EX-10.1






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,



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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.



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     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.



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     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.



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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




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	 	 	 	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



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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



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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



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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



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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



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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



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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



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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.



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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.



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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.



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     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



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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.



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     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.



19









 





     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






20









 





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



21









 







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.



22









 





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.



23









 





     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.



24









 





     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.



25









 





     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



26









 







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.



27









 





     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.



28









 





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.



29









 





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




	 	 	 	 	 	 	 
	Age	 	Annuitized Benefit	 	Age	 	Annuitized Benefit
	55
	 	$23,491.42
	 	60
	 	$42,614.89
	56
	 	$26,564.16
	 	61
	 	$47,806.26
	57
	 	$29,970.19
	 	62
	 	$53,580.59
	58
	 	$33,750.02
	 	63
	 	$60,010.02
	59
	 	$37,947.97
	 	64
	 	$67,166.35
	 
	 	 	 	65
	 	$75,149.53







30