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

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:

     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 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