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<SEC-DOCUMENT>0001275287-07-001878.txt : 20070420
<SEC-HEADER>0001275287-07-001878.hdr.sgml : 20070420
<ACCEPTANCE-DATETIME>20070420163044
ACCESSION NUMBER:		0001275287-07-001878
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20070416
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070420
DATE AS OF CHANGE:		20070420

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SMUCKER J M CO
		CENTRAL INDEX KEY:			0000091419
		STANDARD INDUSTRIAL CLASSIFICATION:	CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033]
		IRS NUMBER:				340538550
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05111
		FILM NUMBER:		07779293

	BUSINESS ADDRESS:	
		STREET 1:		STRAWBERRY LN
		CITY:			ORRVILLE
		STATE:			OH
		ZIP:			44667
		BUSINESS PHONE:		3306823000

	MAIL ADDRESS:	
		STREET 1:		STRAWBERRY LANE, P.O. BOX 280
		CITY:			ORRVILLE
		STATE:			OH
		ZIP:			44667
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>jm9680.txt
<DESCRIPTION>FORM 8-K
<TEXT>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 16, 2007

                           THE J. M. SMUCKER COMPANY
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

              Ohio                       1-5111                34-0538550
  ----------------------------        ------------         -------------------
  (State or Other Jurisdiction        (Commission             (IRS Employer
       of Incorporation)              File Number)         Identification No.)

                 One Strawberry Lane
                    Orrville, Ohio                            44667-0280
       ----------------------------------------               ----------
       (Address of Principal Executive Offices)               (Zip Code)

       Registrant's telephone number, including area code: (330) 682-3000

                                 Not Applicable
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

================================================================================

<PAGE>

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

         On April 16, 2007, the Executive Compensation Committee of the Board of
Directors of The J. M. Smucker Company approved the forms of the award agreement
for restricted stock and deferred stock units to be issued pursuant to The J. M.
Smucker Company 2006 Equity Compensation Plan which was approved by shareholders
on August 17, 2006.

         Executive officers and other key managers of the Company may receive
grants of restricted stock or deferred stock units upon achieving performance
targets that have been established for the performance period.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

         (d)      Exhibits

               Exhibit       Exhibit
               Number        Description
               --------      ---------------------------------------------------
                10.1         Form of Restricted Stock Agreement
                10.2         Form of Deferred Stock Units Agreement

<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             THE J. M. SMUCKER COMPANY


                                             By: /s/ M. Ann Harlan
                                                 -------------------------------
                                                 M. Ann Harlan
                                                 Vice President,
                                                 General Counsel, and Secretary

Date: April 20, 2007

<PAGE>

                                  EXHIBIT INDEX
                                  -------------

Exhibit       Exhibit
Number        Description
- --------      ------------------------------------------------------------------
 10.1         Form of Restricted Stock Agreement
 10.2         Form of Deferred Stock Units Agreement
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>jm9680ex101.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    Exhibit 10.1

                            THE J. M. SMUCKER COMPANY

                           RESTRICTED STOCK AGREEMENT

         WHEREAS, _________________ (the "Grantee") is an employee of The J. M.
Smucker Company, an Ohio corporation, or one of its subsidiaries (hereinafter
called the "Company"); and

         WHEREAS, the execution of an agreement in the form hereof (this
"Agreement") has been authorized by a resolution of the Executive Compensation
Committee (the "Committee") of the Board of Directors of the Company, pursuant
to The J. M. Smucker Company 2006 Equity Compensation Plan (the "Plan"), as of
______________ (the "Date of Grant");

         NOW, THEREFORE, the Company hereby grants to the Grantee ___________
shares of Restricted Stock (as defined in the Plan) (the "Restricted Stock"),
effective as of the Date of Grant, subject to the terms and conditions of the
Plan and the following additional terms, conditions, limitations and
restrictions.

                                    ARTICLE I

                                   DEFINITIONS

         All terms used herein with initial capital letters and not otherwise
defined herein that are defined in the Plan shall have the meanings assigned to
them in the Plan.

                                   ARTICLE II

                      CERTAIN TERMS OF THE RESTRICTED STOCK

         1.       Issuance of Restricted Stock. The Restricted Stock covered by
                  ----------------------------
this Agreement shall be issued to the Grantee effective upon the Date of Grant.
The Common Shares subject to this grant of Restricted Stock shall be registered
in the Grantee's name and shall be fully paid and nonassessable. Any
certificates or evidence of award shall bear an appropriate legend referring to
the restrictions hereinafter set forth.

         2.       Restrictions on Transfer of Shares. The Common Shares subject
                  ----------------------------------
to this grant of Restricted Stock may not be sold, exchanged, assigned,
transferred, pledged, encumbered or otherwise disposed of by the Grantee, except
to the Company, unless the Restricted Stock has become nonforfeitable as
provided in Section 3 hereof; provided, however, that the Grantee's rights with
respect to such Common Shares may be transferred by will or pursuant to the laws
of descent and distribution. Any purported transfer or encumbrance in violation
of the provisions of this Section 2 of this Article II shall be void, and the
other party to any such purported transaction shall not obtain any rights to or
interest in such Common Shares. The Company in its sole discretion, when and as
permitted by the Plan, may waive the restrictions on transferability with
respect to all or a portion of the Common Shares subject to this grant of
Restricted Stock.

<PAGE>

         3.       Vesting of Restricted Stock.
                  ---------------------------

                  (a)      All of the Restricted Stock covered by this Agreement
shall become nonforfeitable on the fourth anniversary of the Date of Grant if
the Grantee shall have remained in the continuous employ of the Company or a
Subsidiary during that four-year period.

                  (b)      Notwithstanding the provisions of Section 3(a) of
this Article II, all of the Restricted Stock covered by this Agreement shall
immediately become nonforfeitable (i) if the Grantee dies or becomes permanently
disabled while in the employ of the Company or a Subsidiary during the four-year
period from the Date of Grant, (ii) if, at any time during the four-year period
from the Date of Grant, the Grantee is age 60 with at least ten years of service
with the Company, or (iii) if a Change in Control occurs during the four-year
period from the Date of Grant while the Grantee is employed by the Company or a
Subsidiary.

                  (c)      Notwithstanding the provisions of Section 3(a) of
this Article II, if the Grantee leaves the employ of the Company or a Subsidiary
within four years from the Date of Grant under circumstances determined by the
Committee to be for the convenience of the Company, the Committee may, when and
as permitted by the Plan, determine that all of the Restricted Stock covered by
this Agreement shall become nonforfeitable.

         4.       Forfeiture of Shares. The Restricted Stock shall be forfeited,
                  --------------------
except as otherwise provided in Section 3 above, if the Grantee ceases to be
employed by the Company or a Subsidiary prior to four years from the Date of
Grant or in the event the Board determines the Grantee has engaged in
Detrimental Activity as such term is defined in the Plan. In the event of a
forfeiture, any certificate(s) representing the Restricted Stock or any evidence
of direct registration representing the Restricted Stock covered by this
Agreement shall be cancelled.

         5.       Dividend, Voting and Other Rights. (a) Except as otherwise
                  ---------------------------------
provided herein, from and after the Date of Grant, the Grantee shall have all of
the rights of a shareholder with respect to the Restricted Stock covered by this
Agreement, including the right to vote such Restricted Stock and receive any
dividends that may be paid thereon; provided, however, that any additional
Common Shares or other securities that the Grantee may become entitled to
receive pursuant to a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, separation, or reorganization or any
other change in the capital structure of the Company shall be subject to the
same restrictions as the Restricted Stock covered by this Agreement.

                  (b)      Cash dividends on the Restricted Stock covered by
this Agreement shall be paid to the Grantee pursuant to the Company's Amended
and Restated Articles of Incorporation and reported on the Grantee's annual wage
and tax statement (Form W-2) as compensation.

         6.       Retention of Stock Certificate(s) by the Company. Certificates
                  ------------------------------------------------
representing shares of Restricted Stock, if any, will be held in custody by the
Company until all restrictions thereon will have lapsed, together with a stock
power or powers executed by the Grantee in whose name such certificates are
registered, endorsed in blank and covering such shares, until all restrictions
thereon will have lapsed.

                                      - 2 -
<PAGE>

                                   ARTICLE III

                               GENERAL PROVISIONS

         1.       Compliance with Law. The Company shall make reasonable efforts
                  -------------------
to comply with all applicable federal and state securities laws; provided,
however, notwithstanding any other provision of this Agreement, the Company
shall not be obligated to issue any Common Shares pursuant to this Agreement if
the issuance thereof would result in a violation of any such law.

         2.       Withholding Taxes. To the extent that the Company or any
                  -----------------
Subsidiary is required to withhold any federal, state, local or foreign tax in
connection with any delivery of Common Shares pursuant to this Agreement, and
the amounts available to the Company or such Subsidiary are insufficient, it
shall be a condition to the receipt of such delivery that the Grantee make
arrangements satisfactory to the Company or such Subsidiary for payment of the
balance of such taxes required to be withheld. This tax withholding obligation
may be satisfied by the Company electing to withhold Common Shares otherwise
deliverable pursuant to this award in order to satisfy the minimum tax
withholding amount permissible under the method that results in the least amount
withheld.

         3.       Continuous Employment. For purposes of this Agreement, the
                  ---------------------
continuous employment of the Grantee with the Company or a Subsidiary shall not
be deemed to have been interrupted, and the Grantee shall not be deemed to have
ceased to be an employee of the Company or Subsidiary, by reason of the (i)
transfer of his employment among the Company and its Subsidiaries or (ii) a
leave of absence approved by a officer of the Company or a Subsidiary.

         4.       Right to Terminate Employment. No provision of this
                  -----------------------------
Agreement shall limit in any way whatsoever any right that the Company or a
Subsidiary may otherwise have to terminate the employment of the Grantee at any
time. Nothing herein shall be deemed to create a contract or a right to
employment with respect to the Grantee.

         5.       Relation to Other Benefits. Any economic or other benefit to
                  --------------------------
the Grantee under this Agreement or the Plan shall not be taken into account in
determining any benefits to which the Grantee may be entitled under any
profit-sharing, retirement, or other benefit or compensation plan maintained by
the Company or a Subsidiary and shall not affect the amount of any life
insurance coverage available to any beneficiary under any life insurance plan
covering employees of the Company or a Subsidiary.

         6.       Amendments. Any amendment to the Plan shall be deemed to be an
                  ----------
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment shall impair the rights of the
Grantee under this Agreement without the Grantee's consent.

         7.       Severability. In the event that one or more of the provisions
                  ------------
of this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable form
the other provisions hereof, and the remaining provisions hereof shall continue
to be valid and fully enforceable.

                                      - 3 -
<PAGE>

         8.       Relation to Plan. This Agreement is subject to the terms and
                  ----------------
conditions of the Plan. In the event of any inconsistency between the provisions
of this Agreement and the Plan, the Plan shall govern. The Board acting pursuant
to the Plan, as constituted from time to time, shall, except as expressly
provided otherwise herein, have the right to determine any questions which arise
in connection with the grant of the Restricted Stock.

         9.       Governing Law. This Agreement is made under, and shall be
                  -------------
governed by and construed in accordance with the internal substantive laws of
the State of Ohio.

         This Agreement is executed by the Company as of the _______ day of
______________.

                                                 THE J. M. SMUCKER COMPANY


                                                 By:
                                                        ------------------------
                                                 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

                                      - 4 -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>jm9680ex102.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                                                    Exhibit 10.2

                            THE J. M. SMUCKER COMPANY

                         DEFERRED STOCK UNITS AGREEMENT
                            (For Non-U.S. Taxpayers)


         WHEREAS, __________________ (the "Grantee") is an employee of The J. M.
Smucker Company, an Ohio corporation (the "Company"); and

         WHEREAS, the execution of an agreement in the form hereof (this
"Agreement") has been authorized by a resolution of the Executive Compensation
Committee (the "Committee") of the Board of Directors of the Company, pursuant
to The J. M. Smucker Company 2006 Equity Compensation Plan (the "Plan"), as of
__________________ (the "Date of Grant");

         NOW, THEREFORE, the Company hereby grants to the Grantee _________
Deferred Stock Units (as defined in the Plan) (the "Deferred Stock Units"),
effective as of the Date of Grant, subject to the terms and conditions of the
Plan and the following additional terms, conditions, limitations and
restrictions.

                                    ARTICLE I

                                   DEFINITIONS

         All terms used herein with initial capital letters and not otherwise
defined herein that are defined in the Plan shall have the meanings assigned to
them in the Plan.

                                   ARTICLE II

                    CERTAIN TERMS OF THE DEFERRED STOCK UNITS

1.                Grant of Deferred Stock Units. The Deferred Stock Units
                  -----------------------------
         covered by this Agreement are granted to the Grantee effective on the
         Date of Grant and are subject to and granted upon the terms, conditions
         and restrictions set forth in this Agreement and in the Plan. The
         Deferred Stock Units shall become vested in accordance with Section 3
         hereof. Each Deferred Stock Unit shall represent one hypothetical share
         of Common Stock, without par value of the Company (the "Common Stock")
         and shall at all times be equal in value to one share of Common Stock.
         The Deferred Stock Units will be credited to the Grantee in an account
         established for the Grantee until payment in accordance with Section 4
         hereof.

2.                Restrictions on Transfer of Deferred Stock Units. Neither the
                  ------------------------------------------------
         Deferred Stock Units granted hereby nor any interest therein or in the
         Common Stock related thereto shall be transferable prior to payment
         other than by will or pursuant to the laws of descent and distribution
         (or to a designated beneficiary in the event of the Grantee's death).

<PAGE>

3.       Vesting of Deferred Stock Units.
         -------------------------------

         (a)               The Deferred Stock Units shall become vested on the
                  fourth anniversary of the Date of Grant (the "Vesting Date")
                  if the Grantee shall have remained in the continuous employ of
                  the Company or a Subsidiary during that four (4) year period.
                  Any Deferred Stock Units not vested will be forfeited, except
                  as provided in Section 3(b) below, if the Grantee ceases to be
                  continuously employed by the Company prior to the Vesting
                  Date. Deferred Stock Units may also be forfeited in the event
                  the Board determines the Grantee has engaged in Detrimental
                  Activity as such term is defined in the Plan.

         (b)               Notwithstanding the provisions of Section 3(a), all
                  of the Deferred Stock Units shall immediately become
                  nonforfeitable (each, a "Vesting Event") (i) if the Grantee
                  dies or becomes permanently disabled while in the employ of
                  the Company or a Subsidiary during the four-year period from
                  the Date of Grant, (ii) if, at any time during the four-year
                  period from the Date of Grant, the Grantee is age 60 with at
                  least ten years of service with the Company, or (iii) if a
                  Change in Control occurs during the four-year period from the
                  Date of Grant while the Grantee is employed by the Company or
                  a Subsidiary.

4.       Issuance of the Common Stock.
         ----------------------------

         (a)               The Company will issue to the Grantee the Common
                  Stock underlying the vested Deferred Stock Units on the
                  Vesting Date or, if earlier, upon the occurrence of a Vesting
                  Event.

         (b)               Except to the extent permitted by the Company and the
                  Plan, no Common Stock may be issued to the Grantee at a time
                  earlier than otherwise expressly provided in this Agreement.

         (c)               The Company's obligations to the Grantee with respect
                  to the Deferred Stock Units will be satisfied in full upon the
                  issuance of shares of Common Stock corresponding to such
                  Deferred Stock Units.

5.       Dividend, Voting and Other Rights.
         ---------------------------------

         (a)               The Grantee shall have no rights of ownership in the
                  Deferred Stock Units and shall have no right to dividends and
                  no right to vote Deferred Stock Units until the date on which
                  the Common Stock underlying the Deferred Stock Units is
                  transferred to the Grantee pursuant to Section 4 above.

         (b)                The obligations of the Company under this Agreement
                  will be merely that of an unfunded and unsecured promise of
                  the Company to deliver shares of Common Stock in the future,
                  and the rights of the Grantee will be no greater than that of
                  an unsecured general creditor. No assets of the Company will
                  be held or set aside as security for the obligations of the
                  Company under this Agreement.

                                        2
<PAGE>

                                   ARTICLE III

                               GENERAL PROVISIONS

1.                Adjustments. The number of shares of Common Stock issuable
                  -----------
         pursuant to the Deferred Stock Units is subject to adjustment as
         provided in Section 13 of the Plan.

2.                Compliance with Law. The Company shall make reasonable efforts
                  -------------------
         to comply with all applicable federal and state securities laws;
         provided, however, notwithstanding any other provision of this
         Agreement, the Company shall not be obligated to issue any shares of
         Common Stock pursuant to this Agreement if the issuance thereof would
         result in a violation of any such law.

3.                Compliance with Section 409A of the Code. To the extent that
                  ----------------------------------------
         the Grantee is or becomes subject to payment of U.S. tax, then
         appropriate adjustments may be made if necessary to make the awards
         comply with Section 409A of the Code. Reference to Section 409A of the
         Code will also include any proposed, temporary or final regulations, or
         any other guidance, promulgated with respect to such Section by the
         U.S. Department of the Treasury or the Internal Revenue Service.

4.                Withholding Taxes. To the extent that the Company or any
                  -----------------
         Subsidiary is required to withhold any federal, state, local or foreign
         tax in connection with the Deferred Stock Units or the issuance of
         Common Shares pursuant to this Agreement, and the amounts available to
         the Company or such Subsidiary are insufficient, it shall be a
         condition to the issuance of such Common Shares that the Grantee make
         arrangements satisfactory to the Company or such Subsidiary for payment
         of the balance of such taxes required to be withheld. This tax
         withholding obligation shall or may be satisfied by the Company
         withholding Common Shares otherwise issuable pursuant to this award in
         order to satisfy the minimum tax withholding amount permissible under
         the method that results in the least amount withheld.

5.                Continuous Employment. For purposes of this Agreement, the
                  ---------------------
         continuous employment of the Grantee with the Company or a Subsidiary
         shall not be deemed to have been interrupted, and the Grantee shall not
         be deemed to have ceased to be an employee of the Company or
         Subsidiary, by reason of the (i) transfer of his employment among the
         Company and its Subsidiaries or (ii) a leave of absence approved by an
         officer of the Company or a Subsidiary.

6.                Right to Terminate Employment. No provision of this Agreement
                  -----------------------------
         shall limit in any way whatsoever any right that the Company or a
         Subsidiary may otherwise have to terminate the employment of the
         Grantee at any time. Nothing herein shall be deemed to create a
         contract or a right to employment with respect to the Grantee.

7.                Relation to Other Benefits. Any economic or other benefit to
                  --------------------------
         the Grantee under this Agreement or the Plan shall not be taken into
         account in determining any benefits to which the Grantee may be
         entitled under any profit-sharing, retirement, or other benefit or
         compensation plan maintained by the Company or a Subsidiary and shall
         not affect the amount of any life insurance coverage available to any
         beneficiary under any life insurance plan covering employees of the
         Company or a Subsidiary.

                                        3
<PAGE>

8.                Amendments. Any amendment to the Plan shall be deemed to be an
                  ----------
         amendment to this Agreement to the extent that the amendment is
         applicable hereto; provided, however, that no amendment shall impair
         the rights of the Grantee under this Agreement without the Grantee's
         consent.

9.                Severability. In the event that one or more of the provisions
                  ------------
         of this Agreement shall be invalidated for any reason by a court of
         competent jurisdiction, any provision so invalidated shall be deemed to
         be separable from the other provisions hereof, and the remaining
         provisions hereof shall continue to be valid and fully enforceable.

10.               Relation to Plan. This Agreement is subject to the terms and
                  ----------------
         conditions of the Plan. In the event of any inconsistency between the
         provisions of this Agreement and the Plan, the Plan shall govern. The
         Board acting pursuant to the Plan, as constituted from time to time,
         shall, except as expressly provided otherwise herein, have the right to
         determine any questions which arise in connection with the grant of the
         Deferred Stock Units.

11.               Governing Law. This Agreement is made under, and shall be
                  -------------
         governed by and construed in accordance with the internal substantive
         laws of the State of Ohio.

                  This Agreement is executed by the Company as of the _______
day of ______________.

                                                 THE J. M. SMUCKER COMPANY


                                                 By:
                                                        ------------------------
                                                 Name:
                                                 Title:


                  The undersigned hereby acknowledges receipt of an executed
original of this Deferred Stock Units Agreement, together with a copy of the
Plan Prospectus, dated September 28, 2006, summarizing key provisions of the
Plan, and accepts the award of Deferred Stock Units granted hereunder on the
terms and conditions set forth herein and in the Plan.


Date:                                                ---------------------------
      ----------------------                         Grantee

                                        4
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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