EXHIBIT 99(e)

                            THE J. M. SMUCKER COMPANY

              NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

                            (Adopted April 15, 2003)

The purposes of the nominating and corporate governance committee shall be to
assist the Board in identifying qualified individuals to become board members
and in developing and implementing corporate governance principles applicable to
the Board and the Company.

COMPOSITION

The size of the committee shall be determined by the Board, provided that the
committee shall always have at least three members, each of whom shall be
"independent" under the rules of the New York Stock Exchange ("NYSE").

The Board shall select committee members and the committee chair. Each committee
member will serve at the pleasure of the Board for such term as the Board may
decide or until such committee member is no longer a Board member.

DUTIES AND RESPONSIBILITIES

The committee has the following duties and responsibilities:

         Identify New Director Candidates. The committee shall identify and
         recommend individual candidates to the Board to become Board members
         and shall consider management and shareholder recommendations for
         director candidates. In recommending candidates, the committee shall
         consider such factors as it deems appropriate and shall recommend
         nominees who have the highest personal and professional integrity, who
         have demonstrated exceptional ability and judgment. The committee shall
         also refer to the Criteria for Board of Directors Candidates attached
         as Appendix A to this charter when reviewing potential candidates.

         Evaluate Incumbent Directors. The committee shall evaluate whether an
         incumbent director should be nominated for reelection to the Board upon
         expiration of such director's term. The committee shall use the same
         factors established for new director candidates to make its evaluation
         and shall also take into account the incumbent director's performance
         as a Board member.

         Develop Corporate Governance Guidelines. The committee shall develop
         and recommend to the Board corporate governance guidelines. At least
         annually, the committee shall (i) review those guidelines and recommend
         changes, if appropriate, and (ii) at least annually lead the Board in a
         discussion of major corporate governance issues.



         Board Self-Evaluation. The committee shall develop and recommend to the
         Board, for its approval, an annual self-evaluation process of the
         Board.

         Review Possible Conflicts of Interest. To the extent they should arise,
         the committee shall consider possible conflicts of interest of Board
         members and management and make recommendations to prevent, minimize,
         or eliminate such conflicts of interest.

         Succession Planning. The committee shall periodically review succession
         planning issues and report its findings and recommendations, if any, to
         the Board.

         Board Reports. At least annually, the committee shall report its
         activities to the Board and in such manner and at such times as the
         committee or the Board deems appropriate.

         Director Orientation/Training. The committee shall, as it deems
         appropriate, make recommendations regarding director orientation and
         continuing training of the Board.

         Other Delegated Duties or Responsibilities. The committee shall perform
         such other duties or responsibilities as the Board may from time to
         time delegate to it.

MEETINGS

The committee shall meet as frequently as necessary to carry out its
responsibilities under this charter. The committee shall have the authority to
delegate any of its responsibilities to subcommittees as the committee may deem
appropriate. The committee chair shall conduct the meetings and shall have such
other responsibilities as the committee or the Board may specify from time to
time.

The committee may request any officer of the Company, or any representative of
the Company's advisors, to attend a meeting or to meet with any member or
representative of the committee.

RESOURCES AND AUTHORITY

The committee shall have appropriate resources and authority to discharge its
responsibilities, including funding to compensate any consultants and any
independent advisors retained by the committee. The committee shall have the
authority to engage search firms to assist in the identification of director
candidates and the authority to set reasonable fees and other retention terms
for such search firms.

ANNUAL REVIEW

At least annually, the committee shall review this charter, and shall evaluate
its performance against the requirements of this charter. The committee shall
conduct its review and evaluation in such manner as it deems appropriate.

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                                   APPENDIX A
                          TO THE J. M. SMUCKER COMPANY

                       NOMINATING AND CORPORATE GOVERNANCE
                                COMMITTEE CHARTER

                                    CRITERIA
                                       FOR
                          BOARD OF DIRECTOR CANDIDATES

-        all director candidates should be committed to the Company's basic
         beliefs and shall be individuals of integrity, intelligence and
         strength of character;

-        nonemployee director candidates should meet the independence
         requirement of the NYSE and the Company's corporate governance
         guidelines to the extent necessary to ensure that a majority of the
         Board is independent as defined above;

-        nonemployee director candidates should also maintain independence
         necessary for an unbiased evaluation of management performance;

-        nonemployee director candidates should be able to effectively carry out
         responsibilities of oversight of the Company's strategy;

-        nonemployee directors should have either significant experience in a
         senior executive role with a major business organization or relevant
         experience from other professional backgrounds;

-        nonemployee directors should have a working knowledge of corporate
         governance issues and the changing role of boards, together with a firm
         commitment to attend and participate in Board meetings and related
         Board activities; and

-        board candidates must not have any affiliations or relationships with
         competitive businesses or organizations or other activities which could
         lead to a real or perceived conflict of interest.

     All candidates will be evaluated and selected consistent with the Company's
     policy of nondiscrimination.

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