Stock Ownership Guidelines

The Company grants stock options and provides the Employee Stock Purchase Savings Plan with the intent of aligning the interests of management and shareholders. Accordingly, the Company expects management to retain ownership of a material portion of Company stock obtained through these programs.

Guidelines

• Long-term incentive compensation plan participants and members of the board directors reach and maintain a targeted level of SJM ownership interest.
• Ownership targets are a multiple of base salary, varying by management level. (See table below.)
• Ownership levels to be reached within five years effective from January 1, 1995 for current participants, otherwise from date of first entry into the stock plan.
• Ownership target for board directors' is five times annual retainer (exclusive of Board meeting fees).
• Ownership levels will be determined by including stock acquired through open market or Employee Stock Purchase Savings Plan purchase, shares obtained in lieu of earned compensation, shares earned under restricted stock grants as well as the "in the money" value of vested stock options.

Targeted Ownership by Management Level