TAX MATTERS AGREEMENT

Exhibit 10.2

TAX MATTERS AGREEMENT

by and between

The Procter & Gamble Company,

The Folgers Coffee Company,

and

The J.M. Smucker Company

Dated                               , 2008

TABLE OF CONTENTS

TAX MATTERS AGREEMENT

THIS TAX MATTERS AGREEMENT (this “ Agreement ”) is made and entered into as of [DATE] by and between The Procter & Gamble Company, an Ohio corporation (“ P&G ”), The Folgers Coffee Company, a Delaware corporation and, as of the date hereof, a wholly owned Subsidiary of P&G (“ Folgers ”), and The J.M. Smucker Company, an Ohio corporation (“ RMT Partner ”) (collectively, the “ Companies ”).

WHEREAS, as of the date hereof, P&G is the common parent of an affiliated group of corporations, including Folgers, which has elected to file certain Tax Returns on an affiliated, consolidated, combined or unitary group basis;

WHEREAS, the Board of Directors of P&G has determined that it would be appropriate and desirable to completely separate the Coffee Business from P&G;

WHEREAS, the Boards of Directors of P&G, Folgers, RMT Partner and its wholly owned direct subsidiary (“ Merger Sub ”) have each approved and declared advisable the merger, immediately following the Distribution, of Merger Sub with and into Folgers with Folgers as the surviving entity (the “ Merger ”);

WHEREAS, P&G, Folgers and RMT Partner have entered into the (i) Separation Agreement pursuant to which P&G shall effect the Folgers Transfer on the Business Transfer Date, and (ii) Transaction Agreement pursuant to which the parties will effect the Merger;

WHEREAS, in connection with the Folgers Transfer, P&G shall effect the (i) One-Step Spin-Off, or (ii) Exchange Offer and, if necessary, the Clean-Up Spin-Off;

WHEREAS, in connection with the Folgers Transfer and the Distribution, P&G intends to effect the P&G Cash Distribution;

WHEREAS, the Companies intend that the Folgers Transfer and Distribution qualify as a “reorganization” under Code Section 368(a) with respect to which no gain or loss is recognized under Code Sections 361 and 355;

WHEREAS, the Companies intend that the Merger qualify as a “reorganization” under Code Section 368(a) with respect to which the Folgers shareholders recognize no gain or loss;

WHEREAS, as a result of and upon the Distribution, Folgers will cease to be a member of the P&G affiliated group within the meaning of Code Section 1504(a); and

WHEREAS, the Companies desire to allocate the Tax responsibilities, liabilities and benefits of certain transactions and to provide for certain other Tax matters.

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NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Companies (each on behalf of itself, each of its Subsidiaries, as of the Closing Date, and its future Subsidiaries) hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definition of Terms . The following terms shall have the following meanings (such meanings to apply equally to both the singular and the plural forms of the terms defined). Unless otherwise stated, all Section references are to this Agreement. Any capitalized terms used herein and not otherwise defined shall have the meaning given to such term in the Separation Agreement.

“ Active Trade or Business ” means the active conduct (determined in accordance with Code Section 355(b)) of the business conducted by the Folgers Group members. For these purposes, members shall include only those members that are part of Folgers’ “separate affiliated group” within the meaning of Code Section 355(b)(3)(B).

“ Additional Costs ” means liabilities, damages, penalties, judgments, assessments, losses, costs and expenses (including reasonable attorneys’ and accountants’ fees and expenses), whether arising under strict liability or otherwise, in each case, arising out of or incident to the imposition, assessment or assertion of any Tax or adjustment against a party with respect to an amount for which such party is entitled to indemnification under this Agreement.

“ Adjustment Request ” means any formal or informal claim or request for a Refund filed with any Taxing Authority.

“ Agreement ” has the meaning set forth in the recitals.

“ Applicable Penalty Standard ” means the standard under applicable law for avoiding the imposition of penalties on the taxpayer and/or the tax return preparer.

“ Articles PLR ” has the meaning set forth in Section 5.06.

“ Capital Stock ” means (i) all classes or series of outstanding capital stock of an issuer for U.S. federal income Tax purposes, including common stock and all other instruments treated as outstanding equity in the issuer for U.S. federal income Tax purposes, and (ii) all options, warrants and other rights to acquire such capital stock.

“ Closing Date ” means the date on which the Distribution and the Merger are consummated.

“ Companies ” has the meaning set forth in the recitals.

“ Covered Compensation Arrangement ” has the meaning set forth in Section 4.02(b)(i).

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“ Distribution ” means the distribution by P&G of 100% of the Folgers Common Stock pursuant to the One-Step Spin-Off or, alternatively, the Exchange Offer and any Clean-Up Spin-Off.

“ Equity Compensation Opinion ” means an opinion obtained by the RMT Group (at its sole expense), in form and substance reasonably satisfactory to P&G, providing that (i) the issuance of RMT Partner or Folgers options, restricted stock and/or deferred stock units, as the case may be, to a Safe Harbor VIII Person or an RMT Partner retirement plan (or other eligible retirement plan under Safe Harbor IX in Treasury Regulation Section 1.355-7(d)), as applicable, would not affect the Tax-Free Treatment; and (ii) the shares of RMT Partner or Folgers Capital Stock issued upon the exercise or vesting of the options, restricted stock and/or deferred stock units described in clause (i) above would satisfy the requirements of Safe Harbor VIII or Safe Harbor IX of Treasury Regulation Section 1.355-7(d), as applicable. Any Equity Compensation Opinion shall be delivered by nationally recognized U.S. tax counsel acceptable to P&G.

“ Folgers ” has the meaning set forth in the recitals.

“ Folgers Capital Stock ” means (i) all classes or series of outstanding capital stock of Folgers for U.S. federal income Tax purposes, including common stock and all other instruments treated as outstanding equity in Folgers for U.S. federal income Tax purposes, and (ii) all options, warrants and other rights to acquire such capital stock.

“ Folgers Group ” means Folgers and each of its Subsidiaries, including any corporations that would be members of an affiliated group if they were includible corporations under Code Section 1504(b) (in each case, including any successors thereof).

“ Folgers Group Taxes ” means (i) any Tax imposed on or payable by the Folgers Group or any member thereof for a Tax period beginning after the Closing Date, (ii) any Tax imposed on or payable by the Folgers Group or any member thereof for the portion of a Straddle Period beginning after the Closing Date (other than any such Tax payable by reason of membership in any affiliated, consolidated, combined or unitary group at any time on or prior to the Closing Date, including by reason of Treasury Regulation Section 1.1502-6), and (iii) any Taxes attributable to any transaction or event of the RMT Group (or any member thereof) occurring outside the ordinary course of business on the Closing Date after the Distribution, including, in each case, any relevant Tax liabilities arising from a Final Determination.

“ Folgers Separate Return ” means any Tax Return (other than a Joint Return) that includes any Folgers Group member (including any consolidated, combined or unitary Tax Return).

        “ Final Determination ” means the final resolution of any Tax liability for any Tax period by or as a result of (i) a final and unappealable decision, judgment, decree or other order by any court of competent jurisdiction, (ii) a final settlement with the Internal Revenue Service, a closing agreement or accepted offer in compromise under Code Sections 7121 or 7122, or a comparable arrangement under the laws of another jurisdiction, (iii) any allowance of a Refund in respect of an overpayment of Tax, but only after the expiration of all periods during which

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such amount may be recovered by the jurisdiction imposing such Tax, or (iv) any other final disposition, including by reason of the expiration of the applicable statute of limitations.

“ Indemnitee ” has the meaning set forth in Section 5.01.

“ Indemnifying Party ” has the meaning set forth in Section 5.01.

“ IRS ” means the Internal Revenue Service.

“ Joint Return ” means any Tax Return that includes at least one P&G Group member and at least one Folgers Group member.

“ Merger Disqualification ” means the failure of the Merger to qualify as a tax-free reorganization under Code Section 368(a) or a similar provision of state or local law, other than any such failure that is attributable to P&G’s breach of any representation, warranty or covenant in the Transaction Documents (including the P&G Representation Letter) or Folgers’ breach, prior to the Distribution, of any representation, warranty or covenant in the Transactions Documents.

“ P&G ” has the meaning set forth in the recitals.

“ P&G Group ” means P&G and each of its Subsidiaries, including any corporations that would be members of an affiliated group if they were includible corporations under Code Section 1504(b) (in each case, including any successors thereof), but excluding any entity that is a member of the Folgers Group.

“ P&G Group Taxes ” means (i) any Tax imposed on or payable by the P&G Group or any member thereof for any Tax period, and (ii) any Pre-Closing Tax imposed on or payable by the Folgers Group or any member thereof, including, in each case, any relevant Tax liabilities arising from a Final Determination.

“ P&G Representation Letter ” means the representation letter executed [, and any other material provided,] ¹ by P&G in connection with the delivery of the Tax Opinion.

“ P&G Tax Assets ” has the meaning set forth in Section 2.04.

“ Penalty Objection ” means a non-preparing party’s good faith, written determination that a position taken by a preparing party on a draft Folgers Separate Return subject to Section 3.01(b) would not satisfy the Applicable Penalty Standard.

“ Permitted P&G Information ” has the meaning set forth in Section 5.06.

“ PLR ” means a private letter ruling requested or obtained from the IRS.

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“ Post-Distribution Period ” means the portion of the Closing Date after the completion of the Distribution and any date thereafter.

“ Pre-Closing Period ” means any Tax period ending on or before the Closing Date, and, except for purposes of Article III and Article V, the portion of any Straddle Period ending on or before the Closing Date.

“ Pre-Closing Taxes ” means Taxes imposed (i) in, or allocable to, a Pre-Closing Period (other than any Tax described in clause (iii) of Folgers Group Taxes), or (ii) by reason of being a member of any affiliated, consolidated, combined or unitary group at any time on or prior to the Closing Date, including by reason of Treasury Regulation Section 1.1502-6.

“ Refund ” means any cash refund of Taxes or reduction of Taxes by means of credit, offset or otherwise, together with any interest received thereon.

“ Restricted Period ” means the period commencing upon the Closing Date and ending at the close of business on the first day following the second anniversary of the Closing Date.

“ RMT Group ” means the RMT Partner Group and, with respect to any period after the Distribution, the Folgers Group (in each case, including any successors thereof).

“ RMT Partner Capital Stock ” means (i) all classes or series of outstanding capital stock of RMT Partner for U.S. federal income Tax purposes, including common stock and all other instruments treated as outstanding equity in RMT Partner for U.S. federal income Tax purposes, and (ii) all options, warrants and other rights to acquire such capital stock.

“ RMT Partner Group ” means RMT Partner and each of its Subsidiaries (in each case, including any successors thereof), other than any members of the Folgers Group.

“ RMT Partner Representation Letter ” means the representation letter executed, [ and any other material provided, ] by RMT Partner in connection with the delivery of the opinion referred to in Section 6.02(d) of the Transaction Agreement.

“ RMT Partner Section 355(e) Event ” means any event(s) involving RMT Partner Capital Stock or any assets of RMT Partner or any of its Affiliates which cause the Distribution to be a taxable event to P&G as a result of the application of Code Section 355(e) or a similar provision of state or local Tax law. For the avoidance of doubt, an event involving RMT Partner Capital Stock or any assets of RMT Partner or any of its Affiliates shall include, without limitation, (x) the application of the provisions of Article Fourth, Division II, Section 2 of the Amended Articles of Incorporation of RMT Partner as in effect as of the date hereof, (y) the special dividend payable by RMT Partner pursuant to Section 5.02(c) of the Transaction Agreement, and (z) the Merger.

“ Ruling ” means a PLR, in form and substance reasonably satisfactory to P&G, providing that the completion of a proposed action by the RMT Group (or any member thereof) prohibited by Section 4.02(b) or (c) would not affect the Tax-Free Treatment.

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“ Safe Harbor VIII Person ” means an RMT Partner or Folgers employee, independent contractor, director or other Person permitted to receive RMT Partner or Folgers Capital Stock under Safe Harbor VIII in Treasury Regulation Section 1.355-7(d).

“ Separation Agreement ” means the Separation Agreement, as may be amended from time to time, among P&G, Folgers and RMT Partner, dated June 4, 2008.

“ Straddle Period ” means a Tax period beginning on or before and ending after the Closing Date.

“ Tax ” or “ Taxes ” shall mean all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a federal, state, municipal, governmental, territorial, local, foreign or other body, and without limiting the generality of the foregoing, shall include net income, gross income, gross receipts, sales, use, value added, ad valorem , transfer, recording, franchise, profits, license, lease, service, service use, payroll, wage, withholding, employment, unemployment insurance, workers compensation, social security, excise, severance, stamp, business license, business organization, occupation, premium, property, environmental, windfall profits, customs, duties, alternative minimum, estimated or other taxes, fees, premiums, assessments or charges of any kind whatever imposed or collected by any governmental entity or political subdivision thereof, together with any related interest and any penalties, additions to such tax or additional amounts imposed with respect thereto by such governmental entity or political subdivision.

“ Tax Advisor ” has the meaning set forth in Section 6.01.

“ Tax Attributes ” means net operating losses, investment credits, foreign Tax credits, excess charitable contributions, general business credits, or any other loss, deduction, credit or item that could reduce a Tax liability.

“ Tax Contest ” means an audit, review, examination or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any Adjustment Request).

“ Tax Dispute ” means any dispute arising in connection with this Agreement.

“ Tax-Free Treatment ” means (i) the Folgers Transfer and Distribution, taken together, qualifying as a transaction (x) that is described in Code Sections 355(a) and 368(a)(1)(D), (y) in which the Folgers Common Stock distributed is “qualified property” under Code Section 361(c), and (z) in which the shareholders of P&G recognize no income or gain for U.S. federal income Tax purposes under Code Section 355 (except to the extent of any cash received in lieu of fractional shares of Folgers Common Stock); (ii) the Merger qualifying as a reorganization under Code Section 368(a), in which the Folgers shareholders recognize no income or gain for U.S. federal income Tax purposes (except to the extent of any cash received in lieu of fractional shares of RMT Partner Common Stock); and (iii) the P&G Cash Distribution qualifying as money transferred to P&G creditors and/or shareholders under Code Section 361(b).

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“ Tax Opinion ” means the opinion obtained by P&G with respect to the Folgers Transfer, Distribution, Merger and P&G Cash Distribution.

“ Tax Return ” means any return, filing, report, questionnaire, information statement, claim for Refund, or other document required or permitted to be filed, including any amendments thereto, for any Tax period with any Taxing Authority.

“ Taxing Authority ” means any governmental authority imposing Taxes.

“ Transaction Document ” means any document executed by P&G, Folgers and/or RMT Partner, as the case may be, in connection with the Transactions, including this Agreement, the Separation Agreement and the Transaction Agreement.

“ Transaction Taxes ” means (i) all Taxes of any P&G Group or Folgers Group member, as the case may be, resulting from, or arising in connection with, the failure of any of the Folgers Transfer, Distribution, Merger and P&G Cash Distribution to qualify for Tax-Free Treatment, and (ii) all corresponding state and local income and franchise Taxes.

“ Transactions ” means the Folgers Transfer, Distribution, Merger and P&G Cash Distribution, in each case, as contemplated by the Separation Agreement and/or Transaction Agreement.

“ Transfer Taxes ” means any stamp, sales, use, gross receipts, value added, goods and services, harmonized sales, land transfer or other transfer Taxes imposed in connection with the Transactions. For the avoidance of doubt, Transfer Taxes shall not include any income or franchise Taxes payable in connection with the Transactions.

“ Unqualified Opinion ” means an opinion obtained by RMT Partner or Folgers (at its sole expense), in form and substance reasonably satisfactory to P&G providing that the completion of a proposed action by the RMT Partner Group or Folgers Group (or, in each case, any member thereof) prohibited by Section 4.02(b) or (c) below would not affect the Tax-Free Treatment. Any Unqualified Opinion shall be delivered by nationally recognized U.S. tax counsel acceptable to P&G.

ARTICLE II

ALLOCATION OF TAXES

Section 2.01 Ordinary Course Taxes . (a) Except as provided in Sections 2.02 and 2.03 below, P&G shall indemnify each RMT Group member against, and hold it harmless from, all P&G Group Taxes.

(b) Except as provided in Sections 2.02 and 2.03 below, each RMT Group member, jointly and severally, shall indemnify each P&G Group member against, and hold it harmless from, all Folgers Group Taxes.

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(c) If, with respect to any Folgers Group Tax, the P&G Group (or any member thereof) receives (or realizes) a Refund, it shall remit to Folgers, within 30 days, the amount of such Refund net of any Taxes incurred by the P&G Group (or any member thereof) in connection with the Refund.

(d) Except as provided in Section 2.01(e) below, if, with respect to any P&G Group Tax, the RMT Group (or any member thereof) receives (or realizes) a Refund, it shall remit to P&G, within 30 days, the amount of such Refund net of any Taxes incurred by the RMT Group (or any member thereof) in connection with the Refund.

(e) RMT Partner shall cause the Folgers Group, except to the extent not permitted by law, to elect to forego carrybacks of any net operating losses, capital losses, credits or other Tax benefits of the Folgers Group to a Pre-Closing Period. If the P&G Group (or any member thereof) receives (or realizes) a Refund as a result of any carryback permitted by the previous sentence, it shall remit to Folgers, within 30 days, the amount of such Refund net of any Taxes incurred by the P&G Group (or any member thereof) in connection with the Refund; provided , however , that, if a Taxing Authority subsequently reduces or disallows such Refund, the RMT Group shall, within 5 days of the reduction or disallowance, return the amount previously remitted to Folgers, plus interest at the rate determined under applicable Tax law.

(f) Each Folgers Group member shall, unless prohibited by applicable law, close its taxable year on the Closing Date. If applicable law does not permit a Folgers Group member to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a Straddle Period, the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the period up to and including the Closing Date, on the one hand, and (ii) to the period subsequent to the Closing Date, on the other hand, by means of a closing of the books and records of the Folgers Group member as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) and Taxes that are assessed on a periodic basis (such as real and personal property taxes) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

Section 2.02 Transaction Taxes . (a) Except as otherwise provided in Section 2.02(c) below, each RMT Group member, jointly and severally, shall indemnify each P&G Group member against, and hold it harmless from, any Transaction Taxes attributable to:

(i) any inaccurate representation of fact, plan or intent made by RMT Partner in Section 4.01 of this Agreement or in the RMT Partner Representation Letter;

(ii) any action or omission by Folgers or any of its Affiliates in the Post-Distribution Period or by RMT Partner or any of its Affiliates, in each case, that is inconsistent with any covenant made by any Folgers Group member or RMT Partner Group member in any Transaction Document other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by P&G in this Agreement or the P&G Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part;

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(iii) any other action or omission by Folgers or any of its Affiliates in the Post-Distribution Period or by RMT Partner or any of its Affiliates, in each case, other than any action or omission (x) contemplated under any Transaction Document, or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by P&G in this Agreement or the P&G Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part; or

(iv) a Merger Disqualification.

(b) Except as otherwise provided in Section 2.02(c) below, P&G shall indemnify each RMT Group member against, and hold it harmless from, any Transaction Taxes attributable to:

(i) any inaccurate representation of fact, plan or intent made by P&G in Section 4.01 of this Agreement or in the P&G Representation Letter;

(ii) any action or omission by P&G or any of its Affiliates that is inconsistent with any covenant made by any P&G Group member in any Transaction Document other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by RMT Partner in this Agreement or the RMT Partner Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part; or

(iii) any other action or omission by P&G or any of its Affiliates, other than any action or omission (x) contemplated under any Transaction Document, or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by RMT Partner in this Agreement or the RMT Partner Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part.

(c) Except with respect to liability for Taxes incurred with respect to an RMT Partner Section 355(e) Event, liability for any Transaction Taxes described in both Section 2.02(a) and Section 2.02(b) above shall be shared by P&G and the RMT Group according to relative fault. Notwithstanding anything to the contrary contained in this Agreement, each RMT Group member, jointly and severally, shall indemnify each P&G Group member against, and hold it harmless from, any Transaction Taxes attributable to an RMT Partner Section 355(e) Event, except for any such event that would not have been so taxable but for P&G’s breach of (i) Section 4.01(a)(iii) and/or (ii) the last sentence of Section 4.02(a), provided that, upon such taxable event, P&G’s breach of Section 4.01(a)(iii) and/or the last sentence of Section 4.02(a) shall be the last item(s) taken into account in determining whether the Distribution is a taxable event under Code Section 355(e) or any similar provision of state or local law.

(d) P&G shall indemnify each RMT Group member against, and hold it harmless from, any Transaction Taxes with respect to which neither party is liable under Section 2.02(a) or 2.02(b) above.

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(e) The party liable for any Transaction Taxes shall be entitled to any Refund of such Transaction Taxes, and, if another party receives (or realizes) any such Refund, it shall remit the amount of such Refund net of any Taxes incurred by such party (or any member of its group) in connection with the Refund, within 30 days, to the party entitled to it under this Agreement.

Section 2.03 Transfer Taxes . The RMT Group and the P&G Group shall each be liable for one-half of any Transfer Taxes. The parties shall cooperate in good faith to minimize the amount of any Transfer Taxes and obtain any Refunds thereof. If the RMT Group or the P&G Group receives a Refund of any Transfer Taxes, such group shall remit, within 30 days, one-half of the Refund to other group net of Taxes incurred by the recipient group in connection with the Refund.

Section 2.04 Entitlement to Tax Attributes . The P&G Group shall be entitled to any Tax Attributes of the Folgers Group (or any member thereof) relating to (i) the exercise of compensatory stock options issued on or prior to the Closing Date with respect to P&G Common Stock; (ii) any other items of expense relating to the Transactions that are economically borne by the P&G Group (or any member thereof) that are listed on Schedule A attached hereto, including any severance bonuses or other similar compensatory payments made by P&G to employees that become employees of the RMT Group in connection with the Transactions; and (iii) any items allocated to the Folgers Group (or any member thereof) from any Pre-Closing Period that carry over to any Tax period ending after the Closing Date (clauses (i)-(iii), collectively, the “ P&G Tax Assets ”). The P&G Group shall, to the extent permitted by law, claim on the applicable P&G Group Tax Return any Tax Attributes described in clauses (i)-(ii) above. In connection therewith, the RMT Group will be required to make a payment to P&G in the event the RMT Group (or any member thereof) actually utilizes any P&G Tax Assets to reduce its Tax liability. The amount of any such payment shall equal the overall net reduction in Tax liability realized as a result of utilizing the relevant P&G Tax Assets, taking into account the net effect of all federal, state and local Taxes, and shall be made within 30 days after the