EX-10.6






Exhibit 10.6




SECOND AMENDMENT TO




THE J. M. SMUCKER COMPANY DEFINED CONTRIBUTION

SUPPLEMENTAL RETIREMENT PLAN




     The J. M. Smucker Company Defined Contribution Supplemental Retirement Plan established
effective May 1, 2008 (the “Plan”) hereby is amended effective May 1, 2008, by the J. M. Smucker
Company (the “Company”).



     WHEREAS, the Company desires to amend the Plan to clarify certain provisions of the Plan.



     NOW, THEREFORE, the Plan is hereby amended to provide as follows:



     1. Section 1.15 is hereby amended and restated in its entirety to provide as follows:




“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).”



     2. Section 4.7 is hereby amended and restated in its entirety to provide as follows:




“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.”



     3. Section 4.8 is hereby amended and restated in its entirety to provide as follows:




“Notwithstanding the above provisions, 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.”



     4. New Sections 4.9, 4.10 and 4.11 are hereby added to the Plan to provide as follows:




“4.9 Distribution of Small Amounts.



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If, at any time following Separation from Service or termination of
employment, a Participant’s benefit under the Plan 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.




4.10 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 of a Participant’s benefit under the Plan 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.




4.11 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.”



     5. A new Section 7.13 is hereby added to the Plan to provide as follows:




“7.13 Compliance with Code §409A.




To the extent applicable, it is intended that this Plan and any
deferrals of compensation made hereunder comply with the provisions
of Code §409A. This Plan and any deferrals or 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



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any other guidance, promulgated with respect to Code §409A by the
U.S. Department of the Treasury or the Internal Revenue Service.”


IN WITNESS WHEREOF, the Company has caused this Second Amendment to the Plan to be executed as of
the 19th day of December, 2008.




	 	 	 	 	 	 	 	 	 
	 	 	The J. M. Smucker Company	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By
	 	   /s/ Richard K. Smucker	 	 	 	 
	 	 	 	 	 	 	 
	 	Executive Chairman and Co-CEO	 	Title	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	“COMPANY”	 	 	 	 







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