EXHIBIT 10.1

                   TERMS OF THE DIRECTOR DEFERRED STOCK UNITS

     Until changed by future resolution of the Executive Compensation Committee,
on October 1st of each year, each non-employee director (each, a "Director") of
The J. M. Smucker Company (the "Company") will be granted deferred stock units
with an aggregate annual value of $60,000 (the "Deferred Stock Units"). The
Deferred Stock Units will be granted upon the following terms and conditions:

o    The number of Deferred Stock Units granted will be determined by dividing
     $60,000 by the average of the high and low sales prices of the common
     shares of the Company as reported on the New York Stock Exchange Composite
     Tape (or any other national securities exchange on which the common shares
     of the Company are listed) on the date of grant or, if there are no sales
     on such day, on the next preceding trading day during which a sale
     occurred.

o    The Deferred Stock Units will vest upon the date of grant.

o    The Deferred Stock Units will be entitled to dividend equivalents, which
     will be reinvested in additional Deferred Stock Units.

o    Payment to the Director of the Deferred Stock Units will be made as soon as
     practical, but in no event more than 60 days, following the earlier of (1)
     a change in control or (2) the Director's termination from service as
     Director.

o    The Deferred Stock Units will be paid to the Director in a lump sum in the
     form of common shares of the Company (on a one-for-one basis).

o    It is intended that the Deferred Stock Units comply with the provisions of
     Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"),
     so as to prevent the inclusion in gross income of any of the Deferred Stock
     Units in a taxable year that is prior to the taxable year in which such
     Deferred Stock Units would otherwise be actually distributed or made
     available to the Director. The Deferred Stock Units will be administered in
     a manner that will comply with Section 409A of the Code, including
     proposed, temporary or final regulations or any other guidance issued by
     the Secretary of the Treasury and the Internal Revenue Service with respect
     thereto.