FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

Exhibit 10.10

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

      THIS FIRST AMENDMENT , dated as of November 6, 2008 (this “ Amendment ”) to that certain Note Purchase Agreement, dated as of October 23, 2008 (and as in effect immediately prior to the effectiveness of this Amendment, the “ Existing Note Purchase Agreement ”), among The J. M. Smucker Company, an Ohio corporation (the “ Company ”), and the purchasers signatory thereto (together with their successors, transferees and assigns, collectively, the “ Noteholders ”) pursuant to which the Company issued to the Noteholders its (i) 6.63% Senior Notes due November 1, 2018 in the aggregate principal amount of $376,000,000 and (ii) 6.12% Senior Notes Due November 1, 2015 in the aggregate principal amount of $24,000,000 (collectively, the “ Notes ”).

RECITALS:

     A. The Noteholders are the holders of all of the outstanding Notes.

     B. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Existing Note Purchase Agreement unless herein defined or the context shall otherwise require.

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

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

1. AMENDMENTS.

1.1. Amendment to Section 10.5 (Priority Debt).

     Section 10.5 of the Existing Note Purchase Agreement is hereby deleted in its entirety, and a new Section 10.5 is hereby inserted in its place, to read as follows:

      10.5 Priority Debt.

     The Company will not, at any date, permit Priority Debt to exceed (a) prior to the last day of the fiscal quarter in which the Folgers Acquisition Date occurs, 25% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company) and (b) thereafter, 15% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of the Company or determined as of such date if such date shall be the last day of a fiscal quarter of the Company); provided, however, that (x) no Lien created pursuant to Section 10.6(g) shall secure any Primary Senior Debt unless the Notes are equally and ratably secured by all property subject to such Lien and (y) (i) no Subsidiary shall guaranty or otherwise be or become obligated in respect of any Primary Senior Debt unless such Subsidiary guaranties, or becomes similarly obligated in respect of, the Notes and (ii) such Primary Senior Debt (excluding (A) the Smucker LLC Debt and (B) the Indebtedness under the Folgers Bank Credit Agreement but including any refinancing, extension

or replacement of the Indebtedness evidenced by the Folgers Bank Credit Agreement) is subject to the terms of the Intercreditor Agreement (or an intercreditor agreement in form and substance reasonably satisfactory to the Required Holders), in each case all pursuant to documentation reasonably satisfactory to the Required Holders; provided, further, however, that notwithstanding anything contained in this Section 10.5 to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to guaranty the Debt under this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Primary Senior Debt consist solely of direct borrowings solely to such Foreign Subsidiary or a group of Foreign Subsidiaries (a “ Foreign Borrowing ”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary.

1.2. Amendment to Schedule B.

     Schedule B to the Existing Note Purchase Agreement is hereby amended by amending and restating the definition of “Primary Senior Debt” to read as follows:

     “ Primary Senior Debt ” means (a) the Bank Credit Agreement and (b) any other credit, loan or borrowing facility or note purchase agreement by the Company or any Subsidiary providing, in each case, for the incurrence of Senior Funded Debt in a principal amount equal to or greater than $120,000,000, in each case under clauses (a) and (b) as amended, restated, supplemented or otherwise modified and together with increases, refinancings and replacements thereof; provided that for purposes of compliance with Section 9.7 only, “Primary Senior Debt” shall exclude the Folgers Bank Credit Agreement and the Smucker LLC Debt (but it shall include any refinancings, extensions or replacements of the Folgers Bank Credit Agreement and/or the Smucker LLC Debt).”

1.3. Amendment to Schedule B.

     Schedule B to the Existing Note Purchase Agreement is hereby amended by inserting the following new definition into such Schedule, in its proper alphabetical order, to read as follows:

     “ Smucker LLC Debt ” means the $200,000,000 in principal amount of 6.60% Senior Notes issued by Smucker LLC due November 13, 2009.”

2. NO OTHER MODIFICATIONS; CONFIRMATION.

     All the provisions of the Notes, and, except as expressly amended, modified and supplemented hereby, all the provisions of the Existing Note Purchase Agreement, are and shall remain in full force and effect. As of the Effective Date (defined below), all references in the Notes to the “Note Purchase Agreements” shall be references to the Existing Note Purchase Agreement, as modified by this Amendment and as hereafter amended, modified or supplemented in accordance with its terms.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

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

     (a) all of the representations and warranties contained in Section 5 of the Existing Note Purchase Agreement are correct with the same force and effect as if made by the Company on the date hereof (or, if any representation or warranty is expressly stated to have been made as of a specific date, as of such date);

     (b) Smucker LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Ohio;

     (c) this Amendment and the Guaranty Agreement of Smucker LLC have been duly authorized, executed and delivered by the Company and Smucker LLC, respectively, and this Amendment and the Guaranty Agreement of Smucker LLC each constitute a legal, valid and binding obligation, contract and agreement of the Company and Smucker LLC, respectively, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

     (d) the Existing Note Purchase Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

     (e) the execution, delivery and performance by each of the Company and Smucker LLC of this Amendment, and the Guaranty Agreement of Smucker LLC, respectively, (i) have been duly authorized by all requisite corporate or limited liability company, as applicable, action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency or registration, filing or declaration with, any Governmental Authority, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation, bylaws or operating agreement, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this paragraph (e);

     (f) as of the date hereof, no Default or Event of Default has occurred which is continuing;

     (g) neither the Company nor any Subsidiary (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office

of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) engages in any dealings or transactions with any such Person; and

     (h) neither the Company nor any Subsidiary is in violation of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct