CAMPBELL SOUP CO (Form: 10-Q, Received: 03/11/2009 16:27:31)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarterly Period Ended February 1, 2009		Commission File Number 1-3822


New Jersey State of Incorporation		21-0419870 I.R.S. Employer Identification No.

Campbell Place
Camden, New Jersey 08103-1799
Principal Executive Offices

Telephone Number: (856) 342-4800

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Yes o No þ

There were 353,414,904 shares of Capital Stock outstanding as of March 6, 2009.

PART I.

ITEM 1. FINANCIAL INFORMATION

CAMPBELL SOUP COMPANY CONSOLIDATED

Statements of Earnings

(unaudited)
(millions, except per share amounts)


	Three Months Ended				Six Months Ended
	February 1,		January 27,		February 1,			January 27,
	2009		2008		2009			2008

Net sales	$	2,122	$	2,218	$	4,372		$	4,403


Costs and expenses
Cost of products sold		1,285		1,329		2,664			2,622
Marketing and selling expenses		315		319		622			615
Administrative expenses		138		141		278			282
Research and development expenses		27		25		56			52
Other (income) / expense		2		4		(2	)		4

Total costs and expenses		1,767		1,818		3,618			3,575

Earnings before interest and taxes		355		400		754			828
Interest, net		25		42		57			84

Earnings before taxes		330		358		697			744
Taxes on earnings		101		98		208			216

Earnings from continuing operations		229		260		489			528
Earnings from discontinued operations		4		14		4			16

Net earnings	$	233	$	274	$	493		$	544


Per share — basic
Earnings from continuing operations	$	.65	$	.69	$	1.37		$	1.40
Earnings from discontinued operations		.01		.04		.01			.04

Net earnings	$	.66	$	.73	$	1.38		$	1.44


Dividends	$	.25	$	.22	$	.50		$	.44


Weighted average shares outstanding — basic		355		377		356			378


Per share — assuming dilution
Earnings from continuing operations	$	.63	$	.67	$	1.34		$	1.36
Earnings from discontinued operations		.01		.04		.01			.04

Net earnings	$	.64	$	.71	$	1.35		$	1.41


Weighted average shares outstanding — assuming dilution		362		386		364			387

See Notes to Consolidated Financial Statements.

The sum of the individual per share amounts does not equal net earnings per share due to rounding.

CAMPBELL SOUP COMPANY CONSOLIDATED

Balance Sheets

(unaudited)
(millions, except per share amounts)


	February 1,			August 3,
	2009			2008

Current assets
Cash and cash equivalents	$	80		$	81
Accounts receivable		658			570
Inventories		751			829
Other current assets		149			172
Current assets held for sale		—			41

Total current assets		1,638			1,693

Plant assets, net of depreciation		1,760			1,939
Goodwill		1,646			1,998
Other intangible assets, net of amortization		543			605
Other assets		324			211
Non-current assets held for sale		—			28

Total assets	$	5,911		$	6,474


Current liabilities
Notes payable	$	754		$	982
Payable to suppliers and others		504			655
Accrued liabilities		499			655
Dividend payable		90			81
Accrued income taxes		18			9
Current liabilities held for sale		—			21

Total current liabilities		1,865			2,403


Long-term debt		1,957			1,633
Other liabilities, including deferred income taxes of $381 and $354		1,052			1,119
Non-current liabilities held for sale		—			1

Total liabilities		4,874			5,156

Shareowners’ equity
Preferred stock; authorized 40 shares; none issued		—			—
Capital stock, $.0375 par value; authorized 560 shares; issued 542 shares		20			20
Additional paid-in capital		303			337
Earnings retained in the business		8,221			7,909
Capital stock in treasury, at cost		(6,972	)		(6,812	)
Accumulated other comprehensive loss		(535	)		(136	)

Total shareowners’ equity		1,037			1,318

Total liabilities and shareowners’ equity	$	5,911		$	6,474

See Notes to Consolidated Financial Statements.

CAMPBELL SOUP COMPANY CONSOLIDATED

Statements of Cash Flows

(unaudited)
(millions)


	Six Months Ended
	February 1,			January 27,
	2009			2008
Cash flows from operating activities:
Net earnings	$	493		$	544
Adjustments to reconcile net earnings to operating cash flow
Stock-based compensation		44			39
Resolution of tax matters (Note j)		—			(13	)
Depreciation and amortization		133			138
Deferred income taxes		53			21
Other, net		24			37
Changes in working capital
Accounts receivable		(144	)		(241	)
Inventories		23			3
Prepaid assets		22			18
Accounts payable and accrued liabilities		(169	)		(50	)
Pension fund contributions		(4	)		(38	)
Payments for hedging activities		(47	)		(4	)
Other		(10	)		(12	)

Net cash provided by operating activities		418			442

Cash flows from investing activities:
Purchases of plant assets		(98	)		(90	)
Sales of plant assets		—			2
Sale of business, net of cash divested (Note b)		38			—
Other, net		(2	)		2

Net cash used in investing activities		(62	)		(86	)

Cash flows from financing activities:
Net short-term borrowings		47			60
Long-term borrowings (repayments)		300			(40	)
Repayments of notes payable		(300	)		—
Dividends paid		(171	)		(162	)
Treasury stock purchases		(295	)		(203	)
Treasury stock issuances		69			19
Excess tax benefits on stock-based compensation		17			4
Other, net		(4	)		—

Net cash used in financing activities		(337	)		(322	)

Effect of exchange rate changes on cash		(20	)		8

Net change in cash and cash equivalents		(1	)		42
Cash and cash equivalents — beginning of period		81			71
Cash balance of discontinued operations — end of period		—			(18	)

Cash and cash equivalents — end of period	$	80		$	95

See Notes to Consolidated Financial Statements.

CAMPBELL SOUP COMPANY CONSOLIDATED

Statements of Shareowners’ Equity

(unaudited)
(millions, except per share amounts)


														Earnings			Accumulated
	Capital Stock										Additional			Retained			Other			Total
	Issued				In Treasury						Paid-in			in the			Comprehensive			Shareowners’
	Shares		Amount		Shares			Amount			Capital			Business			Income (Loss)			Equity


Balance at July 29, 2007		542	$	20		(163	)	$	(6,015	)	$	331		$	7,082		$	(123	)	$	1,295

Comprehensive income (loss)
Net earnings															544						544
Foreign currency translation adjustments, net of tax																		71			71
Cash-flow hedges, net of tax																		8			8
Pension and postretirement benefits, net of tax																		3			3

Other comprehensive income																		82			82

Total comprehensive income																					626

Impact of adoption of FIN 48 (Note j)															(6	)					(6	)
Dividends ($.44 per share)															(169	)					(169	)
Treasury stock purchased						(6	)		(203	)											(203	)
Treasury stock issued under management incentive and stock option plans						2			46			6									52

Balance at January 27, 2008		542	$	20		(167	)	$	(6,172	)	$	337		$	7,451		$	(41	)	$	1,595

Balance at August 3, 2008		542	$	20		(186	)	$	(6,812	)	$	337		$	7,909		$	(136	)	$	1,318

Comprehensive income (loss)
Net earnings															493						493
Foreign currency translation adjustments, net of tax																		(409	)		(409	)
Cash-flow hedges, net of tax																		(13	)		(13	)
Pension and postretirement benefits, net of tax																		23			23

Other comprehensive loss																		(399	)		(399	)

Total comprehensive income																					94

Dividends ($.50 per share)															(181	)					(181	)
Treasury stock purchased						(9	)		(295	)											(295	)
Treasury stock issued under management incentive and stock option plans						4			135			(34	)								101

Balance at February 1, 2009		542	$	20		(191	)	$	(6,972	)	$	303		$	8,221		$	(535	)	$	1,037

See Notes to Consolidated Financial Statements.

CAMPBELL SOUP COMPANY CONSOLIDATED
Notes to Consolidated Financial Statements

(unaudited)
(dollars in millions, except per share amounts)

(a)		Basis of Presentation / Accounting Policies

		The financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position, and cash flows for the indicated periods. All such adjustments are of a normal recurring nature. The accounting policies used in preparing these financial statements are consistent with those applied in the Annual Report on Form 10-K for the year ended August 3, 2008, except for the adoption of Statement of Financial Accounting Standards (SFAS) No. 157 “Fair Value Measurements” and SFAS No. 159 “The Fair Value Option for Financial Assets and Liabilities — Including an amendment of FASB Statement No. 115.” See Notes (c) and (n) for additional information. Certain reclassifications were made to the prior year amounts to conform with the current year presentation. The results for the period are not necessarily indicative of the results to be expected for other interim periods or the full year. There were 53 weeks in 2008. There will be 52 weeks in 2009.

(b)		Divestitures

		Discontinued Operations

		On March 18, 2008, the company completed the sale of its Godiva Chocolatier business for $850. The purchase price was subject to certain post-closing adjustments, which resulted in an additional $20 of proceeds. The company has reflected the results of this business as discontinued operations in the 2008 consolidated statements of earnings. The company used approximately $600 of the net proceeds to purchase company stock.

		The company recognized a $4 tax benefit in Earnings from discontinued operations during the three-month period ended February 1, 2009. The benefit was a result of an adjustment to the tax liability associated with the sale of the Godiva Chocolatier business.

		Results of discontinued operations were as follows:


	Three Months Ended					Six Months Ended
	February 1,		January 27,			February 1,		January 27,
	2009		2008			2009		2008


Net sales	$	—	$	189		$	—	$	303


Earnings from operations before taxes	$	—	$	33		$	—	$	36

Taxes on earnings — operations		—		(14	)		—		(15	)

Costs associated with the sale		—		(9	)		—		(9	)

Tax benefit from sale of business		4		4			4		4


Earnings from discontinued operations	$	4	$	14		$	4	$	16

		Other Divestitures

		In the third quarter of 2008, the company entered into an agreement to sell certain Australian salty snack food brands and assets. The transaction, which was completed on May 12, 2008, included the following salty snack brands: Cheezels , Thins , Tasty Jacks , French Fries , and Kettle Chips , certain other assets and the assumption of liabilities. Proceeds of the sale were nominal. The business had annual net sales of approximately $150. In connection with this transaction, the company recognized a pre-tax loss of $120 ($64 after tax or $.17 per share) in 2008. See also Note (l). The terms of the agreement require the company to provide a loan facility to the buyer of AUD $10, or approximately USD $6. The facility can be drawn down in AUD $5 increments, six months and nine months after the closing date. In November 2008, the buyer borrowed AUD $5 under the facility. Borrowings under the facility are to be repaid five years after the closing date. The company will also provide transition services for approximately one year.

		In July 2008, the company entered into an agreement to sell its sauce and mayonnaise business comprised of products sold under the Lesieur brand in France. The sale was completed on September 29, 2008 and resulted in $36 of proceeds. The purchase price was subject to working capital and other post-closing adjustments, which resulted in an additional $6 of proceeds. The business had annual net sales of approximately $70. The assets and liabilities of this business were reflected as assets and liabilities held for sale in the consolidated balance sheet as of August 3, 2008 and are comprised of the following:


Accounts receivable	$	32
Inventories		8
Prepaids		1

Current assets	$	41


Plant assets, net of depreciation	$	13
Goodwill and intangible assets		15

Non-current assets	$	28


Accounts payable	$	18
Accrued liabilities		3

Current liabilities	$	21


Deferred income taxes	$	1

Non-current liabilities	$	1

(c)		Recent Accounting Pronouncements

		In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157 “Fair Value Measurements,” which provides guidance for using fair value to measure assets and liabilities. SFAS No. 157 establishes a definition of fair value, provides a framework for measuring fair value and expands the disclosure requirements about fair value measurements. This standard does not require any new fair value measurements but rather applies to all other accounting pronouncements that require or permit fair value measurements. In February 2008, FASB Staff Position (FSP) No. FAS 157-2 was issued, which delayed by a year the effective date for certain nonfinancial assets and liabilities. The

		company adopted SFAS No. 157 for financial assets and liabilities in the first quarter of fiscal 2009. The adoption did not have a material impact on the consolidated financial statements. See Note (n) for additional information. The company is currently evaluating the impact of SFAS No. 157 as it relates to nonfinancial assets and liabilities.

		In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Liabilities — Including an amendment of FASB Statement No. 115.” SFAS No. 159 allows companies to choose, at specific election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item’s fair value in subsequent reporting periods must be recognized in current earnings. The company adopted SFAS No. 159 at the beginning of fiscal 2009. The company elected not to adopt the fair value option under SFAS No. 159 for eligible financial assets and liabilities.

		In December 2007, the FASB issued SFAS No. 141 (revised 2007) “Business Combinations,” which establishes the principles and requirements for how an acquirer recognizes the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date. This Statement applies to business combinations for which the acquisition date is after the beginning of the first annual reporting period beginning after December 15, 2008. Earlier adoption is not permitted. The company is currently evaluating the impact of SFAS No. 141 as revised.

		In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements — an Amendment of ARB No. 51.” SFAS No. 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be recorded as equity in the consolidated financial statements. This Statement also requires that consolidated net income shall be adjusted to include the net income attributed to the noncontrolling interest. Disclosure on the face of the income statement of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest is required. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. Earlier adoption is not permitted. The company is currently evaluating the impact of SFAS No. 160.

		In March 2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133,” which enhances the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) the location and amounts of derivative instruments in an entity’s financial statements, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. The guidance in SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The company is currently evaluating the impact of SFAS No. 161.

		In May 2008, the FASB issued SFAS No. 162 “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The company is currently evaluating the impact of SFAS No. 162.

		In June 2008, the FASB issued FSP Emerging Issues Task Force (EITF) 03-6-1 “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” FSP EITF 03-6-1 provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years. Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the provisions of FSP EITF 03-6-1. The company is currently evaluating the impact of FSP EITF 03-6-1.

		In December 2008, the FASB issued FSP FAS 132(R)-1 “Employers’ Disclosures about Postretirement Benefit Plan Assets,” which provides additional guidance on employers’ disclosures about the plan assets of defined benefit pension or other postretirement plans. The disclosures required by FSP FAS 132(R)-1 include a description of how investment allocation decisions are made, major categories of plan assets, valuation techniques used to measure the fair value of plan assets, the impact of measurements using significant unobservable inputs and concentrations of risk within plan assets. The disclosures about plan assets required by this FSP shall be provided for fiscal years ending after December 15, 2009. The company is currently evaluating the impact of FSP FAS 132(R)-1.

(d)		Stock-based Compensation

		The company provides compensation benefits by issuing unrestricted stock, restricted stock and restricted stock units (including EPS performance restricted stock/units and total shareowner return (TSR) performance restricted stock/units). In previous fiscal years, the company also issued stock options and stock appreciation rights to provide compensation benefits.

		Total pre-tax stock-based compensation recognized in Earnings from continuing operations was $19 for the three-month periods ended February 1, 2009 and January 27, 2008. Tax related benefits of $7 were also recognized for the three-month periods ended February 1, 2009 and January 27, 2008. Total pre-tax stock-based compensation recognized in Earnings from continuing operations was $44 and $37 for the six-month periods ended February 1, 2009 and January 27, 2008, respectively. Tax related benefits of $16 and $14 were also recognized for the six-month periods ended February 1, 2009 and January 27, 2008, respectively. Stock-based compensation associated with discontinued operations was $1 after tax for the three-month and six-month periods ended January 27, 2008. Cash received

		from the exercise of stock options was $69 and $19 for the six-month periods ended February 1, 2009 and January 27, 2008, respectively, and is reflected in cash flows from financing activities in the Consolidated Statements of Cash Flows.

		The following table summarizes stock option activity as of February 1, 2009:


						Weighted-Average		Aggregate
				Weighted-Average		Remaining		Intrinsic
(options in thousands)	Options			Exercise Price		Contractual Life		Value

Outstanding at August 3, 2008		20,705		$	27.42
Granted		—			—
Exercised		(2,597	)	$	26.86
Terminated		(77	)	$	47.60

Outstanding at February 1, 2009		18,031		$	27.41		3.8	$	61

Exercisable at February 1, 2009		18,031		$	27.41		3.8	$	61

		The total intrinsic value of options exercised during the six-month periods ended February 1, 2009, and January 27, 2008 was $30 and $8, respectively. As of February 1, 2009, compensation related to stock options was fully expensed. The company measured the fair value of stock options using the Black-Scholes option pricing model.

		The following table summarizes time-lapse restricted stock/units and EPS performance restricted stock/units as of February 1, 2009:


				Weighted-Average
				Grant-Date
(restricted stock/units in thousands)	Shares/Units			Fair Value

Nonvested at August 3, 2008		2,331		$	34.30
Granted		1,154		$	39.79
Vested		(1,028	)	$	34.15
Forfeited		(83	)	$	36.64

Nonvested at February 1, 2009		2,374		$	36.94

		The fair value of time-lapse restricted stock/units and EPS performance restricted stock/units is determined based on the number of shares granted and the quoted price of the company’s stock at the date of grant. Time-lapse restricted stock/units granted in fiscal 2005 are expensed on a graded-vesting basis. Time-lapse restricted stock/units granted in fiscal 2006 to fiscal 2009 are expensed on a straight-line basis over the vesting period, except for awards issued to retirement-eligible participants, which are expensed on an accelerated basis. EPS restricted stock/units are expensed on a graded-vesting basis, except for awards issued to retirement-eligible participants, which are expensed on an accelerated basis.

		As of February 1, 2009, total remaining unearned compensation related to nonvested time-lapse restricted stock/units and EPS performance restricted stock/units was $56, which will be amortized over the weighted-average remaining service period of 1.9 years. The fair

		value of restricted stock/units vested during the six-month periods ended February 1, 2009 and January 27, 2008 was $39 and $34, respectively. The weighted-average grant-date fair value of the restricted stock/units granted during the six-month period ended January 27, 2008 was $36.90.

		The following table summarizes TSR performance restricted stock/units as of February 1, 2009:


				Weighted-Average
				Grant-Date
(restricted stock/units in thousands)	Shares/Units			Fair Value

Nonvested at August 3, 2008		3,549		$	30.09
Granted		1,158		$	47.20
Vested		(1,184	)	$	29.01
Forfeited		(97	)	$	35.89

Nonvested at February 1, 2009		3,426		$	36.08

		The fair value of TSR performance restricted stock/units is estimated at the grant date using a Monte Carlo simulation. Expense is recognized on a straight-line basis over the service period. As of February 1, 2009, total remaining unearned compensation related to TSR performance restricted stock/units was $71, which will be amortized over the weighted-average remaining service period of 2.2 years. During the six-month period ended February 1, 2009, recipients of TSR performance restricted stock/units earned 125% of their initial grants based upon the company’s total shareowner return ranking in a performance peer group during a three-year period ended July 31, 2008. As a result, approximately 280,000 additional shares were awarded. The total fair value of TSR performance restricted stock/units vested during the six-month period ended February 1, 2009 was $57. The grant-date fair value of TSR performance restricted stock/units granted during the six-month period ended January 27, 2008 was $34.64.

(e)		Goodwill and Intangible Assets

		The following table sets forth balance sheet information for intangible assets, excluding goodwill, subject to amortization and intangible assets not subject to amortization:


	February 1, 2009					August 3, 2008
	Carrying		Accumulated			Carrying		Accumulated
	Amount		Amortization			Amount		Amortization

Intangible assets subject to amortization ¹ :
Other	$	11	$	(7	)	$	12	$	(7	)


Intangible assets not subject to amortization:
Trademarks	$	539				$	600


¹		Amortization related to these assets was less than $1 for the six-month periods ended February 1, 2009 and January 27, 2008. The estimated aggregated amortization expense for each of the five succeeding fiscal years is less than $1 per year. Asset useful lives range from ten to twenty years.

Changes in the carrying amount for goodwill for the period ended February 1, 2009 are as follows:


	U.S. Soup,					International			North
	Sauces and		Baking and			Soup, Sauces			America
	Beverages		Snacking			and Beverages			Foodservice		Total

Balance at August 3, 2008	$	434	$	744		$	674		$	146	$	1,998

Foreign currency translation adjustment		—		(232	)		(120	)		—		(352	)


Balance at February 1, 2009	$	434	$	512		$	554		$	146	$	1,646

(f)		Comprehensive Income

		Total comprehensive income comprises net earnings, net foreign currency translation adjustments, adjustments to net unrealized gains (losses) on cash-flow hedges and adjustments to net unamortized pension and postretirement benefits.

		Total comprehensive income for the three-month periods ended February 1, 2009 and January 27, 2008, was $206 and $265, respectively. Total comprehensive income for the six-month periods ended February 1, 2009 and January 27, 2008, was $94 and $626, respectively.

		The components of Accumulated other comprehensive loss consisted of the following:


	February 1,			August 3,
	2009			2008

Foreign currency translation adjustments, net of tax ¹	$	(168	)	$	241
Cash-flow hedges, net of tax ²		(8	)		5
Unamortized pension and postretirement benefits, net of tax: ³
Net actuarial loss		(355	)		(376	)
Prior service cost		(4	)		(6	)


Total Accumulated other comprehensive loss	$	(535	)	$	(136	)


¹		Includes a tax expense of $1 as of February 1, 2009 and $10 as of August 3, 2008.

²		Includes a tax benefit of $6 as of February 1, 2009 and a tax expense of $3 as of August 3, 2008.

³		Includes a tax benefit of $196 as of February 1, 2009 and $205 as of August 3, 2008.

(g)		Earnings Per Share

		For the periods presented in the Statements of Earnings, the calculations of basic EPS and EPS assuming dilution vary in that the weighted average shares outstanding assuming dilution include the incremental effect of stock options and restricted stock programs, except when such effect would be antidilutive. Stock options to purchase 1.6 million and 1 million shares of capital stock for the three-month and six-month periods ended February 1, 2009, respectively, and stock options to purchase 1 million shares of capital stock for both the three-month and six-month periods ended January 27, 2008 were not included in the calculation of diluted earnings per share because the exercise price of the stock options exceeded the average market price of the capital stock and therefore, the effect would be antidilutive.

(h)		Segment Information

		Campbell Soup Company, together with its consolidated subsidiaries, is a global manufacturer and marketer of high-quality, branded convenience food products. The company manages and reports the results of operations in the following segments: U.S. Soup, Sauces and Beverages, Baking and Snacking, International Soup, Sauces and Beverages, and North America Foodservice.

		The U.S. Soup, Sauces and Beverages segment includes the following retail businesses: Campbell’s condensed and ready-to-serve soups; Swanson broth, stocks and canned poultry; Prego pasta sauce; Pace Mexican sauce; Campbell’s canned pasta, gravies, and beans; V8 juice and juice drinks; Campbell’s tomato juice; and Wolfgang Puck soups, stocks, and broths.

		The Baking and Snacking segment includes the following businesses: Pepperidge Farm cookies, crackers, bakery and frozen products in U.S. retail; Arnott’s biscuits in Australia and Asia Pacific; and Arnott’s salty snacks in Australia.

		The International Soup, Sauces and Beverages segment includes the soup, sauce and beverage businesses outside of the United States, including Europe, Latin America, the Asia Pacific region, as well as the emerging markets of Russia and China, and the retail business in Canada.

		The North America Foodservice segment represents the distribution of products such as soup, specialty entrees, beverage products, other prepared foods and Pepperidge Farm products through various food service channels in the United States and Canada.

		Accounting policies for measuring segment assets and earnings before interest and taxes are substantially consistent with those described in the company’s 2008 Annual Report on Form 10-K. The company evaluates segment performance before interest and taxes. Beginning in fiscal 2009, unrealized gains and losses on commodity hedging activities are excluded from segment operating earnings and are recorded in Corporate expenses as these open positions represent hedges of future purchases. Upon closing of the contracts, the realized gain or loss is transferred to segment operating earnings, which allows the segments to reflect the economic effects of the hedge without exposure to quarterly volatility of unrealized gains and losses. In prior periods, unrealized gains and losses on commodity hedging activities were not material. North America Foodservice products are principally produced by the

tangible assets of the company’s other segments, except for refrigerated soups, which are produced in a separate facility, and certain other products, which are produced under contract manufacturing agreements. Accordingly, with the exception of a refrigerated soup facility, plant assets are not allocated to the North America Foodservice operations. Depreciation, however, is allocated to North America Foodservice based on production hours.

February 1, 2009

Three Months Ended

Six Months Ended

Earnings

Before Interest

Net Sales

and Taxes ²

Net Sales

and Taxes ²

U.S. Soup, Sauces and Beverages

1,128

270

2,326

584

Baking and Snacking

440

949

136

International Soup, Sauces and Beverages

391

771

North America Foodservice

163

326

Corporate ¹

—

(28

)

—

(75

)

Total

2,122

355

4,372

754

January 27, 2008


	Three Months Ended					Six Months Ended
			Earnings					Earnings
			Before Interest					Before Interest
	Net Sales		and Taxes			Net Sales		and Taxes

U.S. Soup, Sauces and Beverages	$	1,093	$	286		$	2,190	$	595

Baking and Snacking		491		68			1,023		140

International Soup, Sauces and Beverages		458		61			848		112

North America Foodservice		176		20			342		44

Corporate ¹		—		(35	)		—		(63	)


Total	$	2,218	$	400		$	4,403	$	828


¹		Represents unallocated corporate expenses. The six-month period ended February 1, 2009 includes unrealized losses on commodity hedges of $26.

²		Earnings before interest and taxes by segment include restructuring related costs of $6 in North America Foodservice and $2 in Baking and Snacking for the three-month period ended February 1, 2009. Earnings before interest and taxes by segment include restructuring related costs of $13 in North America Foodservice and $2 in Baking and Snacking for the six-month period ended February 1, 2009. See Note (l) for additional information on restructuring charges.

(i)

Inventories


	February 1, 2009		August 3, 2008

Raw materials, containers and supplies	$	279	$	313
Finished products		472		516

	$	751	$	829

(j)		Taxes on Earnings

		The company adopted the provisions of the FASB Interpretation No. 48 (FIN 48) “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” as of July 30, 2007 (the beginning of fiscal 2008). Upon adoption, the company recognized a cumulative-effect adjustment of $6 as an increase in the liability for unrecognized tax benefits, including interest and penalties, and a reduction in retained earnings.

		During the three-month period ended November 2, 2008, the balance of unrecognized tax benefits, including interest and penalties, and tax expense were reduced by $12 following the finalization of U.S. federal and state tax audits. Fiscal 2007 and thereafter remain open to U.S. federal audits.

		In the three-month period ended January 27, 2008, the company finalized a favorable state tax agreement that resulted in a $13 benefit.

(k)		Accounting for Derivative Instruments

		The company utilizes certain derivative financial instruments to enhance its ability to manage risk including interest rate, foreign currency, commodity and certain equity-linked deferred compensation exposures that exist as part of ongoing business operations. A description of the company’s use of derivative instruments is included in the Annual Report on Form 10-K for the year ended August 3, 2008.

		Interest Rate Swaps

		The notional amount of outstanding fair-value interest rate swaps at February 1, 2009 totaled $500 with a maximum maturity date of October 2013. The fair value of such instruments was a gain of $43 as of February 1, 2009.

		In June 2008, the company entered into two forward starting interest rate swap contracts with a combined notional value of $200 to hedge an anticipated debt offering in fiscal 2009. These swaps were settled as of November 2, 2008, at a loss of $13. In January 2009, the company issued $300 ten-year 4.50% notes. The loss on the swap contracts will be amortized over the life of the debt as additional interest expense.

		Foreign Currency Contracts

		The fair value of foreign exchange forward and cross-currency swap contracts accounted for as cash-flow hedges was a gain of $11 at February 1, 2009. The notional amount was $314 at February 1, 2009.

The company also enters into certain foreign exchange forward and variable-to-variable cross-currency swap contracts that are not designated as accounting hedges. These instruments are primarily intended to reduce volatility of certain intercompany financing transactions. The fair value of these instruments was a gain of $81 at February 1, 2009. The notional amount was $627 at February 1, 2009.

Foreign exchange forward contracts typically have maturities of less than eighteen months. Cross-currency swap contracts mature in 2009 through August 2013. Principal currencies include the Canadian dollar, euro, Australian dollar, Swedish krona, New Zealand dollar, British pound and Japanese yen.

Commodities

The company enters into certain commodity futures contracts to reduce volatility of price fluctuations for commodities such as natural gas, soybean oil, corn, wheat, aluminum, soybean meal, heating oil and cocoa. Commodity futures contracts are typically accounted for as cash-flow hedges or are not designated as accounting hedges. The notional amount of commodity futures contracts was $105 at February 1, 2009 and the fair value was a loss of $35. The company recorded a loss of $26 in the Statements of Earnings related to the fair value of open contracts for the six-month period ended February 1, 2009.

As of February 1, 2009, the accumulated derivative net loss in other comprehensive loss for cash-flow hedges, including the foreign exchange forward and cross-currency contracts, commodity futures contracts, forward starting swap contracts, and treasury lock agreements was $8, net of tax. As of August 3, 2008, the accumulated derivative net gain in other comprehensive income was $5, net of tax. Reclassifications from Accumulated other comprehensive income (loss) into the Statements of Earnings during the quarter ended February 1, 2009 were not material. Reclassifications during the remainder of 2009 are not expected to be material. At February 1, 2009, the maximum maturity date of any cash-flow hedge was August 2013.

(l)		Restructuring Charges

		On April 28, 2008, the company announced a series of initiatives to improve operational efficiency and long-term profitability, including selling certain salty snack food brands and assets in Australia, closing certain production facilities in Australia and Canada, and streamlining the company’s management structure. As a result of these initiatives, in 2008, the company recorded a restructuring charge of $175 ($102 after tax or $.27 per share). The charge consisted of a net loss of $120 ($64 after tax) on the sale of certain Australian salty snack food brands and assets, $45 ($31 after tax) of employee severance and benefit costs, including the estimated impact of curtailment and other pension charges, and $10 ($7 after tax) of property, plant and equipment impairment charges. In addition, approximately $7 ($5 after tax or $.01 per share) of costs related to these initiatives were recorded in Cost of products sold, primarily representing accelerated depreciation on property, plant and equipment. The aggregate after-tax impact of restructuring charges and related costs in 2008 was $107, or $.28 per share. In the first and second quarters of 2009, the company recorded approximately $15 ($10 after tax or $.03 per share) of costs related to these initiatives in Cost of products sold. Approximately $13 of the costs represented accelerated depreciation on property, plant and equipment and approximately $2 related to other exit costs. The company expects to incur additional pre-tax costs of approximately $23,

consisting of the following: approximately $13 in employee severance and benefit costs, including the estimated impact of curtailment and other pension charges; approximately $4 in accelerated depreciation of property, plant and equipment; and approximately $6 in other exit costs. Of the aggregate $220 of pre-tax costs for the total program, the company expects approximately $50 will be cash expenditures, the majority of which will be spent in 2009.

A summary of the pre-tax costs is as follows:


						Recognized			Remaining
	Total		Change in			as of			Costs to be
	Program		Estimate ¹			February 1, 2009			Recognized

Severance pay and benefits	$	62	$	(4	)	$	(45	)	$	13

Asset impairment/accelerated depreciation		158		(4	)		(150	)		4

Other exit costs		10		(2	)		(2	)		6


Total	$	230	$	(10	)	$	(197	)	$	23


¹		Primarily due to foreign currency translation.

Details of the components of the program are as follows:

In April 2008, as part of the previously discussed initiatives, the company announced plans to close the Listowel, Ontario, Canada food plant. The Listowel facility produces primarily frozen products, including soup, entrees, and Pepperidge Farm products, as well as ramen noodles. The facility employed approximately 500 people. The company plans to operate the facility through April 2009 and transition production to its network of North American contract manufacturers and to its Downingtown, Pennsylvania plant. As a result, the company recorded $20 ($14 after tax) of employee severance and benefit costs, including the estimated impact of curtailment and other pension charges, and $7 ($5 after tax) in accelerated depreciation of property, plant and equipment in 2008. In the first and second quarters of 2009, the company recorded $12 ($8 after tax) in accelerated depreciation of property, plant and equipment and $1 of other exit costs. The company expects to incur approximately $13 in additional employee severance and benefit costs, approximately $4 in accelerated depreciation of property, plant and equipment, and approximately $3 in other exit costs.

approximately 150 people, in the second quarter of 2009. In connection with this action, the company recorded $10 ($7 after tax) of property, plant and equipment impairment charges and $8 ($6 after tax) in employee severance and benefit costs in 2008. In the second quarter of 2009, the company recorded $1 in accelerated depreciation of property, plant and equipment and $1 of other exit costs. The company expects to incur an additional $3 in other exit costs.

As part of the previously discussed initiatives, the company is streamlining its management structure and eliminating certain overhead costs. These actions began in the fourth quarter of 2008 and will be substantially completed in 2009. In connection with this action, the company recorded $17 ($11 after tax) in employee severance and benefit costs in 2008.

A summary of restructuring activity and related reserves at February 1, 2009 is as follows:


								Foreign
	Accrued							Currency			Accrued
	Balance at		2009		Cash			Translation			Balance at
	August 3, 2008		Charge		Payments			Adjustment			February 1, 2009

Severance pay and benefits	$	37		—		(12	)		(8	)	$	17

Asset impairment/accelerated depreciation		—		13								—

Other exit costs		—		2								—

	$	37	$	15							$	17

A summary of total charges by reportable segment is as follows:


	U.S. Soup,				International		North
	Sauces and		Baking and		Soup, Sauces		America
	Beverages		Snacking		and Beverages		Foodservice		Total

Severance pay and benefits	$	—	$	14	$	9	$	22	$	45

Asset impairment/accelerated depreciation		—		131		—		19		150

Other exit costs		—		1		—		1		2

	$	—	$	146	$	9	$	42	$	197

		The company expects to incur additional pre-tax costs of approximately $23 by segment as follows: Baking and Snacking — $3 and North America Foodservice — $20. The total pre-tax costs of $220 expected to be incurred by segment is as follows: Baking and Snacking — $149, International Soup, Sauces and Beverages — $9 and North America Foodservice — $62.

(m)		Pension and Postretirement Medical Benefits

		The company sponsors certain defined benefit plans and postretirement medical benefit plans for employees. Components of benefit expense were as follows:


	Pension						Postretirement
	February 1,			January 27,			February 1,		January 27,
Three Months Ended	2009			2008			2009		2008

Service cost	$	12		$	12		$	1	$	1
Interest cost		30			30			6		6
Expected return on plan assets		(41	)		(42	)		—		—
Amortization of prior service cost		—			1			—		—
Recognized net actuarial loss		5			4			—		—
Curtailment loss		—			2			—		—
Special termination benefits		—			4			—		—

Net periodic benefit expense	$	6		$	11		$	7	$	7


	Pension						Postretirement
	February 1,			January 27,			February 1,		January 27,
Six Months Ended	2009			2008			2009		2008

Service cost	$	23		$	24		$	2	$	2
Interest cost		61			59			11		11
Expected return on plan assets		(82	)		(84	)		—		—
Amortization of prior service cost		1			1			—		—
Recognized net actuarial loss		9			10			—		—
Curtailment loss		—			2			—		—
Special termination benefits		—			4			—		—

Net periodic benefit expense	$	12		$	16		$	13	$	13

The curtailment loss and special termination benefits related to the sale of the Godiva Chocolatier business and were included in discontinued operations.

Contributions to the U.S. pension plans are not required this fiscal year. Contributions of $4 were made to the non-U.S. plans as of February 1, 2009. Contributions to non-U.S. plans are expected to be $5 during the remainder of the fiscal year.

(n)		Fair Value Measurements

		In the first quarter of fiscal 2009, the company adopted SFAS No. 157 “Fair Value Measurements” for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements.

		SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels are as follows:

	•		Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

	•		Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with observable market data.

	•		Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The adoption of SFAS No. 157 did not have a material impact on the consolidated financial statements.

The financial assets and liabilities subject to fair value measurements are as follows:


	Fair Value		Fair Value Measurements at 2/1/09
	as of		Using Fair Value Hierarchy
	2/1/09		Level 1		Level 2		Level 3
Assets:
Interest rate swaps ¹	$	43	$	—	$	43	$	—
Foreign currency forward contracts ²		8		—		8		—
Cross-currency swap contracts ³		99		—		99		—
Deferred compensation derivatives ⁵		1		—		1		—

Total	$	151	$	—	$	151	$	—


Liabilities:
Commodity derivatives ⁴	$	35	$	35	$	—	$	—
Foreign currency forward contracts ²		2		—		2		—
Cross-currency swap contracts ³		13		—		13		—
Deferred compensation obligation ⁶		148		74		74		—

Total	$	198	$	109	$	89	$	—


¹		Based on LIBOR swap rates.

²		Based on observable market transactions of spot currency rates and forward rates.

³		Based on observable local benchmarks for currency and interest rates.

⁴		Based on quoted futures exchanges.

⁵		Based on LIBOR and equity index swap rates.

⁶		Based on the fair value of the participants’ investments.

(o)		Supplemental Cash Flow Information

		Other cash used in operating activities for the six-month periods is comprised of the following:


	February 1, 2009			January 27, 2008

Benefit related payments	$	(19	)	$	(17	)
Other		9			5

	$	(10	)	$	(12	)

(p)		Share Repurchase Programs

		In June 2008, the company’s Board of Directors authorized the purchase of up to $1,200 of company stock through fiscal 2011. This program began in fiscal 2009. In addition to this publicly announced program, the company repurchases shares to offset the impact of dilution from shares issued under the company’s stock compensation plans.

		During the six-month period ended February 1, 2009, the company repurchased 9 million shares at a cost of $295. Of this amount, $197 were repurchased pursuant to the company’s June 2008 publicly announced share repurchase program. Approximately $1,003 remains available under this program as of February 1, 2009.

		During the six-month period ended January 27, 2008, the company repurchased 6 million shares at a cost of $203. The majority of these shares were repurchased pursuant to the company’s November 2005 publicly announced share repurchase program, which was completed during the third quarter of fiscal 2008.

ITEM 2.

CAMPBELL SOUP COMPANY CONSOLIDATED
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

OVERVIEW

Basis of Presentation

On March 18, 2008, the company completed the sale of its Godiva Chocolatier business for $850 million, pursuant to a Sale and Purchase Agreement dated December 20, 2007. The purchase price was subject to certain post-closing adjustments, which resulted in an additional $20 million of proceeds. The company has reflected the results of this business as discontinued operations in the 2008 consolidated statements of earnings. The company used approximately $600 million of the net proceeds to purchase company stock. See Note (b) to the Consolidated Financial Statements for additional information.

In the third quarter of 2008, the company entered into an agreement to sell certain Australian salty snack food brands and assets. The transaction, which was completed on May 12, 2008, included salty snack brands such as Cheezels , Thins , Tasty Jacks , French Fries , and Kettle Chips , certain other assets and the assumption of liabilities. Proceeds of the sale were nominal. The business had annual net sales of approximately $150 million. This transaction is included in the restructuring initiatives described in Note (l).

In July 2008, the company entered into an agreement to sell its sauce and mayonnaise business comprised of products sold under the Lesieur brand in France. The sale was completed on September 29, 2008 and resulted in $36 million of proceeds. The purchase price was subject to working capital and other post-closing adjustments, which resulted in an additional $6 million of proceeds. The business had annual net sales of approximately $70 million. See Note (b) to the Consolidated Financial Statements for additional information.

Results of Operations

Net earnings were $233 million for the second quarter ended February 1, 2009, versus $274 million in the comparable quarter a year ago. Net earnings per share were $.64 compared to $.71 a year ago. (All earnings per share amounts included in Management’s Discussion and Analysis are presented on a diluted basis.) Net sales decreased 4% to $2.1 billion in 2009 from $2.2 billion last year.

The following items impacted the comparability of net earnings and net earnings per share:

Continuing Operations

•

In the second quarter of fiscal 2009, the company recorded pre-tax restructuring related costs of $8 million ($5 million after tax or $.01 per share) associated with the previously announced initiatives to improve operational efficiency and long-term profitability. In

the six-months ended February 1, 2009, the company recorded pre-tax restructuring related costs of $15 million ($10 million after tax or $.03 per share). See Note (l) to the Consolidated Financial Statements and “Restructuring Charges” for additional information;

•

In the second quarter of 2008, the company recognized a non-cash tax benefit of $13 million ($.03 per share) from the favorable resolution of a state tax contingency in the United States;

Discontinued Operations

	•		In the second quarter of fiscal 2009, the company recorded a $4 million tax benefit ($.01 per share) related to the sale of the Godiva Chocolatier business; and

	•		In the second quarter of 2008, the company recognized costs of $9 million ($5 after tax or $.01 per share) associated with the sale of the Godiva Chocolatier business.

The items impacting comparability are summarized below:


	Three Months Ended
	2009						2008
(millions, except per share amounts)	Earnings Impact			EPS Impact			Earnings Impact			EPS Impact

Earnings from continuing operations	$	229		$	0.63		$	260		$	0.67


Earnings from discontinued operations	$	4		$	0.01		$	14		$	0.04


Net earnings	$	233		$	0.64		$	274		$	0.71


Continuing operations:

Restructuring related costs	$	5		$	0.01		$	—		$	—

Benefit from resolution of state tax contingency		—			—			(13	)		(0.03	)

Discontinued operations:

Tax benefit from sale of Godiva Chocolatier business	$	(4	)	$	(0.01	)	$	—		$	—

Costs associated with the sale of Godiva Chocolatier business		—			—			5			0.01


Impact of significant items on net earnings ¹	$	1		$	0.01		$	8		$	(0.02	)


¹		The sum of the individual per share amounts does not equal due to rounding.

The company reported earnings from continuing operations of $229 million for the second quarter ended February 1, 2009, versus $260 million in the comparable quarter a year ago. Earnings per share from continuing operations were $.63 compared to $.67 a year ago. After factoring in the items impacting comparability, earnings from continuing operations decreased primarily due to the unfavorable impact of currency. After factoring in the items impacting comparability, earnings per share from continuing operations in the current quarter benefited from a reduction in the weighted average diluted shares outstanding, which was primarily due to share repurchases utilizing the net proceeds from the divestiture of the Godiva Chocolatier business and the company’s strategic share repurchase programs. Earnings per share from continuing operations were negatively impacted by $.04 from currency translation.

Earnings from discontinued operations of $4 million for the second quarter ended February 1, 2009 represented an adjustment to the tax liability associated with the sale of the Godiva Chocolatier business. Earnings from discontinued operations were $14 million in the comparable quarter a year

ago and included costs associated with the sale of the Godiva Chocolatier business and operating performance. Earnings per share from discontinued operations were $.01 compared to $.04 a year ago.

After factoring in the items impacting comparability, net earnings and net earnings per share decreased. Net earnings per share were negatively impacted by $.04 from currency translation. Net earnings per share in the current quarter benefited from a reduction in the weighted average diluted shares outstanding primarily due to share repurchases utilizing the net proceeds from the divestiture of the Godiva Chocolatier business and the company’s strategic share repurchase programs.

Currency translation could continue to impact fiscal 2009 results. Approximately 25 to 30 percent of sales and earnings are from non-U.S. operations. Given the strength and volatility of the U.S. dollar against the principal foreign currencies where the company operates, including the Australian dollar, the Canadian dollar and the euro, fluctuations in foreign currency exchange rates can have a significant impact on reported results. Given the market volatility, it is difficult to forecast the impact of currency. If currency exchange rates were to remain the same as at quarter end, currency translation would negatively impact sales and net earnings per share growth rates by approximately 5 percentage points in fiscal 2009.


	Six Months Ended
	2009						2008
(millions, except per share amounts)	Earnings Impact			EPS Impact			Earnings Impact			EPS Impact

Earnings from continuing operations	$	489		$	1.34		$	528		$	1.36


Earnings from discontinued operations	$	4		$	0.01		$	16		$	0.04


Net earnings ¹	$	493		$	1.35		$	544		$	1.41


Continuing operations:

Restructuring related costs	$	10		$	0.03		$	—		$	—

Unrealized losses on commodity hedges		16			0.04			—			—

Benefit from resolution of state tax contingency		—			—			(13	)		(0.03	)

Discontinued operations:

Tax benefit from the sale of Godiva Chocolatier business	$	(4	)	$	(0.01	)	$	—		$	—

Costs associated with the sale of Godiva Chocolatier business		—			—			5			0.01


Impact of significant items on net earnings	$	22		$	0.06		$	(8	)	$	(0.02	)


¹		The sum of the individual per share amounts does not equal due to rounding.

For the six-months ended February 1, 2009, net earnings were $493 million compared to $544 million a year ago. Net earnings per share were $1.35 compared to $1.41 a year ago. Net sales decreased 1% to $4.372 billion in 2009 from $4.403 billion last year.

For the six-months ended February 1, 2009, earnings from continuing operations were $489 million compared to $528 million a year ago. Earnings per share from continuing operations were $1.34 compared to $1.36 a year ago. After factoring in the items impacting comparability, earnings from continuing operations were flat compared to the prior year while earnings per share from continuing operations in the current period increased due to the benefit from a reduction in the weighted average diluted shares outstanding, which was primarily due to share repurchases utilizing the net proceeds from the divestiture of the Godiva Chocolatier business and the company’s strategic share repurchase programs. Earnings per share from continuing operations were negatively impacted by $.05 from currency translation.

For the six-months ended February 1, 2009, earnings from discontinued operations of $4 million represented an adjustment to the tax liability associated with the sale of the Godiva Chocolatier business. Earnings from discontinued operations were $16 million in 2008 and included costs associated with the sale of the Godiva Chocolatier business and operating performance. Earnings per share from discontinued operations were $.01 in 2009 and $.04 in 2008.

After factoring in the items impacting comparability, net earnings declined primarily due to the unfavorable impact of currency while net earnings per share increased. Net earnings per share were negatively impacted by $.05 from currency translation. Net earnings per share benefited from a reduction in the weighted average diluted shares outstanding, which was primarily due to share repurchases utilizing the net proceeds from the divestiture of the Godiva Chocolatier business and the company’s strategic share repurchase programs.

Developments in Key Strategic Initiatives

The company continues to implement previously announced plans and programs intended to advance its seven key strategies to achieve long-term sustainable sales and earnings growth. Consistent with its strategic focus on wellness, quality and convenience, the company is pursuing initiatives designed to meet the growing consumer interest in health and nutrition. In the first six months of fiscal 2009, the company continued to support the introduction of Campbell’s Select Harvest , a line of ready-to-serve soups with lower sodium, and Campbell’s V8 soups, a line of 100% vegetable soups in aseptic packaging. The company also lowered the sodium level in its entire line of condensed children’s soups, expanded the availability of its gravity-feed shelving systems for condensed, ready-to-serve and convenience soup products, and introduced a new line of Swanson stock. Commencing in fiscal 2010, the company plans to further reduce the sodium level in a number of its soup products. The sodium level in the company’s iconic Campbell’s condensed tomato soup will be reduced by 32% to the healthy level of sodium (defined by the U.S. government as 480 mg per serving) while maintaining its classic taste profile. The company also plans to reduce the sodium level in its Campbell’s V8 soups to 480 mg per serving and in its Healthy Request soups from 480 mg to 410 mg per servings, further enhancing the nutritional profile of both lines. Similarly, the company plans to restage its line of Campbell’s Chunky soups to make them heartier and healthier, with enhanced vegetable and protein content. Finally, the company plans to launch five new or restaged varieties of light condensed soup and to make a number of changes to its Campbell’s Select Harvest soup and its Swanson broth offerings, enhancing their consumer appeal. The focus on wellness, quality and convenience is not limited to the company’s soup products, as the company continues to emphasize the health credentials of many of its other products, such as V8 beverages and many of its Pepperidge Farm products.

SECOND QUARTER

Sales

An analysis of net sales by reportable segment follows:


	(millions)
	2009		2008		% Change

U.S. Soup, Sauces and Beverages	$	1,128	$	1,093		3	%
Baking and Snacking		440		491		(10	)
International Soup, Sauces and Beverages		391		458		(15	)
North America Foodservice		163		176		(7	)

	$	2,122	$	2,218		(4	)%

An analysis of percent change of net sales by reportable segment follows:


							International
	U.S. Soup,			Baking			Soup,			North
	Sauces and			and			Sauces and			America
	Beverages			Snacking			Beverages			Foodservice			Total
Volume and Mix		(3	)%		(1	)%		(5	)%		(9	)%		(3	)%
Price and Sales Allowances		10			9			5			6			9
(Increased)/Decreased Promotional Spending ¹		(4	)		(2	)		1			(1	)		(3	)
Currency		—			(8	)		(13	)		(3	)		(5	)
Divestitures		—			(8	)		(3	)		—			(2	)

		3	%		(10	)%		(15	)%		(7	)%		(4	)%


¹		Represents revenue reductions from trade promotion and consumer coupon redemption programs.

In U.S. Soup, Sauces and Beverages, total soup sales increased 4 percent. U.S. soup sales, especially condensed soup sales, were negatively impacted by reductions in certain retailer inventory levels during the quarter. Sales of condensed soups increased 1 percent with gains in cooking varieties, as consumers ate more meals at home. Sales of ready-to-serve soups increased 7 percent due to the successful launches of Campbell’s Select Harvest soups and Campbell’s V8 soups, and gains in Campbell’s Chunky canned soups. These gains were partially offset by declines in sales of the convenience platform, which includes soups in microwavable bowls and cups. The Wolfgang Puck soup, stock and broth business acquired in June 2008 contributed modestly to soup sales growth. Broth sales increased 3 percent due to the introduction of Swanson cooking stock, partially offset by increased promotional spending in response to competitive activity. Beverage sales increased slightly following double-digit growth a year ago. The sales increase was driven by the strong performance of V8 V-Fusion juice and growth in V8 Splash juice drinks, partially offset by declines in V8 vegetable juice and Campbell’s tomato juice. Prego pasta sauce sales increased. Sales of Pace Mexican sauces were unchanged. Sales of both sauce products were significantly impacted by reductions in certain retailer inventory levels.

In Baking and Snacking, Pepperidge Farm achieved sales growth with gains in the cookies and crackers and bakery businesses. In the cookies and crackers business, sales increased driven by double-digit gains in Goldfish snack crackers and in Milano cookies, as well as the introduction of Baked Naturals, an adult savory snack cracker. The bakery business delivered sales growth behind whole-grain and swirl breads. On an as reported basis, Arnott’s sales declined due to the divestiture of certain salty snack food brands in May 2008 and the unfavorable impact of currency. Excluding these items, Arnott’s sales increased due to growth in all categories: savory, chocolate, and sweet. Sales of biscuits in Indonesia grew strongly.

In International Soup, Sauces and Beverages, sales decreased in Europe primarily due to the unfavorable impact of currency, the divestiture of the company’s French sauce and mayonnaise business in September 2008, and lower sales in Germany. In Canada, sales declined due to the unfavorable impact of currency, partially offset by gains in the soup business. In Asia Pacific, sales increased primarily due to gains in the Australian soup business and Malaysia, partially offset by the unfavorable impact of currency.

In North America Foodservice, excluding the impact of currency, sales declined primarily due to weakness in the food service sector.

Gross Profit

Gross profit, defined as Net sales less Cost of products sold, decreased from $889 million in 2008 to $837 million in 2009. As a percent of sales, gross profit decreased from 40.1% in 2008 to 39.4% in 2009. The percentage point decrease was due to costs related to the initiatives to improve operational efficiency and long-term profitability (approximately 0.4 percentage points), increased promotional spending (approximately 1.5 percentage points), and the impact of cost inflation and other factors (approximately 6.1 percentage points), partially offset by higher selling prices (approximately 5.6 percentage points) and productivity improvements (approximately 1.7 percentage points).

Marketing and Selling Expenses

Marketing and selling expenses as a percent of sales were 14.8% in 2009 and 14.4% in 2008. Marketing and selling expenses decreased 1% in 2009 from 2008. The decrease was primarily due to the impact of currency (approximately 4 percentage points), partially offset by higher advertising expenses (approximately 3 percentage points). The higher advertising expenses were primarily in the U.S. soup and sauces businesses.

Administrative Expenses

Administrative expenses as a percent of sales were 6.5% in 2009 and 6.4% in 2008. Administrative expenses decreased by 2% in 2009 from 2008, primarily due to the impact of currency (approximately 4 percentage points), partially offset by the incremental cost to establish businesses in Russia and China (approximately 2 percentage points).

Operating Earnings

An analysis of operating earnings by reportable segment follows:


	(millions)
	2009 ¹			2008			% Change

U.S. Soup, Sauces and Beverages	$	270		$	286			(6	)%
Baking and Snacking		53			68			(22	)
International Soup, Sauces and Beverages		50			61			(18	)
North America Foodservice		10			20			(50	)

		383			435			(12	)
Corporate		(28	)		(35	)

	$	355		$	400			(11	)%


¹		Operating earnings by segment include restructuring related costs of $2 million in Baking and Snacking and $6 million in North America Foodservice. See Note (l) for additional information on restructuring charges.

Earnings from U.S. Soup, Sauces and Beverages decreased 6% in 2009 versus 2008, as higher costs, including advertising associated with the introduction of new products in the U.S. Soup business, were partially offset by increased sales.

Earnings from Baking and Snacking decreased 22% in 2009 versus 2008. The current quarter included $2 million in accelerated depreciation and other exit costs related to the initiatives to improve operational efficiency and long-term profitability. The remaining decrease was due to a decline in Pepperidge Farm and the unfavorable impact of currency, partially offset by significant growth in Arnott’s.

Earnings from International Soup, Sauces and Beverages decreased 18%, or $11 million, in 2009 versus 2008. The decline in operating earnings was due to the unfavorable impact of currency. Excluding the impact of currency, operating earnings increased in Europe, reflecting the benefit of cost savings initiatives, and in Canada, primarily offset by incremental cost to establish businesses in Russia and China.

Earnings from North America Foodservice in 2009 declined $10 million, or 50%, from 2008. The current quarter included $6 million in accelerated depreciation and other exit costs related to the initiatives to improve operational efficiency and long-term profitability. The remaining decline in operating earnings was primarily due to lower sales volumes.

Corporate expenses in 2009 decreased from $35 million in 2008 to $28 million. The decrease was primarily due to lower expenses associated with the implementation of the SAP enterprise-resource planning system in North America.

Nonoperating Items

Net interest expense decreased to $25 million from $42 million in the prior year, primarily due to significantly lower short-term interest rates.

The effective tax rate for the quarter was 30.6% in 2009. The effective rate for the year-ago quarter was 27.4%. The prior-year quarter included a $13 million tax benefit from the favorable resolution of a state tax matter.

SIX MONTHS

Sales

An analysis of net sales by reportable segment follows:


	(millions)
	2009		2008		% Change

U.S. Soup, Sauces and Beverages	$	2,326	$	2,190		6	%
Baking and Snacking		949		1,023		(7	)
International Soup, Sauces and Beverages		771		848		(9	)
North America Foodservice		326		342		(5	)

	$	4,372	$	4,403		(1	)%

An analysis of percent change of net sales by reportable segment follows:


							International
	U.S. Soup,			Baking			Soup,			North
	Sauces and			and			Sauces and			America
	Beverages			Snacking			Beverages			Foodservice			Total
Volume and Mix		—	%		(1	)%		(2	)%		(8	)%		(1	)%
Price and Sales Allowances		9			9			4			6			8
Increased Promotional Spending ¹		(3	)		(2	)		(1	)		(1	)		(3	)
Currency		—			(5	)		(8	)		(2	)		(3	)
Divestitures		—			(8	)		(2	)		—			(2	)

		6	%		(7	)%		(9	)%		(5	)%		(1	)%


¹		Represents revenue reductions from trade promotion and consumer coupon redemption programs.

In U.S. Soup, Sauces and Beverages, total U.S. soup sales increased 8% as ready-to-serve soup sales increased 7%, condensed soup sales increased 8% and broth sales increased 13%. The ready-to-serve soup sales increase was primarily due to the successful launches of Campbell’s Select Harvest soups and Campbell’s V8 soups, partially offset by declines in Chunky canned soups and in the convenience platform. In condensed, sales increased in both cooking and eating varieties. The increase in broth sales was driven by the continued success of the base business and the introduction of Swanson stock products. The Wolfgang Puck soup, stock and broth business acquired in June 2008 contributed modestly to soup sales growth. Beverage sales increased slightly, following double-digit growth a year ago. The increase was driven by continued double-digit growth in V8 V-Fusion juice, partially offset by declines in V8 vegetable juice and Campbell’s tomato juice. Prego

pasta sauce sales increased due to growth in Prego Heart Smart varieties. Sales of Pace Mexican sauces increased primarily due to the introduction of a new line of specialty salsas.

In Baking and Snacking, Pepperidge Farm achieved sales growth with gains in the cookies and crackers and bakery businesses. In the cookies and crackers business, sales increased due to gains in Goldfish snack crackers, as well as the introduction of Baked Naturals, an adult savory snack cracker. The bakery business delivered sales growth behind whole-grain and swirl breads. On an as reported basis, Arnott’s sales declined due to the divestiture of certain salty snack food brands in May 2008 and the unfavorable impact of currency. Excluding these items, Arnott’s sales increased due to growth in savory crackers. Sales of biscuits in Indonesia grew strongly.

In International Soup, Sauces and Beverages, sales declined primarily due to the impact of currency and divestitures. Excluding currency and divestitures, sales increased as gains in Asia Pacific and Canada were partially offset by declines in Europe.

In North America Foodservice, excluding the impact of currency, sales declined primarily due to the negative impact from discontinuing certain unprofitable products and weakness in the food service sector.

Gross Profit

Gross profit, defined as Net sales less Cost of products sold, decreased from $1.781 billion in 2008 to $1.708 billion in 2009. As a percent of sales, gross profit decreased from 40.4% in 2008 to 39.1% in 2009. The percentage point decrease was due to unrealized losses on commodity hedges (approximately 0.6 percentage points), costs related to the initiatives to improve operational efficiency and long-term profitability (approximately 0.3 percentage points), increased promotional spending (approximately 1.4 percentage points) and the impact of cost inflation and other factors (approximately 5.7 percentage points), partially offset by higher selling prices (approximately 5.0 percentage points), productivity improvements (approximately 1.3 percentage points) and mix (approximately 0.4 percentage points).

Marketing and Selling Expenses

Marketing and selling expenses as a percent of sales were 14.2% in 2009 and 14.0% in 2008. Marketing and selling expenses increased 1% in 2009 from 2008. The increase was primarily due to higher advertising expenses (approximately 5 percentage points), partially offset by the impact of currency (approximately 2 percentage points) and a decrease in selling and other marketing expenses (approximately 2 percentage points). The higher advertising expenses were primarily in the U.S. soup business.

Administrative Expenses

Administrative expenses as a percent of sales were 6.4% in 2009 and in 2008. Administrative expenses decreased by 1% in 2009 from 2008, primarily due to the impact of currency (approximately 2 percentage points), partially offset by the incremental cost to establish businesses in Russia and China.

Operating Earnings

An analysis of operating earnings by reportable segment follows:


	(millions)
	2009 ¹			2008			% Change

U.S. Soup, Sauces and Beverages	$	584		$	595			(2	)%
Baking and Snacking		136			140			(3	)
International Soup, Sauces and Beverages		88			112			(21	)
North America Foodservice		21			44			(52	)

		829			891			(7	)
Corporate		(75	)		(63	)

	$	754		$	828			(9	)%


¹		Operating earnings by segment include restructuring related costs of $2 million in Baking and Snacking and $13 million in North America Foodservice and unrealized losses on commodity hedges of $26 million in Corporate. See Note (l) for additional information on restructuring charges.

Earnings from U.S. Soup, Sauces and Beverages were $584 million in 2009 compared to $595 million in 2008. The decrease in operating earnings was due to an inflation-driven decline in gross margin percentage and higher levels of advertising for new product launches, partially offset by higher sales.

Earnings from Baking and Snacking decreased 3% in 2009 from 2008 to $136 million. The current year included $2 million in accelerated depreciation and other exit costs related to the initiatives to improve operational efficiency and long-term profitability. The remaining decrease in operating earnings was primarily due to the unfavorable impact of currency. Excluding currency, significant growth in Arnott’s was partially offset by a decline in Pepperidge Farm.

Earnings from International Soup, Sauces and Beverages decreased 21% in 2009 versus 2008. The decrease was primarily due to the incremental cost to establish businesses in Russia and China and the unfavorable impact of currency, partially offset by gains in Europe and Asia Pacific.

Earnings from North America Foodservice in 2009 declined $23 million, or 52%, from 2008. The current year included $13 million in accelerated depreciation and other exit costs related to the initiatives to improve operational efficiency and long-term profitability. The remaining decline in operating earnings was primarily due to lower sales volumes.

Corporate expenses in 2009 increased from $63 million in 2008 to $75 million in 2009. The increase was due to $26 million unrealized losses on commodity hedging included in the current year, partially offset by lower expenses related to the company’s implementation of the SAP enterprise-resource planning system in North America. Beginning in fiscal 2009, unrealized gains and losses on commodity hedging activities are excluded from segment operating earnings and recorded in unallocated corporate expenses as these open positions represent hedges of future purchases. Upon closing of the contracts, the realized gain or loss is transferred to segment operating earnings. This allows the segments to reflect the economic effects of the hedge without

exposure to quarterly volatility of unrealized gains and losses. In prior periods, unrealized gains and losses on commodity hedging activities were not material.

Nonoperating Items

Net interest expense decreased to $57 million from $84 million in the prior year, primarily due to lower interest rates.

The effective tax rate for the six months was 29.8% in 2009. The effective tax rate for the six months was 29.0% in 2008. The prior-year rate included a $13 million benefit from the favorable resolution of a state tax matter.

Restructuring Charges

On April 28, 2008, the company announced a series of initiatives to improve operational efficiency and long-term profitability, including selling certain salty snack food brands and assets in Australia, closing certain production facilities in Australia and Canada, and streamlining the company’s management structure. As a result of these initiatives, in 2008, the company recorded a restructuring charge of $175 million ($102 million after tax or $.27 per share). The charge consisted of a net loss of $120 million ($64 million after tax) on the sale of certain Australian salty snack food brands and assets, $45 million ($31 million after tax) of employee severance and benefit costs, including the estimated impact of curtailment and other pension charges, and $10 million ($7 million after tax) of property, plant and equipment impairment charges. In addition, approximately $7 million ($5 million after tax or $.01 per share) of costs related to these initiatives were recorded in Cost of products sold, primarily representing accelerated depreciation on property, plant and equipment. The aggregate after-tax impact of restructuring charges and related costs in 2008 was $107 million, or $.28 per share. In the first and second quarters of 2009, the company recorded approximately $15 million ($10 million after tax or $.03 per share) of costs related to these initiatives in Cost of products sold. Approximately $13 million of the costs represented accelerated depreciation on property, plant and equipment and approximately $2 million related to other exit costs. The company expects to incur additional pre-tax costs of approximately $23 million, consisting of the following: approximately $13 million in employee severance and benefit costs, including the estimated impact of curtailment and other pension charges; approximately $4 million in accelerated depreciation of property, plant and equipment; and approximately $6 million in other exit costs. Of the aggregate $220 million of pre-tax costs for the total program, the company expects approximately $50 million will be cash expenditures, the majority of which will be spent in 2009. The cash outflows related to these programs are not expected to have a material adverse impact on the company’s liquidity. Annual pre-tax benefits are expected to be approximately $15-$20 million beginning in 2009.

In the third quarter of 2008, as part of the previously discussed initiatives, the company entered into an agreement to sell certain Australian salty snack food brands and assets. The transaction was completed on May 12, 2008. Proceeds of the sale were nominal. In connection with this transaction, the company recognized a net loss of $120 million ($64 million after tax) in 2008. The terms of the agreement require the company to provide a loan facility to the buyer of AUD $10 million, or approximately USD $6 million. The facility can be drawn down in AUD $5 million increments, six months and nine months after the closing date. In November 2008, the buyer borrowed AUD $5 million under the facility. Borrowings under the facility are to be repaid five

years after the closing date. The company will also provide transition services for approximately one year. See also Note (b) to the Consolidated Financial Statements for additional information.

In April 2008, as part of the previously discussed initiatives, the company announced plans to close the Listowel, Ontario, Canada food plant. The Listowel facility produces primarily frozen products, including soup, entrees, and Pepperidge Farm products, as well as ramen noodles. The facility employed approximately 500 people. The company plans to operate the facility through April 2009 and transition production to its network of North American contract manufacturers and to its Downingtown, Pennsylvania plant. As a result, the company recorded $20 million ($14 million after tax) of employee severance and benefit costs, including the estimated impact of curtailment and other pension charges, and $7 million ($5 million after tax) in accelerated depreciation of property, plant and equipment in 2008. In the first and second quarters of 2009, the company recorded $12 million ($8 million after tax) in accelerated depreciation of property, plant and equipment and $1 million of other exit costs. The company expects to incur approximately $13 million in additional employee severance and benefit costs, approximately $4 million in accelerated depreciation of property, plant and equipment, and approximately $3 million in other exit costs.

In April 2008, as part of the previously discussed initiatives, the company also announced plans to discontinue the private label biscuit and industrial chocolate production at its Miranda, Australia facility. The company closed the Miranda facility, which employed approximately 150 people, in the second quarter of 2009. In connection with this action, the company recorded $10 million ($7 million after tax) of property, plant and equipment impairment charges and $8 million ($6 million after tax) in employee severance and benefit costs in 2008. In the second quarter of 2009, the company recorded $1 million in accelerated depreciation of property, plant and equipment and $1 million of other exit costs. The company expects to incur an additional $3 million in other exit costs.

As part of the previously discussed initiatives, the company is streamlining its management structure and eliminating certain overhead costs. These actions began in the fourth quarter of 2008 and will be substantially completed in 2009. In connection with this action, the company recorded $17 million ($11 million after tax) in employee severance and benefit costs in 2008.

The company incurred pre-tax costs of approximately $197 million in 2008 and in 2009 by segment as follows: Baking and Snacking — $146 million, International Soup, Sauces and Beverages — $9 million and North America Foodservice — $42 million. Additional pre-tax costs of $23 million are expected to be incurred by segment are as follows: Baking and Snacking — $3 million and North America Foodservice — $20 million.

See Note (l) to the Consolidated Financial Statements for additional information.

Discontinued Operations

The results of the Godiva Chocolatier business are classified as discontinued operations. Results of the business are summarized below:


	Three Months Ended					Six Months Ended
(millions)	February 1, 2009		January 27, 2008			February 1, 2009		January 27, 2008

Net sales	$	—	$	189		$	—	$	303


Earnings from operations before taxes	$	—	$	33		$	—	$	36

Taxes on earnings — operations		—		(14	)		—		(15	)

Costs associated with the sale		—		(9	)		—		(9	)

Tax benefit from sale of business		4		4			4		4


Earnings from discontinued operations	$	4	$	14		$	4	$	16

The company recognized a $4 million tax benefit in Earnings from discontinued operations during the quarter ended February 1, 2009. The benefit was a result of an adjustment to the tax liability associated with the sale of the Godiva Chocolatier business. See Note (b) to the Consolidated Financial Statements for additional information.

Liquidity and Capital Resources

The company generated cash from operations of $418 million compared to $442 million last year. The decrease was primarily due to lower net earnings.

Capital expenditures were $98 million compared to $90 million a year ago. Capital expenditures in 2009 included expansion of the U.S. beverage production capacity (approximately $14 million) and expansion and enhancements of the company’s corporate headquarters (approximately $4 million). Capital expenditures are expected to be approximately $370 million in 2009.

Net cash provided by investing activities in 2009 includes the proceeds from the sale of the sauce and mayonnaise business in France, net of cash divested.

Excluding shares owned and tendered by employees to satisfy tax withholding requirements on the vesting of restricted shares, the company repurchased 9 million shares at a cost of $295 million during the six-month period ended February 1, 2009. The majority of these shares were repurchased pursuant to the company’s June 2008 publicly announced share repurchase program. Under this program, the company’s Board of Directors authorized the purchase of up to $1.2 billion of company stock through the end of fiscal 2011. In addition to the June 2008 publicly announced share repurchase program, the company also purchased shares to offset the impact of dilution from shares issued under the company’s stock compensation plans. The company expects to continue this practice in the future. Excluding shares owned and tendered by employees to satisfy tax withholding requirements on the vesting of restricted shares, the company repurchased 6 million shares and paid $203 million in connection with repurchases in the six-month period ended January 27, 2008. The majority of these shares were repurchased pursuant to the company’s November

2005 publicly announced share repurchase program, which was completed during the third quarter of 2008. In addition to the November 2005 publicly announced share repurchase program, the company also purchased shares in the year-ago period to offset the impact of dilution from shares issued under the company’s stock compensation plans. See “Unregistered Sales of Equity Securities and Use of Proceeds” for more information.

At February 1, 2009, the company had $754 million of notes payable due within one year and $27 million of standby letters of credit issued on behalf of the company. The company has a $1.5 billion committed revolving credit facility maturing in 2011, which remains unused at February 1, 2009, except for $27 million of standby letters of credit issued on behalf of the company. This agreement supports the company’s commercial paper programs. The company is in compliance with the covenants contained in its revolving credit facility and debt securities.

The company expects that foreseeable liquidity and capital resource requirements, including cash outflows to repurchase shares and pay dividends, will be met through cash and cash equivalents, anticipated cash flows from operations, long-term borrowings under its shelf registration statement, and short-term borrowings, including commercial paper. Despite the recent disruptions in the capital and credit markets, the company expects that its sources of financing are adequate to meet its future liquidity and capital resource requirements. The cost and terms of any future financing arrangements may be negatively impacted by the current capital and credit market disruptions and will depend on the market conditions and the company’s financial position at the time of any future financings.

In November 2008, the company filed a shelf registration statement with the Securities and Exchange Commission that registered an indeterminate amount of debt securities. The registration statement replaced a previous registration statement that expired on December 1, 2008.

In January 2009, the company issued $300 million of 4.5% Notes due January 2019 under the November 2008 registration statement. The net proceeds of this debt issuance were used to repay a portion of the company’s outstanding indebtedness under its short-term commercial paper program and for other general corporate purposes.

Significant Accounting Estimates

The consolidated financial statements of the company are prepared in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from those estimates and assumptions. The significant accounting policies of the company are described in Note 1 to the Consolidated Financial Statements and the significant accounting estimates are described in Management’s Discussion and Analysis included in the 2008 Annual Report on Form 10-K. The impact of new accounting standards is discussed in the following section. There have been no other changes in the company’s accounting policies in the current period that had a material impact on the company’s consolidated financial condition or results of operation.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157 “Fair Value Measurements,” which provides guidance for using fair value to measure assets and liabilities. SFAS No. 157 establishes a definition of fair value, provides a framework for measuring fair value and expands the disclosure requirements about fair value measurements. This standard does not require any new fair value measurements but rather applies to all other accounting pronouncements that require or permit fair value measurements. In February 2008, FASB Staff Position (FSP) No. FAS 157-2 was issued, which delayed by a year the effective date for certain nonfinancial assets and liabilities. The company adopted SFAS No. 157 for financial assets and liabilities in the first quarter of fiscal 2009. The adoption did not have a material impact on the consolidated financial statements. See Note (n) for additional information. The company is currently evaluating the impact of SFAS No. 157 as it relates to nonfinancial assets and liabilities.

In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Liabilities — Including an amendment of FASB Statement No. 115.” SFAS No. 159 allows companies to choose, at specific election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item’s fair value in subsequent reporting periods must be recognized in current earnings. The company adopted SFAS No. 159 at the beginning of fiscal 2009. The company elected not to adopt the fair value option under SFAS No. 159 for eligible financial assets and liabilities.

In December 2007, the FASB issued SFAS No. 141 (revised 2007) “Business Combinations,” which establishes the principles and requirements for how an acquirer recognizes the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date. This Statement applies to business combinations for which the acquisition date is after the beginning of the first annual reporting period beginning after December 15, 2008. Earlier adoption is not permitted. The company is currently evaluating the impact of SFAS No. 141 as revised.

In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements — an Amendment of ARB No. 51.” SFAS No. 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be recorded as equity in the consolidated financial statements. This Statement also requires that consolidated net income shall be adjusted to include the net income attributed to the noncontrolling interest. Disclosure on the face of the income statement of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest is required. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. Earlier adoption is not permitted. The company is currently evaluating the impact of SFAS No. 160.

In March 2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133,” which enhances the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) the location and amounts of derivative instruments in an entity’s financial statements, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related

hedged items affect an entity’s financial position, financial performance, and cash flows. The guidance in SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The company is currently evaluating the impact of SFAS No. 161.

In May 2008, the FASB issued SFAS No. 162 “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The company is currently evaluating the impact of SFAS No. 162.

In June 2008, the FASB issued FSP Emerging Issues Task Force (EITF) 03-6-1 “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” FSP EITF 03-6-1 provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years. Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the provisions of FSP EITF 03-6-1. The company is currently evaluating the impact of FSP EITF 03-6-1.

In December 2008, the FASB issued FSP FAS 132(R)-1 “Employers’ Disclosures about Postretirement Benefit Plan Assets,” which provides additional guidance on employers’ disclosures about the plan assets of defined benefit pension or other postretirement plans. The disclosures required by FSP FAS 132(R)-1 include a description of how investment allocation decisions are made, major categories of plan assets, valuation techniques used to measure the fair value of plan assets, the impact of measurements using significant unobservable inputs and concentrations of risk within plan assets. The disclosures about plan assets required by this FSP shall be provided for fiscal years ending after December 15, 2009. The company is currently evaluating the impact of FSP FAS 132(R)-1.

Forward-Looking Statements

This quarterly report contains certain statements that reflect the company’s current expectations regarding future results of operations, economic performance, financial condition and achievements of the company. The company tries, wherever possible, to identify these forward-looking statements by using words such as “anticipate,” “believe,” “estimate,” “expect,” “will” and similar expressions. One can also identify them by the fact that they do not relate strictly to historical or current facts. These statements reflect the company’s current plans and expectations and are based on information currently available to it. They rely on a number of assumptions regarding future events and estimates which could be inaccurate and which are inherently subject to risks and uncertainties.

The company wishes to caution the reader that the following important factors and those important factors described in other Securities and Exchange Commission filings of the company, or in the company’s 2008 Annual Report on Form 10-K, could affect the company’s actual results and could cause such results to vary materially from those expressed in any forward-looking statements made by, or on behalf of, the company:

	•		the impact of strong competitive response to the company’s efforts to leverage its brand power with product innovation, promotional programs and new advertising, and of changes in consumer demand for the company’s products;

	•		the risks in the marketplace associated with trade and consumer acceptance of product improvements, shelving initiatives and new product introductions;

	•		the company’s ability to achieve sales and earnings guidance, which are based on assumptions about sales volume, product mix, the development and success of new products, the impact of marketing and pricing actions and product costs;

	•		the company’s ability to realize projected cost savings and benefits, including those contemplated by restructuring programs and other cost-savings initiatives;

	•		the company’s ability to successfully manage changes to its business processes, including selling, distribution, product capacity, information management systems and the integration of acquisitions;

	•		the increased significance of certain of the company’s key trade customers;

	•		the impact of inventory management practices by the company’s trade customers;

	•		the impact of fluctuations in the supply and inflation in energy, raw and packaging materials cost;

	•		the risks associated with portfolio changes and completion of acquisitions and divestitures;

	•		the uncertainties of litigation described from time to time in the company’s Securities and Exchange Commission filings;

	•		the impact of changes in currency exchange rates, tax rates, interest rates, debt and equity markets, inflation rates, economic conditions and other external factors; and

	•		the impact of unforeseen business disruptions in one or more of the company’s markets due to political instability, civil disobedience, armed hostilities, natural disasters or other calamities.

This discussion of uncertainties is by no means exhaustive but is designed to highlight important factors that may impact the company’s outlook. The company disclaims any obligation or intent to update any forward-looking statements made by the company in order to reflect new information, events or circumstances after the date they are made.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For information regarding the company’s exposure to certain market risk, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in the 2008 Annual Report on Form 10-K. There have been no significant changes in the company’s portfolio of financial instruments or market risk exposures from the fiscal 2008 year-end.

ITEM 4. CONTROLS AND PROCEDURES

	a.		Evaluation of Disclosure Controls and Procedures

			The company, under the supervision and with the participation of its management, including the President and Chief Executive Officer and the Senior Vice President — Chief Financial Officer and Chief Administrative Officer, has evaluated the effectiveness of the company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of February 1, 2009 (the “Evaluation Date”). Based on such evaluation, the President and Chief Executive Officer and the Senior Vice President — Chief Financial Officer and Chief Administrative Officer have concluded that, as of the Evaluation Date, the company’s disclosure controls and procedures are effective.

	b.		Changes in Internal Controls

			During the quarter ended February 1, 2009, as part of the previously announced North American SAP enterprise-resource planning system implementation, the company implemented SAP software at its Downers Grove, Illinois Pepperidge Farm facility. In conjunction with this SAP implementation, the company modified the design, operation and documentation of its internal control over financial reporting. Specifically, the company modified controls in the business processes impacted by the new system, such as user access security, system reporting and authorization and reconciliation procedures. There were no other changes in the company’s internal control over financial reporting that materially affected, or were reasonably likely to materially affect, such internal control over financial reporting.

PART II

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities


									Approximate
									Dollar Value of
							Total Number of		Shares that May
	Total						Shares Purchased		Yet Be Purchased
	Number			Average			as Part of Publicly		Under the Plans
	of Shares			Price Paid			Announced Plans		or Programs
Period	Purchased ⁽¹⁾			Per Share ⁽²⁾			or Programs ⁽³⁾		($ in millions) ⁽³⁾
11/3/08 — 11/30/08		672,663	⁽⁴⁾	$	37.37	⁽⁴⁾		422,100	$	1,102
12/1/08 — 12/31/08		3,723,357	⁽⁵⁾	$	29.43	⁽⁵⁾		2,342,340	$	1,033
1/1/09 — 2/1/09		1,571,373	⁽⁶⁾	$	29.64	⁽⁶⁾		1,016,400	$	1,003

Total		5,967,393		$	30.38			3,780,840	$	1,003


⁽¹⁾		Includes (i) 2,147,187 shares repurchased in open-market transactions to offset the dilutive impact to existing shareowners of issuances under the company’s stock compensation plans, and (ii) 39,366 shares owned and tendered by employees to satisfy tax withholding obligations on the vesting of restricted shares. Unless otherwise indicated, shares owned and tendered by employees to satisfy tax withholding obligations were purchased at the closing price of the company’s shares on the date of vesting.

⁽²⁾		Average price paid per share is calculated on a settlement basis and excludes commission.

⁽³⁾		During the second quarter of fiscal 2009, the company had one publicly announced share repurchase program. Under this program, which was announced on June 30, 2008, the company’s Board of Directors authorized the purchase of up to $1.2 billion of company stock through the end of fiscal 2011. In addition to the publicly announced share repurchase program, the company will continue to purchase shares, under separate authorization, as part of its practice of buying back shares sufficient to offset shares issued under incentive compensation plans.

⁽⁴⁾		Includes (i) 247,927 shares repurchased in open-market transactions at an average price of $37.37 to offset the dilutive impact to existing shareowners of issuances under the company’s stock compensation plans, and (ii) 2,636 shares owned and tendered by employees at an average price per share of $38.09 to satisfy tax withholding requirements on the vesting of restricted shares.

⁽⁵⁾		Includes (i) 1,375,660 shares repurchased in open-market transactions at an average price of $29.43 to offset the dilutive impact to existing shareowners of issuances under the company’s stock compensation plans, and (ii) 5,357 shares owned and tendered by employees at an average price per share of $30.77 to satisfy tax withholding requirements on the vesting of restricted shares.

⁽⁶⁾		Includes (i) 523,600 shares repurchased in open-market transactions at an average price of $29.63 to offset the dilutive impact to existing shareowners of issuances under the company’s stock compensation plans, and (ii) 31,373 shares owned and tendered by employees at an average price per share of $30.15 to satisfy tax withholding requirements on the vesting of restricted shares.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

	a.		The company’s Annual Meeting of Shareowners was held on November 20, 2008.

	b.		The matters voted upon and the results of the vote are as follows:

Election of Directors


	Number of Shares
Name	For		Withheld
Edmund M. Carpenter		317,799,806		4,434,348
Paul R. Charron		320,088,232		2,145,922
Douglas R. Conant		318,929,033		3,305,121
Bennett Dorrance		317,831,651		4,402,503
Harvey Golub		318,900,327		3,333,827
Randall W. Larrimore		321,037,147		1,197,007
Mary Alice D. Malone		318,887,167		3,346,987
Sara Mathew		320,967,981		1,266,173
David C. Patterson		320,941,572		1,292,582
Charles R. Perrin		320,216,589		2,017,565
A. Barry Rand		320,138,192		2,095,962
George Strawbridge, Jr.		318,783,913		3,450,241
Les C. Vinney		320,348,661		1,885,493
Charlotte C. Weber		318,033,662		4,200,492

Ratification of Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm


							Broker Non-
	For		Against		Abstentions		Votes

Ratification of PricewaterhouseCoopers LLP		318,414,532		3,630,438		189,184		0

Approval of an Amendment to the 2005 Long-Term Incentive Plan


							Broker Non-
	For		Against		Abstentions		Votes

Approval of an Amendment to the 2005 Long-Term Incentive Plan		273,673,246		21,430,406		439,809		26,690,693

Approval of Performance Goals for the 2003 Long-Term Incentive Plan


							Broker Non-
	For		Against		Abstentions		Votes
Approval of Performance Goals for the 2003 Long-Term Incentive Plan		287,441,180		7,669,910		432,371		26,690,693

ITEM 6. EXHIBITS


3(i)		Campbell Soup Company By-Laws, effective as of November 20, 2008, were filed with the SEC with a Form 8-K (SEC file number 1-3822) on October 8, 2008, and are incorporated herein by reference.

10(a)		Campbell Soup Company Mid-Career Hire Pension Plan, as amended and restated effective January 1, 2009.

10(b)		Campbell Soup Company Deferred Compensation Plan II, effective January 1, 2009.

10(c)		Campbell Soup Company Supplemental Employees’ Retirement Plan, as amended and restated effective January 1, 2009.

10(d)		Campbell Soup Company Severance Pay Plan for Salaried Employees, as amended and restated effective January 1, 2009.

31(a)		Certification of Douglas R. Conant pursuant to Rule 13a-14(a).

31(b)		Certification of B. Craig Owens pursuant to Rule 13a-14(a).

32(a)		Certification of Douglas R. Conant pursuant to 18 U.S.C. Section 1350.

32(b)		Certification of B. Craig Owens pursuant to 18 U.S.C. Section 1350.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	CAMPBELL SOUP COMPANY
Date: March 11, 2009	By:	/s/ B. Craig Owens
		B. Craig Owens
		Senior Vice President — Chief Financial Officer and Chief Administrative Officer


	By:	/s/ Ellen Oran Kaden
		Ellen Oran Kaden
		Senior Vice President — Law and Government Affairs

INDEX TO EXHIBITS

Exhibits


3(i)		Campbell Soup Company By-Laws, effective as of November 20, 2008, were filed with the SEC with a Form 8-K (SEC file number 1-3822) on October 8, 2008, and are incorporated herein by reference.

10(a)		Campbell Soup Company Mid-Career Hire Pension Plan, as amended and restated effective January 1, 2009.

10(b)		Campbell Soup Company Deferred Compensation Plan II, effective January 1, 2009.

10(c)		Campbell Soup Company Supplemental Employees’ Retirement Plan, as amended and restated effective January 1, 2009.

10(d)		Campbell Soup Company Severance Pay Plan for Salaried Employees, as amended and restated effective January 1, 2009.

31(a)		Certification of Douglas R. Conant pursuant to Rule 13a-14(a).

31(b)		Certification of B. Craig Owens pursuant to Rule 13a-14(a).

32(a)		Certification of Douglas R. Conant pursuant to 18 U.S.C. Section 1350.

32(b)		Certification of B. Craig Owens pursuant to 18 U.S.C. Section 1350.

Exhibit 10 (a)

CAMPBELL SOUP COMPANY

Mid-Career Hire Pension Plan
Amended and Restated
Effective January 1, 2009

CAMPBELL SOUP COMPANY

MID-CAREER HIRE PENSION PLAN

TABLE OF CONTENTS


ARTICLE I DEFINITIONS			2
ARTICLE II ELIGIBILITY AND PARTICIPATION			5
ARTICLE III VESTING AND BENEFITS			6
ARTICLE IV DEATH AND DISABILITY BENEFITS			7
ARTICLE V CONDITIONS TO BENEFIT ENTITLEMENT			8
ARTICLE VI BENEFIT FORMULAS			9
ARTICLE VII DISTRIBUTION OF BENEFITS; BENEFICIARY			12
ARTICLE VIII ADMINISTRATIVE PROCEDURES			16
ARTICLE IX CLAIMS PROCEDURE			17
ARTICLE X AMENDMENT, SUSPENSION OR TERMINATION			20
ARTICLE XI CHANGE IN CONTROL			21
ARTICLE XII MISCELLANEOUS			25
APPENDIX A — GRANDFATHERED BENEFIT FORMULAS			A-1

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CAMPBELL SOUP COMPANY
Mid-Career Hire Pension Plan
Amended and Restated
Effective January 1, 2009

The Campbell Soup Company Mid-Career Hire Pension Plan (the “Plan”) is designed to provide selected management or highly compensated employees of the Company and its Subsidiaries, who are or were hired as executives in key management positions in the midst of their business careers, with retirement benefits that may supplement the retirement income that they receive from designated Company sources, including the Qualified Plans. The Plan is intended to be an “unfunded” plan maintained for the purpose of providing deferred compensation to a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. The Plan was originally effective on March 27, 1986 and previously amended and restated generally effective as of January 25, 2001. This amendment and restatement of the Plan is effective as of January 1, 2009. Pursuant to this amendment and restatement, the benefits provided under the Plan to a Participant who terminated employment from the Campbell Group prior to January 1, 2009 shall be determined solely in accordance with the terms of the Plan as in effect on the date of such termination and if such termination occurred after 2004, under a reasonable good faith interpretation of Code section 409A and the applicable guidance thereunder.

This Plan, as amended and restated, is intended (1) to comply with Code section 409A and official guidance issued thereunder, and (2) to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

ARTICLE I

DEFINITIONS

Unless the context otherwise requires, the following words and phrases as used herein shall have the following meanings:

§1.1 “ Actuarial Equivalent ” or “ Actuarially Equivalent ” means a benefit of equal value computed using an interest rate of five percent and the mortality assumptions set forth in Appendix J of the Retirement Plan; provided , however , that for purposes of valuing the Normal Form of Benefit and the benefits described in Sections 6.2(b)(ii) and 11.4, Actuarial Equivalent shall be calculated using the discount rate used by the Company on its financial statements at the time of distribution applicable under Financial Accounting Standards Board Statement No. 87, and the “applicable mortality table” published in Revenue Ruling 95-6 or such other applicable guidance from the Internal Revenue Service.

§1.2 “ Adjusted Final Pay ” means the Participant’s Final Average Pay, as that term is defined in the Retirement Plan, and in addition all amounts that would otherwise be included in Earnings, as that term is defined in the Retirement Plan, but for the fact that the Participant elected to defer receipt of such amounts under the Campbell Soup Company Deferred Compensation Plan II, as amended from time to time, and the Campbell Soup Company Deferred Compensation Plan.

§1.3 “ Administrative Committee ” means the Committee as that term is defined in the Retirement Plan.

§1.4 “ Board ” means the Board of Directors of the Company.

§1.5 “ Campbell Group ” means Campbell Soup Company and all of its Subsidiaries.

§1.6 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

§1.7 “ Company ” means Campbell Soup Company, its successors and assigns.

§1.8 “ Compensation Committee ” means the Compensation and Organization Committee of the Board.

§1.9 “ Effective Date ” means January 1, 2009.

§1.10 “ Excess Pension Benefit ” means the benefit amount determined in Section 6.4.

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§1.11 “ Income Replacement Benefit ” means the benefit amount determined in Section 6.2.

§1.12 “ Initial Distribution Election ” means an election to set the time and form of payment of a Participant’s accrued benefit pursuant to Section 7.4.

§1.13 “ Normal Form of Benefit ” means the form of distribution described in Section 7.2.

§1.14 “ Normal Retirement Date ” means the Participant’s Normal Retirement Date as that term is defined in the Retirement Plan.

§1.15 “ Nonqualified Plan ” means the Company’s Supplemental Employees’ Retirement Plan (commonly referred to as, the “SERP”) as in effect from time to time on and after the Effective Date.

§1.16 “ Participant ” means an employee who is eligible for the Plan in accordance with Article II.

§1.17 “ Plan ” means the Company’s Mid-Career Hire Pension Plan set forth herein and as amended from time to time.

§1.18 “ Qualified Plans ” means the Retirement Plan and any broad-based foreign retirement plan, as described in Treas. Reg. § 1.409A-1(a)(3)(v), maintained outside of the United States that provides life-time retirement benefits and is funded by the Company or a Subsidiary.

§1.19 “ Retirement Plan ” means the Campbell Soup Company Retirement and Pension Plan as in effect from time to time on and after the Effective Date.

§1.20 “ Separation from Service ” or “ Separates from Service ” means a “separation from service” within the meaning of Code section 409A. Generally, a separation from service occurs when an individual ceases to provide services for the Company.

§1.21 “ SERP Participant ” means an employee who first becomes a Participant in the Plan on or after the Effective Date and prior to such participation, the employee was a participant under the Nonqualified Plan.

§1.22 “ Social Security Covered Compensation ” means the Participant’s Social Security Covered Compensation as that term is defined in the Retirement Plan.

§1.23 “ Spouse ” means the Participant’s Spouse as that term is defined in the Retirement Plan.

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§1.24 “ Subsequent Distribution Election ” means an election to change the time or form of payment of a Participant’s accrued benefit pursuant to Section 7.4.

§1.25 “ Subsidiary ” means a corporation, the majority of the voting stock of which is owned directly or indirectly by the Company.

§1.26 “ Termination Benefit ” means the benefit amount determined in Section 6.1.

§ 1.27 “ Total Disability ” means Total Disability as that term is defined in the group long-term disability plan sponsored by the Company.

§1.28 “ Years of Employment ” means the twelve-month periods beginning on a Participant’s date of hire and each anniversary date thereafter in which the Participant remains employed by the Campbell Group.

§1.29 “ Years of Service ” means the Participant’s Years of Vesting Service, as that term is defined and determined in accordance with the provisions of the Retirement Plan, but for this Plan determined using all employment with the Campbell Group.

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ARTICLE II

ELIGIBILITY AND PARTICIPATION

All executives in salary grade level 46 or higher are automatically eligible for and shall become Participants in this Plan. Other executives in senior management positions may be selected to become Participants at any time and from time to time by the President of the Company or by the Compensation Committee, in his or her, or in its sole discretion. The Compensation Committee may delegate its authority to select executives who are eligible for the Plan.

A Participant who has vested in the Income Replacement Benefit and terminates employment from the Campbell Group shall not be eligible to participate in the Plan upon any subsequent reemployment, and all service with and compensation from the Campbell Group, and all accruals under the Qualified Plans and the Nonqualified Plan, attributable to the post-reemployment period shall be disregarded in determining Plan benefits.

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ARTICLE III

VESTING AND BENEFITS

§3.1 Termination Before Three Years of Service . Any Participant whose employment terminates for any reason, other than due to death or Total Disability, prior to the Participant’s completing three Years of Service with the Campbell Group shall automatically forfeit all benefits under the Plan.

§ 3.2 Termination After Three Years of Service . Subject to Article V, any Participant who after completing three Years (but prior to completing five Years) of Service with the Campbell Group: (a) is terminated by the Company for any reason; or (b) resigns without the consent of the President of the Company, shall be vested in the Excess Pension Benefit only. Such Participant’s Excess Pension Benefit shall be determined under Section 6.4.

§ 3.3 Termination by the Company After Five Years of Employment and Before Age 55 . Subject to Article V, any Participant who is terminated by the Company for any reason after completing five Years of Employment with the Campbell Group and prior to attaining age 55 shall be vested in the Termination Benefit only. Such Participant’s Termination Benefit shall be determined under Section 6.1, or, as applicable, Section 6.3.

§3.4 Retirement On or After Age 55 with Five Years of Employment . Subject to Article V, any Participant who retires or is terminated by the Company for any reason on or after he has attained age 55 and completed five Years of Employment with the Campbell Group shall be vested in the Income Replacement Benefit only. Such Participant’s Income Replacement Benefit shall be determined under Section 6.2, or, as applicable, Section 6.3.

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ARTICLE IV

DEATH AND DISABILITY BENEFITS

§4.1 If a Participant’s employment terminates due to death or Total Disability prior to both the attainment of age 55 and the completion of five Years of Employment with the Campbell Group, the Participant or Participant’s beneficiary shall be immediately vested in and entitled to the Termination Benefit as determined under Section 6.1, or, as applicable, Section 6.3, based upon his Years of Service to the date of his death or Total Disability; provided, however, that if such a Participant was vested in the Excess Pension Benefit prior to his or her employment termination, in the calculation of the Termination Benefit, the Participant or Participant’s beneficiary shall receive no less than the Excess Pension Benefit as determined under Section 6.4.

§4.2 If a Participant’s employment terminates due to death or Total Disability on or after he has attained age 55 and completed five years of employment, the Participant or Participant’s beneficiary shall be entitled to the Income Replacement Benefit as determined under Section 6.2, or, as applicable, Section 6.3, based upon his Years of Service to the date of his death or Total Disability.

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ARTICLE V

CONDITIONS TO BENEFIT ENTITLEMENT

§5.1 Conditions. Notwithstanding any vesting in Article III and subject to the provisions of Section 5.2, each payment of benefits under this Plan shall be subject to the conditions that:

(a) the Participant’s employment with the Campbell Group shall not have been terminated for willful, deliberate or gross misconduct; and

(b) prior to such payment, the Participant shall not have engaged in conduct materially detrimental to the interests of the Company or any Subsidiary, including, without limitation, engaging in any business competitive with a business in which the Company or a Subsidiary (i) was engaged at any time during the Participant’s employment with the Campbell Group and (ii) is engaged at the time the Participant is engaged in the competitive business.

§5.2 Failure to Satisfy Conditions . If the Participant shall fail to satisfy any of the conditions set forth in Section 5.1, the Company shall not be obligated after such failure to pay any benefits remaining to be paid to or on behalf of the Participant, provided all of the following shall have taken place:

(a) the Secretary of the Company, at the direction of the Compensation Committee, shall have given written notice to the Participant (hereafter referred to as the “Notice”) setting forth with reasonable specificity (i) the alleged failure, and (ii) the loss of rights to benefits that will occur unless the Participant rectifies such failure to the satisfaction of the Compensation Committee within 30 days after his receipt of the Notice;

(b) the Participant shall not have rectified such failure to the satisfaction of the Compensation Committee within 30 days after his receipt of the Notice; and

(c) the Secretary of the Company, at the direction of the Compensation Committee and after the expiration of the 30-day period referred to in clause (b) above, shall have given written notice to the Participant that, in the opinion of the Compensation Committee, he has not rectified the failure.

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ARTICLE VI

BENEFIT FORMULAS

§6.1 Termination Benefit Formula . The Termination Benefit is the benefit, expressed as a straight life annuity commencing on the Participant’s Normal Retirement Date, equal to the excess, if any, of (a) over (b) where:

(a) is 2% multiplied by the Participant’s Years of Service, with such product, not to exceed 37.5%, multiplied by the Participant’s Adjusted Final Pay; and

(b) is the straight life annuity payable to the Participant under the Qualified Plans commencing on his Normal Retirement Date, excluding for this purpose the portion of such annuity attributable to the Additional Annuity Benefit described in Section 5.07 of the Retirement Plan.

If a Participant commences his Termination Benefit prior to his Normal Retirement Date, the amount determined under Section 6.1(a) shall be reduced by multiplying such benefit by the percentage set forth in Section 6.6, and the amount under Section 6.1(b) shall be adjusted using the factors defined under the Qualified Plans, as applicable, based on the Participant’s age at the time his Plan benefits are scheduled to commence.

§6.2 Income Replacement Benefit Formula . The Income Replacement Benefit is the greater of: (a) the benefit determined under the Excess Pension Benefit Formula in Section 6.4; or (b) the benefit, expressed as a straight life annuity commencing on the Participant’s Normal Retirement Date, equal to the sum of (i) plus (ii) where:

(i) is the excess of (A) over (B) where:

(A) is 37.5% of the Participant’s Adjusted Final Pay, and

(B) is the straight life annuity payable to the Participant under the Qualified Plans commencing on his Normal Retirement Date, excluding for this purpose the portion of such annuity attributable to the Additional Annuity Benefit described in Section 5.07 of the Retirement Plan; and

(ii) is the Actuarial Equivalent of (A) plus (B) where:

(A) is the present value of a life annuity payable from the retirement age to age 65 of $13 per month times 35 years of service, minus $16 per month times the Participant’s Years of Service, and

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(B) is the present value of a life annuity payable starting at age 65 of $3 per month times 35 years of service, minus $3 per month times the Participant’s Years of Service.

The benefit formula set forth in Section 6.2(b)(ii) is applicable only to those Participants who were eligible to participate in the Plan on or before May 1, 2008. Notwithstanding anything to the contrary in this Section 6.2(b)(ii), the benefit described herein shall not be paid to a Participant, Spouse or any beneficiary who receives any Company paid retiree medical coverage.

If a Participant commences his Income Replacement Benefit prior to his Normal Retirement Date, the amount determined under Section 6.2(b)(i)(A) shall be reduced by multiplying such benefit by the percentage set forth in Section 6.6, and the amount under Section 6.2(b)(i)(B) will be adjusted using the factors defined under the Qualified Plans, as applicable, based on the Participant’s age at the time his Plan benefits are scheduled to commence.

§6.3 Grandfathered Benefit Formulas for Pre-January 25, 2001 Participants . The Termination Benefit of a Participant who was covered by the Plan as a Participant prior to January 25, 2001, shall be the greater of the amount determined under Section 6.1, or the amount determined under the Grandfathered Termination Benefit formula set forth in Appendix A.

The Income Replacement Benefit of a Participant who was covered by the Plan as a Participant prior to January 25, 2001, shall be the greater of the amount determined under Section 6.2, or the amount determined under the Grandfathered Income Replacement Benefit formula set forth in Appendix A.

§6.4 Excess Pension Benefit Formula. The Excess Pension Benefit Formula is the benefit, expressed as a straight life annuity commencing on the Participant’s Normal Retirement Date, equal to the excess, if any, of (a) over (b) where:

(a) is the amount of the straight life annuity that would be payable to the Participant under the Qualified Plans commencing on his Normal Retirement Date if the limitations of Code sections 401(a)(17) and 415 (and the provisions of the Qualified Plans applying those limitations) did not exist, excluding for this purpose the portion of such annuity attributable to the Additional Annuity Benefit described in Section 5.07 of the Retirement Plan; and

If a Participant commences his Excess Pension Benefit prior to his Normal Retirement Date, the Excess Pension Benefit shall be determined using the early commencement

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factors of the Retirement Plan based on the Participant’s age at the time his Plan benefits are scheduled to commence.

§6.6 Early Commencement Factors . The percentages set forth in the chart below reflect the portion of the benefit under the Plan that a Participant shall receive in the event payments under the Plan begin prior to the Normal Retirement Date. To determine the percentages that would apply to the Termination Benefits that commence prior to age 55, Schedule 3 of Appendix I of the Retirement Plan shall apply.


		Income
	Termination	Replacement
Age	Benefit	Benefit
55	53%	65%
56	56%	70%
57	60%	75%
58	63%	80%
59	67%	85%
60	72%	90%
61	77%	95%
62	82%	100%
63	88%	100%
64	94%	100%
65	100%	100%

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ARTICLE VII

DISTRIBUTION OF BENEFITS; BENEFICIARY

§7.1 Time of Distribution . Absent an Initial Distribution Election under Section 7.4 or Subsequent Deferral Election under Section 7.5, distributions to a Participant (other than a SERP Participant) of his accrued benefits under the Plan shall normally commence the first day of the seventh month following the Participant’s Separation from Service (or, if earlier, within 90 days following the Participant’s death).

§7.2 Form of Distribution . A Participant’s accrued benefit (other than a SERP Participant) shall be distributed in five equal annual installments (the “Normal Form of Benefit”), unless a form of distribution is otherwise selected pursuant to the latest to occur of: (1) a timely filed Initial Distribution Election under Section 7.4, or (2) a Subsequent Deferral Election under Section 7.5. Notwithstanding any elections by a Participant, if the Participant’s accrued benefit under the Plan is not greater than the applicable dollar limit under Code section 402(g)(1)(B) ($15,500 for 2007) at the time the Participant Separates from Service, such accrued benefit shall be distributed in a lump sum payment the first day of the seventh month following the Participant’s Separation from Service.

§7.3 Time and Form of Payment for SERP Participants. Notwithstanding anything herein to the contrary, the distribution of a SERP Participant’s accrued benefits under the Plan shall be at the time and in the form designated under the Nonqualified Plan such that any payment of benefits under this Plan shall not result in an impermissible acceleration or further deferral of the forfeited Nonqualified Plan benefits in violation of Code section 409A.

§7.4 Initial or Transition Period Distribution Election .

(a) To the extent permitted under Code section 409A, during the calendar year before an executive of the Company first becomes eligible to participate in the Plan, such executive (other than a SERP Participant) may elect from the options set forth in Section 7.6 (the “Initial Distribution Election”): (1) the time when distributions will commence; and (2) the form in which the accrued benefit shall be paid (collectively referred to as, the “Time and Form of Payment”) in accordance with procedures and distribution rules established by the Administrative Committee. Notwithstanding the foregoing, in the first year in which an executive becomes eligible to participate in the Plan due to being newly hired by the Company, an Initial Deferral Election may be made with respect to services to be performed subsequent to the election within 30 days after the date the executive becomes eligible to participate in the Plan, to the extent permitted under Code section 409A.

(b) Notwithstanding the provisions of Section 7.5 or any prior Participant elections to the contrary, during the transition period under Code section

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409A and applicable guidance issued thereunder, a Participant, who was an employee of the Company at the time, may have made an election to receive his or her benefits under the Plan in a Time and Form of Payment set forth in Section 7.6. Any such election must have become irrevocable on or before December 31, 2008 and must have been made in accordance with procedures and distribution rules established by the Administrative Committee.

§7.5 Subsequent Deferral Election . In accordance with the procedures established by the Administrative Committee, a Participant may make three subsequent elections to change the Time and Form of Payment of his accrued benefit (the “Subsequent Deferral Election”) in accordance with this Section 7.5, but only if the following conditions are satisfied:

(a) The Subsequent Deferral Election may not take effect until at least twelve (12) months after the date on which such election is made;

(b) Such distribution may not be made earlier than at least five (5) years from the date the distribution would have otherwise been made; and

(c) The Subsequent Deferral Election must be made at least twelve (12) months before the date of the Participant’s Separation from Service.

Any election (including changes solely among the Annuity Options) with respect to the time or form of payment under the Plan, after the Participant’s third Subsequent Deferral Election, shall be null and void and have no force or effect. Notwithstanding anything herein to the contrary, a Subsequent Deferral Election solely to change the form of payment from one Annuity Option to another Annuity Option listed in Section 7.6(b)(ii) shall not be subject to the conditions set forth in Sections 7.5(a) and (b) above provided that the new Annuity Option selected is Actuarially Equivalent to the previously selected Annuity Option. For purposes of clarification, in no event shall any Subsequent Deferral Election (including an election by a Participant’s beneficiary) be made after the date that is twelve (12) months before the Participant’s Separation from Service.

§7.6 Time and Form of Payment Options . Pursuant to Sections 7.4 and 7.5, the Participant may elect from the following options:

(a) Time of Payment. A Participant may elect to commence payments upon the later of: (i) a specified age from 55 to 65, or (ii) the Participant’s Separation from Service; provided, however, any payments upon the Participant’s Separation from Service shall commence on the first day of the seventh month following the date of such separation.

(b) Form of Payment. A Participant may elect the manner in which his accrued benefit shall be paid from between the following two options:

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	(i)		Normal Form of Benefit; or

	(ii)		one of the following annuity forms (the “Annuity Option”):

	(1)		a single life annuity;

	(2)		a 50% joint and survivor annuity;

	(3)		a 75% joint and survivor annuity; or

	(4)		a 100% joint and survivor annuity.

§7.7 Beneficiary Designation . The beneficiary of the Participant under the Retirement Plan shall automatically be deemed to be designated as the recipient of the retirement benefits, if any, payable under this Plan in the event of the Participant’s death.

§7.8 Beneficiary Distributions .

(a) To the extent a beneficiary becomes entitled to death benefits under Article IV or because a terminated or retired Participant dies prior to the scheduled time of payment under this Article VII, the Participant’s beneficiary (other than a SERP Participant) shall receive the Normal Form of Benefit or the Annuity Option elected by the Participant, if any, pursuant to Section 7.4 or 7.5, within 90 days following the Participant’s death.

(b) In the event a Participant dies after payments under the Plan have commenced, the Participant’s beneficiary shall continue to receive the remaining payments, if any, of the Normal Form of Benefit or the Annuity Option elected by the Participant, if any, pursuant to the provisions under this Article VII; provided, however, in no event shall any beneficiary have the right to make a Subsequent Deferral Election under the Plan.

§7.9 Election to Receive Distribution . A Participant may elect the Time and Form of Payment of his benefit under Sections 7.4 and 7.5 in accordance with procedures established by the Administrative Committee and the requirements of Code section 409A.

§7.10 Effect of Taxation . If the Participant’s benefits under the Plan are includible in income pursuant to Code section 409A, such benefits shall be distributed immediately to the Participant.

§7.11 Permitted Delays . Notwithstanding the foregoing, any payment to a Participant under the Plan shall be delayed upon the Administrative Committee’s reasonable anticipation of one or more of the following events:

(a) The Company’s deduction with respect to such payment would be eliminated by application of Code section 162(m); or

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(b) The making of the payment would violate Federal securities laws or other applicable law;

provided, that any payment delayed pursuant to this Section 7.11 shall be paid in accordance with Code section 409A on the earliest date in which the Company reasonably anticipates that: (i) the deduction of such payment will not be barred by the application of Code section 162(m); and (ii) the making of the payment will not cause a violation of Federal securities laws or other applicable law.

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ARTICLE VIII

ADMINISTRATIVE PROCEDURES

§8.1 General . The Plan shall be administered by the Administrative Committee. The Administrative Committee shall establish such rules, regulations and instruments for the administration of the Plan as it deems necessary or advisable.

§8.2 Plan Interpretation . The Administrative Committee shall have responsibility, and full and absolute discretion and authority, to administer and interpret the Plan. The Administrative Committee’s interpretations of the Plan, as well as all actions taken and determinations made by the Administrative Committee pursuant to the powers vested in it hereunder, shall be conclusive and binding on all parties concerned. Benefits under the Plan shall be paid only if the Administrative Committee decides in its discretion that the applicant is entitled to them.

§8.3 Responsibilities and Reports . The Administrative Committee may pursuant to a written instruction name other persons to carry out specific responsibilities. The Administrative Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports that are furnished by any accountant, controller, counsel, or other person who is employed or engaged for such purposes.

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ARTICLE IX

CLAIMS PROCEDURE

§ 9.1 Filing a Claim . A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Administrative Committee at such address as may be specified from time to time. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.

§ 9.2 Denial of Claim . In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Administrative Committee. If special circumstances require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.

§ 9.3 Reasons for Denial . A denial or partial denial of a claim will be dated and will clearly set forth:

(a) the specific reason or reasons for the denial;

(b) specific reference to pertinent Plan provisions on which the denial is based;

(c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(d) an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.

§ 9.4 Review of Denial . Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Administrative Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Administrative Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the

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claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.

§ 9.5 Decision Upon Review . The Administrative Committee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:

(a) the specific reason or reasons for the adverse determination;

(b) specific reference to pertinent Plan provisions on which the adverse determination is based;

(c) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and

(d) a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).

A decision will be rendered no more than 60 days after the Administrative Committee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Administrative Committee determines that special circumstances require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.

§ 9.6 Finality of Determinations; Exhaustion of Remedies . To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure.

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§ 9.7 Limitations Period . Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than one year following a final decision on the claim for benefits by the Administrative Committee. The one-year limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.

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ARTICLE X

AMENDMENT, SUSPENSION OR TERMINATION

The Compensation Committee or its delegate may amend, suspend or terminate the Plan in whole or part; but no such amendment, suspension or termination may adversely affect benefits accrued by a Participant based upon his Years of Service to the date of such amendment, suspension or termination; provided however, an amendment may freeze or limit future accruals of benefits under the Plan on and after the date of such amendment. Upon a complete termination of the Plan, all accrued benefits of each Participant will be distributed in a lump sum payment in accordance with the requirements under Code section 409A. Upon termination of the Plan, no further benefit accruals shall occur.

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ARTICLE XI

CHANGE IN CONTROL

§11.1 Contrary Provisions . Notwithstanding anything contained in the Plan to the contrary, the provisions of this Article XI shall govern and supersede any inconsistent terms or provisions of the Plan.

§11.2 Definition of Change in Control . For purposes of the Plan, “Change in Control” shall mean the occurrence of any of the following events:

(a) The acquisition in one or more transactions by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) of “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding voting securities (the “Voting Securities”), provided, however, that for purposes of this Section 11.2(a), the Voting Securities acquired directly from the Company by any Person shall be excluded from the determination of such Person’s Beneficial Ownership of Voting Securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or

(b) The individuals who, as of January 1, 2009 are members of the Board (the “Incumbent Board”), cease for any reason to constitute more than fifty percent (50%) of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, or any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of the Plan, be considered as a member of the Incumbent Board; or

(c) Approval by stockholders of the Company of (1) a merger or consolidation involving the Company if the stockholders of the Company, immediately before such merger or consolidation, do not own, directly or indirectly immediately following such merger or consolidation, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation in substantially the same proportion as their ownership of the Voting Securities immediately before such merger or consolidation or (2) a complete liquidation or dissolution of the Company or an agreement for the sale or other disposition of all or substantially all of the assets of the Company; or

(d) Acceptance of stockholders of the Company of shares in a share exchange if the stockholders of the Company, immediately before such share exchange, do not own, directly or indirectly immediately following such share exchange, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such share exchange in substantially the same proportion

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as their ownership of the Voting Securities outstanding immediately before such share exchange.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because twenty-five percent (25%) or more of the then outstanding Voting Securities is acquired by (i) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or any of its subsidiaries, (ii) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders of the Company in the same proportion as their ownership of stock in the Company immediately prior to such acquisition, (iii) any “Grandfathered Dorrance Family Stockholder” (as hereinafter defined) or (iv) any Person who has acquired such Voting Securities directly from any Grandfathered Dorrance Family Stockholder but only if such Person has executed an agreement which is approved by two-thirds of the Board and pursuant to which such Person has agreed that he (or they) will not increase his (or their) Beneficial Ownership (directly or indirectly) to 30% or more of the outstanding Voting Securities (the “Standstill Agreement”) and only for the period during which the Standstill Agreement is effective and fully honored by such Person. For purposes of this Section, “Grandfathered Dorrance Family Stockholder” shall mean at any time a “Dorrance Family Stockholder” (as hereinafter defined) who or which is at the time in question the Beneficial Owner solely of (v) Voting Securities Beneficially Owned by such individual on January 25, 1990 (w) Voting Securities acquired directly from the Company, (x) Voting Securities acquired directly from another Grandfathered Dorrance Family Stockholder, (y) Voting Securities which are also Beneficially Owned by other Grandfathered Dorrance Family Stockholders at the time in question, and (z) Voting Securities acquired after January 25, 1990 other than directly from the Company or from another Grandfathered Dorrance Family Stockholder by any “Dorrance Grandchild” (as hereinafter defined) provided that the aggregate amount of Voting Securities so acquired by each such Dorrance Grandchild shall not exceed five percent (5%) of the Voting Securities outstanding at the time of such acquisition. A “Dorrance Family Stockholder” who or which is at the time in question the Beneficial Owner of Voting Securities which are not specified in clauses (v), (w), (x), (y) and (z) of the immediately preceding sentence shall not be a Grandfathered Dorrance Family Stockholder at the time in question. For purposes of this Section, “Dorrance Family Stockholders” shall mean individuals who are descendants of the late Dr. John T. Dorrance, Sr. and/or the spouses, fiduciaries and foundations of such descendants. A “Dorrance Grandchild” means as to each particular grandchild of the late Dr. John T. Dorrance, Sr., all of the following taken collectively: such grandchild, such grandchild’s descendants and/or the spouses, fiduciaries and foundations of such grandchild and such grandchild’s descendants.

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Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

(e) Notwithstanding anything contained in the Plan to the contrary, if the Employee’s employment is terminated within six months prior to a Change in Control and the Employee reasonably demonstrates that such termination (i) was at the request of a third party who effectuates a Change in Control or (ii) otherwise occurred in connection with or in anticipation of a Change in Control, then for all purposes of the Plan, the date of a Change in Control with respect to the Employee shall mean the date immediately prior to the date of such termination of the Employee’s employment.

§11.3 Definition of Cause . For purposes of this Article XI, a termination for “Cause” is a termination evidenced by a resolution adopted in good faith by two-thirds of the Board that the Participant (a) intentionally and continually failed to substantially perform his duties with the Company (other than a failure resulting from the Participant’s incapacity due to physical or mental illness) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance has been delivered to the Participant specifying the manner in which the Participant has failed to substantially perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise; provided , however that no termination of the Participant’s employment shall be for Cause as set forth in clause (b) above until (x) there shall have been delivered to the Participant a copy of a written notice setting forth that the Participant was guilty of the conduct set forth in clause (b) and specifying the particulars thereof in detail, and (y) the Participant shall have been provided an opportunity to be heard by the Board (with the assistance of the Participant’s counsel if the Participant so desires). No act, nor failure to act, on the Participant’s part, shall be considered “intentional” unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company. Notwithstanding anything contained in the Plan to the contrary, in the case of any Participant who is a party to a severance protection agreement, no failure to perform by the Participant after a Notice of Termination (as defined in the Participant’s severance protection agreement) is given by the Participant shall constitute Cause for purposes of the Plan.

§11.4 Termination of Employment . Notwithstanding anything herein to the contrary, if a Participant Separates from Service for any reason (other than for Cause) within two (2) years following a Change in Control, the Participant (including a SERP Participant) shall fully vest in his Income Replacement Benefit as of the date of his Separation from Service. In the event of such Separation from Service and only to the extent that the Change in Control satisfies the requirements of a “Change in Control Event,” as described in Code section 409A and the applicable regulations thereunder, the

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Company shall pay (a) to the Participant (other than a SERP Participant) the first day of the seventh month following a Participant’s Separation from Service (or, if earlier, within 90 days following the Participant’s death) a lump sum cash payment equal to the Actuarial Equivalent present value of such Income Replacement Benefit whether or not the Participant is otherwise vested; provided , however , that for this purpose, the term Actuarial Equivalent shall have the same meaning as such term is used in the Retirement Plan; or (b) to the SERP Participant, such Income Replacement Benefit in accordance with Section 7.3. In the event of such Separation from Service and if the Change in Control does not result in a Change in Control Event, as described under Code section 409A, Plan payments shall be made pursuant to the provisions under Article VII.

§11.5 Amendment or Termination .

(a) This Article XI shall not be amended or terminated at any time.

(b) For a period of two (2) years following a Change in Control, the Plan shall not be terminated or amended in any way, nor shall the manner in which the Plan is administered be changed in a way that adversely affects the Participant’s right to existing or future Company provided benefits provided hereunder, including, but not limited to, any change in, or to, the eligibility requirements, benefit formulae and manner and optional forms of payments.

(c) Any amendment or termination of the Plan prior to a Change in Control which (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with, or in anticipation of, a Change in Control, shall be null and void and shall have no effect whatsoever.

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ARTICLE XII

MISCELLANEOUS

§12.1 No Employment Rights . The establishment or existence of the Plan shall not confer upon any individual the right to be continued as an employee. The Company and each Subsidiary expressly reserve the right to discharge any employee whenever in its judgment its best interests so require.

§12.2 Non-Alienation . No amounts payable under the Plan shall be subject in any manner to anticipation, assignment, or voluntary or involuntary alienation.

§12.3 Governing Law . The Plan shall be governed by and construed in accordance with the laws of the State of New Jersey to the extent not preempted by federal law.

§12.4 Withholding . The Company may withhold from any benefits payable under the Plan all federal, state and local income taxes or other taxes required to be withheld pursuant to applicable law.

§12.5 Unfunded Obligation . All benefits under the Plan represent an unsecured promise to pay by the Company. The Plan shall be unfunded and the benefits hereunder shall be paid only from the general assets of the Company resulting in the Participant having no greater rights than the Company’s other general creditors. Nothing herein shall prevent or prohibit the Company from establishing a trust or other arrangement for the purpose of providing for the payment of the benefits payable under the Plan.

§12.6 Incapacity . If the Administrative Committee, in its sole discretion, deems a Participant or beneficiary who is eligible to receive any payment hereunder to be incompetent to receive the same by reason of illness or any infirmity or incapacity of any kind, the Administrative Committee may direct the Company to apply such payment directly for the benefit of such person, or to make payment to any person selected by the Administrative Committee to disburse the same for the benefit of the Participant or beneficiary. Payments made pursuant to this Section shall operate as a discharge, to the extent thereof, of all liabilities of the Company, the Administrative Committee and the Plan to the person for whose benefits the payments are made. Notwithstanding the foregoing, in no event shall this Section 12.6 accelerate the distribution of the Participant’s accrued benefits in violation of Code section 409A.

§12.7 Severability . In the event that any provision of this Plan shall be determined to be invalid or unenforceable for any reason, the remaining provisions shall be unaffected thereby and shall remain in full force and effect.

§12.8 Notices .

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(a) Any instrument to be delivered under this Plan to the Administrative Committee shall be deemed to have been properly delivered if and when received by the Secretary of the Company at the Company’s Headquarters.

(b) Any instrument to be delivered under this Plan to the Participant or his beneficiary shall be deemed to have been properly delivered in each case if and when received by the Participant or his beneficiary or upon deposit thereof, in a post office box regularly maintained by the United States Government, in an envelope, properly stamped, addressed to the Participant or his beneficiary at his address as it appears from time to time in the records of the Company.

§12.9 Qualified and Nonqualified Plans not Affected . Any benefits payable pursuant to this Plan are intended to be in excess of those, if any, payable under the Qualified Plans. For SERP Participants, any benefits payable pursuant to this Plan are intended to replace any benefits that would have been payable under the Nonqualified Plan.

§12.10 Binding Upon Successors. The liabilities under the Plan shall be binding upon any successor, assign or purchaser of the Company or any purchaser of substantially all of the assets of the Company.

§12.11 Miscellaneous . Use of the masculine gender in the Plan shall be deemed to include the feminine gender. Headings are given to sections and paragraphs solely as a convenience to facilitate reference; such headings shall not affect the construction of any provision of the Plan.

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IN WITNESS WHEREOF , this instrument has been executed on December 18, 2008.


	Campbell Soup Company
	By:	/s/ Nancy A. Reardon
		Nancy A. Reardon
		Senior Vice President — Chief Human Resources and Communications Officer

ATTEST:


By:	/s/ John J. Furey
	Corporate Secretary

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APPENDIX A — GRANDFATHERED BENEFIT FORMULAS

This Appendix A contains the Grandfathered Termination Benefit and Income Replacement Benefit formulas that may apply to determine the amount of a Participant’s accrued benefit described in Section 6.3. Any accrued benefits determined under this Appendix A shall be distributed in accordance with Articles VII and XI of the Plan.

§A-1. Grandfathered Termination Benefit Formula

The Grandfathered Termination Benefit is the benefit, expressed as a straight life annuity commencing on the Participant’s Normal Retirement Date, equal to the excess, if any, of (a) over (b) where:

(a) is the sum of (i) plus (ii) where:

(i) is two and four-tenths (2.4%) of the Participant’s Adjusted Final Pay up to the Social Security Covered Compensation multiplied by the Participant’s Years of Service not in excess of five (5), plus one and two tenths percent (1.2%) of his Adjusted Final Pay up to the Social Security Covered Compensation multiplied by his Years of Service, if any, in excess of five (5) but not in excess of twenty (20), and

(ii) is three and six tenths percent (3.6%) of his Adjusted Final Pay in excess of the Social Security Covered Compensation multiplied by his Years of Service not in excess of five (5) plus one and eight tenths (1.8%) of his Adjusted Final Pay in excess of the Social Security Covered Compensation multiplied by his Years of Service, if any, in excess of five (5) but not in excess of twenty (20); and

(b) is the sum of (i) plus (ii) plus (iii) where:

(i) is the straight life annuity payable to the Participant under the Qualified Plans commencing on his Normal Retirement Date, excluding for this purpose the portion of such annuity attributable to the Additional Annuity Benefit described in Section 5.07 of the Retirement Plan, and

(ii) is the straight life annuity payable to the Participant under the Nonqualified Plan commencing on his Normal Retirement Date, and

(iii) is the imputed benefit, expressed as a straight life annuity commencing on the Participant’s Normal Retirement Date, calculated under the Retirement Plan based upon the following assumptions:

A-1

(A) Final Average Pay and Earnings equal the annual salary of the Participant on the date he was employed by the Campbell Group, and

(B) Years of Service equal the excess number of whole years of the Participant’s age at date of hire by the Campbell Group over 32, but such imputed Years of Service shall be limited to the lesser of (1) actual Years of Service under the Retirement Plan or (2) 10 years.

A Participant’s Grandfathered Termination Benefit determined under the preceding sentence shall be reduced in accordance with the factors in Schedule 1 or 3, as applicable, of Appendix I of the Retirement Plan based on the Participant’s age at the time his benefits are scheduled to commence.

Notwithstanding the foregoing, the Grandfathered Termination Benefit for a Participant who was a participant in the Retirement Plan prior to May 1, 1999, shall be expressed in the form of a straight life annuity with 60 monthly installments guaranteed.

§A-2. Grandfathered Income Replacement Benefit Formula

The Grandfathered Income Replacement Benefit is the benefit, expressed as a straight life annuity commencing on the Participant’s Normal Retirement Date, equal to the sum of (a) plus (b) where:

(a) is the excess of (i) over (ii) where:

(i) is 45% of the Participant’s Adjusted Final Pay reduced by 1.8% for each year the Participant’s age is below age 62 at date of retirement, and

(ii) is the sum of (A) plus (B) plus (C) where:

(A) is the straight life annuity payable to the Participant under the Qualified Plans commencing on his Normal Retirement Date, excluding for this purpose the portion of such annuity attributable to the Additional Annuity Benefit described in Section 5.07 of the Retirement Plan,

(B) is the straight life annuity payable to the Participant under the Nonqualified Plans commencing on his Normal Retirement Date, and

(C) is the imputed benefit, expressed as a straight life annuity commencing on the Participant’s Normal Retirement Date, calculated under the Retirement Plan based upon the following assumptions:

A-2

(I) Final Average Pay and Earnings equal the annual salary of the Participant on the date he was employed by the Campbell Group, and

(II) Years of Service equal the excess number of whole years of the Participant’s age at date of hire by the Campbell Group over 32, but such imputed Years of Service shall be limited to the lesser of (1) actual Years of Service under the Retirement Plan or (2) 10 years; and

(b) is the excess of (i) over (ii) where:

(i) is the benefit described in Section 5.07 of the Retirement Plan calculated as if the Participant had completed 35 Years of Service, and

(ii) is the actual benefit to which the Participant is entitled under Section 5.07 of the Retirement Plan.

A Participant’s Grandfathered Income Replacement Benefit determined under the preceding sentence shall be reduced in accordance with the factors in Schedule 2 of Appendix I of the Retirement Plan based on the Participant’s age at the time his Plan benefits are scheduled to commence.

Notwithstanding the foregoing, the Grandfathered Income Replacement Benefit for a Participant who was a participant in the Retirement Plan prior to May 1, 1999, shall be expressed in the form of a straight life annuity with 60 monthly installments guaranteed.

A-3

Exhibit 10 (b)

CAMPBELL SOUP COMPANY

Deferred Compensation Plan II

Effective: January 1, 2009

DEFERRED COMPENSATION PLAN II

Effective: January 1, 2009

TABLE OF CONTENTS


Article		Page

I.	Definitions		1
II.	Eligibility and Participation		6
III.	Contributions and Accounts		6
IV.	Vesting and Forfeitures		8
V.	Deferrals and Distributions		9
VI.	Administrative Procedures		13
VII.	Claims Procedure		14
VIII.	Funding		16
IX.	Amendment and Termination		16
X.	Change in Control		17
XI.	Miscellaneous		21
Exhibit A			i

CAMPBELL SOUP COMPANY
DEFERRED COMPENSATION PLAN II

Effective: January 1, 2009

The Campbell Soup Company Deferred Compensation Plan II (the “Plan”) is designed for Eligible Executives of Campbell Soup Company to provide an additional method of planning for retirement and other significant saving needs with respect to amounts deferred or vested after 2004. The Plan is intended to (1) comply with section 409A of the Internal Revenue Code (the “Code”) and official guidance issued thereunder, and (2) be an “unfunded” plan maintained for the purpose of providing deferred compensation to a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated, and administered in a manner consistent with these intentions.

The Plan, effective January 1, 2009, is established based on the terms and conditions of the Campbell Soup Company Deferred Compensation Plan effective November 18, 1999 (the “Prior Plan”). The terms and conditions of the Prior Plan, to the extent such terms and conditions were applied in reasonable good faith compliance with Code section 409A, governed the determination, deferral and distribution of benefits payable to Participants (and their Beneficiaries) under the Prior Plan during the transition period under Code section 409A. Any amounts (including earnings) that were earned or vested after 2004 under the Prior Plan and that remain unpaid on January 1, 2009 shall be subject to the terms and conditions of this Plan. Amounts that were earned and vested under the Prior Plan as of December 31, 2004, including earnings thereon, shall be considered Grandfathered Amounts, and thereby, exempt from the requirements under Code section 409A. These Grandfathered Amounts shall remain subject to the terms and conditions of the Prior Plan in effect on October 3, 2004.

ARTICLE I

DEFINITIONS

Unless the context otherwise requires, the following words and phrases as used herein shall have the following meanings:

§1.1 “ Account Balance ” means the total amount credited to the bookkeeping Investment Accounts and Campbell Stock Account in which Contributions are maintained

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for a Participant, including earnings thereon. The Account Balance shall include any amounts earned or vested under the Prior Plan after December 31, 2004, including earnings thereon.

§1.2 “ Annual Incentive Compensation ” means any Employer annual incentive program or sales incentive program which the Plan Administrator has approved for deferral under the Plan, including the Campbell Soup Company Annual Incentive Plan.

§1.3 “ Beneficiary ” means the person that the Participant designates to receive any unpaid portion of the Participant’s Account Balance should the Participant’s death occur before the Participant receives the entire Account Balance. If the Participant does not designate a beneficiary, the Participant’s Beneficiary shall be his or her spouse if the Participant is married at the time of death, or the Participant’s estate if he or she is unmarried at the time of death.

§1.4 “ Board of Directors ” means the board of directors of Campbell Soup Company.

§1.5 “ Campbell Stock ” means capital stock of Campbell Soup Company.

§1.6 “ Campbell Stock Account ” means an account in which deferred amounts are valued as if they were invested in the Campbell Stock unit fund maintained by Fidelity for the Savings Plan.

§ 1.7 “ Code ” means the Internal Revenue Code of 1986, as amended.

§1.8 “ Committee ” means the Compensation and Organization Committee of the Board or a subcommittee thereof. All members of the Committee shall be “Outside Directors,” as defined or interpreted for purposes of Code section 162(m), and “Non-Employee Directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the “1934 Act”).

§ 1.9 “ Company ” means Campbell Soup Company or any successor corporation thereto.

§1.10 “ Compensation ” means, for purposes of the Plan, an Eligible Executive’s Salary, LTIP Award, Annual Incentive Compensation and Director’s Fees.

§1.11 “ Contributions ” mean amounts deferred under the Plan pursuant to Article III (including Elective Contributions and Non-Elective Contributions) and allocated to a Participant’s Account Balance. No money or other assets will actually be contributed to such Account Balance.

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§1.12 “ Default Distribution Schedule ” means the payment schedule described in Section 5.7 based on the total Account Balance on the later of (a) the Payment Date; or (b) the date selected pursuant to a Subsequent Deferral Election, if applicable.

§ 1.13 “ Deferral Form ” means a form, written or electronic, provided by the Committee pursuant to which an Eligible Executive may elect to defer amounts under the Plan.

§1.14 “ Director ” means a non-Employee member of the Board of Directors.

§1.15 “ Director’s Fees ” means retainers, meeting attendance fees and any other remuneration received by a Director for his or her services on the Board of Directors, including LTIP Awards.

§1.16 “ Effective Date ” means January 1, 2009.

§1.17 “ Elective Contributions ” mean the contributions described in Section 3.1.

§ 1.18 “ Eligible Executive ” means an Employee who is classified as “exempt” under the Fair Labor Standards Act of 1938, as amended, and whose salary grade is at least 28 and whose annual base salary equals or exceeds the amount required by the Plan Administrator. Eligible Executive also means a Director.

§1.19 “ Employee ” means an individual who is employed by the Employer.

§1.20 “ Employer ” means the Company and any subsidiary designated by the corporate officer in charge of Human Resources of the Company, as set forth in Exhibit A .

§ 1.21 “ Grandfathered Amounts ” means amounts that were deferred under the Prior Plan and earned and vested as of December 31, 2004. Grandfathered Amounts are subject to the distribution rules in effect prior to this amendment and restatement.

§1.22 “ Initial Distribution Election ” means upon an Eligible Executive’s first election to defer Compensation under the Plan made pursuant to an irrevocable Deferral Form and in accordance with the time requirements set forth in Section 5.2, the Participant may elect the time or form of payment for the portion of his or her Account Balance attributable to Elective Contributions (and earnings thereon).

§1.23 “ Investment Account ” means an accounting record, maintained for each Participant, valued in accordance with the performance of the investment choice in which

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the deferred amounts are allocated. No funds are actually contributed to an Investment Account. The Plan Administrator shall determine which Investment Accounts are offered.

§1.24 “ Key Employee ” means an Employee treated as a “specified employee” as of his Separation from Service under Code section 409A(a)(2)(B)(i) (i.e., a key employee, as defined in Code section 416(i) without regard to paragraph (5) thereof) of the Company or its affiliates if the Company’s or its affiliate’s stock is publicly traded on an established securities market or otherwise. Key Employees shall be determined in accordance with Code section 409A using a December 31 identification date. A listing of Key Employees as of an identification date shall be effective for the 12-month period beginning on the April 1 following the identification date.

§1.25 “ LTIP ” means any Employer long-term incentive plan, including the Campbell Soup Company 2003 and 2005 Long-Term Incentive Plans.

§1.26 “ LTIP Award ” means an equity award granted under an LTIP prior to the Company’s 2009 fiscal year and approved for deferral under the Plan by the Plan Administrator. To the extent the Committee approves an adjustment to any LTIP Awards deferred under the Plan as a result of any dividend or other distribution (whether in the form of cash, Campbell Stock or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Campbell Stock or other securities of the Company, issuance of warrants or other rights to purchase Campbell Stock or other securities of the Company, issuance of Campbell Stock pursuant to the anti-dilution provisions of Campbell Stock, or other similar corporate transaction or event that affects the Campbell Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, the Company shall adjust equitably any or all of the LTIP Awards credited to a Participant’s Account Balance. Notwithstanding the foregoing, on and after the Company’s 2009 fiscal year, Eligible Executives who are Directors shall continue to be permitted to defer LTIP Awards.

§ 1.27 “ Non-Elective Contributions ” mean the contributions described in Section 3.2.

§ 1.28 “ Participant ” means an Eligible Executive who elects to participate in the Plan, or an Eligible Executive who has been credited with any Non-Elective Contributions.

§1.29 “ Payment Date ” means a date in March of the year following a distributable event under the terms of the Plan.

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§ 1.30 “ Plan ” means the Campbell Soup Company Deferred Compensation Plan II, effective January 1, 2009.

§1.31 “ Plan Administrator ” means the Senior Vice President and Chief Human Resources and Communications Officer of the Company or any person or entity designated by the corporate officer in charge of Human Resources.

§1.32 “ Plan Year ” means the 12-month period beginning January 1 and ending December 31.

§1.33 “ Prior Plan ” means the Campbell Soup Company Deferred Compensation Plan, effective November 18, 1999.

§1.34 “ Salary ” means an Employee’s base salary paid by the Employer, excluding commissions, Annual Incentive Compensation awards or other bonuses, and any other additional compensation.

§1.35 “ Salary Deferral ” means the provision whereby an Eligible Executive can defer Salary in accordance with Section 3.1(a).

§1.36 “ Savings Plan ” means the Campbell Soup Company Savings Plus Plan for Salaried Employees or a successor plan.

§1.37 “ Separation from Service ” or “ Separates from Service ” means a “separation from service” within the meaning of Code section 409A; provided that, in the event a Participant becomes Totally Disabled and is on an approved leave of absence from employment in connection therewith, a Separation from Service shall not occur for up to 12 months following the first day of such leave of absence, as permitted under a Company-sponsored disability program.

§1.38 “ SERP ” means the Campbell Soup Company Supplemental Employees’ Retirement Plan, as amended from time to time, and any successor or replacement plan thereof.

§ 1.39 “ SERP Benefit ” means the benefit amount determined under the SERP and credited to a Participant under the Plan.

§ 1.40 “ Subsequent Deferral Election ” means a Participant’s election to change the time and form of his or her distribution in accordance with the requirements set forth in Section 5.6.

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§1.41 “ Supplemental Savings ” means the provision described in Section 3.2(a).

§ 1.42 “ Totally Disabled ” means “total disability” as that term is defined in the group long-term disability plan sponsored by the Company.

§ 1.43 “ Total Value ” means the entire value of a Participant’s vested Account Balance, including both Elective Contributions and Non-Elective Contributions (and earning thereon), regardless of the time or form of payment for such amounts.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

§2.1 Eligibility . Each Eligible Executive may elect to defer his or her Compensation in accordance with the Plan. Rules regarding both Initial Deferral Elections and Subsequent Deferral Elections by Eligible Executives are provided in Article V.

§2.2 Executives Outside the United States . Notwithstanding any other provisions of the Plan to the contrary, an Eligible Executive who is subject to tax outside of the United States is not eligible to participate in any feature of the Plan unless his or her participation has been approved in advance by the Plan Administrator.

§2.3 Participation . The Plan Administrator shall notify any Eligible Executive of his status as an Eligible Executive at such time and in such manner as the Plan Administrator shall determine. Any Eligible Executive who elects to participate in the Plan or who is credited with any Non-Elective Contributions shall become a Participant in the Plan immediately upon enrolling as a Participant by the method required by the Plan Administrator. An individual shall remain a Participant under the Plan until all amounts credited to the Participant’s Account Balance have been distributed to the Participant or the Participant’s Beneficiary.

ARTICLE III

CONTRIBUTIONS AND ACCOUNTS

§3.1 Elective Contributions . The Participant may elect to defer the following types of Compensation, which are the “Elective Contributions:”

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(a) Salary Deferral . The Company shall credit to a Participant’s Account Balance an amount equal to that portion of his or her Salary that the Participant has elected to defer under the Plan, subject to the limitations set forth in Article V.

(b) Annual Incentive Compensation Deferral . On behalf of a Participant who participates in an Annual Incentive Compensation program, the Company shall credit to his or her Account Balance an amount equal to that portion of an Annual Incentive Compensation award that the Participant has elected to defer under the Plan.

(c) LTIP Deferral . On behalf of a Participant who participates in the LTIP, the Company shall credit to his or her Account Balance an amount equal to that portion of an eligible LTIP Award that the Participant has elected to defer under the Plan.

(d) Director’s Fee Deferral . The Company shall credit to a Participant’s Account Balance an amount equal to that portion of his or her Director’s Fees that the Participant has elected to defer under the Plan.

Compensation deferred by a Participant under Article V shall be credited to the Participant’s Account Balance as soon as practicable after the amounts would have otherwise been paid to the Participant.

§ 3.2 Non-Elective Contributions . The Company shall credit to an Eligible Executive’s Account Balance the following two types of benefits, which are the “Non-Elective Contributions:”

(a) Supplemental Savings . On behalf of an Eligible Executive who contributes to the Savings Plan the required amount as set by the Plan Administrator but no more than the maximum contribution limit under Code section 402(g) and who satisfies the eligibility requirements under the Savings Plan for Matching Company Contributions (as defined in the Savings Plan), the Company shall credit to his or her Account Balance no later than the last day of each Plan Year an amount equal to the difference between (1) the Matching Company Contributions that would have been made to the Savings Plan on behalf of the Eligible Executive using the Eligible Executive’s total Salary and Annual Incentive Compensation awards for the Plan Year, without regard to any amounts deferred under this Plan, and without regard to the annual dollar limit under Code section 401(a)(17) (as adjusted from time to time), and (2) the actual Matching Company Contributions made to the Savings Plan for the Plan Year. The benefit so calculated shall be credited to the Eligible Executive’s Account Balance. No benefit under this Section shall accrue during any period of time when an Eligible Executive is not an active participant in the Savings Plan.

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(b) SERP Benefit . Subject to the terms and conditions of the SERP and to the extent that an Eligible Executive meets the SERP eligibility and vesting requirements, the Company shall determine the SERP Benefit as of the first day of the month following the Eligible Executive’s termination of employment for any reason (including, without limitation, his or her death, Total Disability or resignation). The Company shall credit to the Eligible Executive’s Account Balance an amount equal to the SERP Benefit as soon as practicable following such date. Notwithstanding anything to the contrary, in the event a Participant becomes eligible to participate in the Campbell Soup Company Mid-Career Hire Pension Plan, as amended from time to time (the “Mid-Career Plan”), the Participant’s right to receive the SERP Benefit shall be forfeited pursuant to Section 9(i) of the SERP; provided, however, solely for purposes of determining the form of payment under the Default Distribution Schedule, the value of any vested benefit determined under the Mid-Career Plan as of the first day of the month following the Participant’s termination of employment shall be included in the determination of Total Value.

§ 3.3 Account Balance and Earnings . The Elective Contributions and Non-Elective Contributions set forth above shall be credited to a Participant’s Account Balance. Earnings shall be credited to a Participant’s Account Balance under this Section 3.3 based on the results that would have been achieved had amounts credited to the Account Balance been invested as soon as practicable after crediting into the Investment Accounts designated by the Plan Administrator or selected by the Participant. The Plan Administrator shall: (i) designate the Investment Accounts that will be available to Participants under the Plan; (ii) designate the default Investment Accounts into which new Non-Elective Contributions will be credited; (iii) determine how often the Participants may make elections as to the deemed investment of Elective Contributions newly credited to their Account Balance, as well as the deemed investment of amounts previously credited to their Account Balance; and (iv) establish procedures to permit Participants to make and change investment elections. Earnings shall include any dividend or dividend equivalents attributable to LTIP Awards deferred under the Plan. Nothing in this Section or otherwise in the Plan, however, will require the Company to actually invest any amounts or set aside funds in such investments or otherwise.

ARTICLE IV

VESTING AND FORFEITURES

§ 4.1 Elective Contributions . Participants are fully vested in all amounts credited to their Account Balances, except as set forth below regarding Supplemental Savings and except for any vesting requirements related to LTIP Awards.

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§ 4.2 Supplemental Savings . Contributions of Supplemental Savings (and earnings thereon) shall vest in accordance with the following schedule:


Completed Years of Service	Vested
(as defined in the Savings Plan)	Percentage

1		20	%
2		40	%
3		60	%
4		80	%
5		100	%

§ 4.3 Forfeitures . Any portion of the Account Balance not vested on or before the date of a Participant’s Separation from Service shall be forfeited.

ARTICLE V

DEFERRALS AND DISTRIBUTIONS

§ 5.1 Deferral Elections . The Plan Administrator shall establish administrative rules and procedures for the making of irrevocable deferral elections by an Eligible Executive under the Plan in accordance with the requirements of Code section 409A. Subject to the timing rules in Section 5.2, deferrals may be made with respect to the following types of Compensation :

(a) Salary . An Eligible Executive may elect to defer any portion of his or her Salary up to 50% (in 1% increments) earned during a year, with a minimum deferral of 5%.

(b) Annual Incentive Compensation . An Eligible Executive may elect to defer any portion of his or her Annual Incentive Compensation up to 90% (in 10% increments).

(c) LTIP Awards . An Eligible Executive may elect to defer any portion of an LTIP Awards up to 100% (in 10% increments).

(d) Director’s Fees . An Eligible Executive may elect to defer any portion of his or her Director’s Fees up to 100% (in 10% increments).

§ 5.2 Election Timing Requirements . In order to elect to defer Compensation earned during a Plan Year or a fiscal year of the Company, an Eligible Executive shall file

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an irrevocable Deferral Form with the Plan Administrator before the beginning of such Plan Year or fiscal year, as applicable. Notwithstanding the foregoing:

(a) if the Committee or the Plan Administrator determines that the Annual Incentive Compensation or LTIP Award qualifies as “performance-based compensation” under Code section 409A, an Eligible Executive may elect to defer such Compensation by filing a Deferral Form at such later time up until the date six months before the end of the performance period as permitted by the Committee or the Plan Administrator; or

(b) in the first year in which an Employee becomes eligible to participate in the Plan, a deferral election may be made within 30 days after the date the Employee becomes eligible to participate in the Plan with respect to Compensation earned for services to be performed subsequent to the date of such election and to the extent permitted under Code section 409A.

§ 5.3 Distribution Upon Separation . Unless otherwise elected under Section 5.4 or 5.5, a Participant’s vested Account Balance shall be distributed in accordance with the Default Distribution Schedule on the Payment Date after such Participant’s Separation from Service. Notwithstanding the foregoing, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Participant’s Separation from Service (or, if earlier, the month after the Participant’s death). Each annual installment thereafter, if any, shall be paid on each successive anniversary of such Payment Date.

§ 5.4 Distribution Elections .

(a) Initial Distribution Election . In the case of the first year in which an Eligible Executive defers Compensation under the Plan, as determined by the Plan Administrator in its sole discretion, the Participant may make an election, in accordance with the requirements in Section 5.2 and the administrative rules and procedures established by the Plan Administrator, to receive that portion of his or her Account Balance attributable to Elective Contributions (and earning thereon) in any permitted time or form of payment provided in Section 5.6.

(b) Special Transition Period Election . Notwithstanding any prior elections or Plan provisions to the contrary, during the transition period under Code section 409A and applicable guidance issued thereunder, certain Participants, designated by the Plan Administrator, may have made (1) an election to receive the portion of his or

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her Account Balance attributable to the Elective Contributions and Non-Elective Contributions in any permitted time or form of payment provided in Section 5.6; or (2) an election to receive his or her Account Balance in a lump sum upon death. Any such election must have become irrevocable on or before December 31, 2008 and must have been made in accordance with procedures and distribution rules established by the Plan Administrator.

§ 5.5 Subsequent Deferral Election . In accordance with the administrative rules and procedures established by the Plan Administrator, a Participant may make up to three subsequent elections to change the time or form of payment for all or the portion of his or her vested Account Balance (each, a “Subsequent Deferral Election”) attributable to Elective Contributions or Non-Elective Contributions (and earnings thereon) in accordance with this Section 5.5, but only if the following conditions are satisfied:

(a) The Subsequent Deferral Election may not take effect until at least twelve (12) months after the date on which such election is made;

(b) Such distribution may not be made earlier than at least five (5) years from the date the distribution would have otherwise been made; and

(c) The Subsequent Deferral Election must be made at least twelve (12) months before the date of the Participant’s Separation from Service.

Any election with respect to the time or form of payment under the Plan, after the Participant’s third Subsequent Deferral Election, shall be null and void and have no force or effect. For purposes of clarification, in no event shall any Subsequent Deferral Election (including any election by a Participant’s beneficiary) be made after the date that is twelve (12) months before the Participant’s Separation from Service.

§ 5.6 Permitted Time and Form of Payment Options . Subject to the requirements of Sections 5.4 and 5.5, the Participant may elect from the following options:

(a) Time of Payment . A Participant may elect to be paid, or begin receiving payments, on any anniversary of the Payment Date after his or her Separation from Service; provided that such anniversary date is within 15 years of the Participant’s Separation from Service.

(b) Form of Payment . A Participant may elect the form in which his or her vested Account Balance shall be paid from among the following options: (i) lump sum; (ii) 5 annual installments; (iii) 10 annual installments; (iv) 15 annual installments; or

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(v) 20 annual installments. Each form of payment shall be treated as one payment for purposes of Code section 409A.

§ 5.7 Default Distribution Schedule . Unless otherwise elected under Section 5.4 or 5.5, the vested portion of a Participant’s Account Balance shall be paid in the form set forth below (the “Default Distribution Schedule”) based on the on the Total Value of a Participant’s Account Balance on the date of the first scheduled distribution, as follows:


Vested Account Balance		Form of Payment

$1 to $25,000.99		Lump Sum Payment
$25,001 to $50,000.99		2 Annual Installments
$50,001 to $100,000.99		3 Annual Installments
$100,001 to $200,000.99		4 Annual Installments
$200,001 to $500,000.99		5 Annual Installments
$500,001 and above		10 Annual Installments

§ 5.8 Death Benefits . Unless otherwise elected under Section 5.4(b), if a Participant dies before his or her Separation from Service, the Participant’s Beneficiary shall receive the entire vested Account Balance in accordance with the time and form of payment elected by the Participant or established under this Article V, as if the Participant had Separated from Service on the date of the Participant’s death. In the event of the Participant’s death after his or her Separation from Service, all or any remaining portion of the vested Account Balance shall continue to be paid to the Beneficiary in accordance with the time and form of payment elected by the Participant or established under this Article V, as applicable.

§5.9 Effect of Taxation . If the Participant’s benefits under the Plan are includible in income pursuant to Code section 409A, such benefits shall be distributed immediately to the Participant.

§5.10 Permitted Delays . Notwithstanding the foregoing, any payment to a Participant under the Plan shall be delayed upon the Committee’s reasonable anticipation of one or more of the following events:

(a) The Company’s deduction with respect to such payment would be eliminated by application of Code section 162(m); or

(b) The making of the payment would violate Federal securities laws or other applicable law;

provided, that any payment delayed pursuant to this Section 5.10 shall be paid in accordance with Code section 409A on the earliest date in which the Company reasonably

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anticipates that: (i) the deduction of such payment will not be barred by the application of Code section 162(m); and (ii) the making of the payment will not cause a violation of Federal securities laws or other applicable law.

ARTICLE VI

ADMINISTRATIVE PROCEDURES

§6.1 General . The Plan shall be administered by the Plan Administrator. Consistent with the terms of the Plan, the Plan Administrator shall establish administrative rules and procedures regarding the timing of deferral elections, the time period for deferral, the forms of distribution, the maximum number of annual installment payments, the Investment Accounts for valuing Account Balances, reallocation of Account Balances among Investment Accounts, statements of Account Balances, the time and manner of payment of Account Balances, and other administrative items for this Plan. The Plan Administrator shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and procedures for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan. Any such action taken by the Plan Administrator shall be final and conclusive on any party. To the extent the Plan Administrator has been granted discretionary authority under the Plan, the Plan Administrator’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. The Plan Administrator may, from time to time, employ agents and delegate to such agents, including Employees, such administrative or other duties as it sees fit.

§6.2 Plan Interpretation. The Plan Administrator shall have the authority and responsibility to interpret and construe the Plan and to decide all questions arising thereunder, including without limitation, questions of eligibility for participation, eligibility for Contributions, the amount of Account Balances, and the timing of the distribution thereof, and shall have the authority to deviate from the literal terms of the Plan to the extent the Plan Administrator shall determine to be necessary or appropriate to operate the Plan in compliance with the provisions of applicable law.

§6.3 Responsibilities and Reports . The Plan Administrator may pursuant to a written instruction name other persons to carry out specific responsibilities. The Plan Administrator shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports that are furnished by any accountant, controller, counsel, or other person who is employed or engaged for such purposes.

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ARTICLE VII

CLAIMS PROCEDURE

§ 7.1 Filing a Claim . A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Plan Administrator at such address as may be specified from time to time. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.

§ 7.2 Denial of Claim . In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Plan Administrator. If special circumstances require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.

§ 7.3 Reasons for Denial . A denial or partial denial of a claim will be dated and will clearly set forth:

(a) the specific reason or reasons for the denial;

(b) specific reference to pertinent Plan provisions on which the denial is based;

(c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

§ 7.4 Review of Denial . Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Plan Administrator for a full and fair review of the denied claim by filing a written notice of appeal with the Plan Administrator within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the

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claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

§ 7.5 Decision Upon Review . The Plan Administrator will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:

(a) the specific reason or reasons for the adverse determination;

(b) specific reference to pertinent Plan provisions on which the adverse determination is based;

A decision will be rendered no more than 60 days after the Plan Administrator’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Plan Administrator determines that special circumstances require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.

§ 7.6 Finality of Determinations; Exhaustion of Remedies . To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure.

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§ 7.7 Limitations Period . Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than one year following a final decision on the claim for benefits by the Plan Administrator. The one-year limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.

ARTICLE VIII

FUNDING

§8.1 Funding . The Company shall not segregate or hold separately from its general assets any amounts credited to the Account Balances for Participants, and shall be under no obligation whatsoever to fund in advance any amounts under the Plan, including Contributions and earnings thereon.

§8.2 Insolvency . In the event that the Company becomes insolvent, all Participants and Beneficiaries shall be treated as general, unsecured creditors of the Company with respect to any amounts credited to the Account Balances.

ARTICLE IX

AMENDMENT AND TERMINATION

The Company reserves the right to amend or terminate the Plan at any time by action of the corporate officer in charge of Human Resources of the Company. Notwithstanding the foregoing, no such amendment or termination shall reduce any Participant’s Account Balance as of the date of such amendment or termination; provided however, an amendment may freeze or limit future accruals of benefits under the Plan on and after the date of such amendment. Upon a complete termination of the Plan, all vested amounts credited to Participants’ Account Balances shall be distributed to Participants and Beneficiaries in the manner and at the time described in Article V, unless the Company determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A. Upon termination of the Plan, no further deferrals of Compensation shall be permitted; however, earnings, gains and losses shall continue to be credited to Account Balances in accordance with Article III until the Account Balances are fully distributed.

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ARTICLE X

CHANGE IN CONTROL

§10.1 Provisions . Notwithstanding anything contained in the Plan to the contrary, the provisions of this Article X shall govern and supersede any inconsistent terms or provisions of the Plan.

§10.2 Definition of Change in Control . For purposes of the Plan “Change in Control” shall mean any of the following events:

(a) The acquisition in one or more transactions by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) of “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding voting securities (the “Voting Securities”), provided, however, that for purposes of this Section 10.2(a), the Voting Securities acquired directly from the Company by any Person shall be excluded from the determination of such Person’s Beneficial Ownership of Voting Securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or

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fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such share exchange in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such share exchange.

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Moreover, notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

(e) Notwithstanding anything contained in the Plan to the contrary, if the Employees’ employment is terminated within six months prior to a Change in Control and the Employee reasonably demonstrates that such termination (i) was at the request of a third party who effectuates a Change in Control or (ii) otherwise occurred in connection with or in anticipation of a Change in Control, then for all purposes of the Plan, the date of a Change in Control with respect to the Employee shall mean the date immediately prior to the date of such termination of the Employee’s employment.

§10.3 Definition of “ Termination Following a Change in Control. ” For purposes of the Plan, “Termination Following a Change in Control” means a Separation from Service of an Employee following the date of a Change in Control:

(a) initiated by the Employer of the Participant, or

(b) initiated by the Participant following one or more of the following events:

(i) an assignment to the Participant of any duties materially inconsistent with, or a reduction or change by his or her Employer in the nature or scope of the authority, duties or responsibilities of the Participant from those assigned to or held by the Participant immediately prior to the Change in Control;

(ii) any removal of the participant from the positions held immediately prior to the Change in Control, except in connection with promotions to positions of greater responsibility and prestige;

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(iii) any material reduction by his or her Employer in the Participant’s compensation as in effect immediately prior to the Change in Control or as the same may be increased thereafter;

(iv) revocation or any modification of any employee benefit plan, or any action taken pursuant to the terms of any such plan, that materially reduces the opportunity of the Participant to receive benefits under any such plan;

(v) a transfer or relocation of the site of employment of the Participant immediately preceding the Change in Control, without the Participant’s express written consent, to a location more than fifty (50) miles distant therefrom, or that is otherwise an unacceptable commuting distance from the Participant’s principal residence at the date of the Change in Control; or

(vi) a requirement that the Participant undertake business travel to an extent substantially greater than the Participant’s business travel obligation immediately prior to the Change in Control.

§10.4 Accrued Benefit.

(a) Upon a Change in Control, a Participant’s Campbell Stock Account shall be converted into cash in an amount equal to the greater of (1) the highest price per share of the Campbell Stock (a “Share”) paid to holders of the Shares in any transaction (or series of transactions) constituting or resulting in a Change in Control or (2) the highest fair market value per Share during the ninety (90) day period ending on the date of a Change in Control multiplied by the number of shares of Campbell Stock credited to the Participant’s Account Balance under the Plan.

(b) Upon a Participant’s Termination Following a Change in Control (other than Directors) within two (2) years after a Change in Control, the Participant shall fully vest in his or her Account Balance (including the SERP Benefit). In the event the Change in Control in connection with such Termination Following a Change in Control satisfies the requirements of a “Change in Control Event,” as described in Code section 409A and the applicable regulations thereunder, the Company shall pay to the Participant, subject to the delay in payment required for Key Employees pursuant to Section 5.3, a lump sum cash payment equal to the Participant’s vested Account Balance sixty (60) days after his or her Separation from Service regardless of the Participant’s previous distribution election. In the event such Change in Control does not result in a Change in Control Event as described under Code section 409A, payments described in this Section 10.4(b) shall be credited and vested to the Participant’s Account Balance and made pursuant to the provisions under Article V of the Plan.

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(c) Upon a Director’s Separation from Service (i.e., ceasing to provide services to the Company as a member of the Board or otherwise) within two (2) years after a Change in Control, the Director shall fully vest in his or her Account Balance. In the event the Change in Control in connection with such Separation from Service satisfies the requirements of a “Change in Control Event,” as described in Code section 409A and the applicable regulations thereunder, the Company shall pay to the Director, subject to the delay in payment required for Key Employees pursuant to Section 5.3, a lump sum cash payment equal to his or her vested Account Balance sixty (60) days after his or her Separation from Service regardless of the Director’s previous distribution election. In the event such Change in Control does not result in a Change in Control Event as described under Code section 409A, payments described in this Section 10.4(c) shall be credited and vested to the Participant’s Account Balance and made pursuant to the provisions under Article V of the Plan.

§10.5 Amendment or Termination .

(a) This Article X shall not be amended or terminated at any time if any such amendment or termination would adversely affect the rights of any Participants under the Plan.

(b) For a period of two (2) years following a Change in Control, the Plan shall not be terminated or amended in any way that would adversely affect the rights of the Participants, nor shall the manner in which the Plan is administered be changed in a way that adversely affects the Eligible Executives’ right to existing or future Company provided benefits or contributions provided hereunder. Furthermore, the Plan may not be merged or consolidated with any other program during said two-year period.

(c) Any amendment or termination of the Plan prior to a Change in Control and which (1) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control or (2) otherwise arose in connection with or in anticipation of a Change in Control, shall be null and void and shall have no effect whatsoever.

ARTICLE XI

MISCELLANEOUS

§11.1 No Employment Contract. The establishment or existence of the Plan shall not confer upon any individual the right to be continued as an employee or Director.

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The Employer expressly reserves the right to discharge any employee whenever in its judgment its best interests so require.

§11.2 Non-Alienation. No interest of any person in, or right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person.

§11.3 Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of New Jersey to the extent not preempted by federal law.

§11.4 Taxes and Withholding. The Company or other payor may withhold from a benefit payment under the Plan or a Participant’s wages in order to meet any federal, state, or local tax withholding obligations with respect to Plan benefits. The Company may also accelerate and pay a portion of a Participant’s benefits in a lump sum equal to the Federal Insurance Contributions Act (“FICA”) tax imposed and the income tax withholding related to such FICA amounts. The Company or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.

§11.5 Incapacity. If the Plan Administrator, in its sole discretion, deems a Participant or Beneficiary who is eligible to receive any payment hereunder to be incompetent to receive the same by reason of illness or any infirmity or incapacity of any kind, the Plan Administrator may direct the Company to apply such payment directly for the benefit of such person, or to make payment to any person selected by the Plan Administrator to disburse the same for the benefit of the Participant or Beneficiary. Payments made pursuant to this Section shall operate as a discharge, to the extent thereof, of all liabilities of the Company, the Plan Administrator and the Plan to the person for whose benefit the payments are made.

§ 11.6 Unclaimed Benefits . Each Participant shall keep the Plan Administrator informed of his or her current address and the current address of his or her designated Beneficiary. The Plan Administrator shall not be obligated to search for the whereabouts of any person if the location of a person is not made known to the Plan Administrator.

§ 11.7 Severability . In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.

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§ 11.8 Words and Headings . Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

§11.9 Binding Upon Successors. The liabilities under the Plan shall be binding upon any successor, assign or purchaser of the Company or any purchaser of substantially all of the assets of the Company.

§11.10 Trust Arrangement. All benefits under the Plan represent an unsecured promise to pay by the Company. The Plan shall be unfunded and the benefits hereunder shall be paid only from the general assets of the Company resulting in the Eligible Executives having no greater rights than the Company’s other general creditors. Nothing herein shall prevent or prohibit the Company from establishing a trust or other arrangement for the purpose of providing for the payment of the benefits payable under the Plan.

IN WITNESS WHEREOF , this instrument has been executed on December 18, 2008.


	Campbell Soup Company
	By:	/s/ Nancy A. Reardon
		Nancy A. Reardon
		Senior Vice President — Chief Human Resources and Communications Officer


ATTEST:
By:	/s/ John J. Furey
	Corporate Secretary

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Exhibit A
Designated Subsidiaries as of January 1, 2009.

Campbell Finance 2 Corp.
Campbell Finance Corp.
Campbell Food Service Company
Campbell Sales Company
Campbell Soup Supply Company LLC
Campbell Urban Renewal Corp.
CSC Advertising, Inc.
CSC Brands LP
CSC Brands, Inc.
CSC Standards, Inc.
Joseph Campbell Company
Pepperidge Farm, Incorporated

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EXHIBIT 10 (c)

CAMPBELL SOUP COMPANY
SUPPLEMENTAL EMPLOYEES’ RETIREMENT PLAN
Amended and Restated
Effective January 1, 2009

This is the Campbell Soup Company Supplemental Employees’ Retirement Plan (the “SERP” or the “Plan”) originally adopted on the August 1, 1996 by the Campbell Soup Company (the “Company”) on behalf of itself and its subsidiaries to provide benefits, in addition to those provided under the Campbell Soup Company Retirement and Pension Plan (the “Pension Plan”) to certain eligible employees of the Company and its subsidiaries. The SERP is a continuation of the benefit that, prior to August 1, 1996, was set forth in footnote 3 of the Pension Plan.

The portion of the SERP that provides excess benefits ( i.e. , benefits that, pursuant to section 415 of the Internal Revenue Code (the “Code”), may not be provided under a tax-qualified retirement plan) is intended to be an excess benefit plan within the meaning of section 3(36) of ERISA. The remainder of the SERP is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Notwithstanding anything herein to the contrary, the SERP, as amended and restated effective January 1, 2009, is intended to comply with Code section 409A and official guidance issued thereunder and shall be interpreted, operated and administered in a manner consistent with the intentions set forth above.

1. General Definitions :

All of the capitalized terms used in the SERP and not defined herein shall have the same meaning as in the Deferred Compensation Plan II. The following words and phrases as used in this Plan shall have the following meanings unless a different meaning is plainly required by the context:

(a) “Committee” means the Administrative Committee of the Pension Plan.

(b) “Deferred Compensation Plan II” means the Campbell Soup Company Deferred Compensation Plan II, as amended from time to time.

(c) “Present Value” means the present value of an amount calculated using the actuarial factors and assumptions specified in the Pension Plan.

(d) “SERP Benefit” means the monthly annuity benefit determined under Section 5.

(e) “Subsidiary” means a corporation, the majority of the voting stock of which is owned directly or indirectly by the Company.

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(f) “Years of Service” means the Participant’s Years of Vesting Service, as that term is defined and determined in accordance with the provisions of the Pension Plan, but for this SERP determined using all employment with the Company and all of its Subsidiaries.

2. Eligibility :

An employee of the Company or a subsidiary who participates in the Pension Plan shall be a participant (a “Participant”) in the SERP if the employee’s accrued benefit under the Pension Plan (“Accrued Benefit”) is less than it would be if: (a) the Pension Plan were not subject to: (i) the limit imposed by section 401(a)(17) of the Code or any successor provision of law on the amount of annual compensation of each employee that may be taken into account, and (ii) the limit imposed by section 415 of the Code or any successor provision of law on the amount of annual benefits that may be accrued (The limits described in (i) and (ii) shall be referred to hereinafter, collectively, as the “Code Limits”); or (b) the employee defers Compensation under the Deferred Compensation Plan II, as amended from time to time, or the Campbell Soup Company Deferred Compensation Plan.

3. Funding :

All benefits under the SERP represent an unsecured promise to pay by the Company. The SERP shall be unfunded and the benefits hereunder shall be paid only from the general assets of the Company resulting in the Participant having no greater rights than the Company’s other general creditors. Nothing herein shall prevent or prohibit the Company from establishing a trust or other arrangement for the purpose of providing for the payment of the benefits payable under the SERP. The Company may from time to time, pay to the trustee of the Trust Under Campbell Soup Company Non-Qualified Retirement Plans (the “Trust”) such amounts as it may, in its sole discretion, deem necessary or desirable to meet its obligations to pay benefits under the SERP. Amounts held under the Trust, which shall be a grantor trust, shall be subject to the terms and conditions thereof. Benefits not paid by the Trust shall be paid by the Company.

4. Vesting and Service Credit :

(a) Vesting . Any Participant, whose employment terminates for any reason, other than due to death or Total Disability, prior to the Participant’s completing three Years of Service shall automatically forfeit all benefits under the SERP.

(b) Service Credit . An employee’s credit for periods of service under the SERP shall be co-extensive with his credit for periods of service under the Pension Plan and any Affiliated Plan unless the Chief Executive Officer has determined that additional credit for periods of service with a prior employer should be granted under the SERP.

5. SERP Benefits :

(a) Normal Retirement Date SERP Benefit . The monthly normal retirement benefit calculated under the SERP shall be equal to the excess, if any, of (i) over (ii) where:

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(i) is the amount that would have been paid, as of the Participant’s attainment of age 65, under the Pension Plan, if the amount of the monthly benefit under the Pension Plan as in effect when the Participant terminates employment, assuming payment in the form of a single life annuity in accordance with the provisions of the Pension Plan, was calculated without taking the Code Limits into account and with all amounts that would otherwise be included as Earnings (as defined under the Pension Plan), but for the fact that the Participant elected to defer receipt of such amounts under the Deferred Compensation Plan II or the Campbell Soup Company Deferred Compensation Plan, as amended from time to time; and

(ii) is the amount that would be payable, as of the Participant’s attainment of age 65, under the Pension Plan, any other defined benefit pension plan qualified under section 401(a) of the Code and maintained by the Company or any other employer treated with the Company as a single employer under sections 414(b) or 414(c) of the Code (an “Affiliated Plan”), or any other plan qualified under section 401(a) of the Code maintained by any prior employer if credit is given under both the SERP and the plan of the prior employer for the same period of service.

In calculating the amount set forth in Section 5(a)(ii), the Code Limits shall be applied, and both in applying such Code Limits and in otherwise calculating the offsets, it shall be assumed that all benefits under the Pension Plan or any other relevant plan will be determined in the form of a single life annuity in accordance with the provisions of the Pension Plan.

(b) Early Retirement SERP Benefit . A Participant may elect early retirement after attaining age 55, and before attaining age 65. The early retirement benefit under the SERP shall be calculated in the same manner as the normal retirement benefit under Section 5(a) above, taking into account only service and compensation to the employee’s early retirement date, and the benefit formula in effect on such date. Any benefit determined upon retirement prior to attaining age 65 shall be reduced in accordance with the table of early retirement factors and/or actuarial equivalence factors applicable to such Participant and contained in the Pension Plan as in effect at the time of the Participant’s retirement.

(c) Late Retirement SERP Benefit . The SERP Benefit determined upon a Participant’s retirement after age 65 shall be calculated in the same manner as the normal retirement benefit under Section 5(a) above, taking into account service and compensation to the Participant’s late retirement date, and the benefit formula in effect under the Pension Plan on such date.

(d) Vested-Terminated SERP Benefit . The SERP Benefit determined for a Participant who is vested in his Accrued Benefit under the Pension Plan and who terminates employment with the Company and its Subsidiaries other than for early, normal or late retirement or Total Disability (a “Vested-Terminated Participant”) shall be calculated in the same manner as the normal retirement benefit under Section 5(a), taking into account service and compensation to the date of the Participant’s termination of employment, and the benefit formula in effect on

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such date. Any benefit determined for a Vested-Terminated Participant prior to the Participant’s attainment of age 65 shall be reduced in accordance with the applicable table of early retirement factors and/or actuarial equivalence factors applicable to such Participant and contained in the Pension Plan.

(e) Disability Benefit . The SERP Benefit determined for a Participant who becomes Totally Disabled prior to termination of employment or death shall be calculated in the same manner as the normal retirement benefit under Section 5(a), taking into account additional service and compensation for up to one year in accordance with the applicable provisions in the Pension Plan.

(f). Pre-Retirement Death Benefit . The SERP Benefit determined for a Participant who dies prior to termination of employment shall be determined as of the Participant’s date of death and equal to the excess, if any, of (i) the death benefit that would be payable under the Pension Plan and any Affiliated Plan if such plans were not subject to the Code Limits, over (ii) the death benefit that would actually be payable under the Pension Plan and any Affiliated Plan as of such date. No other death benefits shall be payable under the SERP following the death of a Participant before benefits under the SERP have been credited to the Deferred Compensation Plan II.

6. Time and Form of Payment of SERP Benefit :

The Present Value of the SERP Benefit shall be calculated in a lump sum as of the first day of the month following the earliest to occur of: (a) the date of a Participant’s termination of employment, (b) the date of a Participant’s death, or (c) in the event a Participant becomes Totally Disabled, the date up to one year following the date the Participant became Totally Disabled. The SERP Benefit amount shall be credited to the Deferred Compensation Plan II as soon as practicable following such date. The time and form of payment of the SERP Benefit shall be determined in accordance with the applicable provisions of the Deferred Compensation Plan II.

7. General Administration :

(a) Administrative Authority . The Committee shall be responsible for the operation and administration of the SERP and for carrying out the provisions hereof. The Committee shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the SERP and decide or resolve any and all questions, including interpretations of the SERP, as may arise in connection with the SERP. Any such action taken by the Committee shall be final and conclusive on any party. To the extent the Committee has been granted discretionary authority under the SERP, the Committee’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Company with respect to the Plan. The Committee

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may, from time to time, employ agents and delegate to such agents, including employees of the Company, such administrative or other duties as it sees fit.

(b) Claims for Benefits . Any claims for benefits under the SERP must be submitted to the Committee as specified in the Deferred Compensation Plan II.

8. Amendment and Termination :

(a) Amendment or Termination . The Company reserves the right to terminate, suspend, revoke, amend, modify or change the SERP at any time by action of its President or any member of the Administrative Committee of the Pension Plan, including the right to freeze or reduce the benefits accrued under the SERP by any Participant on and after the date of such amendment.

(b) Effect of Amendment or Termination . Upon termination of the SERP, the distribution of the SERP Benefit shall be made to Participants and beneficiaries at the time and in the form set forth in the applicable provisions of the Deferred Compensation Plan II, unless the Company determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A. Upon termination of the SERP, no further benefit accruals shall occur.

9. Miscellaneous :

(a) No Guarantee of Benefits . Nothing contained in the SERP shall constitute a guarantee by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefits hereunder.

(b) No Enlargement of Rights . No Participant or beneficiary shall have any right to receive a distribution under the SERP except in accordance with the terms of the SERP and the Deferred Compensation Plan II. Establishment of the SERP shall not be construed to give any Participant the right to continue to be employed by or provide services to the Company.

(c) Spendthrift Provision . No interest of any person in, or right to receive a distribution under, the SERP shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person.

(d) Applicable Law . To the extent not preempted by federal law, the SERP shall be governed by the laws of the State of New Jersey.

(e) Taxes . The Company or other payor may withhold from the SERP Benefit credited to the Deferred Compensation Plan II or a Participant’s wages in order to meet any federal, state, or local tax withholding obligations with respect to the SERP Benefit. The Company may also accelerate and pay a portion of a Participant’s benefits in a lump sum equal to

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the Federal Insurance Contributions Act (“FICA”) tax imposed and the income tax withholding related to such FICA amounts. The Company or other payor shall report SERP Benefit credits and other plan-related information to the appropriate governmental agencies as required under applicable laws.

(f) Corporate Successors . The SERP and the obligations of the Company under the SERP shall become the responsibility of any successor to the Company by reason of a transfer or sale of substantially all of the assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity.

(g) Severability . In the event any provision of the SERP shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the SERP, but the SERP shall be construed and enforced as if the illegal or invalid provision had never been inserted.

(h) Words and Headings . Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

(i) Forfeiture upon Mid-Career Plan Participation . In the event that a Participant in this Plan becomes eligible to participate in the Campbell Soup Company Mid-Career Hire Pension Plan, as amended from time to time (the “Mid-Career Plan”), the Participant shall no longer be eligible to participate in this Plan or to receive a SERP Benefit hereunder, even for periods prior to becoming eligible to participate in the Mid-Career Plan. Notwithstanding anything in the Mid-Career Plan or this Plan to the contrary, the distribution of any accrued benefits under the Mid-Career Plan shall be made at the time and in the form designated under Section 6 above such that any payment of benefits under the Mid-Career Plan shall not result in an impermissible acceleration or further deferral of the SERP Benefit in violation of Code section 409A.

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IN WITNESS WHEREOF, this instrument has been executed on December 18, 2008.


			Campbell Soup Company
			By:	/s/ Nancy A. Reardon
				Nancy A. Reardon
				Senior Vice President — Chief Human Resources and Communications Officer


ATTEST:
By:	/s/ John J. Furey
	Corporate Secretary

Exhibit 10 (d)

CAMPBELL SOUP COMPANY
SEVERANCE PAY PLAN FOR SALARIED EMPLOYEES
(as amended and restated effective January 1, 2009)

Campbell Soup Company (the “Company”) established the Campbell Soup Company Severance Pay Plan for Salaried Employees (the “Plan”) primarily to assist former U.S. Salaried Employees while seeking other employment. In 1995, the Company also established the Campbell Soup Company Supplemental Severance Pay Plan for Exempt Salaried Employees (the “Supplemental Severance Plan”) to assist former U.S. exempt Salaried Employees at salary level 42 and above for the same purpose. Effective January 1, 2006, both the Plan and the Supplemental Severance Plan were restated in response to legislative changes.

This amendment and restatement combines the Plan and the Supplemental Severance Plan into one plan. The merged plan shall continue to be called the Campbell Soup Company Severance Pay Plan for Salaried Employees. The Plan is intended to and will be administered as an employee welfare benefit plan as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended. The amended and restated Plan shall be effective January 1, 2009.

PURPOSE

	1.1		The purpose of the Campbell Soup Company Severance Pay Plan for Salaried Employees (the “Plan”) is to set forth the terms and circumstances under which U.S. Salaried Employees of the Company whose employment is terminated may be eligible for severance benefits.

			This Plan supersedes and replaces all prior policies or plans for Salaried Employees regarding severance benefits, except for severance policies, plans or agreements that are effective in the event of a change in control of the Company.

II.

DEFINITIONS

	2.1		“Code” means Internal Revenue Code of 1986, as amended from time to time.

	2.2		“Company” means Campbell Soup Company and all wholly-owned U.S. subsidiaries and affiliates, unless the Chief Executive Officer of Campbell Soup Company has excluded such subsidiary or affiliate from participating in the Plan.

	2.3		“Compensation Limit” means the indexed compensation limit set forth in section 401(a)(17) of the Internal Revenue Code, which for calendar year

2009 is $245,000.

	2.4		“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

	2.5		“Plan” means the Campbell Soup Company Severance Pay Plan for Salaried Employees, as amended and restated, effective January 1, 2009.

	2.6		“Plan Administrator” means the chief Human Resources executive of Campbell Soup Company.

	2.7		“Salaried Employee” means an individual (a) who is employed by the Company, (b) in a regular salaried full-time or part-time position regularly scheduled to work 20 hours or more per week, and (c) who receives a regular and stated compensation other than a pension, retainer or fees for consulting services rendered. Where the terms exempt Salaried Employee or non-exempt Salaried Employee are used, “exempt” and “non-exempt” shall have the same meaning as defined under the Fair Labor Standards Act of 1938, as amended.

			Salaried Employee shall not include an employee who is classified as a temporary employee, or who is paid on an hourly basis, or who is a member of a bargaining unit, or whose employment by the Company is covered by a written employment contract. In addition, Salaried Employee shall not include individuals who are contract employees or who are retained as independent contractors, or persons who the Company does not consider to be employees or other similarly situated individuals regardless of whether the individual is a common law employee of the Company. Notwithstanding anything herein to the contrary, the term “Salaried Employee” shall not include any person who is not so recorded on the payroll records of the Company, including any such person who is subsequently reclassified by a court of law or a regulatory body as a common law employee of such Company.

	2.8		“Termination Date” means the last day of active employment, which is the date normally at the end of the notice period, if any.

	2.9		“Weekly Salary Rate” means the Salaried Employee’s annual base salary at the time of termination, excluding overtime pay, bonus or incentive payments, or other allowances, divided by 52 weeks.

	2.10		“Years of Service” means the total number of years of continuous employment rendered as a regular employee of the Company and all its wholly-owned subsidiaries and affiliates since the employee’s most recent date of hire. Years of Service shall be full years; in the final year of

employment, service of six full months or more will be counted as one year.

In addition to service with the Company, continuous years of employment with an enterprise, the assets or stock of which is acquired by the Company, shall be counted as years of service with the Company, unless Campbell Soup Company excludes such prior service with the acquired enterprise.

III.

ELIGIBILITY FOR SEVERANCE PAY

3.1

Eligible Terminations .

	(a)		General . A Salaried Employee whose separation from employment by the Company due to one of the following events shall be eligible for severance pay: (1) economic or organizational changes resulting in job elimination or consolidation or (2) reduction in work force; provided in all instances such Salaried Employee executes a release of claims as set forth in Article VI herein.

	(b)		Specific Events . If any part, unit or function of the Company is divested, outsourced, closed, or relocated to a different geographical area, the determination of which shall be within the Company’s sole discretion, Salaried Employees working in such part, unit or function of the Company who are terminated by the Company as a direct result of the divestiture, outsourcing, closing or relocation shall be eligible for severance pay; provided such Salaried Employee executes a release of claims as set forth in Article VI herein. Eligibility for severance pay will be forfeited if a Salaried Employee resigns voluntarily prior to the termination date selected by the Company.

	(c)		Exceptions . Notwithstanding anything in the Plan to the contrary, a Salaried Employee who experiences an otherwise eligible termination will not be provided with severance pay if such Salaried Employee: (1) continues employment with or is hired by the buyer, the Company or the third party outsourcing firm in accordance with the terms of the applicable purchase and sales agreement, in the case of a buyer, or the terms of the applicable outsourcing contract, in the case of a third party outsourcing firm; or (2) is offered, but elects not to accept, a position of employment with the buyer, the Company or the third party outsourcing firm, in the same geographical area at the same or substantially equivalent salary level (the determination of which shall be in the Company’s sole discretion), except as the Company

may determine otherwise.

			In addition, a Salaried Employee whose resignation is requested, or who is terminated by the Company for unsatisfactory job performance or other reasons as determined by the Company, shall not be eligible for severance pay under the Plan, except as the Company in its sole discretion may determine otherwise.

			Notwithstanding anything herein to the contrary, a Salaried Employee who is terminated from his/her position through Company-initiated action shall not be eligible to receive severance pay under the Plan if the Salaried Employee refuses to accept another position of employment with the Company in the same geographical area at or above such Salaried Employee’s current salary, except as the Company may determine otherwise.

3.2

Ineligible Terminations . In addition to the foregoing, Salaried Employees whose separation from employment is due to one of the following events shall not be eligible for severance pay under the Plan: (a) resignation; (b) retirement; (c) termination for cause, as determined by the Company in its sole discretion; (d) violation of a Company policy which provides that violation may result in disciplinary action including termination; (e) death; (f) disability; (g) failure to return at the end of an approved leave of absence (including medical leave of absence); (h) job abandonment; (i) termination as a result of causes beyond the control of the Company; or (j) a change in ownership of an entity, facility, or business unit of the Company or a change in control of the Company.

IV.

NOTICE OF TERMINATION/NOTICE PAY

4.1

Eligible non-exempt Salaried Employees shall receive two weeks’ notice prior to termination. Eligible exempt Salaried Employees basis shall receive four weeks’ notice prior to termination. In either case, eligible Salaried Employees may, at the Company’s option, receive payment in lieu of notice. Severance payments shall be in addition to such notice or payments made in lieu of notice.

SEVERANCE FORMULA

5.1

Calculation of Payments . All severance payments shall be calculated based upon the Salaried Employee’s Weekly Salary Rate.

(a)

Non-Exempt Salaried Employee . Severance payments for an eligible non-exempt Salaried Employee shall be calculated as follows: severance pay of two weeks’ pay, plus one week of pay for each Year of Service through fifteen Years of Service, and

			two weeks of pay for each Year of Service in excess of fifteen Years of Service; provided, however, that no non-exempt Salaried Employee shall receive more than 52 weeks of severance pay regardless of the number of his or her Years of Service.

	(b)		Exempt Salaried Employee . Severance payments for an eligible exempt Salaried Employee shall be determined on the basis of the Salaried Employee’s grade level on the date of employment termination as set forth below; provided, however, that no exempt Salaried Employee shall receive more than the maximum total amount of severance pay applicable to his or her grade level regardless of the number of his or her Years of Service.


Grade Level	Severance Formula	Maximum Total
10-28	4 weeks of pay, plus one week for each Year of Service through 15 Years of Service and two weeks for each Year of Service in excess of 15 Years of Service	52 weeks

30-34	8 weeks of pay, plus one week for each Year of Service through 15 Years of Service and two weeks for each Year of Service in excess of 15 Years of Service	52 weeks

36-40	16 weeks of pay, plus one week for each Year of Service through 15 Years of Service and two weeks for each Year of Service in excess of 15 Years of Service	52 weeks

42-48	52 weeks of pay, plus one week for each Year of Service through 15 Years of Service and two weeks for each Year of Service in excess of 15 Years of Service	18 months

50 and above	24 months	24 months

VI.

RELEASE OF CLAIMS

6.1

In order to receive severance pay or other benefits under the Plan, Salaried Employees who experience an eligible termination and become eligible for severance pay must execute a Severance Agreement and General Release satisfactory to the Company.

VII.

TIMING OF SEVERANCE PAY AND OTHER BENEFITS

7.1

Timing and Form of Payments .

(a) Severance . Severance payments shall begin only after a Salaried Employee’s eligible termination and timely execution of a Severance Agreement and General Release and after payment of accrued vacation pay as described in Section 7.2(b) below. Severance pay (plus any accrued vacation payments described in Section 7.2(b)) shall be paid in installments on regular payroll dates except that the amount of these installments shall not exceed an amount equal to twice the Compensation Limit within the first six months of the severance pay period. In the event that the severance pay plus any accrued vacation payments equal twice the Compensation Limit in the first six months of payments after the Termination Date, severance payments shall cease. It is intended that these payments will be considered separation pay exempt from Code section 409A as described in Treas. Reg. §1.409A-1(b)(9)(iii).

(b) Covered Severance . Covered severance shall be paid in installments equal to the Weekly Salary Rate on the Salaried Employee’s regular payroll dates commencing at the end of eight (8) months following his or her Termination Date. Any difference between the severance amount due under the formula in Section 5.1(b) and the actual severance payments made above under Section 7.1(a) during the six-month period after the Termination Date, due to the imposition of the payment limit, shall be paid in a lump sum at the end of the eighth month minus any missed contributions for benefit coverages. These covered severance payments shall be treated as installment payments for purposes of Code section 409A.

7.2

Other Benefits .

(a)

Ongoing Benefits .

	(1)		Pension Plan . Eligibility for pension benefits when a Salaried Employee begins to receive severance payments shall not preclude eligibility for severance payments nor may one be offset against the other.

	(2)		Savings and Thrift Plans . Former Salaried Employees shall not be able to make contributions to the Savings Plan or any similar Company-sponsored qualified savings plan nor be eligible for matching contributions after their Termination Date.

(3)

Medical and Life Insurance . Participation in the Campbell Soup Company group life insurance and medical plans will continue until the end of the severance payment period or until the recipient is eligible for benefit coverage from another employer, whichever occurs first. Deductions for continuing Company benefits will be made from the severance payments. The recipient shall be deemed to be an employee solely for the limited purpose of participation in the above-named benefit plans.

	(b)		Terminated Benefits . A Salaried Employee’s eligibility for and participation in Campbell Soup Company’s short-term and long-term disability plans, dental benefits, salary continuation plan, business travel and accident insurance, supplemental accident insurance, and all other benefit programs cease according to the terms of the respective plans. The coordination of severance payments with benefits provided by an applicable short-term or long-term disability plan will be in accordance with the terms of such plans. Participation in future Campbell Soup Company stock option awards, restricted stock grants and any other Campbell Soup Company-sponsored long-term incentive programs shall cease upon termination of employment. The vesting of any awards granted prior to a Salaried Employee’s termination shall be subject to the terms and conditions of the applicable the long-term incentive program under which such award was issued.

			Subject to applicable state wage laws, vacation pay due at the time of termination shall be paid in installment payments on regular payroll dates, which shall be paid prior to severance payments.

VIII.

REHIRING

	8.1		Rehire During Severance Pay Period . If a terminated Salaried Employee is rehired by the Company during the period in which severance payments are being made, severance payments shall cease.

	8.2		Rehire After Severance Pay Period . If a terminated Salaried Employee is rehired by the Company after the receipt of all severance payments due under the Plan, no repayment of previously paid severance shall be required.

	8.3		Effect of Rehire Upon Future Severance Payments . Years of Service shall not be counted twice in the career of any Salaried Employee for Plan purposes if a terminated Salaried Employee is rehired by the Company after the receipt of all severance payments due under the Plan. Thus, if a

Salaried Employee is rehired after receiving all severance payments due under the Plan or a predecessor plan or policy, Years of Service shall be counted from such Salaried Employee’s most recent date of rehire for the purposes of calculating severance pay in the event of a subsequent eligible termination of such Salaried Employee. If, however, a Salaried Employee is rehired during his or her severance pay period prior to the payment of all severance payments due under the Plan, all of his or her Years of Service shall be restored to such rehired Salaried Employee for the purposes of calculating future severance pay, if otherwise eligible under the terms of the Plan.

IX.

ADMINISTRATION

	9.1		Plan Administrator . The Plan Administrator has full and exclusive authority to construe, interpret, and administer, in his or her sole discretion, any and all provisions of the Plan. The Plan Administrator has full and exclusive authority to consider and decide, in his or her sole discretion, all questions (of fact or otherwise) in connection with the administration of the Plan and any claim arising under the Plan. Decisions or actions of the Plan Administrator with regard to the Plan are conclusive and binding. The Plan Administrator may maintain such procedures and records as he or she deems necessary or appropriate. The Plan Administrator may delegate his or her powers.

	9.2		Claims Procedure . Generally, Salaried Employees need not file a claim to receive benefits under the Plan.

	(a)		Denial of Claim . If, however, severance benefits are denied, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Plan Administrator or his or her delegate, to the extent review authority has been delegated. If special circumstances require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.

	(b)		Reasons for the Denial . A denial or partial denial of a claim will be dated and will clearly set forth:

	(1)		the specific reason or reasons for the denial;

	(2)		specific reference to pertinent Plan provisions on which the denial is based;

	(3)		a description of any additional material or information necessary for the claimant to perfect the claim and an explanation

			of why such material or information is necessary; and

	(4)		an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.

	(c)		Review of Denial . Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Plan Administrator for a full and fair review of the denied claim by filing a written notice of appeal with the Plan Administrator within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

			If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.

(d)

Decision Upon Review . The Plan Administrator will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:

	(1)		the specific reason or reasons for the adverse determination;

	(2)		specific reference to pertinent Plan provisions on which the adverse determination is based;

	(3)		a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and

(4)

a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).

A decision will be rendered no more than 60 days after the Plan Administrator’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Plan Administrator determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.

	9.3		Finality of Determinations; Exhaustion of Remedies . To the extent permitted by law, decisions reached under the claims procedures set forth in this Section 9.3 shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section 9.3. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure.

	9.4		Limitations Period . Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than one year following a final decision on the claim for benefits by the Plan Administrator. The one-year limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.

AMENDMENT AND TERMINATION

10.1

The Chief Executive Officer of Campbell Soup Company reserves the right to amend, modify, suspend, or terminate the Plan in any respect, at any time, and without notice. Such amendment may include, without limitation, discontinuing payments to Salaried Employees. The Chief Executive Officer of Campbell Soup Company may delegate his or her authority to make certain amendments to the Plan to the chief Human Resources executive of Campbell Soup Company; however, such amendment authority shall be limited to amendments that do not increase the benefits available under the Plan, unless otherwise required by law, or substantially change the form of benefits provided under the Plan.

Notwithstanding the foregoing, no amendment shall have the effect of modifying or reducing severance payments that have commenced to former Salaried Employees who have been terminated before the adoption of such amendment.

XI.

GENERAL PROVISIONS

	11.1		Participant’s Rights Unsecured and Unfunded . The Plan at all times will be entirely unfunded. No assets of the Company will be segregated or earmarked to represent the liability for benefits under the Plan. The right of a Salaried Employee to receive a payment under the Plan will be an unsecured claim against the general assets of the Company. All payments under the Plan will be made from the general assets of the Company. Notwithstanding anything in this Plan, no Salaried Employee, or any other person, may acquire by reason of the Plan any right in or title to any assets, funds, or property of the Company.

	11.2		No Enlargement of Employee Rights . Neither the establishment of the Plan nor any action of the Company or any other person or entity may be held or construed to confer upon any person any legal right to continue employment with the Company. In this regard, the Company expressly reserves the right to discharge any Salaried Employee, at any time, for any reason, in its sole discretion and judgment.

	11.3		Non-Alienation . Except as set forth in Section 7.2(a)(3) of the Plan, no interest of any person or entity in, or right to receive a benefit or distribution under, the Plan may be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind. Nor may such interest to receive a distribution be taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations or claims against such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings.

			Notwithstanding the foregoing, the Company shall have the unrestricted right and power to set off against, or recover out of any severance payments, any amounts owed or which become owed, to the Company by the Salaried Employee to the extent permitted by law.

	11.4		Applicable Law . The Plan will be construed and administered in accordance with the provisions of ERISA. To the extent ERISA does not apply, the Plan will be construed and administered in accordance with New Jersey law without regard to conflict of laws.

	11.5		Taxes . The Company will withhold from any payments made pursuant to

the Plan such amounts as may be required by federal, state, or local law, as applicable.

	11.6		Drafting Errors . If, due to errors in drafting, any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent, or as determined solely by Campbell Soup Company, the provision will be considered ambiguous and will be interpreted by Campbell Soup Company in a fashion consistent with its intent, as determined solely by Campbell Soup Company. The Chief Executive Officer of Campbell Soup Company or his or her delegate may amend the Plan retroactively to cure any such ambiguity.

	11.7		Excess Payments . If the Weekly Salary Rate, Years of Service, or any other relevant fact relating to the determination of the Plan benefit is found to have been misstated or mistaken for any reason (fact or law), the Plan benefit payable will be the Plan benefit that would have been provided on the basis of the correct information. Any excess payments due to such misstatement or mistake will be refunded to the Company or withheld by the Company from any further amounts otherwise payable under the Plan.

	11.8		Impact on Other Benefits . Amounts paid under the Plan will not be included in a Salaried Employee’s compensation for purposes of calculating benefits under any other plan, program, or arrangement sponsored by the Company, unless such plan, program, or arrangement expressly provides that amounts paid under the Plan will be included.

	11.9		Usage of Terms and Headings . Words in the masculine gender include the feminine, and vice versa, unless qualified by the context. Words used in the singular include the plural, and vice versa, unless qualified by the context. Any headings are included for ease of reference only, and are not to be construed to alter the terms of the Plan.

11.10

Effective Date . The Plan is effective on January 1, 2009.

IN WITNESS WHEREOF , this instrument has been executed on December 18, 2008.


	Campbell Soup Company
	By:	/s/ Nancy A. Reardon
		Nancy A. Reardon
		Senior Vice President -- Chief Human Resources and Communications Officer

ATTEST:


By:	/s/ John J. Furey
	Corporate Secretary

EXHIBIT 31(a)

CERTIFICATION PURSUANT
TO RULE 13a-14(a)

I, Douglas R. Conant, certify that:

1.		I have reviewed this Quarterly Report on Form 10-Q of Campbell Soup Company;

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)		all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 11, 2009


By:	/s/ Douglas R. Conant
	Name:	Douglas R. Conant
	Title:	President and Chief Executive Officer

EXHIBIT 31(b)

CERTIFICATION PURSUANT
TO RULE 13a-14(a)

I, B. Craig Owens, certify that:

1.		I have reviewed this Quarterly Report on Form 10-Q of Campbell Soup Company;

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	a)		all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 11, 2009



By:	/s/ B. Craig Owens
	Name:	B. Craig Owens
	Title:	Senior Vice President — Chief Financial Officer and Chief Administrative Officer

Exhibit 32(a)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Campbell Soup Company (the “Company”) on Form 10-Q for the fiscal quarter ended February 1, 2009 (the “Report”), I, Douglas R. Conant, President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

	(1)		The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 11, 2009


By:	/s/ Douglas R. Conant
	Name:	Douglas R. Conant
	Title:	President and Chief Executive Officer

EXHIBIT 32(b)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Campbell Soup Company (the “Company”) on Form 10-Q for the fiscal quarter ended February 1, 2009 (the “Report”), I, B. Craig Owens, Senior Vice President - Chief Financial Officer and Chief Administrative Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

	(1)		The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 11, 2009


By:	/s/ B. Craig Owens
	Name:	B. Craig Owens
	Title:	Senior Vice President — Chief Financial Officer and Chief Administrative Officer