SMUCKER COMPANY. By: --------------------------------- Name: M. Ann Harlan Title: Vice President, Xxxxxxx Counsel and Secretary The undersigned hereby acknowledges receipt of an executed original of this Deferred Shares Agreement, together with a copy of the Plan and accepts the award of Deferred Shares granted hereunder on the terms and conditions set forth herein and in the Plan. Date: ------------------- ------------------------------- Grantee

SMUCKER COMPANY. Xx: ------------------------ Name: Title: The undersigned hereby acknowledges receipt of an executed original of this Restricted Stock Agreement, together with a copy of the Plan Prospectus, dated September 28, 2006, summarizing key provisions of the Plan, and accepts the award of Restricted Stock granted hereunder on the terms and conditions set forth herein and in the Plan. Date: ---------------------- ------------------------------- Grantee

SMUCKER COMPANY. Xx /x/ Xxchard K. Smucker ----------------------------- Name: Richard K. Smucker Titxx: Xxxxxxxxx Xxcepted and Agreed to: MINNESOTA LIFE INSURANCE COMPANY By: Advantus Capital Management, Inc. By: /s/ Guy M. deLambert ------------------------------- Name: Guy M. deLxxxxxx Xxxxx: Xxce President EQUITRUST LIFE INSURANCE CXXXXXX (xxxxxxxx held by NATIONAL TRAVELERS LIFE COMPANY) By: Advantus Capital Management, Inc. By: /s/ Guy M. deLambert ------------------------------- Name: Guy M. deLxxxxxx Xxxxx: Xxce President AMERICAN REPUBLIC INSURANCX XXXXXXX Xx: Advantus Capital Management, Inc. By: /s/ Guy M. deLambert ------------------------------- Name: Guy M. deLxxxxxx Xxxxx: Xxce President HARTFORD LIFE INSURANCE COMPANY By: Hartford Investment Services, Inc., Its Agents and Attorneys-in-Fact By: /s/ Betsy Roberts ------------------------------- Name: Betsy Roberts Xxxxx: Xxxxxr Vice President NATIONWIDE MUTUAL FIRE XXXXXXXXX XXMPANY By: /s/ William C. Dierker ------------------------------- Name: William X. Xxxxxxx Xxxxx: Vice President Equity Securities CONNECXXXXX XXXXXXX XXXX INSURANCE COMPANY By: CIGNA Investments, Inc. (authorized agent) By: /s/ James R. Kuzemchak ------------------------------- Name: James R. Xxxxxxxxx Xxxxx: Managing Director THE TRAVELERS INSURANXX XXXXXXX, xxx xxself and two of its separate accounts By: /s/ Denise T. Duffee ------------------------------- Name: Denise T. Xxxxxx Xxxxx: Xxvestment Officer [Sxxxxxxxx Xxxxx xo First Amendment] PREMIER INSURANCE COMPANY OF MASSACHUSETTS By: Travelers Asset Management International Company, LLC By: /s/ Denise T. Duffee ------------------------------- Name: Denise T. Xxxxxx Xxxxx: Xxvestment Officer FIRST TRENTON INDEMNITX XXXXXXX Xx: Travelers Asset Management International Company, LLC By: /s/ Denise T. Duffee ------------------------------- Name: Denise T. Xxxxxx Xxxxx: Xxvestment Officer MODERN WOODMEN OF AMERXXX Xx: /x/ X. E. Stoefen ------------------------------- Name: G. E. Stoefen Xxxxx: Xxxxxtor, Treasurer & Investment Manager SCHEDULE C DIVISION II EXPRESS TERMS OF COMMON SHARES

SMUCKER COMPANY. Xxx undersigned acknowledges that (i) the undersigned has carefully read this letter and understands the requirements hereof and the limitations imposed upon the sale, assignment, transfer or other disposition of Parent Common Stock received by the undersigned in the Merger and (ii) the receipt by Parent of this letter is an inducement to Parent's obligations to consummate the Merger. Very truly yours, ________________________________________ Name: Dated: _____________, 2004

SMUCKER COMPANY. FIRST. The name of the Company is The J. X.

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Parent Nothing herein shall be construed to limit or affect any action or inaction by (i) Parent or Merger Sub in accordance with the terms of the Merger Agreement or (ii) any Affiliate, officer, director or direct or indirect equity holder of Parent or Merger Sub acting in his or her capacity as a director or officer of Parent or Merger Sub; provided, however, that this Section 1.11 shall not relieve any such Person from any liability or obligation that he, she or it may have independently of this Agreement or as a consequence of any action or inaction by such Person.
Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.
Company The term “
BUSINESS OF THE PARTNERSHIP The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 or 4981 of the Code, (ii) to enter into any partnership, joint venture, co-ownership or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and upon such qualification the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Charter. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.
Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.
Not a U.S. Real Property Holding Corporation The Acquiror Company is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.
Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.
Reporting Company/Shell Company The Company is a publicly-held company subject to reporting obligations pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and has a class of Common Stock registered pursuant to Section 12(g) of the 1934 Act. Pursuant to the provisions of the 1934 Act, the Company has timely filed all reports and other materials required to be filed thereunder with the Commission during the preceding twelve months. As of the Closing Date, the Company is not a “shell company” but is a “former shell company” as those terms are employed in Rule 144 under the 1933 Act.
Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.
U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

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