UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

THE J. M. SMUCKER COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

THE J. M. SMUCKER COMPANY

STRAWBERRY LANE

ORRVILLE, OHIO 44667-0280

July 10, 2006

Dear Shareholder:

      You are cordially invited to attend The J. M. Smucker Company’s Annual Meeting of Shareholders at 11:00 a.m., Eastern Daylight Time, on Thursday, August 17, 2006, in Fisher Auditorium at the Ohio Agricultural Research and Development Center, 1680 Madison Avenue, Wooster, Ohio. A Notice of the Annual Meeting and the proxy statement follow. Please review this material for information concerning the business to be conducted at the meeting and the nominees for election as Directors.

      If you were a shareholder of record as of the close of business on June 19, 2006, you will also find enclosed a proxy card or cards and an envelope in which to return the card(s). Your vote is very important. Whether or not you plan to attend the meeting, please complete, sign, date, and return your enclosed proxy card(s), or vote over the phone or the Internet, at your earliest convenience. This will ensure representation of your common shares at the annual meeting if you are unable to attend. You may, of course, withdraw your proxy and change your vote prior to or at the Annual Meeting by following the steps described in the proxy statement. For more information concerning voting by proxy, please see the section of the proxy statement entitled “Questions and Answers About the Annual Meeting and Voting.”

THE J. M. SMUCKER COMPANY

STRAWBERRY LANE

ORRVILLE, OHIO 44667-0280

NOTICE OF 2006 ANNUAL MEETING OF SHAREHOLDERS

Orrville, Ohio, July 10, 2006

THE J. M. SMUCKER COMPANY

STRAWBERRY LANE

ORRVILLE, OHIO 44667-0280

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 17, 2006

PROXY SOLICITATION AND COSTS

      The J. M. Smucker Company (the “Company” or “Smucker”) is furnishing this document to you in connection with the solicitation by the Board of Directors (the “Board”) of Smucker of the enclosed form of proxy for its August 17, 2006 annual meeting. In addition to solicitation by mail, the Company may solicit proxies in person, by telephone, facsimile, or e-mail. Also, the Company has engaged a professional proxy solicitation firm, D. F. King & Co., Inc., to assist it in soliciting proxies. The Company will pay a fee of approximately $9,000, plus expenses, for its services and will bear all costs of the proxy solicitation.

      The Company pays for the preparation and mailing of the Notice of Annual Meeting and proxy statement. Smucker has also made arrangements with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of this proxy statement and other meeting materials to the beneficial owners of its common shares at its expense. This proxy statement is dated July 10, 2006, and is first being mailed to Smucker shareholders on or about July 10, 2006.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

What is a proxy?

      A proxy is your legal designation of another person (the “proxy”) to vote the common shares you own. By completing and returning the enclosed proxy card(s), which identifies the individuals or trustees authorized to act as your proxy, you are giving each of those individuals authority to vote your common shares as you indicate on the proxy card(s).

Why did I receive more than one proxy card?

      You will receive multiple proxy cards if you hold your common shares in different ways (e.g., trusts, custodial accounts, joint tenancy) or in multiple accounts. If your common shares are held by a broker or bank (i.e., in “street name”), you will receive your proxy card and other voting information from your broker, bank, trust or other nominee and should return your proxy card to them pursuant to their directions. You should complete, sign, date, and return your proxy card(s), or vote by telephone or by using the Internet as described in each proxy card you receive.

What is the record date and what does it mean?

      The Company’s Board of Directors established June 19, 2006 as the record date for the annual meeting of shareholders to be held on August 17, 2006. Shareholders who own common shares of Smucker at the close of business on the record date are entitled to notice of and to vote at the annual meeting.

What is the difference between a “registered shareholder” and a “street-name” holder?

      These terms describe how your common shares are held. If your common shares are registered directly in your name with Computershare Investor Services, Smucker’s transfer agent, you are a “registered

shareholder.” If your common shares are held in the name of a brokerage, bank, trust, or other nominee as a custodian, you are a “street-name” holder.

How many common shares are entitled to vote at the meeting?

      As of the record date, there were 57,140,448 common shares outstanding and entitled to vote at the annual meeting.

How many votes must be present to hold the annual meeting?

      A majority of Smucker’s outstanding common shares as of the June 19, 2006 record date must be present in person or by proxy in order for the Company to hold the annual meeting. This majority of outstanding common shares is referred to as a quorum. For purposes of determining whether a quorum is present, each common share is deemed to entitle the holder to one vote per share. Properly signed proxy cards that are marked “abstain” are known as “abstentions.” Properly signed proxies that are held in street name (e.g., by a broker, bank, trust or other nominee) and not voted on one or more of the items before the annual meeting, but are otherwise voted on at least one item, are known as “broker non-votes.”

      Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. Abstentions are also counted as shares present and entitled to be voted. Broker non-votes, however, are not counted as shares present and entitled to be voted with respect to the matter on which the broker has expressly not voted. Thus, except for Proposal 3, broker non-votes will not affect the outcome of any of the matters being voted upon at the meeting. With regard to Proposal 3, abstentions and broker non-votes will have the same effect as votes against the proposal, unless the total votes cast for or against the proposal represent more than 50% in interest of all securities entitled to vote on the proposal. In that case, abstentions and broker non-votes will not have any effect on the result of the vote.

Who will count the votes?

      A representative from Computershare Investor Services, Smucker’s transfer agent, will determine if a quorum is present and tabulate the votes and serve as the Company’s inspector of election at the annual meeting.

What vote is required to approve each proposal?

      Proposal 1: The four candidates receiving the greatest number of votes, based upon one vote for each common share owned as of the record date, will be elected. Votes withheld in respect of any candidate in the election of Directors will have no impact on the election.

      Proposal 2: The affirmative vote of the holders of at least a majority of the total voting power of the Company, based upon one vote for each common share owned as of the record date, is necessary to ratify the Audit Committee’s appointment of the Independent Registered Public Accounting Firm (hereinafter referred to as the “independent auditors”). As discussed in more detail elsewhere in this proxy statement, the Audit Committee does not presently intend to reconsider its appointment of the Independent Registered Public Accounting Firm unless the proposal receives the affirmative vote of less than a majority of the votes cast at the meeting.

      Proposal 3: The proposal to approve The J. M. Smucker Company 2006 Equity Compensation Plan requires the affirmative vote of a majority of the votes cast at the meeting, giving effect to the ten-votes-per-share provision of Smucker’s Amended and Restated Articles of Incorporation, provided that the total votes cast on the proposal represents over 50% in interest of all securities entitled to vote on the proposal.

How do I vote my common shares?

      If you are a registered shareholder, you can vote your proxy in the following manner:

      Please refer to the specific instructions set forth on the enclosed proxy card(s).

      If you hold your common shares in street name, your broker, bank, trustee or other nominee will provide you with materials and instructions for voting your common shares.

Can I change my vote after I have mailed in my proxy card?

      Yes, if you are a registered shareholder, you may revoke your proxy in any of the following ways:

      Your mere presence at the annual meeting will not revoke your proxy. You must take affirmative action in order to revoke your proxy.

      If your common shares are held in street name, you must contact your broker, bank, trust or other nominee in order to revoke your proxy. If you wish to vote in person at the annual meeting, you must contact your broker and request a document called a “legal proxy.” You must bring this legal proxy obtained from your broker, bank, trust or other nominee to the annual meeting in order to vote in person.

What are the Board’s recommendations on how I should vote my common shares?

      The Board recommends that you vote your common shares as follows:

      Proposal 1 — FOR the election of the four Board of Directors nominees with terms expiring at the 2009 Annual Meeting of Shareholders.

      Proposal 2 — FOR the ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm of Smucker for the 2007 fiscal year.

      Proposal 3 — FOR the approval of The J. M. Smucker Company 2006 Equity Compensation Plan.

Who may attend the meeting?

      All shareholders are eligible to attend the meeting; however, only those shareholders of record at the close of business on June 19, 2006 are entitled to vote at the meeting.

Do I need an admission ticket to attend the meeting?

      Tickets are not required to attend the meeting. If you are a registered shareholder, properly mark your proxy card to indicate that you will be attending the meeting. If you hold your shares in nominee or street name, you are required to bring evidence of share ownership to the meeting (e.g., account statement, broker verification).

What type of accommodations can the Company make at the annual meeting for people with disabilities?

      The Company can provide reasonable assistance to help you participate in its annual meeting if you tell the corporate secretary about your disability and how you plan to attend. Please call or write the corporate secretary of Smucker at least two weeks before the annual meeting at 330-684-3838 or Strawberry Lane, Orrville, Ohio 44667.

Does Smucker have cumulative voting?

      Under Ohio law, all of the common shares may be voted cumulatively in the election of Directors if a shareholder of record wishing to exercise cumulative voting rights provides written notice to the Company’s president, one of its vice presidents, or the corporate secretary not less than 48 hours before the time of the meeting if notice of the meeting has been given at least ten days before the meeting. The notice must state that the shareholder desires that the voting at the election be cumulative. Also, an announcement of the Company’s receipt of the shareholder’s intent to exercise cumulative voting rights must be made when the meeting is convened by the chairman or the corporate secretary or by or on behalf of the shareholder giving the notice. Under cumulative voting, the number of votes to which each shareholder otherwise is entitled is multiplied by the number of Directors to be elected, and the shareholder then may cast that aggregate number of votes all for one nominee, or may divide them out among the nominees as the shareholder deems appropriate.

      The Company intends to vote all proxies solicited whether or not there is cumulative voting at the meeting. In the event that there is cumulative voting, unless a shareholder provides contrary instructions on his, her or its proxy card, all votes represented by proxy cards will be divided evenly among the nominees named in this document, unless it appears that voting in that way would not be effective to elect all of those nominees. In that case, the votes represented by proxies will be cast as recommended by the Board of Directors at the annual meeting so as to maximize the number of nominees elected.

ELECTION OF DIRECTORS

(Proposal 1 on the proxy card)

      Unless instructed otherwise, the proxies intend to vote FOR the election of Paul J. Dolan, Nancy Lopez, Gary A. Oatey, and Timothy P. Smucker, as Directors, each for a term of three years. Messrs. Paul J. Dolan, Gary A. Oatey and Timothy P. Smucker, comprise the class of Directors whose term of office expires this year and whose members are standing for re-election at the 2006 annual meeting. Ms. Lopez has been nominated by the Board to stand for election at the 2006 annual meeting.

      After many years of distinguished service, Fred A. Duncan and Charles S. Mechem, Jr. will be retiring from the Board at the August 2006 Board meeting. The Company appreciates Mr. Duncan’s and Mr. Mechem’s years of service and thanks them for their guidance during their tenure with the Board.

      In the event of the death or inability to act of any of the nominees for Directors, the proxy with respect to such nominee or nominees will be voted for such other person or persons as the Board of Directors may recommend. The Company has no reason to believe that the persons listed as nominees for Directors will be unable to serve.

      The members of the Board of Directors, including those who are nominees for election, with information as to each of them based on data furnished to the Company by these persons as of June 30, 2006, are as follows:

Nominees For Election as Directors Whose Proposed Terms Would Expire at the 2009 Annual Meeting

Directors With Terms Expiring at the 2006 Annual Meeting

Directors With Terms Expiring at the 2007 Annual Meeting

Directors With Terms Expiring at the 2008 Annual Meeting

CORPORATE GOVERNANCE

Corporate Governance Guidelines

      The Company’s corporate governance guidelines are designed to formalize the Board’s role and to confirm its independence from management and its role of aligning management and Board interests with the interests of shareholders. The corporate governance guidelines provide in pertinent part that:

      The Company’s corporate governance guidelines are posted on its website at www.smuckers.com. A copy will be provided free of charge to any shareholder submitting a written request to Shareholder Relations, The J. M. Smucker Company, Strawberry Lane, Orrville, Ohio 44667.

Shareholder Recommendations For Director Nominees

      The Nominating and Corporate Governance Committee is responsible for identifying and recommending qualified candidates to the Board for nomination. The Committee considers all suggestions for membership on the Board of Directors, including nominations made by the Company’s shareholders. Shareholders’ nominations for Directors must be made in writing, must include the nominee’s written consent to the nomination and detailed background information sufficient for the Committee to evaluate the nominee’s qualifications. Nominations should be submitted to the corporate secretary at The J. M. Smucker Company, Strawberry Lane, Orrville, Ohio 44667. The corporate secretary will then forward nominations to the Chair of the Nominating and Corporate Governance Committee. All recommendations must include qualifications which meet, at a minimum, the following criteria:

      When filling a vacancy on the Board, the Nominating and Corporate Governance Committee shall consider such additional factors as it deems appropriate. Smucker does not currently pay fees to any third party to assist in identifying and evaluating candidates for the Board of Directors.

Director Independence

      Smucker requires that a majority of its Directors be “independent” as defined by the rules of the New York Stock Exchange, the Securities and Exchange Commission, and may in the future amend its corporate governance guidelines to establish such additional criteria as the Board may determine to be appropriate. The Board makes a determination as to the independence of each Director on an annual basis. The Board has determined that the following seven Directors are independent Directors: R. Douglas Cowan, Kathryn W. Dindo, Paul J. Dolan, Elizabeth Valk Long, Charles S. Mechem, Jr., Gary A. Oatey, and William H. Steinbrink.

      In general, “independent” means that a Director has no material relationship with Smucker or any of its subsidiaries. The existence of a material relationship is determined upon a review of all relevant facts and circumstances and generally is a relationship that might reasonably be expected to compromise the Director’s ability to maintain his or her independence from management.

      The Board considers the issue of materiality from the standpoint of the persons or organizations with which the Director has an affiliation, as well as from the standpoint of the Director.

      The following standards will be applied by the Board of Directors of Smucker in determining whether individual Directors qualify as “independent” under the rules of the New York Stock Exchange. References to Smucker include its consolidated subsidiaries.

      The value of the services purchased from Jones Day in fiscal year 2006 does not exceed the greater of $1,000,000 or 2% of Jones Day’s consolidated gross revenues.

      The value of the services, electricity and natural gas, purchased from FirstEnergy and its affiliates in fiscal year 2006 does not exceed the greater of $1,000,000 or 2% of FirstEnergy’s consolidated gross revenues.

      The value of advertising and promotional activities sponsored with the Cleveland Indians’ organization in fiscal year 2006 does not exceed the greater of $1,000,000 or 2% of the Cleveland Indians’ gross revenues.

      The value of the services purchased from The Davey Tree Expert Company in fiscal year 2006 does not exceed the greater of $1,000,000 or 2% of The Davey Tree Expert Company’s consolidated gross revenues.

Communications with the Board

      Interested parties who wish to communicate with members of the Board as a group, with nonemployee Directors as a group, or with individual Directors, may do so by writing to Board Members c/o corporate secretary, The J. M. Smucker Company, Strawberry Lane, Orrville, Ohio 44667. The Directors have requested that the corporate secretary act as their agent in processing any communications received. All communications that relate to matters that are within the scope of responsibilities of the Board and its Committees will be forwarded to the appropriate Directors. Communications relating to matters within the responsibility of one of the Committees of the Board will be forwarded to the Chair of the appropriate Committee. Communications relating to ordinary business matters are not within the scope of the Board’s responsibility and will be forwarded to the appropriate officer at Smucker. Solicitations, advertising materials, and frivolous or inappropriate communications will not be forwarded.

Policy on Ethics and Conduct

      Ethics is one of Smucker’s Basic Beliefs and, as a Basic Belief, is fundamental to Smucker’s business. Smucker emphasizes that ethical conduct is vital to ensure successful, sustained business relationships.

      Smucker’s Policy on Ethics and Conduct applies to all employees and Directors of the Company, its subsidiaries, and its affiliates. The policy details specifics concerning the manner in which employees and Directors are expected to conduct themselves and, imposes on each person the responsibility for making ethical choices.

      Any changes to this policy and any waivers of this policy for or on behalf of any Director, executive officer, or senior financial officer of the Company must be approved by the Board, or by a committee of the Board, to which authority to issue such waivers has been delegated by the Board. Any such waivers will be promptly disclosed to the public, as required by applicable law. Waivers of this policy for any other employee may be made only by an authorized officer of the Company. Waivers of the Policy on Ethics and Conduct will be disclosed on the Company’s website at www.smuckers.com.

      The Policy on Ethics and Conduct is posted on the Company’s website at www.smuckers.com. A copy will be provided free of charge to any shareholder submitting a written request to Shareholder Relations, The J. M. Smucker Company, Strawberry Lane, Orrville, Ohio 44667.

      The Board has established means for employees to report violations of the policy either with their manager or supervisor, or with the general counsel. Reports to the general counsel may be made in writing, by phone, or in person, and may be submitted anonymously through the Company’s hotline.

BOARD OF DIRECTORS AND COMMITTEE MEETINGS

Board of Directors

      During the 2006 fiscal year, there were four meetings of the Company’s Board of Directors. All Directors are required to, and did, attend at least 75% of the total number of Board and Committee meetings for which they were eligible. Additionally, all Directors attended the August 2005 annual meeting, with the exception of Mr. Dolan who was elected to the Board in April 2006. The Board of Directors has a Nominating and Corporate Governance Committee, an Executive Compensation Committee, and an Audit Committee.

      All of the Committees are comprised entirely of independent Directors in accordance with the New York Stock Exchange listing standards. Charters for each Committee are posted on the Company’s website at www.smuckers.com. A copy will be provided free of charge to any shareholder submitting a written request to Shareholder Relations, The J. M. Smucker Company, Strawberry Lane, Orrville, Ohio 44667. The table below shows members of each of the Committees during fiscal year 2006. If elected to the Board, Ms. Lopez will serve on the Nominating and Corporate Governance Committee. Upon Mr. Mechem’s retirement from the Board, Mr. Oatey will become Chair of the Nominating and Corporate Governance Committee.

Director Compensation

      Directors who are employees of Smucker receive no compensation for their services as a Director. In fiscal year 2006, the Company’s nonemployee Directors were eligible to receive the following compensation for their services:

      During fiscal year 2006, nonemployee Directors elected to receive all or 50% of their annual retainer and committee fees in the form of deferred stock units under Smucker’s Amended and Restated Nonemployee Director Stock Plan, which was approved by shareholders at the August 2004 annual meeting. All deferred stock units, together with dividends credited on those deferred stock units, are paid out in the form of common shares upon termination of service as a nonemployee Director.

      In 2001, the shareholders of Smucker approved the implementation of a Nonemployee Director Stock Option Plan. The plan is designed to provide additional compensation for nonemployee Directors of Smucker and to attract and retain candidates of the highest quality to serve on the Board. At the April 2004 meeting of the Executive Compensation Committee, the Committee, as part of the compensation structure set forth in the above summary, approved an increase in the annual grant of stock options (made annually in September) to each eligible nonemployee Director from 1,500 options to 2,000 options, unless otherwise determined by the Executive Compensation Committee. Such increase in options was effective for fiscal year 2005. The options granted under this plan vest fully six months after the date of grant and have a term of ten years.

      At its April 2006 meeting, the Executive Compensation Committee and the Board of Directors approved an increase in the compensation paid to its nonemployee Directors effective October 1, 2006. The increase in compensation paid to nonemployee Directors is based on a review of director compensation conducted by the Company’s outside compensation consultant, concurrent with the Company’s biannual range review of executive compensation. This independent review of directors’ compensation was compared to a peer group of food industry companies. Based on this independent data, a decision was made to increase the pay for Smucker’s nonemployee Directors to provide compensation more competitive to relative current market conditions. After implementation of these increases, Director compensation will be at the 52nd percentile of its peer group. Effective October 1, 2006, compensation for nonemployee Directors will be as follows:

      The annual grant of deferred stock units having a value of $60,000 will be issued out of The J. M. Smucker Company 2006 Equity Compensation Plan, subject to shareholder approval of the Plan. All deferred stock units, together with dividends credited on those deferred stock units, will be paid out in the form of common shares upon termination of services as a nonemployee Director.

      Smucker provides transportation to and from Board and Committee meetings for its nonemployee Directors via the Company’s aircraft or commercial airlines as appropriate. Periodically, a Director’s spouse will be included in these transportation arrangements. The total cost of transportation for spouses of nonemployee Directors for fiscal year 2006 was less than $10,000.

      The Board does not have specific guidelines for share ownership by Directors, but believes that the ownership of the Company’s common shares shall be a matter of conscience for each Director and encourages each Director to own a reasonable number of Smucker common shares.

Executive Sessions and Presiding Director

      In its 2006 fiscal year, the Board held three regularly scheduled executive sessions in which only the independent Directors were present. As provided in the Company’s corporate governance guidelines as in effect during the 2006 fiscal year, these meetings were chaired by the Chair of the Nominating and Corporate Governance Committee and were held in conjunction with regularly scheduled meetings of the Board. There is no executive session held on the day of the annual shareholders’ meeting, unless otherwise specifically requested by a Director.

Nominating and Corporate Governance Committee

      The Nominating and Corporate Governance Committee has three members and met three times during the 2006 fiscal year. The principal functions of this Committee include:

      The Nominating and Corporate Governance Committee charter is posted on the Company’s website at www.smuckers.com. A copy will be provided free of charge to any shareholder submitting a written request to Shareholder Relations, The J. M. Smucker Company, Strawberry Lane, Orrville, Ohio 44667. The Nominating and Corporate Governance Committee believes this charter is an accurate and adequate statement of the Committee’s responsibilities and the Committee will review this charter on an annual basis to confirm that it continues to be an accurate and adequate statement of such responsibilities.

Executive Compensation Committee

      The Executive Compensation Committee currently has four members, including Mr. Dolan, who joined the Board in April 2006, and Mr. Mechem, who will be retiring from the Board in August 2006. The Committee met four times during the 2006 fiscal year. The principal functions of this Committee include:

      The Executive Compensation Committee operates under a written charter, which was revised in January 2005. This charter is posted on the Company’s website at www.smuckers.com. A copy will be provided free of charge to any shareholder submitting a written request to Shareholder Relations, The J. M. Smucker Company, Strawberry Lane, Orrville, Ohio 44667. The Executive Compensation Committee believes the charter is an accurate and adequate statement of the Committee’s responsibilities. The Committee will review this charter on an annual basis to confirm that it continues to be an accurate statement of such responsibilities. A more detailed report of the Executive Compensation Committee is set forth below under the heading “Report of the Executive Compensation Committee.”

Audit Committee

      The Audit Committee has three members and met nine times during the 2006 fiscal year, including four telephonic meetings, during the 2006 fiscal year to review Smucker’s quarterly filings on Form 10-Q and annual filing on Form 10-K. The principal functions of this Committee include:

      As part of her responsibilities, the Chair of the Audit Committee meets quarterly with Smucker management and independent auditors to review earnings release information.

      In addition, the Audit Committee reviewed the financial literacy of each of its members, as required by the listing standards of the New York Stock Exchange, and determined that each of its members meet the criteria established by the stock exchange. The Audit Committee also reviewed the definition of an “audit committee financial expert” as set forth in the Sarbanes-Oxley Act of 2002 and determined that two of its members, Kathryn W. Dindo and R. Douglas Cowan, satisfy the criteria of an audit committee financial expert under the Act. The Board of Directors adopted a resolution at its April 2006 meeting designating Ms. Dindo and Mr. Cowan as “financial experts,” within the meaning of the Sarbanes-Oxley Act of 2002.

      A more detailed report of the Audit Committee is set forth below under the heading “Report of the Audit Committee.” The Audit Committee operates under a written charter, which was revised in January 2005. This charter is posted on the Company’s website at www.smuckers.com. A copy will be provided free of charge to any shareholder submitting a written request to Shareholder Relations, The J. M. Smucker Company, Strawberry Lane, Orrville, Ohio 44667. The Audit Committee believes the charter is an accurate and adequate statement of the Audit Committee’s responsibilities. The Audit Committee will review this charter on an annual basis to confirm that it continues to be an accurate and adequate statement of such responsibilities.

REPORT OF THE AUDIT COMMITTEE

      The Audit Committee is composed of three independent Directors, each of whom satisfies the independence requirement of Rule 10A-3 under the Securities Exchange Act of 1934, and serves as the primary communication link between the Board of Directors as the representative of the shareholders, on the one hand, and the Company’s Independent Registered Public Accounting Firm, Ernst & Young, LLP, and the Company’s internal auditors, on the other hand. Management has the primary responsibility for financial statements and the reporting process, including the systems of internal control.

      In fulfilling its responsibilities, the Audit Committee reviewed with management the financial statements and related disclosures included in Smucker’s quarterly reports on Form 10-Q, and the audited financial statements and related financial statement disclosures included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2006. Also, the Audit Committee reviewed with the independent auditors their judgments as to both the quality and the acceptability of Smucker’s accounting principles. The Audit Committee’s review with the independent auditors included a discussion of other matters required under U.S. generally accepted auditing standards, including those matters required by the Statement on Auditing Standards No. 61, Communication With Audit Committees, and by the Sarbanes-Oxley Act of 2002.

      The Audit Committee received the written disclosures from the independent auditors required by the Independence Standards Board Statement No. 1, and has discussed those disclosures with the independent auditors. The Audit Committee also has considered the compatibility of non-audit services with the auditors’ independence.

      The Audit Committee discussed with Smucker’s internal and independent auditors the overall scope and plans for their respective audits and reviewed Smucker’s plans for compliance with the management certification requirements pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Committee met with the internal and independent auditors to discuss the results of the auditors’ examinations, their evaluation of Smucker’s internal controls, including a review of the disclosure control process as well as the overall quality of Smucker’s financial reporting. The Audit Committee, or the Committee Chair, also preapproved services provided by Ernst & Young LLP during the 2006 fiscal year.

      In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Smucker’s Annual Report on Form 10-K for the fiscal year ended April 30, 2006. The Audit Committee authorized the appointment of Ernst & Young LLP as Smucker’s Independent Registered Public Accounting Firm for the 2007 fiscal year.

SERVICE FEES PAID TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      The following table summarizes the aggregate fees, including out of pocket expenses, billed by Ernst & Young LLP for the years ended April 30, 2006 and 2005:

AUDIT COMMITTEE PREAPPROVAL POLICIES AND PROCEDURES

      The Audit Committee charter, as well as the policies and procedures adopted by the Audit Committee, require that all audit and permitted non-audit services provided by the independent auditors be preapproved by the Audit Committee. These services may include audit services, audit-related services, tax services and, in limited circumstances, other services. The Audit Committee’s preapproval identifies the particular type of service and is subject to a specific engagement authorization.

      Should it be necessary to engage the independent auditors for additional, permitted services between scheduled Committee meetings, the Chair of the Audit Committee has been delegated the authority to approve up to $200,000 for additional services for a specific engagement. The Committee Chair then reports such preapproval at the next meeting of the Audit Committee. The approval policies and procedures of the Committee do not include delegation of the Audit Committee’s responsibility to management.

      All of the services described above were approved by the Audit Committee or the Committee Chair before Ernst & Young LLP was engaged to render the services or otherwise in accordance with the approval process adopted by the Audit Committee.

COMMUNICATIONS WITH THE AUDIT COMMITTEE

      The Company’s Policy on Ethics and Conduct has established procedures for confidential, anonymous complaints by employees and from third parties received by Smucker regarding accounting, internal accounting controls or auditing matters. The Policy on Ethics and Conduct is posted on the Company’s website at www.smuckers.com. A copy will be provided free of charge to any shareholder submitting a written request to Shareholder Relations, The J. M. Smucker Company, Strawberry Lane, Orrville, Ohio 44667.

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

(Proposal 2 on proxy card)

      The Audit Committee has appointed Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending April 30, 2007. The Audit Committee has requested that the shareholders ratify this decision. Ernst & Young LLP has served as Smucker’s independent auditors since 1955.

      The Audit Committee’s selection of the Company’s Independent Registered Public Accounting Firm is not required by Smucker’s Code of Regulations or otherwise to be submitted to a vote of the shareholders for ratification. In addition, the Sarbanes-Oxley Act of 2002 requires the Audit Committee to be directly responsible for the appointment, compensation and oversight of the audit work of the Company’s independent auditors. However, Smucker’s Board of Directors is submitting the selection of Ernst & Young LLP to shareholders for ratification as a matter of good corporate practice. In light of that fact, while Smucker’s Code of Regulations provides that actions of the Directors may be ratified by the affirmative vote of a majority of the outstanding shares, the Audit Committee does not presently intend to reconsider whether to retain Ernst & Young LLP based upon the results of this vote unless the proposal fails to receive a majority of the votes cast at the meeting. If the Audit Committee determines to reconsider this appointment, it may retain that firm or another without re-submitting the matter to shareholders. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

      A representative of Ernst & Young LLP will be present at the meeting with an opportunity to make a statement if so desired and to respond to appropriate questions with respect to that firm’s examination of Smucker’s financial statements and records for the fiscal year ended April 30, 2006.

REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE

      The Executive Compensation Committee of the Board of Directors is composed of four independent Directors, all of whom meet the independence requirements of the New York Stock Exchange. Mr. Dolan was appointed to the Executive Compensation Committee at the time of his election to the Board in April 2006. The first Executive Compensation Committee meeting Mr. Dolan attended was the June 13, 2006 meeting. The Executive Compensation Committee is responsible for establishing, overseeing and reviewing Smucker’s executive compensation policies and the compensation and benefits for executive officers of Smucker on an annual basis. The Executive Compensation Committee evaluates Smucker’s performance and all compensation paid to its executive officers on an ongoing basis.

Compensation Philosophy

      The Executive Compensation Committee believes that an effective executive compensation program must have two parts.

      First, the compensation program should have a cash component that is competitive enough to retain highly qualified executives while also providing performance-based incentives. The Committee believes that Smucker’s base salary structure, management incentive plan, supplemental executive retirement plan, and voluntary deferred compensation plan combine to meet these requirements.

      Second, the compensation program should have an equity-based component in order to provide long-term incentives and ensure that management’s long-term interests are aligned with those of other Smucker shareholders. The equity-based components of the compensation program are currently provided by the Restricted Stock Bonus Plan, the 1987 Stock Option Plan, and the 1998 Equity and Performance Incentive Plan, as amended and restated effective as of June 6, 2005. If approved by the shareholders, The J. M. Smucker Company 2006 Equity Compensation Plan, attached hereto as Annex A, will replace each of the plans noted above.

Outside Compensation Consultant

      To assist it in fulfilling its obligations, the Committee works with a nationally recognized compensation consulting firm that routinely advises the Committee on matters that come before it and provides the Committee independent analysis regarding competitive market-based salaries for key officers. The Committee meets with its outside consultant on a regular basis and in executive session upon the request of the Committee. The Committee’s outside consultant also provides services for the Company with respect to various other compensation matters.

Salaries

      Base compensation for all salaried positions at Smucker, including executive officers, is determined by reference to individual performance and position within the salary range for the particular job classification. Smucker’s human resources department develops the salary ranges and classifications with assistance from outside consultants to ensure that the overall salary structure and benefit package remains competitive. Smucker’s goal with regard to salaries and total compensation is to provide a structure that is competitive with other comparably sized companies.

      Smucker generally targets its salary ranges at approximately the median of companies with comparable revenues across a broad spectrum of industries, and the ranges approved by the Executive Compensation Committee for the current fiscal year are consistent with that target goal.

      Although the salary ranges for the officers are recommended by the human resources department based on its own research and the advice of outside consultants, the salary ranges for all officers, including executive officers, are regularly reviewed by the Committee and are subject to its approval, as are any changes to an individual officer’s salary grade level. The Committee also reviews, on an annual basis, the perquisites provided to the Company’s officers.

      No less often than every other year, the Executive Compensation Committee requests that its outside compensation consultant conduct a formal review of appropriate salary ranges, as well as management incentive plan target ranges and equity-based compensation for officers of Smucker. In 2006, the outside compensation consultant to the Committee conducted a full review of salaries for officers of Smucker. This review included a formal analysis of pay levels based on companies with comparable revenues across a broad spectrum of industries. The resulting study, presented to the Committee at its April 2006 meeting, indicated that the salary ranges for officers of Smucker were below the median of similarly sized companies, while management incentive bonuses and equity-based compensation opportunities were in line with the Company’s market median pay target. Based upon the conclusions of the outside consultant’s report, the Executive Compensation Committee, in April 2006, approved revised salary ranges for officers of Smucker to be effective May 1, 2006.

      Management’s salary recommendations for individual officers of Smucker, including executive officers, are submitted to the Executive Compensation Committee for consideration at its April meeting. These recommendations generally are based upon the salary increase guidelines that have been determined by management for all corporate salaries as part of the planning and budgeting process for the coming fiscal year.

      Tim Smucker, Smucker’s Chairman, and Richard Smucker, Smucker’s President, operate jointly as Co-Chief Executive Officers. Management submitted no recommendation concerning a salary increase for Tim

Smucker or Richard Smucker. The Committee respected the request of the Co-Chief Executive Officers that their increases be less than the Company’s salary increase guidelines and less than the level of increases suggested for the officer group as a whole so as to allow additional salary increases for certain individuals demonstrating superior performance while remaining within corporate salary increase guidelines. As a result, the Executive Compensation Committee determined that each of them should be given a salary increase of 2.9% for fiscal 2007.

      Factors considered when assessing executive officers’ performance for salary compensation purposes, including Tim Smucker and Richard Smucker, include, in no particular order:

These factors are viewed as a whole and no single factor is necessarily weighed more heavily than any other.

Tally Sheets

      In addition, the Executive Compensation Committee reviewed tally sheets setting forth all components of the compensation for the Co-Chief Executive Officers and other key executive officers. The tally sheets included a specific review of dollar amounts for salary, bonus, perquisites and long-term incentive compensation for fiscal years 2005 and 2006, the value of unexercised stock options and restricted stock awards, and the actual projected payout obligation under Smucker’s qualified and non-qualified executive retirement plans. The tally sheets for Tim Smucker and Richard Smucker also included potential payment obligations under their respective consulting and non-compete agreements. In its review of tally sheets, the Committee also reviewed the issue of internal pay equity between the compensation of other Company officers compared to the compensation of the Co-Chief Executive Officers. Based on a review of the tally sheets, the Executive Compensation Committee found the executive officers’, including the Co-Chief Executive Officers’, compensation to be reasonable and effective in promoting Smucker’s compensation philosophy as described above.

Management Incentive Plan

      Smucker maintains a management incentive plan designed to recognize key management members based on their contribution to the achievement of Smucker objectives and their individual performance. A target award is set for each participant based on salary grade level and competitive award levels for similar positions at comparable companies, which are generally the same companies used in establishing base salary ranges. The actual award participants receive, if any, is based on the following criteria:

      After the end of each fiscal year, management presents to the Executive Compensation Committee a summary and recommendation for management incentive bonuses. The presentation includes:

      The Executive Compensation Committee then reviews the information and recommendations with management and its outside compensation consultant and makes a decision as to which recommendations to accept and whether the recommendations require modification.

      No awards under the management incentive plan are made if Smucker does not meet minimum performance standards, and the maximum award a participant may receive is limited to twice the target award.

      The management incentive awards for Tim Smucker and Richard Smucker are made based on the same corporate performance standards as used for other participants in the management incentive plan; however, no recommendation is made by management concerning the individual awards for the Chairman or the President. The management incentive awards for each of Tim Smucker and Richard Smucker are determined by the Executive Compensation Committee based on its evaluation of each of their individual performances.

      The amount of the incentive awards based on corporate performance is determined by a mathematical calculation, the elements of which are the same for all participants, including Tim Smucker and Richard Smucker. With respect to the 2006 fiscal year, the corporate portion of the awards were paid at 110% of target for all participants, including Tim Smucker and Richard Smucker, based on the Company’s non-GAAP earnings per share results for the year.

      In addition to the portion of the award based on corporate performance, the total incentive plan award for each participant includes an amount related to individual performance. This individual performance award is based on an assessment of the participant’s individual contributions in helping Smucker to achieve its earnings and other goals. It may be above or below the corporate award portion if the Executive Compensation Committee determines that to be appropriate in an individual case. All management incentive awards are paid to the participants in cash.

Long-Term Incentive Compensation Philosophy

      Long-term incentive compensation is stock-based and is designed to help align the interests of management with the interests of Smucker shareholders. In the past, both restricted stock awards and stock options have been used in the long-term compensation program, with restricted stock awards granted every other year primarily to selected executives, and stock options granted every year in October to key managers and executives. During fiscal year 2005, stock options were granted in October 2004 consistent with past practice. After evaluating a number of alternatives, in April 2005 the Executive Compensation Committee approved implementation of a new long-term incentive program in the form of annual awards of performance-based restricted stock or performance-based restricted stock units. Beginning in fiscal year 2006, key senior managers and executives received grants of restricted stock or restricted stock units, depending on Company and individual performance. In order to qualify awards as “performance-based” under Section 162(m) of the Internal Revenue Code, the Executive Compensation Committee will grant performance shares and/or performance units with a one-year performance period, which will be payable in restricted stock, and may only exercise discretion to reduce the award of restricted stock made to Tim Smucker or Richard Smucker. Stock options will not be used under this arrangement.

      Restricted stock awards are currently made under the 1998 Equity and Performance Incentive Plan, but in the future will be issued under The J. M. Smucker Company 2006 Equity Compensation Plan, if approved by shareholders. Prior to fiscal year 2006, restricted stock awards were granted every other year primarily to selected executives. As mentioned above, beginning in fiscal year 2006, restricted stock and restricted stock units are the sole long-term incentive compensation vehicle used by Smucker for participants receiving equity compensation. Awards of restricted stock or restricted stock units will be approved by the Executive Compensation Committee in June of each year, if Smucker meets specified predetermined performance

requirements for the most recently ended fiscal year. The Executive Compensation Committee will establish performance criteria for grants of restricted stock and restricted stock units each year based upon Company performance. Target grant levels for grants of restricted stock or restricted stock units as long-term incentive compensation are determined for individual participants based on salary grade level and a review of the prevailing competitive awards for similar positions at other comparable companies. The companies considered are largely the same as those used in establishing base salary ranges.

      No stock option awards were made to executive officers in fiscal year 2006. At its April 2006 meeting, the Executive Compensation Committee approved the acceleration of vesting of stock options previously awarded to employees under its equity-based compensation plans, effective April 12, 2006. As a result of the accelerated vesting, approximately 441,000 stock options with exercise prices of either $43.38 or $44.17 became immediately exercisable. All of these options had an exercise price above the Company’s stock price on the date of acceleration. Approximately 110,000 and 331,000 of these stock options would originally have vested in October 2006 and October 2007, respectively. Stock options issued to employees typically vested at a rate of one-third per year, beginning one year after the date of grant. Stock options were last granted to employees in October 2004. In June 2005, the Company replaced the use of stock options to employees in favor of issuing performance-based restricted stock or performance-based restricted stock units.

      The purpose of the accelerated vesting was to minimize future non-cash stock option compensation expense that the Company would otherwise recognize in its results of operations with the adoption of Financial Accounting Standards No. 123 (revised), Share-Based Payments (“SFAS 123R”). This standard became effective for the Company on May 1, 2006, the beginning of fiscal year 2007. By accelerating the vesting of these stock options, the Company will not incur pretax compensation expense of approximately $2.7 million and $1.0 million in fiscal years 2007 and 2008, respectively, that otherwise would have been required upon adoption of SFAS 123R.

Pension Plan and Nonqualified Supplemental Retirement Plan

      Under The J. M. Smucker Company Employees’ Retirement Plan (the “Plan”), retirement benefits are payable to all eligible employees of Smucker and its subsidiaries, including officers. Benefits are based on the employee’s years of service and compensation. Certain executive officers of Smucker, including those named in the Summary Compensation Table, are also eligible to participate in a nonqualified supplemental retirement plan (the “Supplemental Plan”) entitling them, upon retirement, to receive a benefit from the Supplemental Plan. The amounts set forth in the Pension Plan Table assume participation in the Supplemental Plan and set forth the estimated annual benefit, computed as a straight-life annuity, payable under both the Supplemental Plan and the Plan, as amended, at normal retirement (age 65). The Plan provides a pension based upon years of service with Smucker and upon final average pay (average base compensation [i.e., salary only] for the five most highly compensated consecutive years of employment). Benefits under the Plan are one percent of final average pay times the participant’s years of service with Smucker. Benefits under the Supplemental Plan at retirement, based upon years of service (maximum 25 years), are 55 percent of the average total compensation (i.e., all compensation including salary and bonus) for the five most highly compensated consecutive years of employment, offset by the benefits derived from the Plan and by 100 percent of the Social Security benefit.

Voluntary Deferred Compensation Plan

      In April 2003, the Board approved the Voluntary Deferred Compensation Plan, which was made available to officers and business general managers effective January 1, 2004. Elections to defer all or a portion of the participant’s base compensation must be made prior to January 1st of the year in which services relating to the compensation deferred are provided. Elections to defer all or a portion of the participant’s bonus must be made prior to October 31st of the fiscal year to which the bonus relates. Such deferred compensation will be tracked as if invested in a Fidelity Investment managed account as directed by

the participant. A copy of the Voluntary Deferred Compensation Plan is filed with the Smucker Annual Report on Form 10-K for its fiscal year 2003.

Tax Deductibility of Executive Compensation

      The Executive Compensation Committee has considered the potential impact on Smucker’s compensation plans of the $1,000,000 cap on deductible compensation under Section 162(m) of the Internal Revenue Code. Compensation that qualifies as performance-based compensation is exempt from the cap on deductible compensation. To date, only Tim Smucker and Richard Smucker have been paid compensation in excess of $1,000,000 that could be subject to the Section 162(m) limitation. The Executive Compensation Committee is generally committed to establishing executive compensation programs that will maximize as much as possible the deductibility of compensation paid to executive officers. To the extent, however, that the Executive Compensation Committee from time to time believes it to be consistent with its compensation philosophy and in the best interests of Smucker and its shareholders to award compensation that is not fully deductible, it may choose to do so.

      During 2006, the Executive Compensation Committee continued to monitor the regulatory developments under Internal Revenue Code Section 409A, which was enacted as part of the American Jobs Creation Act of 2004 (the “Act”). Section 409A imposes additional limitations on non-qualified deferred compensation plans and subjects those plans to additional conditions. The Company intends to amend its compensation plans in order to ensure their full compliance with the Act before the transition period expires on December 31, 2006.

      The Executive Compensation Committee believes that Smucker’s compensation plans and practices are sound and well considered. It also believes that the level of compensation provided to the executive officers is appropriately related to both the competitive market and the historic and current performance of Smucker. The Executive Compensation Committee in the future will continue to focus on these factors and on maintaining a compensation system that will encourage maximization of long-term shareholder value.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      Each of the following Directors served as a member of the Company’s Executive Compensation Committee during fiscal year 2006: Kathryn W. Dindo, Paul J. Dolan (effective April 2006), Elizabeth Valk Long, and Charles S. Mechem, Jr. During fiscal year 2006, no Smucker executive officer or Director was a member of the Board of Directors of any other company where the relationship would be construed to constitute a committee interlock within the meaning of the rules of the Securities and Exchange Commission.

      Dan Mechem, son of Charles S. Mechem, Jr., a member of the Company’s Board, is Vice President and General Manager of Nielsen BuzzMetrics, formerly known as Intelliseek prior to being acquired by Nielsen/VNU. BuzzMetrics provides the Company with various Internet monitoring and reporting services. The Company incurred approximately $237,000 in fees related to BuzzMetrics in fiscal year 2006.

CONSULTING AND NON-COMPETE ARRANGEMENTS

      The Board of Directors believes that a significant portion of the value of Smucker and the success of its business is attributable to the public image of the Smucker’s brand and the integral identification of the Smucker family and its values with that brand. Therefore, the Board authorized the Company to enter into agreements with each of Tim Smucker and Richard Smucker securing his continuing public representation of Smucker when he is no longer an active executive.

      Under these agreements, each of Tim Smucker and Richard Smucker has committed to maintain his public representation of the Company for three years following the termination of full-time employment with Smucker. The Board also believed that it was crucial to the strength of the Smucker’s brand that neither Tim Smucker nor Richard Smucker should undertake activities after the end of his employment with the Company that might be to the competitive disadvantage of Smucker. In particular, the Board wished to ensure that neither Tim Smucker nor Richard Smucker would, in any event, provide the benefit of his experience in the food industry to competitors of Smucker.

      Therefore, the agreements with each of Tim Smucker and Richard Smucker provide that for three years from the date of his respective termination of employment or for three years after the end of the public representation period, whichever is later, he will not enter into any relationship that might be to Smucker’s competitive disadvantage. During the three-year public representation period, the former executive will receive annual compensation in an amount equal to his base salary in effect as of the time his active employment with Smucker ended, plus benefits and perquisites, including without limitation, medical insurance and life insurance, but excluding stock options, restricted shares or other equity-based benefits. However, all outstanding stock options will immediately vest and all restricted shares will continue to vest during the public representation period pursuant to the existing vesting schedule. He will also receive each year during that period an amount equal to 50 percent of his target award applicable under the Management Incentive Plan at the date of his termination.

      The agreements further provide to each of Tim Smucker and Richard Smucker certain severance benefits upon termination of employment. Specifically, in the event of the death or disability of either individual, he (or his estate) will be entitled to receive for three years after the event, annual compensation equal to the base salary he was receiving at the time the event occurred, plus the benefits described above. He (or his estate) also will receive an amount equal to 50 percent of his target bonus awards in effect at the time of the event. Also, any unvested options and restricted shares will vest immediately. At the end of the three-year period following the death or disability, he (or his spouse) will be eligible for retirement benefits under the Supplemental Plan without application of early retirement reduction factors. If either Tim Smucker or Richard Smucker voluntarily terminates employment and commences receiving his monthly retirement benefits under the Supplemental Plan, he will receive any accrued but unpaid salary as of the date of such retirement and will be reimbursed for any expenses incurred but not yet paid. In addition, he will be entitled to any options, restricted shares or other plan benefits which by their terms extend beyond termination of employment.

      In the event that either Tim Smucker or Richard Smucker is terminated by Smucker without cause or if he resigns for good reason (as specifically defined in the agreements), he will receive the same benefits as in the case of death or disability as described above. If Smucker terminates either Tim Smucker or Richard Smucker for cause, however, he will receive only that compensation to which he is otherwise entitled as of the date of termination.

      In December 2005, the Company entered into a consulting agreement with Richard G. Jirsa, a Vice President of the Company who retired on December 30, 2005. Under this agreement, Mr. Jirsa will provide consulting services related to accounting and finance matters. The consulting agreement was effective January 1, 2006 and provides for a term of two years (unless earlier terminated in accordance with its terms). Mr. Jirsa received a consulting fee of $100,000.

EXECUTIVE COMPENSATION

Summary Compensation Table

      The following table sets forth a summary of the compensation over the past three fiscal years for the Company’s Co-Chief Executive Officers and the other four most highly compensated executive officers (the “Named Executive Officers”).

Summary Compensation Table

The individuals listed above also received the following number of restricted shares after April 30, 2006, the value of which is shown in the table above: Timothy P. Smucker, 31,655 shares; Richard K. Smucker, 31,655 shares; Vincent C. Byrd, 8,650 shares; Fred A. Duncan, 8,135 shares; Steven Oakland, 6,035 shares; and Richard F. Troyak, 5,970 shares. The 2006 value shown above represents the pre-tax value of the restricted shares based on the reported closing price of Smucker’s common shares on the date of the award, June 13, 2006. The restricted shares received by Timothy P. Smucker and Fred A. Duncan in June 2006 vested immediately because they had attained the age of 60 and had ten years of service with Smucker.

       Personal Use of Aircraft

Stock Option Plans

      In April 2005, the Executive Compensation Committee approved implementation of a new long-term incentive program in the form of performance-based restricted stock or performance-based restricted stock units. The program does not provide for stock options to be issued under this arrangement. As a result, no stock options were issued to the Named Executive Officers in fiscal year 2006.

      At its April 2006 meeting, the Executive Compensation Committee approved the acceleration of vesting of stock options previously awarded to employees under its equity-based compensation plans, effective April 12, 2006. As a result of the accelerated vesting, approximately 441,000 stock options with exercise prices of either $43.38 or $44.17 became immediately exercisable. All of these options had an exercise price above the Company’s stock price on the date of acceleration. Approximately 110,000 and 331,000 of these stock options would originally have vested in October 2006 and October 2007, respectively.

      The purpose of the accelerated vesting was to minimize future non-cash stock option compensation expense that the Company would otherwise recognize in its results of operations with the adoption of Financial Accounting Standards No. 123 (revised), Share-Based Payments (“SFAS 123R”). This standard became effective for the Company on May 1, 2006, the beginning of fiscal year 2007. By accelerating the vesting of these stock options, the Company will not incur pretax compensation expense of approximately $2.7 million and $1.0 million in fiscal years 2007 and 2008, respectively, that otherwise would have been required upon adoption of SFAS 123R.

      Previously issued options exercised by the Named Executive Officers during the 2006 fiscal year, along with the number of unexercised options held by such officers at fiscal year-end and the value of their unexercised, in-the-money options, are set forth in the following table.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

Pension Plan

      Under The J. M. Smucker Company Employees’ Retirement Plan (the “Plan”), retirement benefits are payable to all eligible employees of Smucker and its subsidiaries, including officers. Certain executive officers of Smucker, including the Named Executive Officers, are also eligible to participate in the Supplemental Plan entitling them, upon retirement, to receive a benefit from the Supplemental Plan. The amounts set forth in the pension plan table below assume participation in the Supplemental Plan and set forth the estimated annual benefit, computed as a straight-life annuity, payable under both the Supplemental Plan and the Plan, as amended, at normal retirement (age 65):

Pension Plan Table

      The Plan provides a pension based upon years of service with Smucker and upon final average pay (average base compensation [i.e., salary only] for the five most highly compensated consecutive years of employment). Benefits under the Plan are one percent of final average pay times the participant’s years of service with Smucker. Benefits under the Supplemental Plan at retirement, based upon years of service (maximum 25 years), are 55 percent of the average total compensation (i.e., all compensation including salary and bonus) for the five most highly compensated consecutive years of employment, offset by the benefits derived from the Plan and by 100 percent of the Social Security benefit.

      Messrs. Timothy P. Smucker, Richard K. Smucker, Vincent C. Byrd, Fred A. Duncan, Steven Oakland, and Richard F. Troyak were credited under the Plan with 36, 33, 29, 28, 23 and 27 full years of benefit service, respectively, at April 30, 2006.

RELATED PARTY TRANSACTIONS

      Mark T. Smucker, Vice President, International and Managing Director of Canada, for Smucker, received approximately $370,300 in compensation in fiscal year 2006, including salary, bonus paid in fiscal year 2006, housing and other living expenses, use of Company car, financial and tax planning services, and other W-2 reportable items. Mr. Smucker’s compensation does not reflect the Company’s tax equalization policy for employees on foreign assignment. Mr. Smucker was also granted 3,035 deferred shares in June 2005 based on the performance of the Company for fiscal year ended April 30, 2005 and 3,885 deferred shares in June 2006 based on the performance of the Company for fiscal year ended April 30, 2006. The awards were granted pursuant to the 1998 Equity and Performance Incentive Plan. He is the son of the Company’s Chairman and Co-Chief Executive Officer, Timothy P. Smucker, and nephew of the Company’s President and Co-Chief Executive Officer, Richard K. Smucker.

      Paul Smucker Wagstaff, Vice President, Foodservice and Beverage Markets of Smucker, received approximately $321,600 in compensation in fiscal year 2006, including salary, bonus paid in fiscal year 2006, financial and tax planning services, and other W-2 reportable items. He was also granted 3,035 restricted shares in June 2005 based on the performance of the Company for fiscal year ended April 30, 2005 and 3,885 restricted shares in June 2006 based on the performance of the Company for fiscal year ended April 30, 2006. The awards were granted pursuant to the 1998 Equity and Performance Incentive Plan. He is the nephew of the Company’s Chairman and Co-Chief Executive Officer, Timothy P. Smucker, and the Company’s President and Co-Chief Executive Officer, Richard K. Smucker.

      Zachary Easton, founder of Coronado Capital Management, managed approximately $13 million of Smucker’s pension assets and received approximately $110,000 in fees from the Company for fiscal year 2006. Kent Wadsworth, Manager of Marketing, New Products and Hungry Jack for Smucker, received approximately $118,900 in compensation in fiscal year 2006, including salary, bonus paid in fiscal year 2006, and other W-2 reportable items. He was also granted 380 restricted shares in June 2005 based on the performance of the Company for fiscal year ended April 30, 2005 and 455 restricted shares in June 2006 based on the performance of the Company for fiscal year ended April 30, 2006. The awards were granted pursuant to the 1998 Equity and Performance Incentive Plan. Kimberly Wagstaff, Assistant Product Manager, Pillsbury Baking for Smucker, received approximately $67,200 in compensation in fiscal year 2006, including salary, bonus paid in fiscal year 2006, relocation assistance, and other W-2 reportable items. Ms. Wagstaff’s compensation does not reflect the Company’s tax equalization policy for employees on foreign assignment. Ms. Wagstaff is sister of, and both Mr. Easton and Mr. Wadsworth are brothers-in-law of, Paul Smucker Wagstaff, Vice President, Foodservice and Beverage Markets of Smucker.

      Ronald H. Neill, husband of M. Ann Harlan, the Company’s Vice President, General Counsel and Secretary, is a partner in Calfee, Halter, & Griswold, LLP. The law firm, from time to time, provides legal services for the Company. Calfee, Halter, & Griswold, LLP received approximately $296,000 in fees earned during fiscal year 2006. Mr. Neill does not perform any legal services for the Company.

      Paul J. Dolan, a member of the Company’s Board, is President of the Cleveland Indians, the major league baseball team operating in Cleveland, Ohio. Mr. Dolan’s family also owns the Cleveland Indians organization. The Company incurred approximately $202,000 in advertising and promotional activities related to its sponsorship with the Cleveland Indians’ organization in fiscal year 2006.

      Related party transactions regarding members of the Executive Compensation Committee of the Company have been disclosed under the “Compensation Committee Interlocks and Insider Participation” section of the proxy statement.

TOTAL SHAREHOLDER RETURN GRAPH

Comparison of Five Year Cumulative Total Return*

AMONG THE J. M. SMUCKER COMPANY, THE S&P 500 INDEX, AND

THE S&P PACKAGED FOODS & MEATS INDEX

Copyright ^© 2006, Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. All rights reserved. www.researchdatagroup.com/ S&P.htm

OWNERSHIP OF COMMON SHARES

Beneficial Ownership of Smucker Common Shares

      The following table sets forth, as of June 19, 2006 (unless otherwise noted), the beneficial ownership of the Company’s common shares by:

      Unless otherwise noted, the shareholders listed in the table below have sole voting and investment powers with respect to the common shares beneficially owned by them. The address of each Director, nominee for Director and executive officer is Strawberry Lane, Orrville, Ohio 44667. As of June 19, 2006, there were 57,140,448 common shares outstanding.

      Smucker has entered into agreements with Timothy P. Smucker and Richard K. Smucker and members of their immediate families, including Mrs. H. Ray Clark, Timothy P. Smucker’s and Richard K. Smucker’s aunt, and members of her immediate family, and with the majority of the executive officers of Smucker relating to the disposition of common shares held by them. These shareholders are the beneficial owners of approximately 9% of the outstanding common shares, including options exercisable within 60 days of the record date. Under the agreements, which have no expiration date, Smucker has a purchase option with respect to any proposed transfers of these common shares, except for gifts and bequests to or for the benefit of family members, and sales pursuant to any offer, merger, or similar transaction that is approved or recommended by Smucker’s Board of Directors.

      The agreements provide that Smucker may assign its purchase rights to Smucker’s ESOP or any of its other employee benefit plans. The agreements reflect the practice followed by Smucker for a number of years of providing for the purchase of common shares at prices at or somewhat below market with the effect of establishing a method for the orderly disposition of blocks of common shares that could not otherwise be readily absorbed by the public market.

Section 16(a) Beneficial Ownership Reporting Compliance

      Under the U.S. securities laws, Smucker’s Directors and executive officers are required to report their initial ownership of common shares and any subsequent changes in that ownership to the Securities and Exchange Commission and the New York Stock Exchange. Due dates for the reports are specified by those laws, and Smucker is required to disclose in this document any failure in the past year to file by the required dates. Based solely on written representations of the Company’s Directors and executive officers and on

copies of the reports that they have filed with the Securities and Exchange Commission, the Company’s belief is that all of the Company’s Directors and executive officers complied with all filing requirements applicable to them with respect to transactions in the Company’s equity securities during fiscal year 2006, except as described below.

      On June 8, 2005, a Form 4 was timely filed with the Securities and Exchange Commission on behalf of Tim Smucker reflecting the June 6, 2005, grant of Smucker restricted common shares, along with all other Smucker executive officers. Mr. Smucker’s restricted stock immediately vested on June 6, 2005 since he had attained age 60 and 10 years of service with the Company. The transaction to report the 13,599 shares withheld to satisfy his personal tax liability was filed on June 16, 2005.

APPROVAL OF THE J. M. SMUCKER COMPANY 2006 EQUITY COMPENSATION PLAN

(Proposal 3 on proxy card)

      On June 13, 2006, the Executive Compensation Committee of the Board unanimously approved and adopted, subject to the approval of the Company’s shareholders at the annual meeting, The J. M. Smucker Company 2006 Equity Compensation Plan (the “Plan”). The Plan allows the Board, acting through its Executive Compensation Committee, to design compensatory awards that are responsive to the Company’s needs, and includes authorization for a variety of awards designed to align the interests of management with those of shareholders.

      Smucker has historically granted equity awards to employees and nonemployee Directors under various incentive compensation plans, including the 1987 Stock Option Plan, the Amended Restricted Stock Bonus Plan, the Amended and Restated 1997 Stock-Based Incentive Plan, the 1998 Equity and Performance Incentive Plan, as amended and restated, the Amended and Restated Nonemployee Director Stock Plan and the Nonemployee Director Stock Option Plan. The plans listed above are referred to in this description as the “Existing Plans.” If approved by shareholders, the Plan will become effective and no further awards will be made under the Existing Plans, except that the provisions relating to the deferral of Director retainers and fees under the Amended and Restated Nonemployee Director Stock Plan will continue to apply to services rendered through December 31, 2006 and awards of performance shares and performance units granted under the 1998 Equity and Performance Plan and outstanding on the effective date of the Plan may be converted to restricted stock under the 1998 Equity and Performance Plan once such performance shares and performance units are earned.

      The approval of the Plan is, as provided in the Company’s Amended and Restated Articles of Incorporation, a matter to which shareholders are entitled to cast ten votes for each share held, subject to the holding requirements set forth in the Amended and Restated Articles of Incorporation. The following summary of the principal provisions of the Plan is not intended to be exhaustive and is qualified in its entirety by the terms of the Plan, a copy of which is set forth as Annex A to this proxy statement.

      The Plan authorizes the Board to provide equity-based compensation in the form of stock options, stock appreciation rights (or SARs), restricted stock, restricted stock units, performance shares and units, incentive awards and other equity-based awards for the purpose of providing the Company’s nonemployee Directors, consultants, officers and employees incentives and rewards for superior performance. Some of the key features of the Plan that reflect the Board’s commitment to effective management of incentive compensation are set forth below and are described more fully under the heading “Summary of the Plan” and in the Plan, which is attached to this proxy statement.

      Shares Available Under the Plan. As stated above, subject to adjustment as provided in the Plan, the number of Smucker common shares that may be issued or transferred under the Plan:

will not exceed in the aggregate 2,500,000 common shares. Shares issued under the Plan may be shares of original issuance or treasury shares or a combination of the foregoing.

      Common shares covered by an award granted under the Plan will not be counted as used unless and until they are actually issued and delivered to a participant and, therefore, the total number of shares available under the Plan as of a given date will not be reduced by any shares relating to prior awards that have expired or have been forfeited or cancelled. Notwithstanding anything to the contrary contained in the Plan:

      The Plan contains a number of limits on the number of common shares that can be issued, including to any one participant in a calendar year as described above. Further, the Plan limits the aggregate number of common shares that may be issued or transferred by Smucker upon the exercise of incentive stock options to 2,500,000 common shares. The limits contained in the Plan are subject to certain adjustments as provided in the Plan in the event of stock splits, stock dividends, recapitalizations and certain other events.

      Eligibility. Nonemployee Directors, consultants, officers and other employees of Smucker and its subsidiaries or any person who has agreed to commence serving in any of those capacities within 90 days of the date of grant, presently estimated to be 181 persons as of June 19, 2006, may be selected by the Board to receive benefits under the Plan.

      Types of Awards Authorized. The Plan provides for the granting of dividend equivalents, option rights, SARs, restricted stock, restricted stock units (which may also be referred to as deferred stock units), performance shares, performance units, incentive awards, awards to nonemployee Directors and other awards that may be denominated or payable in, valued in whole or in part by reference to or otherwise based on or related to, the Company’s common shares or factors that may influence the value of its common shares. Awards granted under the Plan will be upon such terms as may be approved by the Board and set forth in an evidence of award. An evidence of award will contain such terms and provisions, consistent with the Plan, as the Board may approve.

      Stock options and SARs will not be granted with an exercise price or base price, as the case may be, less than the market value per share. The closing market price of the Company’s common shares as reported

on the New York Stock Exchange on June 19, 2006 was $40.41 per share. No option right or SAR may be exercisable more than 10 years from the date of grant.

      Each grant of an award will specify the period of continuous service or other conditions that must be satisfied before the award is exercisable, vested or earned. Restricted stock and restricted stock units that vest upon the passage of time must be subject to restrictions for at least three years, except that the restrictions may be removed on an annual, ratable basis during the three year period. Restrictions relating to restricted stock and restricted stock units that vest upon the achievement of management objectives may not terminate sooner than one year from the date of grant. The specified performance period relating to performance shares and performance units will be a period of time not less than one year.

      Any grant of option rights, SARs, restricted stock or restricted stock units may provide for the earlier vesting or termination of restrictions relating to such award in the event of the retirement, the attainment of reasonable age and service requirements approved by the Board, death or disability of a participant or a change in control of the Company. The performance period relating to any grant of performance shares or performance units may be subject to earlier lapse or modification in the event of the retirement, death or disability of a participant or a change in control of the Company.

      Incentive awards may be granted that represent a conditional right to receive restricted stock or restricted stock units upon the achievement of management objectives. Restricted stock or restricted stock units awarded in settlement of such award will be subject to a risk of forfeiture and a restriction on transferability for a period of at least three years, except that the restrictions may be removed on an annual, ratable basis during the three year period and the Board may accelerate the lapse of such restrictions in the event of the retirement, the attainment of reasonable age and service requirements approved by the Board, death or the disability of a participant or a change in control of the Company.

      The Board may, in its discretion, authorize the granting to nonemployee Directors of option rights, SARs or other awards under the Plan and may also authorize the grant or sale of common shares, restricted stock or restricted stock units to nonemployee Directors. Nonemployee Directors are not eligible to receive performance shares or performance units under the Plan. Each grant of an award to a nonemployee Director will be on such terms and conditions as approved by the Board, will not be required to be subject to any minimum vesting period, and will be evidenced by an evidence of award in such form as will be approved by the Board.

      Management Objectives. The Plan requires that the Board establish “management objectives” for purposes of performance shares, performance units and incentive awards. When so determined, option rights, SARs, restricted stock, restricted stock units, other awards under the Plan or dividend credits may also specify management objectives. Management objectives may be described in terms of either company-wide objectives or objectives that are related to the performance of the individual participant or a subsidiary, division, department, region or function within Smucker or a subsidiary in which the participant is employed. The management objectives may be based on the performance of Smucker relative to the performance of other companies. Management objectives applicable to any award to a participant who is, or is determined by the Board likely to become, a “covered employee” within the meaning of Section 162(m) of the Internal Revenue Code, will be limited to specified levels of or growth in:

      Administration and Amendments. The Plan is to be administered by the Board, except that the Board has the authority to delegate its powers under the Plan to the Executive Compensation Committee or another committee of the Board (or a subcommittee thereof). The Board has delegated the administration of the Plan to its Executive Compensation Committee. The Executive Compensation Committee is, therefore, authorized to interpret the Plan and related agreements and other documents. The Board may amend the Plan from time to time without further approval by the Company’s shareholders, except where the amendment (1) would materially increase the benefits accruing to participants under the Plan; (2) would materially increase the number of securities which may be issued under the Plan, (3) would materially modify the requirements for participation in the Plan or (4) must otherwise be approved by the shareholders of the Company in order to comply with applicable law or rules of the New York Stock Exchange or, if the shares are not traded on the New York Stock Exchange, the requirements of the principal national securities exchange upon which the common shares are traded or quoted.

      In the case of involuntary termination of employment or termination of employment by reason of death, disability, retirement, closing of business or operation units or elimination of job position, or in the case of unforeseeable emergency or other special circumstances of or relating to a participant, the Board may in its sole discretion accelerate the time at which awards may be exercised, the time at which the substantial risk of forfeiture or prohibition or restriction on transfer will lapse or terminate, or the time at which performance shares or performance units will be deemed to have been fully earned or may waive any other limitation or requirement under any award, except in the case of a “covered employee” where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

      Change in Control. An evidence of award under the Plan may provide that, upon a change in control of Smucker, any awards that are outstanding as of the date of the change in control that are subject to vesting requirements and that are not then vested, shall become fully vested and immediately exercisable and all restrictions and other conditions prescribed by the Board, if any, with respect to awards granted pursuant to the Plan will automatically lapse, expire and terminate and all such awards will be deemed to be fully earned. The events giving rise to a change in control are set forth in the Plan attached to this proxy statement.

      Transferability. Except as otherwise determined by the Board, no award granted under the Plan is transferable by a participant except, upon death, by will or the laws of descent and distribution, and in no event shall an award granted under the Plan be transferred for value. Except as otherwise determined by the Board, option rights and SARs are exercisable during the optionee’s lifetime only by him or her or by his or her guardian or legal representative.

      Adjustments. The number of shares authorized under the Plan, subject to various limits contained in the Plan, covered by outstanding awards under the Plan and, if applicable, the prices per share applicable to such awards, may be adjusted in the event of stock dividends, stock splits, combinations of shares, recapitalizations, mergers, consolidations, spin-offs, split-offs, spin-outs, split-ups, reorganizations, liquidations, issuances of rights or warrants, and similar events. In the event of any such transaction or event, the Board, in its discretion, may provide in substitution for any or all outstanding awards under the Plan such alternative consideration, if any, as it, in good faith, may determine to be equitable in the circumstances and

may require the surrender of all awards so replaced. The Board may also make or provide for such adjustments in the number of shares available under the Plan and the other limitations contained in the Plan as the Board may determine appropriate to reflect any transaction or event described above.

      Detrimental Activity. Any grant may provide that if a participant, either during employment by Smucker or a subsidiary or within a specified period after termination of employment, engages in any “detrimental activity,” as defined in the Plan attached to this proxy statement, the participant shall forfeit any awards granted under the Plan then held by the participant or return to Smucker, in exchange for payment by Smucker of any amount actually paid for the common shares by the participant, all common shares that the participant has not disposed of that were offered pursuant to the Plan within a specified period prior to the date of the commencement of the detrimental activity. With respect to any common shares acquired under the Plan that the participant has disposed of, if so provided in the evidence of award for such grant, the participant will pay to Smucker in cash the difference between (i) any amount actually paid therefor by the participant pursuant to the Plan and (ii) the market value per share of the common shares on the date they were acquired.

      Withholding Taxes. To the extent that Smucker is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a participant or other person under the Plan, and the amounts available to Smucker for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the participant or such other person make arrangements satisfactory to Smucker for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the Board) may include relinquishment of a portion of such benefit.

      Termination. No grant will be made under the Plan more than 10 years after the date on which the Plan is first approved by the Company’s shareholders, but all grants made on or prior to such date will continue in effect thereafter subject to the terms of the grant and of the Plan.

      The following is a brief summary of some of the federal income tax consequences of certain transactions under the Plan based on federal income tax laws in effect on January 1, 2006. This summary is not intended to be complete and does not describe state or local tax consequences.

      Non-qualified Option Rights. In general, (1) no income will be recognized by an optionee at the time a non-qualified option right is granted; (2) at the time of exercise of a non-qualified option right, ordinary income will be recognized by the optionee in an amount equal to the difference between the option price paid for the shares and the fair market value of the shares, if unrestricted, on the date of exercise; and (3) at the time of sale of shares acquired pursuant to the exercise of a non-qualified option right, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.

      Incentive Option Rights. No income generally will be recognized by an optionee upon the grant or exercise of an incentive stock option, or ISO. The exercise of an ISO, however, may result in alternative minimum tax liability. If common shares are issued to the optionee pursuant to the exercise of an ISO, and if no disqualifying disposition of such shares is made by such optionee within two years after the date of grant or within one year after the transfer of such shares to the optionee, then upon sale of such shares, any amount realized in excess of the option price will be taxed to the optionee as a long-term capital gain and any loss sustained will be a long-term capital loss.

      If common shares acquired upon the exercise of an ISO are disposed of prior to the expiration of either holding period described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the

option price paid for such shares. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

      SARs. No income will be recognized by a participant in connection with the grant of a tandem SAR or a free-standing SAR. When the SAR is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the fair market value of any unrestricted common shares received on the exercise.

      Restricted Stock. The recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the participant for such restricted stock) at such time as the shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Internal Revenue Code (“Restrictions”). However, a recipient who so elects under Section 83(b) of the Internal Revenue Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted stock. If a Section 83(b) election has not been made, any dividends received with respect to restricted stock that is subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the participant.

      Restricted Stock Units. No income generally will be recognized upon the award of restricted stock units. The recipient of a restricted stock unit award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted common shares on the date that such shares are transferred to the participant under the award (reduced by any amount paid by the participant for such restricted stock units), and the capital gains/loss holding period for such shares will also commence on such date.

      Performance Shares and Performance Units. No income generally will be recognized upon the grant of performance shares or performance units. Upon payment in respect of the earn-out of performance shares or performance units, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the fair market value of any unrestricted common shares received.

      Incentive Awards. No income generally will be recognized upon the grant of incentive awards. Upon payment in respect of the earn-out of the incentive awards, the recipient will be taxed as described above in the applicable section relating to restricted stock or restricted stock units.

      To the extent that a participant recognizes ordinary income in the circumstances described above, Smucker or the subsidiary for which the participant performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Internal Revenue Code.

      Smucker intends to file a Registration Statement on Form S-8 relating to the issuance of common shares under the Plan with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, as soon as is practicable after approval of the Plan by Smucker’s shareholders.

      In April 2006, the Executive Compensation Committee and the Board of Directors, as part of an overall review of director compensation, approved an annual grant of deferred stock units to each nonemployee Director. The annual grant of deferred stock units will, until otherwise changed by the Board, be equal in value to $60,000 and will be granted to the nonemployee Directors each October 1, commencing on October 1, 2006. If the Plan is approved by shareholders at the annual meeting, the deferred stock units will be granted under the Plan. Set forth in the table below is the dollar value and number of common shares

underlying the deferred stock units that Smucker anticipates will be awarded on October 1, 2006 under the Plan to the nonemployee Directors as of the date of this proxy statement. It is not possible to determine other specific amounts that may be awarded under the Plan.

The J. M. Smucker Company 2006 Equity Compensation Plan

      As of the date hereof, the Nonemployee Director Group consists of seven nonemployee Directors. The table above reflects the receipt of common shares by each nonemployee Director equal in value to $60,000 at an assumed fair market value of $40.41 per share, the closing price of Smucker’s common shares on June 19, 2006. The table does not reflect the receipt of any common shares that a Director may receive because of an election to receive additional compensation in the form of common shares.

      The approval of the adoption of the Plan requires the affirmative vote of a majority of the votes cast at the meeting, giving effect to the ten-votes-per-share provision of Smucker’s Amended and Restated Articles of Incorporation, provided that the total votes cast represent over 50% in interest of all Smucker common shares entitled to vote on this proposal.

EQUITY COMPENSATION PLAN INFORMATION

      The table below sets forth certain information with respect to the following equity compensation plans of Smucker as of April 30, 2006: the 1987 Stock Option Plan, the Amended and Restated Nonemployee Director Stock Plan, the 1998 Equity and Performance Incentive Plan, the Nonemployee Director Stock Option Plan, and the Amended and Restated 1997 Stock-Based Incentive Plan. All of these equity compensation plans have been approved by shareholders, with the exception of the Amended and Restated 1997 Stock-Based Incentive Plan, which was assumed by Smucker as a result of the International Multifoods Corporation acquisition in June 2004.

      As of June 19, 2006, there were 188,533 shares remaining available for grants under the Amended and Restated Nonemployee Director Stock Plan.

      As of June 19, 2006, 2,930,928 options were outstanding with a weighted average exercise price of $36.03 and a weighted average term of approximately 5.7 years. Additionally, approximately 554,850 shares of restricted stock, restricted stock units, and the maximum possible number of restricted shares related to performance shares and performance units remain outstanding.

      Not included in the equity compensation plan table above are an additional 59,252 options at a weighted-average exercise price of $45.99, which Smucker assumed as a result of the June 18, 2004 acquisition of International Multifoods Corporation. Of this, 56,532 options are outstanding under the Amended and Restated 1986 Stock Option Incentive Plan and the Amended and Restated 1989 Stock-Based Incentive Plan. Although both of these plans have terminated and no additional awards may be granted under the plans, outstanding awards under the plans continue to be exercisable. Additionally, there are 2,720 options outstanding as the result of a 1998 consulting agreement between Multifoods and a former consultant/employee, at a weighted-average exercise price of $54.11.

ANNUAL REPORT

      The Company’s Annual Report for the fiscal year ended April 30, 2006 was mailed to each shareholder on or about July 10, 2006.

2007 SHAREHOLDER PROPOSALS

      The deadline for shareholders to submit proposals to be considered for inclusion in the proxy statement for next year’s annual meeting of shareholders is March 12, 2007.

      According to the Company’s regulations, the deadline for shareholders to notify Smucker of business to be brought before next year’s annual meeting of shareholders is 60 calendar days before the first anniversary of the date on which this proxy statement is first mailed by the Company. After that date, which is expected to be May 11, 2007, the notice would be considered untimely. If, however, public announcement of the date of next year’s annual meeting of shareholders is not made at least 75 days before the date of that annual meeting, the deadline for shareholders to notify the Company will then be the close of business on the tenth calendar day following the date on which public announcement of next year’s annual meeting date is first made.

OTHER MATTERS

      The Company does not know of any matters to be brought before the meeting except as indicated in this notice. However, if any other matters properly come before the meeting for action, it is intended that the person authorized under solicited proxies may vote or act thereon in accordance with his or her own judgment.

“HOUSEHOLDING” OF PROXY MATERIALS

      In accordance with the notices the Company has sent to registered shareholders, the Company is sending only one copy of its annual report and proxy statement to shareholders who share the same last name and mailing address, unless they have notified Smucker that they want to continue receiving multiple copies. The Company understands that the brokerage community has mailed similar notices to holders of common shares who hold their shares in street name. This practice, known as “householding”, is permitted by the Securities

and Exchange Commission and is designed to reduce duplicate mailings and save printing and postage costs, as well as natural resources.

      Shareholders who currently receive multiple copies of the annual report and proxy statement at their address and would like to request “householding” of their communications, should contact their broker if they are a street name holder or, if they are a registered shareholder, should contact Computershare by calling 1-800-456-1169, or inform them in writing at Computershare Investor Services, P.O. Box A3309, Chicago, IL 60602-3309. Shareholders who are “householding” their communications, but who wish to begin to receive separate copies of the annual report and proxy statement in the future may also notify their broker or Computershare Investor Services. Smucker will promptly deliver a separate copy of the annual report and proxy statement at a shared address to which a single copy was delivered upon written or oral request to Shareholder Relations, The J. M. Smucker Company, Strawberry Lane, Orrville, Ohio 44667, 330-684-3838.

ELECTRONIC DELIVERY OF SMUCKER SHAREHOLDER COMMUNICATIONS

      If you are a registered shareholder and received the Company’s annual report and proxy statement by mail, Smucker encourages you to conserve natural resources, as well as reduce printing and mailing costs, by signing up to receive your Smucker shareholder communications via e-mail. With your consent, the Company will stop mailing paper copies of these documents and notify you by e-mail when the documents are available to you, where to find them, and how to quickly submit your vote on-line. Your electronic delivery will be effective until you cancel it.

      To participate, you will need your Computershare account number which can be found on your Smucker dividend statement. Your account number begins with the letter C, followed by 10 digits. You can participate by accessing www.computershare.com/consent/smuckers and following the instructions provided.

      Please note that although there is no charge for accessing Smucker’s annual meeting materials online, you may incur costs from service providers such as your Internet access provider and your telephone company. If you have any questions or need assistance, please call 1-800-456-1169 (within the U.S., Puerto Rico, and Canada) or 312-360-5254 (outside the U.S., Puerto Rico and Canada).

      If you hold your common shares in street name, visit www.icsdelivery.com to enroll in electronic delivery of your shareholder communications.

VOTING RIGHTS OF COMMON SHARES

      Under Article Fourth of the Company’s Amended and Restated Articles of Incorporation, the holder of each outstanding common share is entitled to one vote on each matter submitted to a vote of the shareholders except for the following specific matters:

      On those listed matters previously stated, common shares are entitled to ten votes per share, if they meet the requirements set forth in the Amended and Restated Articles of Incorporation. Shares which would be entitled to ten votes per share include:

      In the event of a change in beneficial ownership, the new owner of that share will be entitled to only one vote with respect to that share on all matters until four years pass without a further change in beneficial ownership of the share. The ten vote per share provisions apply to Proposal 3, Approval of The J. M. Smucker Company 2006 Equity Compensation Plan, on this year’s ballot.

      The express terms of the common shares provide that a change in beneficial ownership occurs whenever any change occurs in the person or group of persons who has or shares voting power, investment power, the right to receive sale proceeds, or the right to receive dividends or other distributions in respect of those common shares. In the absence of proof to the contrary, a change in beneficial ownership will be deemed to have occurred whenever common shares are transferred of record into the name of any other person. Moreover, corporations, general partnerships, limited partnerships, voting trustees, banks, trust companies, brokers, nominees, and clearing agencies will be entitled to only one vote per share on common shares held of record in their respective names unless proof is provided to establish that there has been no change in the person or persons who direct the exercise of any of the rights of beneficial ownership. Thus, shareholders who hold common shares in street name or through any of the other indirect methods mentioned above must be able to submit proof of beneficial ownership to Smucker in order to be entitled to exercise ten votes per share.

      The foregoing is merely a summary of the voting terms of the common shares and should be read in conjunction with, and is qualified in its entirety by reference to, the express terms of those common shares as set forth in Smucker’s current Amended and Restated Articles of Incorporation. A copy of the Amended and Restated Articles of Incorporation is posted on the Company’s website at www.smuckers.com. A copy will be provided free of charge to any shareholder submitting a written request to Shareholder Relations, The J. M. Smucker Company, Strawberry Lane, Orrville, Ohio 44667.

Annex A

THE J. M. SMUCKER COMPANY

2006 EQUITY COMPENSATION PLAN

      1. Purpose. The purpose of The J. M. Smucker Company 2006 Equity Compensation Plan is to attract and retain Directors, consultants, officers and other employees of The J. M. Smucker Company, an Ohio corporation, and its Subsidiaries and to provide to such persons incentives and rewards for performance.

      2. Definitions. As used in this Plan,

      If the Board determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Management Objectives unsuitable, the Board may in its discretion modify such Management Objectives or the related levels of achievement, in whole or in part, as the Board deems appropriate and equitable, except in the case of a Covered Employee where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such case, the Board will not make any modification of the Management Objectives or the level or levels of achievement with respect to such Covered Employee.

      3. Shares Available Under the Plan.

      4. Option Rights. The Board may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of options to purchase Common Shares. Each such grant will be subject to all of the requirements contained in the following provisions:

      5. Appreciation Rights.

      6. Restricted Stock. The Board may also authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale will be subject to all of the requirements contained in the following provisions:

      7. Restricted Stock Units. The Board may also authorize the granting or sale of Restricted Stock Units (which may also be referred to as Deferred Stock Units) to Participants. Each such grant or sale will be subject to all of the requirements contained in the following provisions:

      8. Performance Shares and Performance Units. The Board may also authorize the granting of Performance Shares and Performance Units that will become payable to a Participant upon achievement of specified Management Objectives during the Performance Period. Each such grant will be subject to all of the requirements contained in the following provisions:

      9. Awards to Nonemployee Directors. The Board may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Nonemployee Directors Option Rights, Appreciation Rights or other awards contemplated by Section 10 of this Plan and may also authorize the grant or sale of Common Shares, Restricted Stock or Restricted Stock Units (which may also be referred to as Deferred Stock

Units) to Nonemployee Directors. Each grant of an award to a Nonemployee Director will be upon such terms and conditions as approved by the Board, will not be required to be subject to any minimum vesting period, and will be evidenced by an Evidence of Award in such form as will be approved by the Board. Each grant will specify in the case of an Option Right an Option Price per share, and in the case of a Free-Standing Appreciation Right, a Base Price per share, which will not be less than the Market Value per Share on the Date of Grant. Each Option Right and Free-Standing Appreciation Right granted under the Plan to a Nonemployee Director will expire not more than 10 years from the Date of Grant and will be subject to earlier termination as hereinafter provided. If a Nonemployee Director subsequently becomes an employee of the Company or a Subsidiary while remaining a member of the Board, any award held under this Plan by such individual at the time of such commencement of employment will not be affected thereby. Nonemployee Directors, pursuant to this Section 9, may be awarded, or may be permitted to elect to receive, pursuant to procedures established by the Board, all or any portion of their annual retainer, meeting fees or other fees in Common Shares, Restricted Stock, Restricted Stock Units or other awards under the Plan in lieu of cash.

      10. Other Awards.

      11. Incentive Awards. The Board is authorized to grant Incentive Awards, which awards shall represent a conditional right to receive Restricted Stock or Restricted Stock Units upon achievement of pre-established Management Objectives, subject to the following terms and conditions:

      12. Administration of the Plan.

      13. Adjustments. The Board may make or provide for such adjustments in the numbers of Common Shares covered by outstanding Option Rights, Appreciation Rights, Restricted Stock Units, Performance Shares and Performance Units granted hereunder and, if applicable, in the number of Common Shares covered by other awards granted pursuant to Section 10 hereof, in the Option Price and Base Price provided in outstanding Appreciation Rights, and in the kind of shares covered thereby, as the Board, in its sole discretion may determine is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation,

spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Board, in its discretion, may provide in substitution for any or all outstanding awards under this Plan such alternative consideration, if any, as it may determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced. The Board may also make or provide for such adjustments in the numbers of shares specified in Section 3 of this Plan as the Board in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in this Section 13; provided, however, that any such adjustment to the number specified in Section 3(b)(i) will be made only if and to the extent that such adjustment would not cause any option intended to qualify as an Incentive Stock Option to fail so to qualify.

      14. Change in Control. For purposes of this Plan, except as may be otherwise prescribed by the Board in an Evidence of Award made under this Plan, a “Change in Control” shall be deemed to have occurred upon the occurrence of any of the following events:

      15. Detrimental Activity. Any Evidence of Award may provide that if a Participant, either during employment by the Company or a Subsidiary or within a specified period after termination of such employment, shall engage in any Detrimental Activity, and the Board shall so find, forthwith upon notice of such finding, the Participant shall:

      16. Non U.S. Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Board may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America or who provide services to the Company under an agreement with a foreign nation or agency, as the Board may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Board may approve such supplements to or amendments, restatements or alternative versions of this Plan (including, without limitation, sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company.

      17. Transferability.

      18. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the Board) may include relinquishment of a portion of such benefit. If a Participant’s benefit is to be received in the form of Common Shares, and such Participant fails to make arrangements for the payment of tax, the Company shall withhold such Common Shares having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when a Participant is required to pay the Company an amount required to be withheld under applicable income and employment tax laws, the Participant may elect to satisfy the obligation, in whole or in part, by electing to have withheld, from the shares required to be delivered to the Participant, Common Shares having a value equal to the

amount required to be withheld (except in the case of Restricted Stock where an election under Section 83(b) of the Code has been made), or by delivering to the Company other Common Shares held by such Participant. The shares used for tax withholding will be valued at an amount equal to the Market Value per Share of such Common Shares on the date the benefit is to be included in Participant’s income. In no event shall the Market Value per Share of the Common Shares to be withheld and delivered pursuant to this Section to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld. Participants shall also make such arrangements as the Company may require for the payment of any withholding tax obligation that may arise in connection with the disposition of Common Shares acquired upon the exercise of Option Rights.

      19. Compliance with Section 409A of the Code.

      20. Amendments.

      21. Governing Law. The Plan and all grants and awards and actions taken thereunder shall be governed by and construed in accordance with the internal substantive laws of the State of Ohio.

      22. Effective Date/Termination. This Plan will be effective as of the Effective Date. No grants will be made on or after the Effective Date under the Existing Plans, except that (i) outstanding awards granted under the Existing Plans will continue unaffected following the Effective Date; (ii) the provisions relating to the deferral of Director retainers and fees under the Amended and Restated Nonemployee Director Stock Plan shall continue to apply to services rendered through December 31, 2006; and (iii) awards of performance shares and performance units granted under the 1998 Equity and Performance Incentive Plan (As Amended and Restated Effective as of June 6, 2005) and outstanding as of the Effective Date may be converted to restricted stock under such plan once such performance shares and performance units are earned. No grant will be made under this Plan more than 10 years after the Effective Date, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan.

      23. Miscellaneous Provisions.

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Dear Shareholder:

      The enclosed voting instruction card permits you to give instructions on how to vote the common shares of The J. M. Smucker Company (“Smucker”) at the Annual Meeting of Shareholders to be held on August 17, 2006.

      The Company’s Amended and Restated Articles of Incorporation provide generally that each common share will entitle the holder to one vote on each matter properly submitted to shareholders, except for certain matters listed in the Amended and Restated Articles of Incorporation. The reverse side of this letter sets forth the matters entitled to ten votes per share and the specific length of time you must hold these shares in order to receive ten votes per share treatment.

      On those listed matters, shareholders are entitled to exercise ten votes per common share unless there has been a change in beneficial ownership of the common share within the last four years, as of the June 19, 2006 annual meeting record date. Additionally, Smucker common shares received in connection with the acquisition of International Multifoods Corporation on June 18, 2004 are also entitled to ten votes per share. In the event of a change in beneficial ownership, the new owner of that common share will be entitled to only one vote with respect to that common share on all matters until four years pass without a further change in beneficial ownership of the share.

      The ten vote per common share provisions apply to Proposal 3, Approval of The J. M. Smucker Company 2006 Equity Compensation Plan on this year’s ballot. In order to exercise the ten votes per common share provision, you must complete the “Certification of Ten-Vote Shares” section indicated on the voting instruction form. You will not be able to certify these ten-vote shares if voting by telephone. Should you choose not to complete the “Certification of Ten-Vote Shares” section, but have properly executed the voting instruction form, all shares represented will be counted as one vote per common share. Smucker reserves the right to request proof of beneficial ownership regarding shares you have certified which are entitled to ten votes per common share.

      Please contact our shareholder relations department at 330-684-3838 or One Strawberry Lane, Orrville, Ohio 44667 if you have any questions on certifying ten-vote shares.

Express Terms of Common Shares

Section 1. Except as expressly set forth in Section 2 of this Division II, each outstanding Common Share shall entitle the holder thereof to one vote on each matter properly submitted to the shareholders for their vote, consent, waiver, release, or other action, including any vote or consent for the election or removal of directors.

Section 2. (a) Notwithstanding Section 1 of this Division II, each outstanding Common Share shall entitle the holder thereof to ten votes on each of the following matters properly submitted to the shareholders to the extent such matters (x) are required under the Ohio Revised Code, any provisions of these Amended Articles of Incorporation or the Regulations of the Company or applicable stock exchange rules, to be submitted to the shareholders for their vote, consent, waiver or other action or (y) are submitted or presented to the shareholders for their vote, consent waiver or other action: (1) any matter that relates to or would result in the dissolution or liquidation of the Company, whether voluntary or involuntary, and whether pursuant to Section 1701.86 or 1701.91 of the Ohio Revised Code or otherwise, (2) the adoption of any amendment to these Amended Articles of Incorporation, or the Regulations of the Company, or the adoption of Amended Articles of Incorporation, other than the adoption of any amendment or Amended Articles of Incorporation that increases the number of votes to which holders of Common Shares are entitled or expand the matters to which this Section 2(a) applies, (3) any proposal or other action to be taken by the shareholders of the Company, whether or not proposed by the shareholders of the Company, and whether proposed by authority of the Board of Directors or otherwise, relating to the Rights Agreement, dated as of April 22, 1999, as amended on August 28, 2000, and as it may be further amended from time to time pursuant to its terms, or any successor plan, (4) any matter relating to any stock option plan, stock purchase plan, executive compensation plan, executive benefit plan, or other similar plan, arrangement or agreement, (5) adoption of any agreement or plan of or for the merger, consolidation, or majority share acquisition of the Company or any subsidiary with or into any other person, whether domestic or foreign, corporate, or noncorporate, or the authorization of the lease, sale, exchange, transfer or other disposition of all, or substantially all, of the Company’s assets, (6) any matter submitted to the shareholders pursuant to Article Fifth or Article Seventh of these Amended Articles of Incorporation, as they may be further amended, or any issuance of shares of the Company for which shareholder approval is required by applicable stock exchange rules or (7) any matter relating to the issuance of shares of the Company, or the repurchase of shares of the Company that the Board of Directors determines is required or appropriate to be submitted to the shareholders under the Ohio Revised Code or applicable stock exchange rules, except that:

(b) A change in beneficial ownership of an outstanding Common Share shall be deemed to have occurred whenever a change occurs in any person or group of persons who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares (1) voting power, which includes the power to vote, or to direct the voting of such Common Share, (2) investment power, which includes the power to direct the sale or other disposition of such Common Share, (3) the right to receive or retain the proceeds of any sale or other disposition of such Common Share, or (4) the right to receive any distributions, including cash dividends, in respect of such Common Share.

(c) Notwithstanding anything in this Section 2 of this Division II to the contrary, no change in beneficial ownership shall be deemed to have occurred solely as a result of:

(d) For purposes of Section 2 of this Division II, all determinations concerning changes in beneficial ownership, or the absence of any such change, shall be made by the Company or, at any time when a transfer agent is acting with respect to the Common Shares, by such transfer agent on the Company’s behalf. Written procedures designed to facilitate such determinations shall be established by the Company and refined from time to time. Such procedures shall provide, among other things, the manner of proof of facts that will be accepted and the frequency with which such proof may be required to be renewed. The Company and any transfer agent shall be entitled to rely on all information concerning beneficial ownership of the Common Shares coming to their attention from any source and in any manner reasonably deemed by them to be reliable, but neither the Company nor any transfer agent shall be charged with any other knowledge concerning the beneficial ownership of the Common Shares.

(e) In the event of any stock split or stock dividend with respect to the Common Shares, each Common Share acquired by reason of such split or dividend shall be deemed to have been beneficially owned by the same person continuously from the same date as that on which beneficial ownership of the Common Share, with respect to which such Common Share was distributed, was acquired.

Section 3. No reference to any matter in this Division II shall be deemed to entitle any shareholder of the Company the right to vote thereon, consent thereto, grant a waiver or release in respect thereof, or take any other action with respect thereto.

Section 4. Each Common Share, whether at any particular time the holder thereof is entitled to exercise ten votes or one vote pursuant to Section 2 of this Division II, shall be identical to all other Common Shares in all respects, and together the Common Shares shall constitute a single class of shares of the Company.