplier's ordinary past
                           business practices in connection with the Business.
                           JMS shall be solely responsible for the collection of
                           accounts receivable and shall bear the loss of any
                           uncollected amounts. Supplier agrees to provide JMS
                           with monthly reports on accounts receivable, which
                           shall include, to the extent reasonably available to
                           Supplier, information necessary to recover
                           unauthorized deductions from trade customers.


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                  e.       (i) PAYMENT TO BUYERS. On the fifteenth (15th) and
                           thirtieth (30th) day of each month, Supplier shall
                           remit to JMS, via wire transfer to an account
                           designated by JMS, the proceeds collected from trade
                           customers and/or distributors on behalf of JMS, less
                           transportation costs and fees charged by Supplier to
                           customers according to applicable trade terms;
                           provided, however, if JMS's payments to Supplier
                           pursuant to Section 3.01.1(e)(ii) are past due for
                           more than thirty (30) days, Supplier may elect to
                           either (x) exercise any of its rights under this
                           Services Agreement, or (y) deduct the outstanding
                           payment owed by JMS to Supplier from the payments to
                           be made by Supplier to JMS in accordance with this
                           Section 3.01.1(e)(i).

                           (ii) PAYMENT TO SUPPLIER. JMS shall remit to Supplier
                           payment for the Short-Term Compensable Services set
                           forth herein for the fees and costs set forth in
                           Section 3.01.1(e). In accordance with the preceding
                           sentence, JMS shall, within ten (10) days of
                           Supplier's invoice, promptly wire, to an account
                           designated by Supplier in such demand, these amounts,
                           provided, however, if Supplier's payments to JMS
                           pursuant to Section 3.01.1(e)(i) are past due for
                           more than thirty (30) days following the respective
                           due dates set forth therein, JMS may elect to either
                           (x) exercise any of its rights under this Services
                           Agreement, or (y) deduct the outstanding payment owed
                           by Supplier to JMS from the payments to be made by
                           JMS to Supplier in accordance with this Section
                           3.01.1(e)(ii).

                  f.       NEW DATA MANAGEMENT. From the date hereof through the
                           end of the Transition Period, Supplier shall update
                           customer records for any changes occurring during the
                           periods described in Schedule TS 3.01.1.

                  g.       CONSUMER RELATION SERVICES. For the period set forth
                           in Schedule TS3.01.1, Supplier shall continue, or
                           shall arrange for its Affiliate to continue,
                           answering calls to the existing telephone number on
                           the Product. Pursuant to the Corporate Agreements,
                           the existing telephone number shall be transferred to
                           JMS at the termination of any transitional services
                           period.

                  h.       IT SERVICES. From the date hereof through the end of
                           the Transition Period, Supplier shall provide to JMS
                           the information systems and infrastructure listed
                           below and operational support for such systems (the
                           "IT Services") in Supplier's or Supplier's Affiliates
                           data-center in Cincinnati


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                           (the "Data-Center"), which services shall be
                           consistent with ordinary past business practices in
                           connection with the Business. To avoid service
                           disruptions, the JMS agrees it shall not make any
                           modifications to hardware and software configurations
                           of equipment at the JMS's Plant that are used for
                           access to the Data-Center without written agreement
                           from Supplier.

                                     (1)    SAP Enterprise Resource System,
                                            including:
                                            -Purchasing of current expense
                                               items,
                                            -Purchasing of raw materials,
                                            -Storeroom/maintenance management,
                                            -Production planning,
                                            -Cost accounting; and
                                            -Inventory management.

                                    (2)     Manufacturing execution system

                                    (3)     Quality and reliability system;

                                    (4)     RTCIS Warehouse/Inventory Management
                                            System ("RTCIS"). Supplier shall
                                            provide JMS with transitional
                                            support for RTCIS during the
                                            Transition Period (the "RTCIS
                                            Services"). JMS shall continue to
                                            operate RTCIS in a manner consistent
                                            with Supplier's past practices at
                                            JMS's Plant, such that Supplier
                                            shall be able to pass shipment
                                            information between RTCIS and
                                            Supplier's corporate Order,
                                            Shipping, Billing ("OSB") system.

                                    (5)     Infrastructure, including:
                                            -Supplier's standard
                                               workstations
                                            -Standard Enterprise Workstation
                                               Platform ("SEWP"),
                                            -Connection to Internet/wide area
                                               network,
                                            -E-mail; and
                                            -Phone.

                  i.       REPORTING TO JMS. For Product ordered by trade
                           customers during the term of this Services Agreement,
                           Supplier shall provide JMS with (i) monthly reports
                           showing sales dollar volumes; and (ii) monthly
                           reports summarizing payments made to JMS in
                           accordance with Section 3.01.1(e) above.

                  j.       WALMART SALES SERVICES. During the period and for the
                           costs set forth in Schedule TS3.01.1, at JMS's
                           request, Supplier shall cause its sales force to
                           provide sales support (e.g. customer calls) for the
                           Walmart account on behalf of and in cooperation with
                           JMS, consistent with Supplier's past


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                           practices and subject to Applicable Laws and
                           regulations, including without limitation, antitrust
                           laws.

                  k        JMS YEAR-END SERVICES. In order to accommodate JMS's
                           reasonably required needs at the end of JMS's fiscal
                           year, Supplier shall provide to JMS, upon JMS's
                           reasonable request, standard reports relating to the
                           Short Term Services provided by Supplier hereunder,
                           and which reports shall be in a form and format
                           consistent with Supplier's past practices and
                           systems.

         3.01.2   NON-COMPENSABLE SERVICES. At no additional charge to JMS,
                  except for reasonable out-of-pocket expenses (as defined in
                  Section 4.03 hereof), Supplier shall provide the following
                  services for the periods set forth in Schedule TS3.01.2
                  ("Short Term Non-Compensable Services"):

                  PRE-CLOSING.

                  (a)      INFORMATION MEETINGS. Prior to Closing and on timing
                           mutually agreed upon by Supplier and JMS, Supplier
                           shall mutually agree with JMS on a schedule of
                           informational meetings between appropriate Customer
                           Business Development ("CBD") personnel of Supplier
                           and appropriate personnel of JMS, all such meetings
                           to be scheduled through Supplier's Sales Managers for
                           the Products, PROVIDED, however, that (i) such
                           information meetings shall comply with all Applicable
                           Laws and regulations, including without limitations,
                           applicable antitrust laws, and (ii) shall not cause
                           any disruptions to Supplier's business or create any
                           unreasonable time constraints on Supplier.

                  (b)      BRAND MARKETING. Prior the Closing and on timing
                           mutually agreed upon by Supplier and JMS: Supplier
                           shall provide, or shall arrange for a P&G Affiliate
                           to provide, JMS with a reasonable level of
                           information on marketing plans for the Products
                           (e.g., plans and commitments for media and consumer
                           promotions; as well as updates on Product
                           improvements; current and historical packaging and
                           graphics research; and an introduction to Supplier's
                           advertising and packaging design agencies for the
                           Products), PROVIDED, however, that (i) such brand
                           marketing assistance shall comply with all Applicable
                           Laws, regulations, including without limitations,
                           applicable antitrust laws, and (ii) shall not cause
                           any disruptions to Supplier's business or create any
                           unreasonable time constraints on Supplier.


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                  (c)      CUT-OVER PLAN. Within three (3) months after the date
                           of this Services Agreement, Supplier and JMS shall
                           mutually agree to a cut-over plan for the orderly
                           shut down of Supplier's systems and/or the removal of
                           Supplier's network configuration from JMS's Plant.
                           When Supplier's network is removed, JMS shall
                           readdress JMS's Plant's network. The range of
                           contiguous network addresses shall remain the
                           property of Supplier following the shut down and/or
                           removal of Supplier's network from JMS's Plant.
                           Subject to the terms and conditions mutually agreed
                           upon by Supplier and JMS pursuant to this section,
                           Supplier shall provide, or arrange for an Affiliate
                           to provide, for a mutually agreed to, reasonable
                           period of time and without causing any disruptions to
                           Supplier's normal course of business, the appropriate
                           personnel of Supplier or of an Affiliate to assist
                           JMS in developing, implementing and executing such
                           cut-over plan, PROVIDED, however, that such
                           information meetings shall comply with all applicable
                           laws, regulations, including without limitations,
                           applicable antitrust laws.

                  POST-CLOSING. From the Closing Date until the date that is
                  three months after the Closing Date, on timing mutually agreed
                  upon by Supplier and JMS:

                  a.       TRADE CUSTOMER NOTIFICATION. Supplier shall draft and
                           distribute one (1) letter, reasonably acceptable to
                           both parties, to all of Supplier's trade customers of
                           the Products concerning the sale of the Jif/Crisco
                           Business to JMS.

                  b.       SUPPLIER TRANSITION. Supplier shall provide, or
                           arrange for an Affiliate to provide, for a mutually
                           agreed to, reasonable period of time and without
                           causing any disruptions to Supplier's normal course
                           of business, appropriate personnel of Supplier or of
                           an Affiliate to assist JMS in obtaining the names of
                           its suppliers with respect to each raw material and
                           packaging component necessary to manufacture the
                           Products and, to the extent reasonably available, the
                           past buying and purchasing practices relating to such
                           raw materials and packaging components.

                  c        SALES AND CUSTOMER TRANSITION
                           Supplier shall make appropriate CBD personnel
                           available for one mutually-agreed joint meeting or
                           phone call with each of the trade customers who,
                           cumulatively, in descending order of volume, account
                           for seventy percent (70%) of national sales of the
                           Products.


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         3.01.3   EXCLUDED SERVICES. Supplier shall not provide any services not
                  expressly listed herein, including without limitation, the
                  following information systems or other services ("Excluded
                  Services"):

                  (a)      Cash disbursements or payment of accounts payable,
                  (b)      Treasury systems,
                  (c)      Capital Accounting,
                  (d)      Starnet/ESP (long distance carrier),
                  (e)      Videoconferencing,
                  (f)      Order, shipping and billing services other than for
                           JMS's Products Manufactured by JMS at JMS's Plant or
                           at CANAMERA,
                  (g)      Shipment Planning other than for JMS's Products
                           Manufactured by JMS at JMS's Plant or at CANAMERA,
                  (h)      Payroll services and payroll system services,
                  (i)      Benefits services and benefits system services,
                  (j)      Software requiring licenses,
                  (k)      Electronic specifications and standards system; or
                  (l)      any Services or other support for JMS to
                           electronically link JMS's Plant to JMS's corporate
                           network; or
                  (m)      Web-based, web-enabled or Internet-based order
                           placement, order management or order handling.


3.02     CRISCO LONG TERM MANUFACTURING SERVICES. Subject to the limitations and
         conditions of this Services Agreement, Supplier shall provide and JMS
         shall pay for the long term services solely pertaining to Crisco's
         Ivorydale manufacturing plant and as set forth below and during the
         periods and for the fees set forth in Schedule TS3.02 ("Long Term
         Services"):

         3.02.1 STEAM
                  Supplier shall supply to JMS 150psig and 850psig steam at the
                  cost set forth on Schedule TS3.02 and such supply shall be
                  limited to current maximum usage (up to 80,000 lbs/hr). JMS
                  agrees that supply of steam may be interrupted for up to three
                  (3) weeks per year for scheduled boiler maintenance. Supplier
                  shall provide JMS with six (6) months notice prior to any such
                  scheduled maintenance. Any repairs and extraordinary
                  maintenance shall be in addition and JMS and Supplier shall
                  mutually agree on timing and schedule. JMS shall support
                  Supplier's application to the Public Utilities Commission of
                  Ohio ("PUCO") to not be considered a public utility. For a
                  period of two and a half years from the date of this Agreement
                  (the "Standstill Period"), except as permitted under Section
                  11.05 hereof, neither JMS nor Supplier shall, and each shall
                  cause their Affiliates not to, terminate the supply of steam
                  to


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                  JMS. After the Standstill Period, either Party may terminate
                  the steam supply upon eighteen (18) months prior written
                  notice to the other Party. Supplier further agrees to provide
                  JMS with reasonable cost information and back-up information
                  in support of the costs charged to JMS for the supply of steam
                  to JMS. Nothing contained herein shall however provide JMS
                  with any audit or inspection rights of Supplier's books or
                  records.

         3.02.2 CONVEYING
                  (a)      Supplier shall provide JMS access to Supplier's
                           conveying facilities to move finished Product cases
                           to the warehouse located at Supplier's Ivorydale
                           manufacturing site. This service shall be at the cost
                           set forth on Schedule TS3.02. Supplier shall
                           reasonably maintain the Crisco conveyors (excluding
                           the conveyor controls) in good operable condition,
                           except for normal wear and tear. JMS shall operate
                           and shall be responsible for the controls of the
                           Crisco conveyors. JMS shall be responsible for, and
                           shall indemnify and hold Supplier harmless for, all
                           damages (other than indirect, consequential or
                           punitive damages) and repairs to the conveyors, other
                           than normal wear and tear, caused by JMS's actions or
                           inactions. During the Standstill Period, except as
                           permitted under Section 11.05 hereof, neither JMS nor
                           Supplier shall, and each shall cause their Affiliates
                           not to, terminate the conveying services to JMS.
                           After the Standstill Period, JMS may terminate the
                           conveying services upon eighteen (18) months prior
                           written notice to Supplier , and Supplier may
                           terminate this conveying service in any of the
                           following events (i) if Supplier disposes of or sells
                           (other than to an Affiliate) the conveyor used for
                           the provision of this service, (ii) if Supplier
                           disposes of or sells (other than to an Affiliate) all
                           or substantially all of its assets located at the
                           same site, or (iii) if Supplier closes down its
                           operations or facilities (including the conveyor) at
                           its Ivorydale site; (iv) if Supplier obtains JMS's
                           consent; or (v) pursuant to Section 11.05 hereof. .
                           Supplier further agrees to provide JMS with
                           reasonable cost information and back-up information
                           in support of the costs charged to JMS for the supply
                           of conveying services to JMS. Nothing contained
                           herein shall however provide JMS with any audit or
                           inspection rights of Supplier's books or records

                  (b)      If at any time after the expiration of the Standstill
                           Period and prior to the delivery of a termination
                           notice by JMS, Supplier desires to sell all or any
                           portion of the conveyor or Supplier's interest in the
                           business that uses the conveyor, to any third


                                       12
<PAGE>


                           party prospective purchaser or purchasers or desires
                           to discontinue the use of the conveyor, then JMS
                           shall have a right of first offer to purchase the
                           conveyor on the terms and conditions set forth in
                           this Section 3.02.2. Supplier shall give a notice
                           ("Conveyor First Offer Notice") to JMS which shall
                           (i) be in writing and be signed by Supplier, (ii)
                           contain a description of the land that is to be
                           included with the conveyor (referred to herein as the
                           "Conveyor Property"), (iii) specify the appraiser
                           (reasonably acceptable to JMS) that Supplier hired to
                           determine the fair market value of the Conveyor
                           Property, which appraiser must be independent from
                           Supplier and its Affiliates, (iv) specify the fair
                           market value of the Conveyor Property as determined
                           by the appraiser identified in the notice (the
                           "Conveyor Appraised Price"), (v) contain a copy of
                           the appraisal, and (vi) specify the terms and
                           conditions of such transaction. JMS shall have the
                           right, exercisable by delivery of notice in writing
                           (the "Conveyor Acceptance Notice") to Supplier within
                           sixty (60) calendar days after the receipt of the
                           First Offer Notice ("Conveyor Response Period"), to
                           elect to purchase the Conveyor Property for a cash
                           purchase price equal to the Conveyor Appraised Price.
                           Failure of JMS to give the Conveyor Acceptance Notice
                           shall be deemed, upon expiration of the Conveyor
                           Response Period, to be an election not to purchase
                           the Conveyor Property.

                  (c)      If JMS fails or elects not to deliver a Conveyor
                           Acceptance Notice within the Conveyor Response
                           Period, then Supplier may (i) discontinue operations
                           at the conveyor no earlier than date that is eighteen
                           (18) months after the date the Conveyor Acceptance
                           Notice was mailed (and Supplier shall provide JMS
                           with a written notice specifying the date on which
                           the conveyor will no longer be used and that Supplier
                           is exercising its right to terminate the service
                           described in this Section 3.02.2) or (ii) sell the
                           Conveyor Property without any further offer to JMS
                           pursuant to the provisions of this Section 3.02.2.

                  (d)      If JMS delivers a Conveyor Acceptance Notice within
                           the Conveyor Response Period, Supplier shall convey
                           the Conveyor Property to JMS and JMS shall acquire
                           the Conveyor Property on a date mutually agreed upon
                           by JMS and Supplier but in no event earlier than
                           sixty (60) days after delivery of the Conveyor
                           Acceptance Notice. The closing shall occur at a
                           mutually agreed to location. At the Closing, Supplier
                           shall deliver or cause to be delivered to JMS, a


                                       13
<PAGE>


                           deed executed by Supplier conveying the real property
                           components, if any, of the Conveyor Property to JMS,
                           a bill of sale executed by Supplier conveying all of
                           the personal property components of the Conveyor
                           Property to JMS, and such other documents as may be
                           necessary to convey the conveyor to JMS.

                  (e)      In the event JMS purchases the Conveyor Property
                           pursuant to this Section 3.02.2, JMS agrees that it
                           will be required to perform, for the benefit of
                           Supplier or the buyer of the remaining assets of
                           P&G's Plant, the services pertaining to the Conveyor
                           Property identical in nature, quantity (to the extent
                           pertaining to P&G's Plant and the operations of P&G,
                           its successors and assigns, if applicable) and
                           quality and on terms and conditions (including,
                           without limitation, pricing and timing) identical to
                           those under which Supplier is providing such services
                           to JMS pursuant to this Section 3.02.2(a).

3.02.3   WAREHOUSING

                  (a)      Supplier shall provide to JMS finished product
                           warehouse services for Products manufactured at JMS's
                           Plant, including single SKU finished case
                           palletizing, storage, tempering, truck loading and
                           truck weighing at the costs and for the period set
                           forth in Schedule TS3.02. JMS shall be charged
                           monthly a per pallet fee for each pallet loaded, as
                           set forth in Schedule TS3.02. JMS and Supplier shall
                           mutually agree on an upper limit on total warehouse
                           space to be reserved for Products manufactured at
                           JMS's Plant. Supplier shall reasonably maintain the
                           warehouse in good operable condition, except for
                           normal wear and tear. JMS shall be responsible for
                           the supervision and quality control of the
                           performance of the services provided by the third
                           party contractors at Supplier's warehouse. Supplier
                           shall further offer to lease to JMS the first floor
                           of warehouse A (for receipt and storage of bottle
                           caps) located at Supplier's Ivorydale site for the
                           fee set forth in Schedule TS3.02. During the
                           Standstill Period, except as permitted under Section
                           11.05 hereof, neither JMS nor Supplier shall, and
                           each shall cause their Affiliates not to, terminate
                           the warehousing services to JMS. After the Standstill
                           Period, JMS may terminate the warehousing services
                           upon eighteen (18) months prior written notice to
                           Supplier, and Supplier may terminate this warehousing
                           service in any of the following events (i) if
                           Supplier disposes of or sells (other than to an
                           Affiliate) the warehouse used for the provision of
                           this


                                       14
<PAGE>

                           service, (ii) if Supplier disposes of or sells (other
                           than to an Affiliate) all or substantially all of its
                           assets located at the same site, or (iii) if Supplier
                           closes down its operations or facilities (including
                           the warehouse) at its Ivorydale site; (iv) if
                           Supplier obtains JMS's consent; or (v) pursuant to
                           Section 11.05 hereof.. Supplier further agrees to
                           provide JMS with reasonable cost information and
                           back-up information in support of the costs charged
                           to JMS for the supply of warehousing to JMS. Nothing
                           contained herein shall however provide JMS with any
                           audit or inspection rights of Supplier's books or
                           records.

                  (b)      If at any time after the expiration of the Standstill
                           Period and prior to the delivery of a termination
                           notice by JMS, Supplier desires to sell all or any
                           portion of the warehouse or Supplier's interest in
                           the business that uses the warehouse, to any third
                           party prospective purchaser or purchasers or desires
                           to discontinue the use of the warehouse, then JMS
                           shall have a right of first offer to purchase the
                           warehouse on the terms and conditions set forth in
                           this Section 3.02.3. Supplier shall give a notice
                           ("First Warehouse Offer Notice") to JMS which shall
                           (i) be in writing and be signed by Supplier, (ii)
                           contain a description of the land that is to be
                           included with the warehouse (the warehouse, the land
                           on which such warehouse is located are sometimes
                           collectively referred to herein as the "Warehouse
                           Property"), (iii) specify the appraiser (reasonably
                           acceptable to JMS) that Supplier hired to determine
                           the fair market value of the Warehouse Property,
                           which appraiser must be independent from Supplier and
                           its Affiliates, (iv) specify the fair market value of
                           the Warehouse Property as determined by the appraiser
                           identified in the notice (the "Appraised Warehouse
                           Price"), and (v) contain a copy of the appraisal. JMS
                           shall have the right, exercisable by delivery of
                           notice in writing (the "Warehouse Acceptance Notice")
                           to Supplier within sixty (60) calendar days after the
                           receipt of the First Offer Notice ("Warehouse
                           Response Period"), to elect to purchase the Property
                           for a cash purchase price equal to the Warehouse
                           Appraised Price. Failure of JMS to give the Warehouse
                           Acceptance Notice shall be deemed, upon expiration of
                           the Warehouse Response Period, to be an election not
                           to purchase the Warehouse Property.

                  (c)      If JMS fails or elects not to deliver a Warehouse
                           Acceptance Notice within the Warehouse Response
                           Period, then Supplier may (i) discontinue operations
                           at the warehouse no


                                       15
<PAGE>

                           earlier than date that is eighteen (18) months after
                           the date the Warehouse Acceptance Notice was mailed
                           (and Supplier shall provide JMS with a written notice
                           specifying the date on which the warehouse will no
                           longer be used and that Supplier is exercising its
                           right to terminate the service described in this
                           Section 3.02.3) or (ii) sell the Warehouse Property
                           without any further offer to JMS pursuant to the
                           provisions of this Section 3.02.3.

                  (d)      If JMS delivers a Warehouse Acceptance Notice within
                           the Warehouse Response Period, Supplier shall convey
                           the Warehouse Property to JMS and JMS shall acquire
                           the Warehouse Property on a date mutually agreed upon
                           by JMS and Supplier but in no event earlier than
                           sixty (60) days after delivery of the Warehouse
                           Acceptance Notice. The closing shall occur at a
                           mutually agreed to location. At the Closing, Supplier
                           shall deliver or cause to be delivered to JMS, a deed
                           executed by Supplier conveying the real property
                           components of the Property to JMS, a bill of sale
                           executed by Supplier conveying all of the personal
                           property components of the Warehouse Property to JMS,
                           and such other documents as may be necessary to
                           convey the warehouse to JMS.

                  (e)      In the event JMS purchases the Warehouse Property
                           pursuant to this Section 3.02.3, JMS represents and
                           warrants that it will be required to perform, for the
                           benefit of Supplier or the buyer of the remaining
                           assets of P&G's Plant, the services pertaining to the
                           Warehouse Property identical in nature, quantity (to
                           the extent pertaining to P&G's Plant and the
                           operations of P&G, its successors and assigns, if
                           applicable) and quality and on terms and conditions
                           (including, without limitation, pricing and timing)
                           identical to those under which Supplier is providing
                           such services to JMS pursuant to this Section
                           3.02.3(a).

         3.02.4   NITROGEN
                  Supplier shall supply JMS with nitrogen to a level and quality
                  consistent with Supplier's normal operation of the Business
                  and in accordance with current business practices. Supplier
                  shall bill JMS on a monthly basis for JMS's usage at the cost
                  set forth in Schedule TS3.02. During the Standstill Period,
                  except as permitted under Section 11.05 hereof, neither JMS
                  nor Supplier shall, and each shall cause their Affiliates not
                  to, terminate the supply of nitrogen to JMS. After the
                  Standstill Period, either Party may terminate the nitrogen
                  supply services upon eighteen months prior


                                       16
<PAGE>


                  written notice to the other Party. Nothing contained herein
                  shall however provide JMS with any audit or inspection rights
                  of Supplier's books or records.

         3.02.5   RAIL SCALE USE
                  Supplier shall provide JMS with access to and use of the rail
                  scale for weighting JMS's incoming rail cars and JMS shall pay
                  in return the fixed usage fees set forth in Schedule TS3.02.
                  JMS acknowledges and agrees that it shall use commercially
                  reasonable best efforts to contract with Supplier's contractor
                  (currently RailServe) to arrange for the labor to weigh rail
                  cars. JMS understands and agrees that the use of scale shall
                  be interrupted based on scale maintenance, downtime and
                  repairs and as otherwise notified by Supplier. Supplier shall
                  keep the rail scale in normal operating condition, excluding
                  normal wear and tear. During the Standstill Period, as
                  permitted under Section 11.05 hereof, neither JMS nor Supplier
                  shall, and each shall cause their Affiliates not to, terminate
                  the rail scale services to JMS. After the Standstill Period,
                  either Party may terminate the services pertaining to the use
                  of the rail scale upon eighteen months prior written notice to
                  the other Party. Nothing contained herein shall however
                  provide JMS with any audit or inspection rights of Supplier's
                  books or records.

         3.02.6   HYDROGEN
                  Supplier shall use commercially reasonable efforts to assign
                  to JMS the existing hydrogen service contract between Supplier
                  and Air Products Inc., as permissible or, in the event such
                  agreement may not be assignable, Supplier shall make the
                  benefit of such agreement available to JMS and JMS agrees to
                  pay to Supplier all costs and fees related thereto (including
                  property taxes listed below). Supplier shall further continue
                  to lease the parcel of land on which the hydrogen facility is
                  located, to Air Products, Inc. for the remainder of the
                  contract with Air Products, Inc. JMS shall assume all
                  liability for property taxes related the equipment owned by
                  Air Products, Inc., and which Supplier has an obligation to
                  pay pursuant to the service contract with Air Products, Inc.


                                       17
<PAGE>


3.03     CRISCO TRANSITION MANUFACTURING SERVICES
         Supplier shall provide the following additional services solely
         pertaining to Crisco's Ivorydale manufacturing plant as to assist the
         JMS in maintaining production during the Separation Period. During the
         Separation Period or until the completion of the respective Separation
         Projects pertaining to these Transition Manufacturing Services, JMS and
         Supplier shall effect the physical separation of Crisco from Ivorydale
         and the installation of JMS's Plant's independent capability for the
         following:

         3.03.1   POWER
                  Supplier shall provide to JMS power from the local power
                  company, (presently Cinergy), at the costs set forth in
                  Schedule TS3.03;

         3.03.2   SEWER AND WATER
                  Supplier shall provide to JMS water and shall allow JMS to use
                  Supplier's existing sewer system at the costs set forth in
                  Schedule TS3.03; and

         3.03.3   COMPRESSED AIR
                  Supplier shall provide to JMS compressed air at the costs set
                  forth in Schedule TS3.03.

         3.03.4   PROCESS CONTROL SYSTEMS SEPARATION
                  Supplier shall manage for JMS the control systems for the
                  reservoir pumps.

         3.03.5   SOUTH-WEST OHIO WATER AND FACTORY WATER
                  Supplier shall provide to JMS access to water from the
                  South-West Ohio Water Company and access to second use water
                  from the South-West Ohio Water Company ("Factory Water").

3.04     CONDITIONS PRECEDENT. Provision of each of the Transitional Services is
         predicated on the following conditions:

                  (i)      As long as JMS is using SAP or RTCIS, or any other
                           Supplier-supported systems in the JMS's Plant, JMS
                           may only access said systems using SEWP;
                  (ii)     No major additions or systems connections are
                           permitted to Supplier's network, unless the parties
                           mutually agree upon a plan for such addition or
                           connection to Supplier's network. Such plan would
                           include, but would not be limited to, the ability for
                           Supplier to take necessary security measures;
                  (iii)    JMS agrees it shall not make any modifications to
                           hardware and software configurations of equipment at
                           the JMS's Plant that are used in connection with
                           Supplier's systems unless the parties mutually agree
                           upon a plan for such modification;


                                       18
<PAGE>


                  (iv)     JMS shall obtain any necessary licenses (transitional
                           and/or long-term) for all software or, in the absence
                           of such licenses, JMS shall indemnify Supplier
                           against liability related to any alleged breach of
                           Supplier's license agreement related to such software
                           during the Transition Period;
                  (v)      Supplier shall not be obliged to provide Services if
                           such Services may be identified as first-level
                           support in the table set out in Schedule TS3.04. Such
                           Services shall be performed by JMS's in-house
                           resources.
                  (vi)     JMS agrees to assist Supplier in the implementation
                           of any system or software upgrades or version or
                           change management necessary for Supplier to be able
                           to provide the Services herein. JMS's assistance in
                           implementing such changes may include the use of
                           resources from JMS's Plant consistent with Supplier's
                           past practices at JMS's Plant, and in such a way not
                           to disrupt the operations and activity at JMS's Plant
                           in its normal course.
                  (vii)    JMS agrees to use the following third party services
                           to interface efficiently with Supplier's existing
                           infrastructure in Supplier's Ivorydale plant:
                                    (1)      JMS shall use commercially best
                                             efforts to use the same contractor
                                             (presently Railserve Inc.) Supplier
                                             uses at its Ivorydale plant for
                                             railcar switching and weighing.
                                    (2)      JMS shall use commercially best
                                             efforts to use the same drop lot
                                             operator (presently J.B. Hunt
                                             Company) as long as JMS uses the
                                             warehousing component of the Long
                                             Term Manufacturing Services
                                    (3)     JMS shall enter into new leases or
                                            assume the existing leases (where
                                            assignable) on the railcars
                                            presently dedicated to the Products
                                            manufactured at JMS's Plant.

3.05     SCOPE OF SERVICES.
         (a)      Neither Supplier nor any of its Affiliates shall be obligated
                  to perform or to cause to be performed any Transitional
                  Services outside the United States or in a volume or quantity
                  which exceeds, in any material respect, the historical volume
                  or quantity of such Service performed for the Business,
                  calculated based on the average monthly quantity of such
                  Service performed for the Business during the twenty-four (24)
                  months ended on the Closing Date including without limitation
                  those quantities as set forth on Schedule TS3.05.
         (b)      The Services shall be provided only to the Business and not to
                  any other business of JMS and/or its Affiliates.


                                       19
<PAGE>


3.06     STANDARD OF PERFORMANCE; STANDARD OF CARE.
         (a)      Supplier shall, and shall cause its Affiliates to, perform the
                  Transitional Services in a manner, in all material respects,:
                  (i) which is a manner which is substantially similar in
                  nature, quality and timeliness to the services provided to the
                  Business prior to the Closing Date to a level and quality
                  consistent with Supplier's normal operation of the Business;
                  (ii) in accordance with Supplier's business practices over the
                  prior twenty-four (24) month period; and (iii) in accordance
                  with all Applicable Laws.

         (b)      Notwithstanding the foregoing, Supplier has no obligation to
                  perform its obligations pursuant to this Section in a manner
                  that exceeds Supplier's past practices, policies and
                  procedures for Transitional Services. Nothing in this
                  Agreement shall require Supplier or any of its Affiliates to
                  perform the Transitional Services in a manner that would
                  constitute a violation of Applicable Laws.

                                   ARTICLE IV
                           CONSIDERATION FOR SERVICES

4.01     PRICES FOR TRANSITIONAL SERVICES. Transitional Services provided
         pursuant to the terms of this Services Agreement shall be charged at
         the fees set forth for the applicable category of Transitional
         Services, plus any reasonable out-of-pocket costs and expenses (as
         defined in Section 4.03 below) incurred by Supplier and its Affiliates
         in connection with the performance of the Transitional Services.

4.02     PAYMENT.
         (a) Subject to Section 3.01.1(e), within twenty (20) days after the end
         of each month and within twenty (20) days after the end of the Services
         Period applicable to each category of Transitional Services, Supplier
         shall submit to JMS for payment an invoice of amounts due to Supplier
         under this Services Agreement for such month or, if applicable, a
         partial month. Each statement shall contain such supporting detail as
         may be reasonably required to validate such amounts due.

         (b) All invoices for Transitional Services are payable in U.S. dollars.
         Payment shall be made within twenty (20) days of the date of each
         invoice (the "Due Date"). All amounts not paid within five (5) days
         after the date when due shall bear interest at the rate of ten percent
         (10%) per annum from such Due Date until the date paid.

4.03     OUT-OF-POCKET EXPENSES. All reasonable out-of-pocket expenses
         (including without limitation travel expenses) that arise directly out
         of the provision of Services pursuant to this Services Agreement and
         are incurred by Supplier and/or certain of Supplier's Affiliates, shall
         be


                                       20
<PAGE>

reimbursed by JMS. Supplier shall assume all out-of pocket expenses under One
Hundred United States Dollars (US$100) per occurrence or event as reasonable and
shall not need JMS's concurrence. For all other out-of pocket expenses above One
Hundred United States Dollars (US$100) per occurrence or event, Supplier shall
request prior authorization from JMS to incur any such out-of-pocket expenses.
Supplier, and/or certain of Supplier's Affiliates, shall submit the respective
invoices to JMS for prompt reimbursement pursuant to Section 4.02.

                                    ARTICLE V
                               WARRANTY DISCLAIMER

5.01     LIMITATION OF WARRANTIES. EXCEPT AS PROVIDED IN SECTION 3.05, SUPPLIER
         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 SERVICES PROVIDED UNDER THIS SERVICES AGREEMENT SHALL
         BE SUFFICIENT TO ALLOW BUYER TO SUCCESSFULLY TRANSITION, MANAGE OR
         OPERATE THE BUSINESS.

5.02     JMS agrees and recognizes that Supplier shall have no liability, direct
         or indirect, for any damages, delays, or other effects on JMS or JMS's
         operations due to interruptions of the services provided to JMS
         hereunder, except and to the extent resulting from intentional
         misconduct.


                                   ARTICLE VI
                                 INDEMNIFICATION

6.01     JMS'S INDEMNIFICATION. Subject to Section 6.03 and consistent with the
         applicable provisions of the Corporate Agreements, JMS shall defend,
         indemnify, and hold Supplier 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 of its duties, obligations, or
                  representations and warranties under this Services Agreement;
         (b)      all Demands arising from personal injury to employees of JMS
                  (or of any entity(ies) designated by JMS) while at Supplier's
                  Plant or other facility to receive services under this
                  Services Agreement, to the extent such Demands do not result
                  from the negligence of Supplier; and


                                       21
<PAGE>


         (c)      all costs and expenses of Supplier (including without
                  limitation reasonable fees and expenses of attorneys) incurred
                  in connection with the successful enforcement of any rights of
                  Supplier under the indemnity provided in this Section 6.01.
         (d)      all Demands arising out of or related to the handling of
                  consumer complaints and consumer claims by Supplier pursuant
                  to Section 3.01(g).

6.02     SUPPLIER'S INDEMNIFICATION. Subject to Section 6.03, Supplier shall
         defend, indemnify and hold JMS harmless from and against:

         (a)      all Demands arising out of or relating to a breach by Supplier
                  of its duties, obligations, or representations and warranties
                  under this Services Agreement; and
         (b)      all Demands arising from personal injury to employees of
                  Supplier or its Affiliates while at facilities of JMS or of
                  JMS's Contract Manufacturers to provide services under this
                  Services Agreement, to the extent such Demands do not arise
                  from the negligence of JMS or of JMS's Contract Manufacturers;
                  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 Services Agreement, regardless of the
                  form of the Claim or Action, including without limitation
                  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: (i) Five Hundred Thousand United States
                  Dollars ($500,000) with regard to any Claim or Action relating
                  to the Short Term Services set forth in Section 3.01.1 hereof;
                  (ii) Five Million United States Dollars ($5,000,000) with
                  regard to any Claim or Action relating to the provision of
                  steam


                                       22
<PAGE>


                  hereunder pursuant to Section 3.02.1; (iii) Ten Million United
                  States Dollars ($10,000,000) with regard to any Claim or
                  Action relating to the provision of conveying and warehousing
                  pursuant to Sections 3.02.2 and 3.02.3. 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).

         (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 (i) Five
                  Hundred Thousand United States Dollars ($500,000) with regard
                  to any Claim or Action relating to the Short Term Services set
                  forth in Section 3.01.1 hereof; (ii) Five Million United
                  States Dollars ($5,000,000) with regard to any Claim or Action
                  relating to the provision of steam hereunder pursuant to
                  Section 3.02.1; (iii) Ten Million United States Dollars
                  ($10,000,000) with regard to any Claim or Action relating to
                  the provision of conveying and warehousing pursuant to
                  Sections 3.02.2 and 3.02.3. 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 Services Agreement shall commence on the date
         hereof and shall continue (unless sooner terminated pursuant to the
         terms hereof) until the end of the Transition Period.


                                       23
<PAGE>


7.02     TRANSITION PERIOD. Subject to the terms and conditions provided herein,
         the transition period shall commence on Closing and end at the
         expiration of each of the transition periods for the various services
         provided hereunder, ("Transition Period").

7.03     INTERDEPENDENCE. The existence and the duration of the Crisco
         Manufacturing Services must be considered interdependent with the
         existence and duration of the Corporate Agreements. In any case and for
         any reason should one of the two be terminated, then the other shall
         automatically terminate at the same time.


                                  ARTICLE VIII
                             TERMINATION/EXPIRATION

8.01     TERMINATION. Subject to Section 7.03, this Services Agreement may be
         terminated:
         (a) at any time by consent of JMS and Supplier;
         (b) upon default pursuant to Section 8.02; or
         (c) as otherwise provided for under this Services Agreement,
             including, without limitation, in Sections 2.02, 3.01, 3.02
             and 3.03.

8.02     NOTICE OF DEFAULT.
         (a)      In addition to any other rights or remedies JMS or Supplier
                  may have at law or in equity, the Non-Defaulting Party may
                  terminate this Services Agreement by giving written notice to
                  the Defaulting Party of the Non-Defaulting Party's intention
                  to terminate this Services Agreement upon the occurrence of
                  either or both of the following events (each or both being a
                  "Default"):

                  (i)      a material breach by the Defaulting Party of any of
                           its obligations hereunder, (for purposes hereof,
                           non-payment by JMS shall be deemed a Default), or
                  (ii)     the filing by or against the Defaulting Party of a
                           petition in bankruptcy, or any appointment of a
                           receiver for the Defaulting Party or any substantial
                           part of its assets, or any assignment for the benefit
                           of the Defaulting Party's creditors, or upon the
                           Defaulting Party becoming insolvent.

         (b)      The Non-Defaulting Party may terminate this Services 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 ("Services Agreement Termination Date").
                  If the event on which the notice is based is not cured prior
                  to the Services Agreement Termination


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<PAGE>


                  Date, then this Services 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 Services 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
                  Services 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.

8.03     EFFECT ON OTHER AGREEMENTS/SURVIVAL OF CERTAIN PROVISIONS. Termination
         of this Services Agreement shall have no effect on any other agreements
         between JMS and Supplier, unless an effect is mutually and specifically
         agreed in writing between the parties. The termination of this Services
         Agreement shall not relieve either Party of any liability to the other
         based on acts or omissions prior to the termination of this Services
         Agreement. The obligations set out in paragraphs 6.01 and 6.02 shall
         survive termination of this Services Agreement subject to Section
         11.06.

                                   ARTICLE IX
         SUPPLIER'S AND CONTRACT MANUFACTURER'S USE OF BUYER'S PROPERTY

9.01     BOOKS AND RECORDS. During the term of this Services Agreement, Supplier
         shall be permitted, at no cost to such Supplier, to retain and use any
         Books and Records transferred to JMS pursuant to the Corporate
         Agreements to the extent necessary or advisable for Supplier to fulfill
         its obligations under this Services Agreement.

9.02     TRANSFER OF POSSESSION. Upon the termination of Supplier's obligations
         under this Services Agreement, Supplier shall tender possession to JMS,
         at its then location the Books and Records described in Section 9.01
         hereof.


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<PAGE>


                                    ARTICLE X
                           ACCESS TO THE BUYER'S PLANT

10.01    POST-CLOSING. For the period from the Closing Date until the expiration
         or termination of the Transition Period, Supplier and JMS agree as
         follows:

         (a)      JMS shall permit Supplier reasonable access to the JMS's Plant
                  by a reasonable number of Supplier's representatives at such
                  times and for such duration as may be reasonably approved by
                  the JMS's Plant site manager, for the purpose of performing
                  and rendering the services set forth under this Services
                  Agreement, including without limitation, access for planning
                  for the transition of support operations such as management
                  information systems at the JMS's Plant.
         (b)      The JMS's Plant site manager and Supplier shall mutually agree
                  on the number of Supplier employees and representatives and
                  the terms of their access to JMS's Plant. Such access shall
                  not unreasonably interfere with the normal operations of JMS.

                                   ARTICLE XI
                                  MISCELLANEOUS

11.01    ENTIRE AGREEMENT. The Transaction Documents constitute the entire
         agreement among Supplier, certain of Supplier's Affiliates, and JMS
         with respect to, among other things, the provision by Supplier of the
         services 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. In the event of any inconsistency between or
         among the Transaction Documents, the Corporate Agreements shall
         prevail.

11.02    INDEPENDENT CONTRACTOR STATUS. Supplier is acting pursuant to this
         Services Agreement as an independent contractor. This Services
         Agreement does not constitute and is not to be construed as
         constituting an agent relationship, partnership or joint venture
         between the Supplier and the JMS. Neither Party has any right to
         obligate or bind the other Party in any manner.

11.03    NO RIGHT OF SET-OFF. Except as set forth in Sections 3.01.1(e) of this
         Services Agreement, all payments to be made by either Party under the
         Transaction Documents shall be made free of any set-off and shall be
         promptly remitted to the Party entitled to receive payment hereunder.


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<PAGE>


11.04    NON SOLICITATION/HIRING OF SUPPLIER'S EMPLOYEES.

         (a) Notwithstanding any other provision of this Services Agreement, the
         Merger Agreement, the Contribution Agreement, or the Confidentiality
         Agreement, and except as Supplier 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 Services
         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 Supplier in its Global Business Services ("GBS")
         business unit as of the Effective Time, or any other employee of
         Supplier whom JMS came into contact with as a result of the
         transactions contemplated by this Services Agreement, nor shall JMS
         (and JMS shall cause its Affiliates not to) solicit or otherwise induce
         any such employees of Supplier to enter into any type of employment or
         consulting arrangement or agreement that would be prohibited by this
         Section 9.03(a). JMS acknowledges that (i) this provision is
         reasonable, (ii) Supplier would not enter into this Services Agreement
         without JMS agreeing to and complying with this Section 9.03(a), (iii)
         Supplier would suffer irreparable harm upon JMS's violation of this
         provision and (iv) Supplier 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 Services Agreement, the
         Merger Agreement, the Contribution Agreement, or the Confidentiality
         Agreement, and except as Supplier and JMS agree otherwise in writing,
         Supplier agrees that it shall not (and Supplier shall cause its
         Affiliates not to), for a period of two (2) years from the date of this
         Services 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 Services Agreement, nor shall Supplier (and Supplier 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). Supplier acknowledges that (i) this provision is reasonable,
         (ii) JMS would not enter into this Services Agreement without Supplier
         agreeing to and complying with this Section 9.03(b), (iii) JMS would
         suffer irreparable harm upon Supplier's violation of this provision and
         (iv) JMS shall be entitled to obtain a temporary restraining order
         and/or injunction upon Supplier's breach of this provision.

11.05    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 Services 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


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<PAGE>


         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 Services
         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 reasonable
         efforts to minimize disruptions in its performance and to resume
         performance of its obligations under this Services 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. If
         an event of Force Majeure lasts for more than sixty (60) days, then
         either party may terminate service affected by the Force Majeure.
         Notwithstanding the foregoing, in the event the warehousing and/or
         conveying facilities used to provide services to JMS are destroyed due
         to a Force Majeure event and provided Supplier elects not to rebuild
         these facilities and/or reestablish these services on its own, Supplier
         shall use its commercially reasonable efforts to allow JMS to
         reconstruct these facilities (which may include selling to JMS the real
         estate property where such facilities are/were located).

11.06    LIMITATION. Any other Action pursuant to this Services Agreement must
         be commenced within nine (9) months after the expiration or termination
         of this Services Agreement.

11.07    NOTICES. All notices required or permitted to be given under this
         Services Agreement shall be in writing and shall be deemed to be
         properly given when actually received by the Person entitled to receive
         the notice at the address stated below, or at such other address as
         Supplier or JMS may provide by notice to the other:

                  SUPPLIER:                 THE PROCTER & GAMBLE COMPANY
                           Address:         1 P&G Plaza
                                            Cincinnati, Ohio 45202
                           Attention:       Adam Abele, Associate Director
                                            Acquisitions & Divestitures
                           Fax:             (513) 983-8998

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


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<PAGE>


                  JMS:                      THE J.M. SMUCKER COMPANY
                           Address:         Strawberry Lane
                                            Orrville, OH 44667
                           Attention:       Director of Corporate Development
                                            and Strategic Planning
                           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

11.08    SUCCESSORS AND ASSIGNS. Neither party may assign this Services
         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.

11.09    GOVERNING LAW. This Services Agreement and the rights and obligations
         of Supplier and JMS shall at all times be governed by and construed in
         accordance with the laws of the State of Ohio.

11.10    TAXES. JMS and Supplier each agree to be responsible for their own
         income (gross or net), real or personal property taxes that arise from
         the performance of services in this Services Agreement. In the event
         that any state or local jurisdiction assesses sales or use taxes upon
         this transaction or the services provided herein, the service recipient
         agrees to promptly indemnify and reimburse the service provider for the
         taxes and other costs imposed by the jurisdiction. This clause shall
         survive the termination of this Services Agreement and remain in effect
         for a period of seven years from the date of termination.

11.11    WAIVERS. Except as otherwise provided in this Services Agreement, the
         failure by any party to comply with any obligation, covenant, agreement
         or condition under such agreements may be waived by the party entitled
         to the benefit thereof only by a written instrument signed by the party
         granting such waiver, but such waiver or failure to insist upon strict
         compliance with such obligation, covenant, agreement or condition shall
         not operate as a waiver of, or estoppel with respect to, any subsequent
         or other failure. The failure of any party to enforce at any time any
         of the provisions of such agreements shall in no way be construed to be
         a waiver of any such provision, nor in any way to affect the validity
         of such agreements or any part thereof or the right of any party
         thereafter to enforce each and every such provision. No waiver of any
         breach of such provisions shall be held to be waiver of any other or
         subsequent breach.


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<PAGE>


11.12    NO THIRD PARTY BENEFICIARIES. This Agreement is for the sole benefit of
         the parties and their successors and permitted assigns, and nothing
         herein express or implied gives or shall be construed to give to any
         Person, other than the parties and such assigns, any legal or equitable
         rights hereunder. None of the provisions of this Agreement shall be for
         the benefit of or enforceable by any creditors of the parties.


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<PAGE>



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


THE PROCTER & GAMBLE                   THE J.M. SMUCKER COMPANY
COMPANY

By: /s/ Gretchen W. Price              By: /s/ Richard K. Smucker
    -------------------------------        ---------------------------------

Name printed: Gretchen W. Price        Name printed: Richard K. Smucker
              ---------------------                  -----------------------


Title: Vice President and Treasurer    Title: President & Co-CEO
       ----------------------------           ------------------------------




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