Exhibit 10.1

THE J. M. SMUCKER COMPANY

TOP MANAGEMENT SUPPLEMENTAL

RETIREMENT BENEFIT PLAN

(JANUARY 1, 2005 RESTATEMENT)

THE J. M. SMUCKER COMPANY
TOP MANAGEMENT SUPPLEMENTAL
RETIREMENT BENEFIT PLAN
(JANUARY 1, 2005 RESTATEMENT)

     The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan was established effective January 1, 1985, and amended and restated effective May 1, 1994, for the purpose of supplementing the retirement benefits of certain officers and other key management employees of The J. M. Smucker Company and its subsidiaries who are selected to participate in the Plan, was again amended and restated in its entirety, effective May 1, 1999, for individuals who retired, died or entered into pay status on or after August 1, 1998 to reflect the benefit changes made by the May 1, 1999 plan restatement beginning with the calendar month following the date on which the individual retired, died or entered into pay status, and was further amended effective November 1, 2003, as to individuals who retired, died or otherwise terminated employment as of that date. The Plan has been operated in good faith compliance with the provisions of Code §409A and the regulations and other guidance promulgated thereunder, and the Company hereby amends and restates the Plan, effective January 1, 2005, in order to comply with Code §409A and the regulations and other guidance promulgated thereunder.

ARTICLE I
DEFINITIONS

     For the purposes hereof, the following words and phrases shall have the meanings indicated:

     1.1 The “Plan” means the supplemental retirement benefit plan as set forth herein, together with all amendments thereto, which Plan shall be called “The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan.”

     1.2 The “Company” means The J. M. Smucker Company, an Ohio corporation, its corporate successors and assigns, or any corporation or any affiliated or related entity, partnership, proprietorship, limited liability company, with or into which said corporation may be merged, consolidated or reorganized, or to which substantially all of its assets may be sold.

     1.3 A “Subsidiary” means any corporation 50% or more of the issued and outstanding stock of which is owned or controlled by the Company, directly or indirectly, or any other related entity, including a partnership, a limited liability company or a sole proprietorship, 50% or more of the interests of which are owned by the Company either directly or indirectly.

     1.4 An “Employer” means the Company and any Subsidiary.

     1.5 A “Participant” means a key executive of the Company or of a Subsidiary who is selected from time to time by the board of directors to participate in the Plan. A Participant’s selection and approval to participate in the Plan shall be evidenced in writing in the form of a contract between the Participant and the Company.

     1.6 The “Retirement Plan” means The J. M. Smucker Company Employees’ Retirement Plan.

     1.7 The “Final Average Monthly Salary” of a Participant means the Participant’s “average monthly base compensation” as provided in the Retirement Plan but determined using the highest aggregate base compensation, management bonuses and Christmas bonuses received by the Participant during any 60 consecutive full calendar months of employment prior to the earlier of his retirement or other termination of employment or the date of any termination of the Retirement Plan. Except as provided below, for purposes of calculating Final Average Monthly Salary, any bonus earned by a Participant during a fiscal year of the Company shall be treated as having been paid to the Participant on the last day of the fiscal year to which such bonus relates,

rather than on the later date of actual payment to the Participant. Only five (5) consecutive years’ bonuses will be taken into consideration in determining Final Average Monthly Salary. However, any bonus paid to a Participant after his termination of employment will be included in determining Final Average Monthly Salary only if such inclusion serves to increase his Final Average Monthly Salary; if inclusion of such bonus would cause his Final Average Monthly Salary to decrease, then such bonus shall be disregarded and an earlier year’s bonus used in selecting the five (5) consecutive years’ bonuses to be taken into consideration.

     1.8 A Participant’s “Normal Retirement Date” means the date on which he attains age 65.

     1.9 The “Social Security Offset Amount” of a Participant means his estimated monthly Primary Insurance Amount under the federal Social Security Act as in effect on the day immediately preceding the earlier of his retirement or other termination of employment or any termination of the Plan; moreover, if such event occurs before the Participant attains age 62, his estimated monthly Primary Insurance Amount shall be equal to the amount he would receive at age 62 on the assumption that from and after the date of his retirement or termination the Participant will receive no further compensation which is treated as wages for purposes of the Act. Provided, however, if an Employee previously had retired due to permanent and total disability and was entitled to receive long-term disability benefits under any plan maintained by an Employer, computation of his monthly Primary Insurance Amount upon subsequent retirement under the Plan shall be based on the Act in effect on his date of disability retirement. All estimates hereunder shall be made by the Company, upon the advice of an actuary, using standards of uniform and non-discriminatory application.

     1.10 A Participant’s “Monthly Retirement Benefit” means the amount of monthly benefit to which he is entitled under the terms of this Plan, as determined in accordance with Article II hereof.

     1.11 The “Years of Service” of a Participant means the Participant’s years of “benefit service” under the Retirement Plan but determined including any periods of employment after his Normal Retirement Date. Years of Service shall include fractional years to the nearest 1/10th year based upon the number of days since the employment anniversary date.

     1.12 “Actuarial Equivalent” for purposes of determining the single lump sum equivalent optional form of payment provided in Section 2.6 of the Plan, means equality in value of the aggregate amounts expected to be received under the single life annuity payable at the later of age 55 or the Participant’s actual age at date of employment termination or retirement, and the single lump sum form of payment and shall be determined using the following:

	a)		Mortality Rates shall be based on a 50% male and 50% female unisex blend of the 1994 Group Annuity Reserve table projected to 2002 using Projection Scale AA;
	b)		The Interest Rate shall be the discount rate selected by the Company for purposes of financial reporting under SFAS No. 87 for the fiscal year ending on the April 30 prior to the first day of the Plan Year in which the distribution occurs.

     Actuarial Equivalent for all other purposes under the Plan shall have the same meaning as provided in the Retirement Plan for purposes other than a single lump sum equivalent form of payment.

     1.13 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any Regulations relating thereto.

     1.14 The “Committee” means the Executive Committee of the Company.

     1.15 “Separation from Service” means a separation from service as defined in Code §409A, which Code §409A is incorporated herein by reference, and includes, without limitation: An employee Separates from Service with the Company, and any related employer (as determined under Code §414), if the employee dies, retires, becomes Totally Disabled, or otherwise has a termination of employment with the Company or any related employer (as determined under Code §414).

     1.16 A “Specified Employee” refers to an individual defined in Code §416(i) without regard to paragraph (5) of that Section as of the date of the individual’s Separation from Service determined as provided in Treasury Regulation §1.409A-1(i).

     1.17 “Totally Disabled” or “Total Disability” means the first to occur of the following conditions:

(a) The Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expect to last for a continuous period of not less than 12 months, or

(b) The Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under any plan covering employees of the Employer, or

(c) The Participant has been determined to be totally disabled by the Social Security Administration.

     Wherever used herein, the masculine pronoun shall include the feminine, the singular shall include the plural, and the plural shall include the singular.

ARTICLE II
SUPPLEMENTAL RETIREMENT BENEFITS

     2.1 Normal Retirement . A Participant who Separates from Service due to retirement from his Employer on or after his Normal Retirement Date, or who has Separated from Service prior to his Normal Retirement Date due to Total Disability and continues to be Totally Disabled on his Normal Retirement Date, shall be eligible for a normal retirement Monthly Retirement Benefit in an amount equal to:

	(a)		two and one-half percent of his Final Average Monthly Salary multiplied by his Years of Service, not to exceed 20 years, plus an additional one percent for each Year of Service after 20 years not to exceed an additional 5 years, less
	(b)		100 percent of his Social Security Offset Amount, less
	(c)		the amount of his monthly retirement benefit under the Retirement Plan. In calculating the amount of the offset under this paragraph (c), benefits attributable to Participant contributions under the supplemental portion of the Retirement Plan shall be disregarded. However, benefits attributable to Company contributions under the supplemental portion of the Retirement Plan, which are subject to this offset, shall be calculated as those benefits which the Participant would have been eligible to receive, assuming he had contributed to the supplemental portion of the Retirement Plan for all periods for which he was eligible to contribute, regardless of whether such contributions were actually made or not, less amounts determined under Section 2.1(d); less
	(d)		The annuitized amount based on a hypothetical account balance as a result of the Company matching contribution added to the J.M. Smucker Company Employee

Savings Plan (the “Savings Plan”). The amount to be offset, if applicable, is shown in Addendum II.

     A normal retirement Monthly Retirement Benefit shall be paid to an eligible Participant commencing as of the first day of the month following the month in which he Separates from Service due to retirement or, with respect to a Participant who is Totally Disabled, attains his Normal Retirement Date, except as such payment may be restricted by Section 8.15, and shall be payable monthly thereafter in accordance with the terms of Section 2.4, in the form of an optional form of benefit elected under Section 2.5 (A), (B), (C), (D) or (E), or in a single lump sum payment if elected under Section 2.6, and provided that the Participant’s election is made in accordance with Section 2.7.

     Notwithstanding the foregoing, a Participant who is still employed by an Employer on the April 1 following the calendar year in which he attains age 70-1/2 shall commence receiving the Monthly Retirement Benefit provided under this Section 2.1 as of April 1 following the calendar year in which he attains age 70-1/2.

     2.2 Early Retirement . A Participant who Separates from Service due to retirement from his Employer at or after age 55, but prior to his Normal Retirement Date, who has at least ten (10) Years of Service, and who is eligible for an Ancillary Disability Benefit under the Retirement Plan shall be eligible for an early retirement Monthly Retirement Benefit in an amount determined after his early retirement in the same manner as provided for a normal retirement Monthly Retirement Benefit, except that the amount determined in Section 2.1(a) above shall be reduced by one-third of one percent for each full month by which commencement of payment of the benefit precedes the month following the date on which the Participant attains age 62. An early retirement Monthly Retirement Benefit shall be paid to an eligible Participant commencing as of the first day of the month following the month in which he Separates from

Service due to retirement, except as such payment may be restricted by Section 8.15, and shall be payable monthly thereafter in accordance with the terms of Section 2.4, an optional form of benefit elected under Section 2.5 (A), (B), (C), (D) or (E), or in a single lump sum payment if elected under Section 2.6, and provided that such election is made in accordance with Section 2.7.

     2.3 Separation from Service . The Plan is intended to provide benefits for career employees of an Employer. Therefore, a Participant who Separates from Service with his Employer for any reason other than death and who is not eligible for any retirement benefit under the Plan, or who is eligible for an Ancillary Disability Benefit under the Retirement Plan, shall not be eligible for any Monthly Retirement Benefit under the Plan, except that such a Participant, who has at least ten (10) Years of Service, is eligible for a deferred Monthly Retirement Benefit in an amount determined after his Separation from Service in the same manner as provided for an early retirement Monthly Retirement Benefit. A deferred Monthly Retirement Benefit shall be paid to an eligible Participant commencing as of the first day of the month following the month in which he attains age 55, except as such payment may be restricted by Section 8.15, and shall be payable monthly thereafter in accordance with the terms of Section 2.4, an optional form of benefit elected under Section 2.5 (A), (B), (C), (D) or (E), or in a single lump sum payment if elected under Section 2.6, and provided that such election is made in accordance with Section 2.7.

     2.4 Normal Form of Payment .

     (A) A Participant who becomes eligible to receive a Monthly Retirement Benefit and who is married at the time payment of his Monthly Retirement Benefit commences shall receive payment of a reduced benefit in the form of a qualified joint and survivor annuity that in the event of the Participant’s death would provide a benefit to the

Participant’s surviving spouse equal to 50 percent of the benefit the Participant was receiving at the time of his death unless a Participant elects to receive such benefit in the form of a single life annuity, or an optional form of payment is elected (as provided in Section 2.7) under Section 2.5 or Section 2.6 of this Plan. To receive a benefit under the qualified joint and survivor form of payment, a Participant’s surviving spouse must be the same spouse to whom the Participant was married at the time payment of his Monthly Retirement Benefit commenced.

     The present value of the qualified joint and survivor annuity payable to a Participant hereunder shall be the Actuarial Equivalent of the present value of the single life annuity otherwise payable to him under the Plan.

     (B) A Participant who becomes eligible to receive a Monthly Retirement Benefit and who is unmarried at the time payment of his Monthly Retirement Benefit commences shall receive payment of such benefit in the form of a single life annuity unless an optional form of payment is elected (as provided in Section 2.7) under Section 2.5 or Section 2.6 of the Plan. Such Participant shall receive an unreduced Monthly Retirement Benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs.

     2.5 Optional Forms of Payment .

     A Participant may elect to receive his supplemental retirement benefit under one of the following optional forms of payment or in the form of a single lump sum payment in accordance with Section 2.6, provided that such Participant’s election is made at the time and in such form as provided in Section 2.7:

     (A) Option A — 100% Joint and Survivor Annuity . The retired Participant shall receive a reduced Monthly Retirement Benefit payable for his lifetime, the last monthly

payment being for the month in which his death occurs. If the Participant’s beneficiary survives him, then commencing with the month following the month in which his death occurs, his beneficiary shall receive a continuing monthly benefit equal to such reduced amount for such beneficiary’s lifetime, the last monthly payment being for the month in which the death of the beneficiary occurs.

     (B) Option B — 50% Joint and Survivor Annuity . The retired Participant shall receive a reduced Monthly Retirement Benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs. If the Participant’s beneficiary survives him, then commencing with the month following the month in which his death occurs, his beneficiary shall receive a continuing monthly benefit equal to one-half of such reduced amount for such beneficiary’s lifetime, the last monthly payment being for the month in which the death of the beneficiary occurs.

     (C) Option C — 66 2/3% Joint and Survivor Annuity . The retired Participant shall receive a reduced Monthly Retirement Benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs. If the Participant’s beneficiary survives him, then commencing with the month following the month in which his death occurs, his beneficiary shall receive a continuing monthly benefit equal to two-thirds of such reduced amount for such beneficiary’s lifetime, the last monthly payment being for the month in which the death of the beneficiary occurs.

     (D) Option D — 75% Joint and Survivor Annuity . The retired Participant shall receive a reduced Monthly Retirement Benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs. If the Participant’s beneficiary survives him, then commencing with the month following the month in which his death occurs, his beneficiary shall receive a continuing monthly benefit equal to three-quarters of

such reduced amount for such beneficiary’s lifetime, the last monthly payment being for the month in which the death of the beneficiary occurs.

     (E) Option E — Ten-Year Certain and Life Annuity . The retired Participant shall receive a reduced Monthly Retirement Benefit payable for his lifetime, with the continuance after his death to the beneficiary or beneficiaries designated by him of a monthly benefit equal to such reduced amount for the remainder, if any, of the ten-year term commencing with the retired Participant’s beginning payment date. If any monthly benefit payments remain unpaid upon the death of the survivor of the Participant and his beneficiary, the remaining payments shall be made to the estate of such survivor.

     A Participant’s beneficiary may be any person or persons selected by such Participant with his spouse’s consent. The reduced monthly payments to be made to a retired Participant under one of the optional forms of payment provided in Section 2.5 (A) — (E) shall be in an amount which, on the date of commencement thereof, is the Actuarial Equivalent of the monthly benefit otherwise payable to the Participant under the Plan in lieu of which the option was elected, taking into account the age of the Participant and the age of his beneficiary.

     2.6 Single Lump Sum Form of Payment . A Participant may elect, in accordance with the provisions of Section 2.7, to receive his supplemental retirement benefit in the form of a single lump sum payment. The retired Participant shall receive a payment in a single lump sum

in an amount equal to the Actuarial Equivalent, determined in accordance with Section 1.12 of the Plan, of the benefit payable to the Participant at the later of age 55 or the Participant’s actual age at his date of Severance from Service due to employment termination or retirement.

     2.7 Election of Form of Benefit . Elections with respect to Grandfathered Benefits shall be made in accordance with Addendum I. Each Participant shall make an election to receive his (Non-Grandfathered Benefits) supplemental retirement benefit either (1) in the normal form of payment under the Plan as provided in Section 2.4, or one of the optional forms of benefit provided in Section 2.5, or (2) as a single lump sum form of benefit under Section 2.6. A newly eligible Participant shall make an election within thirty days of first becoming eligible under the Plan. If a Participant does not file an election under this Section 2.7, the payment of any Benefit hereunder shall be made in a single lump sum distribution. Subsequent changes to an election of an alternative form of distribution shall not be effective unless the election satisfies the following requirements:

     (A) A change of election will not be effective until at least twelve (12) months after the date on which it is filed by the Participant with the Company.

     (B) A change of election with respect to a payment commencing on, or made on, a specified date may not be filed with the Company less than twelve (12) months prior to such date.

     (C) A change of election with respect to a time of payment or a method of payment must provide that the payment subject to the change be deferred for a period of not less than five (5) years from the date such payment would otherwise have been made except in the event of a payment made on account of the Participant’s death or Total Disability.

     (D) If a Participant has made an election to receive his benefit in the normal form of payment provided in Section 2.4 or one of the Actuarially Equivalent optional forms of benefit provided in Section 2.5, then the election between the normal form of benefit and

among the optional forms of benefit provided in Section 2.5 may be made at the time of distribution.

ARTICLE III
SURVIVOR BENEFITS

     3.1 If a Participant who has at least five (5) Years of Service should die after his Separation from Service due to retirement or termination of employment but prior to the commencement of benefit payments under the Plan, and if the Participant had a surviving spouse as defined in the Retirement Plan, the surviving spouse shall be eligible for payments as if the Participant had effectively elected the 50 percent joint and survivor option described under the Retirement Plan and designated his spouse as his beneficiary, and such payments shall commence as of the first day of the month following the month in which the Participant’s death occurs.

     3.2 If a Participant who has at least five (5) Years of Service should die prior to Separation from Service due to retirement or termination of employment, and if the Participant had a surviving spouse as defined in the Retirement Plan, the surviving spouse shall be eligible for payments as if the Participant had effectively elected the 50 percent joint and survivor option described under the Retirement Plan and designated his spouse as his beneficiary, and such payments shall commence on the first day of the month following the month in which the Participant’s death occurs.

     3.3 If a Participant had ten (10) or more Years of Service on his date of death, his survivor benefit under this Article III shall commence on or after the later of the month next following his date of death or the month next following the date on which he would have attained age fifty-five (55). If a Participant had at least five (5) but less than ten (10) Years of Service on

his date of death, his survivor benefit under this Article III shall commence on the later of the month next following his date of death or the month next following the date on which he would have attained age sixty-five (65).

ARTICLE IV
SPECIAL CREDITING

     4.1 Employees who are Participants under the Plan as of its effective date of January 1, 1985 automatically will be credited with twenty (20) Years of Service or their actual number of Years of Service, whichever is greater, as of the date of their retirement or Separation from Service.

ARTICLE V
ADMINISTRATION

     5.1 The Company shall be responsible for the administration of the Plan. The Company shall have all such powers as may be necessary to carry out the Plan, including the power to determine all questions relating to eligibility for and the amount of any benefit and all questions pertaining to claims for benefits and procedures for claim review; to resolve all other questions arising under the Plan, including any questions of construction; and to take such further action as the Company shall deem advisable in the administration of the Plan. The actions taken and the decisions made by the Company hereunder shall be final and binding upon all interested parties. Claims for benefits and claims review procedures are provided in Appendix A as attached hereto.

ARTICLE VI
FUNDING

     6.1 Benefits under the Plan shall be paid out of the general assets of the Employers including any trust or fund created for that purpose.

ARTICLE VII
AMENDMENT AND TERMINATION

     7.1 The Company reserves the right to amend or terminate the Plan at any time by action of its board of directors. Notwithstanding any such action, the Company shall be obligated to pay any benefits already accrued to any Participant under the Plan at the date of amendment or termination of the Plan and to continue making payments in the amounts determined to any retired Participant or his beneficiary, and shall be obligated to pay benefits in amounts not less than the benefits to which a Participant or his beneficiary would be entitled hereunder upon Separation from Service due to retirement, death or other termination of employment at the time of such amendment or termination. If a trust is being used to fund assets under the Plan and the Plan is terminated, any excess assets remaining in the trust after the full value of benefits already accrued to Participants under the Plan has been paid to such Participants or their beneficiaries shall revert to the Company. Except with respect to Grandfathered Benefits as defined in Addendum I, and to the extent permitted under Code §409A and the Regulations promulgated thereunder, in no event shall the termination of the Plan result in the acceleration of payment of benefits due in violation of Code §409A and the regulations promulgated thereunder.

ARTICLE VIII
MISCELLANEOUS

     8.1 Non-Alienation of Retirement Rights or Benefits . Neither the Participant nor any beneficiary shall encumber or dispose of his right to receive any payments hereunder, which payments or the right thereto are expressly declared to be non-assignable and non-transferable. Any payment which the Company is required to make hereunder may be made, in the discretion of the Company, directly to the Participant or beneficiary or to any other person for the use or benefit of such Participant or beneficiary or that of his dependents, if any, including any person furnishing goods or services to or for the use or benefit of such Participant or beneficiary or that of his dependents, if any. Each such payment may be made without the intervention of a guardian. Any receipt by the payee shall constitute a complete acquittance to the Company with respect thereto, and the Company shall have no responsibility for the proper application thereof.

     8.2 No Employment Guaranteed . Nothing herein contained shall be construed as a commitment or agreement on the part of any person employed by the Company or any Subsidiary to continue his employment with the Company or any Subsidiary, and nothing herein contained shall be construed as a commitment on the part of the Company or any Subsidiary to continue the employment or the annual salary rate of any such person for any period, and all Participants shall remain subject to discharge to the same extent as if the Plan was never put into effect.

     8.3 Interest of Participant . The obligation of the Company under the Plan to provide the Participant with benefits hereunder merely constitutes the unsecured promise of the Company to make payments as provided herein, and the Participant shall have no interest in, and no lien or prior claim upon, any property of the Company or of any Subsidiary.

     8.4 Claims of Other Persons . The provisions of the Plan shall in no event be construed as giving any person, firm or corporation, any legal or equitable rights as against the Company, its officers, employees, or directors, except any such rights as are specifically provided for in the Plan or are hereafter created in accordance with the terms of the Plan.

     8.5 No Competition . The right of any Participant, surviving spouse, or other beneficiary to a supplemental retirement benefit under the Plan will be terminated, or, if payment thereof has begun, all further payments will be discontinued and forfeited, in the event the Participant (i) at any time wrongfully discloses any secret process or trade secret of the Company or any of its Subsidiaries, or (ii) engages, either directly or indirectly, as an officer, trustee, employee, consultant, partner, or substantial shareholder, on his own account or in any other capacity, in a business venture within the ten-year period following his retirement or termination of employment that the Company’s board of directors reasonably determines to be competitive with the Company to a degree materially contrary to the Company’s best interest.

     8.6 Severability . The invalidity or unenforceability of any particular provision of the Plan shall not affect any other provision hereof, and the Plan shall be construed in all respects as if such invalid or unenforceable provision were omitted herefrom.

     8.7 Governing Law . The Plan shall be governed by and construed in accordance with the laws of the United States, and to the extent not preempted by such laws, the laws of the State of Ohio.

     8.8 Successors and Assigns . The Plan and the obligations created hereunder shall be binding upon the Company and its successors and assigns.

     8.9 Dishonest Conduct of a Participant . Notwithstanding anything to the contrary contained in the Plan, if a Participant’s employment with an Employer is terminated because the Company determines the Participant (i) engaged in dishonest or fraudulent acts against an

Employer, (ii) willfully injured property of an Employer, (iii) conspired against an Employer, or (iv) disclosed confidential information concerning an Employer, then no supplemental retirement benefit shall be payable to the Participant or his surviving spouse under the Plan.

     8.10 Employment Agreements . The terms of this Plan shall be superseded by the terms of any Employment Agreement or other Agreement between a Participant and an Employer. In the event of any conflict between the provisions of this Plan and any such Agreement, the Agreement shall control.

     8.11 Distribution of Small Amounts . Notwithstanding any provision of the Plan to the contrary, if, at any time following termination of employment, the value of a Participant’s Voluntary Deferral Account is less than $10,000, the Company may elect to distribute such account balance in a lump sum payment regardless of the Participant’s election.

     8.12 Distributions of Amounts in Excess of Code § 162(m) . Notwithstanding any provision of the Plan to the contrary, no amount may be distributed from the Plan if the Company reasonably anticipates that such amount would not be deductible under Code §162(m), as determined by the Board of Directors in its sole discretion, and in accordance with Code §409A and the Treasury regulations promulgated thereunder.

     8.13 Distributions of Amounts Deemed Includable in Gross Income . Notwithstanding any provisions of the Plan to the contrary, if, at any time, a court or the Internal Revenue Service determines that an amount in a Participant’s Voluntary Deferral Account is includable in the gross income of the Participant and subject to tax, the Board of Directors of the Company may, in its sole discretion, and in accordance with Code § 409A and the Treasury regulations promulgated thereunder, permit a lump sum distribution of an amount equal to the amount determined to be includable in the Participant’s gross income.

     8.14 Distributions of Amounts in Violation of Securities Laws . Notwithstanding any provisions of the Plan to the contrary, a payment under the Plan may be delayed if the Company reasonably anticipates that the making of such payment will violate Federal securities laws or other applicable law, in the Company’s sole discretion, and in accordance with Code §409A and the Treasury regulations promulgated thereunder, provided that the payment is made on the earliest at which the Company reasonably anticipates that the making of the payment will not cause such violation.

     8.15 Six-Month Delay of Distributions to Specified Employees . Under no circumstances, other than death, will a Participant who is a Specified Employee, as of the date of the Participant’s Separation from Service, receive a distribution under the Plan earlier than six (6) months following such Participant’s Separation from Service; provided that this provision shall not apply to only distribution of a Grandfathered Benefit.

     8.16 Compliance with Code §409A . To the extent applicable, it is intended that this Plan and any accrual of compensation made hereunder comply with the provisions of Code §409A. This Plan and any accrual of compensation made hereunder shall be administrated in a manner consistent with this intent, and any provisions that would cause this Plan or any grant made hereunder to fail to satisfy Code §409A shall have no force and effect until amended to comply with Code §409A (which amendment may be retroactive to the extent permitted by Code §409A and may be made by the Company without the consent of Participants). Any reference in this Plan to Code §409A will also include any proposed temporary or final regulations, or any other guidance, promulgated with respect to Code §409A by the U.S. Department of the Treasury or the Internal Revenue Service.

     EXECUTED at Orrville, Ohio, this 19th day of December , 2008.

		THE J. M. SMUCKER COMPANY
		By		/s/ Richard K. Smucker
				Title: Executive Chairman & Co-CEO
		And		/s/ Timothy P. Smucker
				Title: Chairman of the Board & Co-CEO

APPENDIX A

CLAIMS PROCEDURE

      Section 1.1 Claims Reviewer . For purposes of handling claims with respect to this Plan, the “Claims Reviewer” shall be the benefits committee, unless another person or organizational unit is designated by the Company as Claims Reviewer.

      Section 1.2 Claims for Benefits . An initial claim for benefits under the Plan must be made by the Participant or his or her beneficiary in accordance with the terms of the Plan through which the benefits are provided. Not later than 90 days after receipt of such a claim, the Claims Reviewer will render a written decision on the claim to the claimant, unless special circumstances require the extension of such 90-day period. If such extension is necessary, the Claims Reviewer shall provide the Participant or the Participant’s beneficiary with written notification of such extension before the expiration of the initial 90-day period. Such notice shall specify the reason or reasons for such extension and the date by which a final decision can be expected.. In no event shall such extension exceed a period of 90 days from the end of the initial 90-day period.

     In the event the Claims Reviewer denies the claim of a Participant or the beneficiary in whole or in part, the Claims Reviewer’s written notification shall specify, in a manner calculated to be understood by the claimant, the reason for the denial; a reference to the Plan or other document or form that is the basis for the denial; a description of any additional material or information necessary for the claimant to perfect the claim; an explanation as to why such information or material is necessary; and an explanation of the applicable claims procedure.

     Should the claim be denied in whole or in part and should the claimant be dissatisfied with the Claims Reviewer’s disposition of the claimant’s claim, the claimant may have a full and fair review of the claim by the Company (but not the same person who reviewed the initial claim, or subordinate of such person) upon written request therefore submitted by the claimant or the claimant’s duly

authorized representative and received by the Company within 60 days after the claimant receives written notification that the claimant’s claim has been denied In connection with such review, the claimant or the claimant’s duly authorized representative shall be entitled to review pertinent documents and submit the claimant’s views as to the issues, in writing. The Company shall act to deny or accept the claim within 60 days after receipt of the claimant’s written request for review unless special circumstances require the extension of such 60-day period. If such extension is necessary, the Company shall provide the claimant with written notification of such extension before the expiration of such initial 60-day period. In all events, the Company shat act to deny or accept the claim within 120 days of the receipt of the claimant’s written request for review. The action of the Company shall be in the form of a written notice to the claimant and its contents shall include all of the requirements for action on the original claim.

     In no event may a claimant commence legal action for benefits the claimant believes are due to the claimant until the claimant has exhausted all of the remedies and procedures afforded the claimant by this Appendix A.

ADDENDUM I

PROVISIONS WITH RESPECT TO
GRANDFATHERED BENEFITS

ARTICLE I

DEFINITION

     1.1 Grandfathered Benefits Defined . “Grandfathered Benefits” or “Grandfathered Portion” of a Benefit means amounts of Compensation deferred by a Participant before January 1, 2005 under the Plan to which the Participant had a legally binding right to be paid, and that right was earned and vested prior to January 1, 2005. Grandfathered Benefits shall be subject to the rules and provisions of the Plan in effect on December 31, 2004, as provided in this Addendum I. The amount of a Participant’s Grandfather Benefit shall be determined in accordance with the provisions of Code §409A and Treasury regulation §1.409A- 6 and any additional guidance that may be issued by the Department of Treasury or the Internal Revenue Service and the provisions of the Plan and this Addendum I. Section references in this Addendum I are references to sections of this Addendum I unless otherwise specified.

ARTICLE II
GRANDFATHERED RETIREMENT BENEFITS

     2.1 Grandfathered Benefits Upon Normal Retirement. A Participant who retires from employment with his Employer on or after his Normal Retirement Date, or who has left active employment prior to his Normal Retirement Date under conditions of eligibility for a long-term disability benefit under any plan maintained by an Employer and is receiving long-term disability benefits on his Normal Retirement Date, shall be eligible for a normal retirement Monthly Retirement Benefit as determined under Section 2.1 of the Plan.

     A Grandfathered Benefit consisting of a normal retirement Monthly Retirement Benefit shall be paid to an eligible Participant commencing as of the first day of the month following the month in which he retires, and shall be payable monthly thereafter in accordance with the terms of Section 2.4, in the form of an optional form of benefit elected under Section 2.5 (A), (B), (C), (D) or (E), or in a single lump sum payment elected under Section 2.6, provided that the Participant’s election is made in accordance with Section 2.7 of this Addendum I.

     Notwithstanding the foregoing, a Participant who is still employed by an Employer on the April 1 following the calendar year in which he attains age 70-1/2 shall commence receiving the Grandfathered Portion of his Monthly Retirement Benefit provided under this Section 2.1 as of April 1 following the calendar year in which he attains age 70-1/2.

     2.2 Grandfathered Benefits Upon Early Retirement. A Participant who retires from employment with his Employer at or after age 55, but prior to his Normal Retirement Date, who has at least ten (10) Years of Service, and who is not eligible for a short or long term disability benefit under any plan maintained by an Employer, shall be eligible for an early retirement Monthly Retirement Benefit as determined under Section 2.2 of the Plan.

     A Grandfathered Benefit consisting of an early retirement Monthly Retirement Benefit shall be paid to an eligible Participant commencing as of the first day of the month following the month in which he retires and shall be payable monthly thereafter in accordance with the terms of Section 2.4, an optional form of benefit elected under Section 2.5 (A), (B), (C), (D) or (E), or in a single lump sum payment elected under Section 2.6, provided that the Participant’s election is made in accordance with Section 2.7 of this Addendum I.

     2.3 Grandfathered Benefits Upon Termination of Employment . The Plan is intended to provide benefits for career employees of an Employer. Therefore, a Participant who terminates his employment with his Employer for any reason other than death and who is not eligible for any retirement benefit under the Plan or a short or long term disability benefit under any plan maintained by an Employer, shall not be eligible for any Monthly Retirement Benefit under the Plan, except that such a Participant, who has at least ten (10) Years of Service, is eligible for a deferred Monthly Retirement Benefit in an amount determined after his termination of employment in the same manner as provided for an early retirement Monthly Retirement Benefit and as determined under Section 2.3 of the Plan.

     A Grandfathered Benefit consisting of a deferred Monthly Retirement Benefit shall be paid to an eligible Participant commencing as of the first day of the month following the month in which he attains age 55 and shall be payable monthly thereafter in accordance with the terms of Section 2.4, an optional form of benefit elected under Section 2.5 (A), (B), (C), (D) or (E), or in a single lump sum payment elected under Section 2.6, provided that the Participant’s election is made in accordance with Section 2.7 of this Addendum I.

     2.4 Normal Form of Payment of Grandfathered Benefits.

     (A) A Participant who becomes eligible to receive a Grandfathered Monthly Retirement Benefit and who is married at the time payment of his Monthly Retirement Benefit commences shall receive payment of his Grandfathered Benefit in accordance with the provisions of Section 2.4 of the Plan, provided that a Participant’s election of forms of optional distribution or of a lump sum distribution as to Grandfathered Benefits shall be made in accordance with the provisions of the Plan in effect on December 31, 2004 and this Addendum I.

     2.5 Optional Forms of Payment with Respect to a Grandfathered Benefit.

     A Participant may elect to receive his Grandfathered Benefit under one of the following optional forms of payment or in the form of a single lump sum payment in accordance with Section 2.6, provided that such Participant’s election is made at the time and in such form as provided in Section 2.7:

     (A) Option A — 100% Joint and Survivor Annuity. The retired Participant shall receive a reduced Monthly Retirement Benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs If the Participant’s beneficiary survives him, then commencing with the month following the month in which his death occurs, his beneficiary shall receive a continuing monthly benefit equal to such reduced amount for such beneficiary’s lifetime, the last monthly payment being for the month in which the death of the beneficiary occurs.

     (B) Option B — 50% Joint and Survivor Annuity . The retired Participant shall receive a reduced Monthly Retirement Benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs. If the Participant’s beneficiary survives him, then commencing with the month following the month in which his death occurs, his beneficiary shall receive a continuing monthly benefit equal to one-half of such reduced amount for such beneficiary’s lifetime, the last monthly payment being for the month in which the death of the beneficiary occurs.

     (C) Option C — 66 2/3% Joint and Survivor Annuity . The retired Participant shall receive a reduced Monthly Retirement Benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs. If the Participant’s beneficiary survives him, then commencing with the month following the month in which his death occurs, his beneficiary shall receive a continuing monthly benefit equal to two-thirds of

such reduced amount for such beneficiary’s lifetime, the last monthly payment being for the month in which the death of the beneficiary occurs.

     (D) Option D — 75% Joint and Survivor Annuity. The retired Participant shall receive a reduced Monthly Retirement Benefit payable for his lifetime, the last monthly payment being for the month in which his death occurs. If the Participant’s beneficiary survives him, then commencing with the month following the month in which his death occurs, his beneficiary shall receive a continuing monthly benefit equal to three-quarters of such reduced amount for such beneficiary’s lifetime, the last monthly payment being for the month in which the death of the beneficiary occurs.

     (E) Option E — Ten-Year Certain and Life Annuity. The retired Participant shall receive a reduced Monthly Retirement Benefit payable for his lifetime, with the continuance after his death to the beneficiary or beneficiaries designated by him of a monthly benefit equal to such reduced amount for the remainder, if any, of the ten-year term commencing with the retired Participant’s beginning payment date. If any monthly benefit payments remain unpaid upon the death of the survivor of the Participant and his beneficiary, the remaining payments shall be made to the estate of such survivor.

     A Participant’s beneficiary may be any person or persons selected by such Participant with his spouse’s consent. The reduced monthly payments to be made to a retired Participant under one of the optional form of payment provided in Section 2.5 (A) — (E) shall be in an amount which, on the date of commencement thereof, is the Actuarial Equivalent of the monthly benefit otherwise payable to the Participant under the Plan in lieu of which the option was elected, taking into account the age of the Participant and the age of his beneficiary.

     2.6 Single Lump Sum Form of Payment of Grandfathered Benefit. A Participant may elect, in accordance with the provisions of Section 2.7, to receive his Grandfathered Benefit in the form of a single lump sum payment. The retired Participant shall receive a payment in a single lump sum in an amount equal to the Actuarial Equivalent, determined in accordance with Section 1.12 of the Plan payable to the Participant at the later of age 55 or the Participant’s actual age at his date of employment termination or retirement.

     2.7 Election of Form of Grandfathered Benefit .

     (a) Each Participant shall make an election to receive his Grandfathered Benefit either (l) in the normal form of payment under the Plan as provided in Section 2.4, of the Plan or one of the optional forms of benefit provided in Section 2.5, or (2) as a single lump sum form of benefit under Section 2.6. Each Participant may, but shall not be required to change his distribution election prior to the beginning of each Plan Year, provided that a Participant’ s election to receive a single lump sum form of benefit pursuant to Section 2.6, or to change his or her prior election from an election to receive a single___lump sum form of benefit to an election to receive an annuity form of benefit shall not be valid unless the election is made at least one (1) year prior to such Participant’s earliest date of distribution of benefits under the Plan. If a Participant does not file an election under this Section 2.7, the payment of any Grandfathered Benefit hereunder shall be made in a single lump sum distribution.

     (b) If a Participant has made an election to receive his benefit in the normal form of payment provided in Section 2.4 or one of the Actuarially Equivalent optional forms of benefit provided in Section 2.5, then the election between the normal form of benefit and among the optional forms of benefit provided in Section 2.5 may be made at the time of distribution.

ARTICLE III

SURVIVOR BENEFITS WITH RESPECT TO GRANDFATHERED BENEFITS

     Grandfathered Survivor Benefits shall be determined and distributed in accordance with Article III of the Plan, except that “retirement or termination of employment” shall be substituted for “Separation from Service” in Article III.

ADDENDUM II

In January 1, 2008 the Company froze benefit accruals under the Retirement Plan for participants age 40 and under, and amended the Savings Plan to provide an enhanced Company matching contribution.

The table below represents the amount to be offset as provided in Section 2.1 (d) of the Plan for Mark Smucker and Paul Wagstaff. The offset represents the annuitized benefit provided by the enhanced Company match contribution established January 1, 2008.

The table is based on a hypothetical balance created by a 3% Company match paid starting January 1, 2008 and made each year until the executive reaches the retirement ages listed below. This amount assumes yearly increases in CPI of 3.0% and investment earnings of 7.5%. The balance is annuitized using the RP2000 Mortality Table to reflect benefits accruing under the enhanced matching contribution provided under the Savings Plan without any adjustment projected to 2020 using Scale AA and a 7.5% discount rate.

The assumptions used to determine the hypothetical balances and annuitized benefits are intended to be long term assumptions. The Company may review these assumptions and modify them in the future if appropriate. New annuitized benefit amounts will be determined based on any revised assumptions, replacing the amounts below.

Annuitized Value of Additional 3% Savings Plan Match

Exhibit 10.2

Since 1897
December 19, 2008

Mr. Timothy Smucker
The J.M. Smucker Company
Strawberry Lane
Orrville, OH 44667-0280

Dear Tim:

     The purpose of this letter agreement, together with the identical agreement that your brother is signing separately, is to preserve the value of your family’s historical involvement in the business and affairs of the Company in the event of your Separation from Service. Accordingly, this Agreement evidences your commitment to maintain your public representations of the Company for at least three years after Separation from Service, in consideration for the compensation described below, subject to the terms and conditions set forth in this Agreement. This letter agreement is a complete amendment and restatement, effective as of January 1, 2005, of the letter agreement between you and the Company dated May 1, 2002, and brings that agreement into compliance with the provisions of Internal Revenue Code Section (“IRC §”) 409A. Terms not defined herein will have the definitions set forth in Appendix I attached hereto and incorporated herein.

     1.  General . If you Separate from Service with the Company under any circumstances other than those described in Section 3, so long as you comply with Section 2, you will be entitled to receive the following compensation during the Service Period.

     (a) Salary . Your salary will continue at the rate in effect on the date of your Separation from Service, payable at the same times and in the same amounts as if you had not Separated from Service, but in all events within two and one-half months after the end of the calendar year in which the right to the salary vests.

     (b) Bonus . Each time the Company pays annual bonuses to its executives during the Service Period, you will receive a lump sum payment equal to one-half of the annual target award most recently approved for you by the Executive Compensation Committee under the Company’s Management Incentive Plan, payable in all events within two and one-half months after the end of the calendar year in which the right to the bonus vests.

     (c) Options and Restricted Shares . All stock options you hold under any equity incentive plan of the Company will immediately vest and all restricted shares you hold under any equity incentive plan of the Company will continue to vest during the Service Period pursuant to the vesting schedule set forth in the agreements governing the restricted shares.

The J. M. Smucker Company • Strawberry Lane • Orrville, Ohio 44667
Telephone (330) 682-3000 • Fax (330) 684-3370 • www.smuckers.com

     (d) Benefits . You and your eligible dependents will be entitled to receive those benefits and perquisites under all welfare benefit plans of the Company, including, without limitation, medical insurance and life insurance, but excluding stock options, restricted shares or other equity-based benefits, for which substantially all of the executives of the Company are from time to time generally eligible, as determined from time to time by the Executive Compensation Committee (the “Standard Executive Benefits Package”).

     2.  Public Representation . During the Service Period, you will continue to represent the Company publicly in accordance with the wishes of the Board of Directors, and you will take such other actions as the Board or its designee may reasonably request in order to ensure the continued identification of your family and its values with the Smucker’s brand. Without limiting the generality of the foregoing, during the Service Period you will:

     (a) attend the Annual Meeting,

     (b) participate in employee events,

     (c) appear at promotional events,

     (d) authorize the exclusive use of your name, persona and likeness throughout the Service Period, and thereafter, insofar as your name, persona or likeness is embodied in publicity, advertising or other marketing materials used by the Company at any time before the end of the Service Period,

     (e) participate in high-level meetings with customers and prospective customers of the Company, and

     (f) represent the Company to its other constituents and the communities in which the Company operates, as appropriate.

     3.  Certain Terminations . If your employment terminates because of your death, Disability or Retirement (as defined in Section 3(c)), or if you have an Involuntary Separation from Service (as defined in Section 3(d)), your compensation will be governed by this Section 3.

     (a) Disability . If your employment terminates on account of your having become Disabled , (i) you will be entitled to receive the benefits you would have received during the Service Period as described in Sections 1(a), (b) and (d) for a period of three years beginning, because you are a Specified Employee, six months after the date on which you Separate from Service due to Disability, (ii) all stock options and restricted shares granted to you under any equity incentive plan of the Company will immediately vest, (iii) you will commence receiving your Monthly Retirement Benefit (as defined in the Company’s Top Management Supplemental Retirement Benefit Plan (May 1, 1999 Restatement) (the “SERP”)) under the SERP as of the third anniversary of your Disability, and the Monthly Retirement Benefit will be calculated without regard to the early retirement reduction factors described in Section 2.2 of the SERP, regardless of whether you have reached your Normal Retirement Date (as defined in the SERP), (iv) you will be entitled to receive within two and one-half months of the date on which you

Separate from Service due to Disability any salary which has accrued but is unpaid and any reimbursable expenses which have been incurred but are unpaid, and (v) you will be entitled to any option rights, restricted stock or other equity awards or plan benefits which by their terms extend beyond termination of your employment (but only to the extent provided in any option previously granted to you or any other benefit plan in which you participated as an employee of the Company).

     (b) Death . If your employment terminates on account of your death, your beneficiaries, your dependents or your estate, as the case may be, will be entitled to receive the benefits described in Sections 3(a)(i) through 3(a)(v), except that the payments in Sections 3(a)(i) and (ii) will begin within 90 days of the date of your death.

     (c) Retirement . If you voluntarily Separate from Service other than for Good Cause under circumstances where you are entitled, subject to the six-month delay for Specified Employees to commence receiving your Monthly Retirement Benefit under the SERP (“Retirement”), (i) the Company will pay you, within two and one-half months after the date of Retirement, any salary which has accrued but is unpaid and will reimburse you for any reimbursable expenses which have been incurred but are unpaid, (ii) you will be entitled to any option rights, restricted stock or other equity awards or plan benefits which by their terms extend beyond termination of employment (but only to the extent provided in any option granted to you or any other benefit plan in which you participated as an employee of the Company) and (iii) you will be entitled to receive any benefits to which you are entitled pursuant to the requirements of Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended.

     (d) Involuntary Separation from Service . If you have an Involuntary Separation from Service, either because the Company terminates your employment under circumstances that constitute a Separation from Service other than for Disability or for Cause or because you Separate from Service for Good Reason (“Involuntary Separation from Service”), you will be entitled to receive the benefits described in Sections 3(a)(i) through 3(a)(v).

Notwithstanding the foregoing, in no event will you be deemed to have been terminated for “Cause” unless prior to your termination the Company has delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the directors then in office at a meeting of the Board called and held for such purpose, after reasonable notice to you and an opportunity for you, together with your counsel (if you choose to have counsel present at such meeting), to be heard before the Board, finding that, in the good faith opinion of the Board, you committed an act constituting “Cause” and specifying the particulars of such act in detail. While such a determination will be a condition precedent for the existence of “Cause” for purposes of this Agreement, such a determination will not be determinative or create a presumption that “Cause” in fact exists, and nothing in this Agreement will limit your right or the right of your beneficiaries to contest the validity or propriety of any such determination.

     (e) Involuntary Separation from Service for Good Reason . If you Separate from Service for Good Reason by means of advance written notice to the Company at

least 90 days prior to the effective date of such termination identifying such termination as a termination for Good Reason and identifying the Good Reason and the Company fails to remedy the condition constituting the Good Reason within 30 days of the receipt of such notice, you will be entitled to receive the benefits described in Sections 3(a)(i) through 3(a)(v).

     (f) Termination by the Company for Cause . If the Company terminates your employment and you Separate from Service for Cause, you will receive no payments or benefits under this Agreement, and you will be entitled only to receive those payments and benefits to which you would otherwise be entitled under the other plans of the Company as described in Sections 3(c)(i) through 3(c)(iii).

     (g) Interest on Unpaid Amounts . If the Company fails to make any payment or provide any benefit required to be made or provided under this Agreement on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in the Midwest Edition of The Wall Street Journal . This interest will be payable as it accrues on demand. Any change in the prime rate will be effective on and as of the date of such change.

     (h) No Mitigation . You will not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise. It is expressly understood that Company’s payment obligations under this Agreement will cease in the event you breach any of your obligations under Sections 4 or 5.

     4.  Confidentiality . You acknowledge that the information, observations and data obtained by you while employed by the Company and during the continuance of the Service Period pursuant to this Agreement, as well as those obtained by you while employed by the Company or any of its subsidiaries or affiliates or any predecessor prior to the date of this Agreement, concerning the business or affairs of the Company or any of its subsidiaries or affiliates or any predecessor (unless and except to the extent the foregoing become generally known to and available for use by the public other than as a result of your acts or omissions to act, “Confidential Information”) are the property of the Company or such subsidiary or affiliate. Therefore, you agree that, during your employment with the Company and after your Separation from Service, you will not disclose any Confidential Information without the prior written consent of the Board unless and except to the extent that such disclosure is (a) made in the ordinary course of your performance of your duties under this Agreement or (b) required by any subpoena or other legal process (in which event you will give the Company prompt notice of such subpoena or other legal process in order to permit the Company to seek appropriate protective orders), and that you will not use any Confidential Information for your own account or any other person or entity’s benefit without the prior written consent of the Board. You will deliver to the Company at the termination of the later of (i) your Separation from Service or (ii) the Service Period, or at any other time the Company may reasonable request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information, or to the work product or the business of the Company or any of its subsidiaries or affiliates which you may then possess or have under

your control. Nothing in this Section 4 will be deemed to limit or otherwise affect your confidentiality or other similar covenant or obligations imposed on you under any agreement with, or plan or arrangement of, the Company.

     5.  Noncompetition, Nonsolicitation .

     (a) You acknowledge that, in the course of your employment with the Company and during the continuance of the Service Period: (i) you will become familiar, and during the course of your employment by the Company or any of its subsidiaries or affiliates or any predecessor prior to the date of this Agreement, you have become familiar, with trade secrets and customer lists of and proprietary information regarding the business of the Company and its subsidiaries and affiliates and predecessors; (ii) such trade secrets and customer lists of and proprietary information regarding the business of the Company and its subsidiaries and affiliates and predecessors are confidential and the exclusive property of the Company; and (iii) your services have been and will be of special, unique and extraordinary value to the Company. You agree that you will not disclose, divulge, discuss, copy or otherwise use or cause to be used in any manner in competition with, or contrary to the interests of, the Company, the trade secrets and customer lists of and proprietary information regarding the business of the Company and its subsidiaries and affiliates and predecessors.

     (b) You agree that, during your employment with the Company and until the later of: (i) three years after your Separation from Service with the Company or (ii) three years after termination of the Service Period, you will not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, shareholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged in, or assist any other person, firm, corporation or enterprise in engaging or being engaged in, any business then actively being conducted by the Company or any of its subsidiaries or affiliates or any business similar to the businesses then conducted or contemplated to be conducted by the Company or any of its subsidiaries or affiliates.

     (c) You further agree that, during your employment with the Company and until the later of (i) three years after your Separation from Service with the Company or (ii) three years after termination of the Service Period, you will not in any manner, directly or indirectly, induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to quit or abandon his or her employ.

     (d) Nothing in this Section 5 will prohibit you from being: (i) a shareholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 5% of the outstanding equity securities of any class of a corporation or other entity which is publicly traded, so long as you have no active participation in the business of such corporation or other entity.

     (e) In the event you violate any legally enforceable provision of this Agreement as to which there is a specific time period during which you are prohibited from taking certain actions or from engaging in certain activities, as set forth in this

Agreement, then, in such event, the violation shall toll the running of such time period from the date of such violation until the violation ceases.

     (f) You acknowledge that you have carefully considered the nature and extent of the restrictions on you and the rights and remedies conferred on the Company under this Agreement. You further acknowledge and agree that the same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to the Company, do not stifle your inherent skill and experience, would not operate as a bar to your sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to your detriment.

     (g) If, at the time of enforcement of this Section 5, a court holds that the restrictions stated in this Section 5 are unreasonable under circumstances then existing, you and the Company agree that the maximum period, scope or geographical area reasonable under such circumstances will be substituted for the stated period, scope or area and that the court will be allowed to revise the restrictions contained in this Section 5 to cover the maximum period, scope and area permitted by law.

     (h) Nothing in this Section 5 will be deemed to limit or otherwise affect any noncompetition or nonsolicitation or other similar covenant or obligations imposed on you under any other agreement with, or plan or arrangement of, the Company.

     6.  Enforcement . Because your services are unique and because you have access to Confidential Information and work project, you agree that the Company would be damaged irreparably in the event any of the provisions of Section 4 or 5 were not performed in accordance with their specific terms or were otherwise breached and that money damages would be an inadequate remedy for any such non-performance or breach. Therefore, the Company or its successors or assigns will be entitled, in addition to other rights and remedies existing in their favor, to an injunction or injunctions to prevent any non-performance, breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security).

     7.  Representations . You represent and warrant to the Company that (a) the execution, delivery and performance of this Agreement by you does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which you are a party or by which you are bound, (b) you are not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement any other person or entity and (c) upon the execution and delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of you, enforceable in accordance with its terms.

     8.  Survival . Subject to any limits on applicability, Sections 4 and 5 will survive and continue in full force in accordance with their terms, notwithstanding any Separation from Service with the Company or the termination of the Service Period.

     9.  Notices . Any notice provided for in this Agreement must be in writing and must be either personally delivered, sent by reputable overnight carrier or mailed by first class mail, return receipt requested. Any notice to you will be delivered to the last home address on file with the Company, and any notice to the Company should be delivered to:

The J.M. Smucker Company
Strawberry Lane
Orrville, OH 44667-0280
Attention: General Counsel

or such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Any notice under this Agreement will be deemed to have been given when so delivered, sent or mailed.

     10.  Severability . Whenever possible, each provision of this Agreement will be interpreted in a manner as to be effective and valid under applicable law, but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained in this Agreement.

     11.  Complete Agreement . This Agreement embodies the complete agreement and understanding between the parties with respect to the subject matter in this Agreement and effective as of its date supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter in this Agreement in any way.

     12.  Counterparts . This Agreement may be executed in separate counterparts, each of which will be deemed to be an original and both of which taken together will constitute one and the same agreement.

     13.  Successors and Assigns . This Agreement will bind and inure to the benefit of and be enforceable by you, the Company and your or its respective heirs, executors, personal representatives, successors and assigns, except that neither you nor the Company may assign any of your or its rights or delegate any of your or its obligations under this Agreement without the prior written consent of the other party. You consent to the assignment by the Company of all of its rights and obligations in this Agreement to any successor to the Company by merger or consolidation or purchase of all or substantially all of the Company’s assets, provided such transferee or successor assumes the liabilities of the Company in this Agreement.

     14.  Choice of Law . This Agreement will be governed by the internal law, and not the laws of conflicts, of the State of Ohio.

     15.  Amendment and Waiver . This Agreement may be amended only with the prior written consent of the parties, and no course of conduct or failure or delay in enforcing the provisions of this Agreement will affect the validity, binding effect or enforceability of this Agreement.

     16.  Prohibition on Participation . If under any provision of this Agreement you and your dependents become entitled to receive the benefits provided under the Standard Executive Benefits Package and you are not eligible to participate in any of the plans or programs set forth in the Standard Executive Benefits Package, the Company will reimburse you, on a monthly basis, for any premiums or other fees paid by you to obtain benefits (for you and your dependents) equivalent to the Standard Executive Benefits Package.

     17.  Right to Terminate Agreement Upon a Change in Control . Notwithstanding any provision in this Agreement to the contrary, in the event of a Change in Control (as defined from time to time in the Company’s 1998 Equity and Performance Incentive Plan, or any successor to that plan), you will have the right to terminate this Agreement upon 30 days’ written notice to the Company, and upon the Company’s receipt of such notice this Agreement will immediately become null and void and have no further force or effect.

     18.  Claims and Administration . The Claims and Administration procedures set out in Appendix II attached hereto are incorporated herein by reference.

     19.  No Distributions in Excess of IRC §162(m) . Notwithstanding the above provisions, no amount may be distributed pursuant to this Agreement if such amount would not be deductible to the Company under IRC §162(m), as determined by the Board of Directors in its sole discretion, and in accordance with Code §409A and the Treasury regulations promulgated thereunder.

     20.  No Distributions in Violation of Securities Laws . Notwithstanding the above provisions, a payment under the Plan may be delayed if the Company reasonably anticipates that the making of such payment will violate Federal securities laws or other applicable law, in the Company’s sole discretion, provided that the payment is made on the earliest at which the Company reasonably anticipates that the making of the payment will not cause such violation.

     If you agree to the terms set forth above, please sign and date a copy of this Agreement below and return it to the undersigned.

		Very truly yours,
		THE J.M. SMUCKER COMPANY
		By: Name:		/s/ Richard K. Smucker        Richard K. Smucker
		Title:		Executive Chairman and Co-CEO

Accepted and agreed to:
/s/ Timothy P. Smucker   Timothy Smucker				Date: December 19, 2008

Appendix I

     The following definitions will apply for purposes of the letter agreement between Timothy Smucker dated May 1, 2002, as amended and restated effective as of January 1, 2005:

     “Board of Directors” or “Board” means the Board of Directors of the Company.

     “Cause” means:

     (i) your willful and continued failure to perform your duties;

     (ii) gross negligence or willful misconduct by you with respect to the Company or any of its subsidiaries or affiliates;

     (iii) your breach of any of the agreements in Section 4 or 5 prior to the end of your employment with the Company; or

     (iv) your conviction of a felony or a crime involving moral turpitude.

     “Company” means The J.M. Smucker Company.

     “Disabled” or “Disability” means the first to occur of the following conditions:

	(a)		You are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expect to last for a continuous period of not less than 12 months, or
	(b)		You are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under any plan covering employees of the Company, or
	(c)		You have been determined to be totally disabled by the Social Security Administration.

     “Good Reason” means:

     (v) any material diminution by the Board in your salary;

     (vi) the relocation of the Company’s principal executive offices or the requirement by the Company that you change your principal place of employment to any location that is in excess of 35 miles from your principal place of employment on the date of this Agreement; or

     (vii) any breach by the Company of this Agreement that is material and that is not cured within 30 days after written notice to the Company from you.

     “Separation from Service” or “Separate(d) from Service” means a separation from service as defined in IRC §409A, which IRC §409A is incorporated herein by reference, and includes, without limitation, your separation from service with the Company, and related companies, if you die, retire or otherwise have a termination of employment with the Company. However, for purposes of this paragraph, the employment relationship is treated as continuing intact while you are on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as you retain a right to reemployment with the Company under an applicable statute or by contract. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes you to be unable to perform the duties of your position of employment or any substantially similar position of employment, a 29-month period of absence may be substituted for such six-month period.

     “Service Period” means the three-year period beginning on the date of your Separation from Service and ending on its third anniversary date.

     “Specified Employee” refers to an individual defined in IRC §416(i) without regard to paragraph (5) of that Section, as of the date of the individual’s Separation from Service determined as provided in Treasury Regulation §1.409A-1(i).

Appendix II

     (a)  Plan Administrative Committee . The Executive Compensation Committee of the Board of Directors, or its designee, will be the Plan Administrator under this Agreement.

     (b)  Definitions . The following definitions apply for purposes of these Claims Procedures:

     (i) “Adverse Benefit Determination” is any of the following: a denial, reduction or termination of, or a failure to provide or make payment (in whole or in part) for a benefit.

     (ii) “Claimant” is you or your beneficiary who files a claim under this Agreement.

     (c)  Filing Claims . A Claimant must file a written claim for benefits under the Agreement with the Plan Administrator in accordance with the terms of the applicable Plan and federal law. The written claim will be made on such form(s) as may be prescribed from time to time by the Plan Administrator and will include such information as requested on the claims form.

     (d)  Claim Notifications.

     (i) Time for Providing Notification. The Plan Administrator will furnish notice of its benefit determinations under the Agreement in accordance with the following provisions. For purposes of determining the time periods specified below, the period of time within which a benefit determination is required to be made will begin at the time the claim is filed in accordance with the Agreement’s procedures, without regard to whether all the information necessary to make a benefit determination accompanies the filing. In the event a period of time to provide notification is extended due to a Claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination will be tolled from the date on which the notification of the extension is sent to the Claimant until the date on which the Claimant responds to the request for additional information. A Claimant may also voluntarily agree to provide the Plan Administrator additional time within which to make a decision on a claim beyond the time limits specified below.

The Plan Administrator will notify the Claimant of its benefit determination within a reasonable period of time, but not later than 90 days after receipt of the claim. This period may be extended one time by the Plan Administrator for up to 90 days if the Plan Administrator determines that the extension is necessary due to special circumstances and notifies the Claimant, prior to the expiration of the initial 90-day period, of the circumstances requiring the extension of time and the date by which the Plan Administrator expects to render a decision. This date will be not later than 180 days after receipt of the claim.

     (ii) Manner and Content of Notification of Benefit Determination. The Plan Administrator will provide a Claimant with written or electronic notification of any Adverse Benefit Determination. The notification will include the following:

     (A) The specific reason(s) for the Adverse Benefit Determination;

     (B) Reference to the specific Agreement provisions on which the determination is based;

     (C) A description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and

     (D) A description of the Agreement’s review procedures in accordance with the terms of this Agreement and the time limits applicable to such procedures (including the address to which appeals should be mailed), including a statement of the Claimant’s right to bring a civil action following an Adverse Benefit Determination on review.

     (e)  Appeal of Adverse Benefit Determination.

     (i) Review Procedures. If a Claimant is notified of an Adverse Benefit Determination, the Claimant or his authorized representative may make a written request for review of the determination by submitting such request to the Plan Administrator within 60 days after notification of the Adverse Benefit Determination.

A Claimant’s written request for review will be forwarded by the Plan Administrator to the Board of Directors of the Company (other than you and other than the members of the Executive Compensation Committee of the Company) for a full and fair review. No individual will review a claim who reviewed the Claimant’s initial claim for benefits, or who is a subordinate of such individual. The Claimant will be provided the opportunity to submit written comments, documents, records and other information relating to the claim for benefits. The Claimant will also be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits. The Board of Directors will conduct its review without deference to the initial benefit determination and taking into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

     (ii) Timing of Notification of Benefit Determination on Review. The Plan Administrator, or its delegatee, will notify a Claimant of the Plan’s benefit determination on review as follows: For purposes of determining the time periods

specified below, the period of time within which a benefit determination on review is required to be made will begin at the time an appeal is filed in accordance with the Agreement’s procedures, without regard to whether all the information necessary to make a benefit determination on review accompanies the filing.

The Plan Administrator will notify the Claimant of the Plan’s benefit determination on review within a reasonable period of time, but not later than 60 days after receipt by the Plan Administrator of the Claimant’s request for review of an Adverse Benefit Determination or within 120 days if special circumstances require more time and the Plan Administrator, or its delegatee, informs the Claimant within the initial 60 day period of the reason for the delay and the date the Claimant can expect to receive notification of benefit determination on review.

     (f)  Authorized Representative . A Claimant is permitted to designate an authorized representative to act on behalf of a Claimant with respect to a benefit claim or appeal of an Adverse Benefit Determination. Designation of an authorized representative must be made in writing on such form as the Plan Administrator will provide from time to time and must be signed by the Claimant. If a Claimant designates an authorized representative to act on his behalf as provided above, the Plan Administrator will direct all information and notifications to which the Claimant is otherwise entitled to the authorized representative with respect to the aspect of the claim for which the representative is designated (for example, initial determination, request for documents, appeal, etc.), unless the Claimant directs otherwise.

     (g)  Record Retention . The Plan Administrator will maintain records and other relevant documents adequate to demonstrate compliance with the Agreement’s Claims Procedures and processes and to verify appropriately consistent decision-making with respect to initial benefit determinations and review of Adverse Benefit Determinations.

Exhibit 10.3

Since 1897
December 19, 2008

Mr. Richard K. Smucker
The J.M. Smucker Company
Strawberry Lane
Orrville, OH 44667-0280

Dear Richard:

     The purpose of this letter agreement, together with the identical agreement that your brother is signing separately, is to preserve the value of your family’s historical involvement in the business and affairs of the Company in the event of your Separation from Service. Accordingly, this Agreement evidences your commitment to maintain your public representations of the Company for at least three years after Separation from Service, in consideration for the compensation described below, subject to the terms and conditions set forth in this Agreement. This letter agreement is a complete amendment and restatement, effective as of January 1, 2005, of the letter agreement between you and the Company dated May 1, 2002, and brings that agreement into compliance with the provisions of Internal Revenue Code Section (“IRC §”) 409A. Terms not defined herein will have the definitions set forth in Appendix I attached hereto and incorporated herein.

     1.  General . If you Separate from Service with the Company under any circumstances other than those described in Section 3, so long as you comply with Section 2, you will be entitled to receive the following compensation during the Service Period.

     (a) Salary . Your salary will continue at the rate in effect on the date of your Separation from Service, payable at the same times and in the same amounts as if you had not Separated from Service, but in all events within two and one-half months after the end of the calendar year in which the right to the salary vests.

     (b) Bonus . Each time the Company pays annual bonuses to its executives during the Service Period, you will receive a lump sum payment equal to one-half of the annual target award most recently approved for you by the Executive Compensation Committee under the Company’s Management Incentive Plan, payable in all events within two and one-half months after the end of the calendar year in which the right to the bonus vests.

     (c) Options and Restricted Shares . All stock options you hold under any equity incentive plan of the Company will immediately vest and all restricted shares you hold under any equity incentive plan of the Company will continue to vest during the Service Period pursuant to the vesting schedule set forth in the agreements governing the restricted shares.

The J. M. Smucker Company • Strawberry Lane • Orrville, Ohio 44667
Telephone (330) 682-3000 • Fax (330) 684-3370 • www.smuckers.com

     (d) Benefits . You and your eligible dependents will be entitled to receive those benefits and perquisites under all welfare benefit plans of the Company, including, without limitation, medical insurance and life insurance, but excluding stock options, restricted             shares or other equity-based benefits, for which substantially all of the executives of the Company are from time to time generally eligible, as determined from time to time by the Executive Compensation Committee (the “Standard Executive Benefits Package”).

     2.  Public Representation . During the Service Period, you will continue to represent the Company publicly in accordance with the wishes of the Board of Directors, and you will take such other actions as the Board or its designee may reasonably request in order to ensure the continued identification of your family and its values with the Smucker’s brand. Without limiting the generality of the foregoing, during the Service Period you will:

     (a) attend the Annual Meeting,

     (b) participate in employee events,

     (c) appear at promotional events,

     (d) authorize the exclusive use of your name, persona and likeness throughout the Service Period, and thereafter, insofar as your name, persona or likeness is embodied in publicity, advertising or other marketing materials used by the Company at any time before the end of the Service Period,

     (e) participate in high-level meetings with customers and prospective customers of the Company, and

     (f) represent the Company to its other constituents and the communities in which the Company operates, as appropriate.

     3.  Certain Terminations . If your employment terminates because of your death, Disability or Retirement (as defined in Section 3(c)), or if you have an Involuntary Separation from Service (as defined in Section 3(d)), your compensation will be governed by this Section 3.

     (a) Disability . If your employment terminates on account of your having become Disabled , (i) you will be entitled to receive the benefits you would have received during the Service Period as described in Sections 1(a), (b) and (d) for a period of three years beginning, because you are a Specified Employee, six months after the date on which you Separate from Service due to Disability, (ii) all stock options and restricted shares granted to you under any equity incentive plan of the Company will immediately vest, (iii) you will commence receiving your Monthly Retirement Benefit (as defined in the Company’s Top Management Supplemental Retirement Benefit Plan (May 1, 1999 Restatement) (the “SERP”)) under the SERP as of the third anniversary of your Disability, and the Monthly Retirement Benefit will be calculated without regard to the early retirement reduction factors described in Section 2.2 of the SERP, regardless of whether you have reached your Normal Retirement Date (as defined in the SERP), (iv) you will be entitled to receive within two and one-half months of the date on which you

Separate from Service due to Disability any salary which has accrued but is unpaid and any reimbursable expenses which have been incurred but are unpaid, and (v) you will be entitled to any option rights, restricted stock or other equity awards or plan benefits which by their terms extend beyond termination of your employment (but only to the extent provided in any option previously granted to you or any other benefit plan in which you participated as an employee of the Company).