THE J. M. SMUCKER COMPANY NONEMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2007)

Exhibit 10.5

THE J. M. SMUCKER COMPANY
NONEMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN
(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2007)

ARTICLE I
INTRODUCTION

     1. 1 Purpose of the Plan. The purpose of The J.M. Smucker Company Nonemployee Director Deferred Compensation Plan is to provide the nonemployee Directors of The J. M. Smucker Company (the “Company”) with the opportunity to defer receipt of all or a portion of compensation received for services as a Director and to continue to align the common interest of Directors and shareholders in enhancing the value of the Company’s Common Shares. The Plan has been operated in good faith compliance with the provisions of Code §409A and the Treasury regulations, and other guidance promulgated thereunder, and the Company adopts this amendment and restatement on December 19, 2008, effective January 1, 2007, in order to comply with Code §409A and the regulations and other guidance promulgated thereunder.

ARTICLE II
DEFINITIONS

     As used herein, the terms set forth below shall have the following meanings:

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

     2.2 “Change in Control” has the meaning assigned thereto in the Company’s 2006 Equity Compensation Plan, except that for purposes of Article V, “Change in Control” is modified as provided in Section 5.1.

     2.3 “Code” means the Internal Revenue Code of 1986, as amended.

     2.4 “Committee” means the Executive Compensation Committee of the Board

     2 5. “Common Shares” means the Common Shares, without par value, of the Company.

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

     2.7. “Deferred Compensation Account” has the meaning assigned thereto in Section 3.1 hereof.

     2.8 “Deferred Stock Units” has the meaning assigned thereto in Section 4.1 hereof.

     2.9 “Director” means any nonemployee director of the Company.

     2.10 “Market Value per Share” means, as of any particular date, the average of the high and low sales prices of the Common Shares as reported on the New York Stock Exchange

Composite Tape or, if not listed on such exchange, on any other national securities exchange on which the Common Shares are listed, or if there are no sales on such day, on the immediately preceding trading day during which a sale occurred. If there is no regular trading market for such Common Shares, the Market Value per Share shall be determined by the Board.

     2.11 “Plan” means The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan, as amended from time to time.

ARTICLE III
ELECTIONS BY DIRECTORS

     3.1 Compensation Reduction for 2007 and Later Years. Not later than December 31 of any calendar year, beginning with December 31, 2006 for the calendar year 2007, a Director may, by delivering an annual written election to the Corporate Secretary of the Company, direct the Company (a) to reduce the cash compensation payable to him or her (determined without regard to the provisions of this Section) for services as a Director during the next calendar year (including annual retainer and committee and meeting fees) in such amount as elected by the Director and (b) to credit the cash amount identified in subsection 3.1(a) above to an account established in the name of the Director (a “Deferred Compensation Account”).

     3.2 Partial Years. If a Director first becomes a Director after January 1st of any calendar year, the Director may, by delivering a written election to the Corporate Secretary of the Company, direct the Company (a) to reduce the cash compensation payable to him or her for future services as a Director during the year in such amount as elected by the Director and (b) to credit the amount of such reduction to the Director’s Deferred Compensation Account. Any such election shall be made within 30 calendar days after an individual becomes a Director, and shall apply only to cash compensation for services as a Director performed after the date of such election.

     3.3 Elections. All deferral elections described in this Article shall be made on an election form specified by the Committee and delivered to Corporate Secretary of the Company. The elections described in this Article will remain in effect for future calendar years unless a new written deferral election form is submitted. Any subsequent election or written termination of election shall become effective as of the first day of the calendar year following the calendar year in which the notice is given and is effective only for cash compensation earned in such following calendar year and thereafter. If a Director does not have a deferral election form on file with the Corporate Secretary, he or she will receive his or her Director compensation for the year (that would otherwise be paid in cash) in cash on a current basis.

ARTICLE IV
DEFERRED COMPENSATION ACCOUNTS

     4.1 Deferred Compensation Accounts. Upon reduction of a Director’s cash compensation in a particular year, the Director’s Deferred Compensation Account will be credited with a number of deferred stock units equal to the cash amount that would have been paid to the Director divided by the Market Value per Share of one Common Share on the date on

which such cash amount would have been paid (the “Deferred Stock Units”) The Deferred Stock Units credited to a Director’s Deferred Compensation Account (plus any shares credited pursuant to Section 4.3 below) will represent the number of Common Shares that the Company will issue to the Director at the times provided in Article V.

     4.2 Nonforfeitable Right. Each Director who has elected to have his or her cash compensation reduced under this Plan shall have a nonforfeitable right to the balance from time to time of his or her Deferred Compensation Account and all Deferred Stock Units credited to Deferred Compensation Accounts under this Plan will be 100% vested on the date such Deferred Stock Units are credited to the Director’s Deferred Compensation Account. Each Director’s Deferred Compensation Account shall be subdivided into separate subaccounts for each year of participation (an “Annual Subaccount”).

     4.3 Dividend Equivalents. Dividend equivalents shall be earned on Deferred Stock Units provided under this Plan. Such dividend equivalents shall be converted into equivalent amounts of Deferred Stock Units and credited to each Director. Such dividend equivalents will be 100% vested at all times and will be paid as provided in Section 5.1(b) below.

ARTICLE V
PAYMENT OF ACCOUNTS

     5.1. Time of Payment .

     (a) Distribution of each Annual Subaccount included in a Director’s Deferred Compensation Account shall commence or be made in the manner described in Section 5.2 hereof as soon as is reasonably practicable, but not later than 60 calendar days, after a Director’s “separation from service” (as defined under Section 409A of the Code and Treasury Regulation Section §1.409A-1(h)(2), (“Separation from Service”)), except for any delay in payments required by Section 409A of the Code, as provided in Section 5.6 of the Plan. Notwithstanding anything to the contrary contained in this Plan (or in any election relating to this Plan), (i) if the aggregate amount credited to any Director’s Deferred Compensation Account is less than $50,000 on the date of the Director’s Separation from Service, or (ii) if a Change in Control of the Company occurs (but only to the extent the event constitutes a “change in the ownership or effective control” of the Company, or “in the ownership of a substantial portion of the assets” of the Company (as determined under Section 409A of the Code and the regulations promulgated thereunder)), the distribution of the Director’s entire Deferred Compensation Account shall be made, as soon as practicable, but not later than sixty (60) calendar days, except for any delay in payments required by Section 409A of the Code, as provided in Section 5.6, in a lump sum upon Separation from Service or the date of the Change in Control, as the case may be.

     (b) Notwithstanding anything to the contrary contained in this Plan (or in any election relating to this Plan), dividend equivalents credited to a Director pursuant to Section 4.3 above shall be paid to the Director in a single lump sum as soon as is reasonably practicable, but not later than 60 calendar days, after a Director’s Separation from Service, except for any delay in payment required by Section 409A of the Code