<PAGE>   1
                                 EXHIBIT 10(d)


                              CAMPBELL SOUP COMPANY

                          MID-CAREER HIRE PENSION PLAN

                  (AS AMENDED EFFECTIVE AS OF JANUARY 25, 2001)
<PAGE>   2
                              CAMPBELL SOUP COMPANY

                          MID-CAREER HIRE PENSION PLAN

                                TABLE OF CONTENTS

<TABLE>
<S>                  <C>                                                                           <C>
ARTICLE I            DEFINITIONS...................................................................1

ARTICLE II           ELIGIBILITY AND PARTICIPATION.................................................3

ARTICLE III          VESTING AND BENEFITS..........................................................4

ARTICLE IV           DEATH AND DISABILITY BENEFITS.................................................4

ARTICLE V            CONDITIONS TO BENEFIT ENTITLEMENT.............................................5

ARTICLE VI           BENEFIT FORMULAS..............................................................6

ARTICLE VII          DISTRIBUTION OF BENEFITS; BENEFICIARY.........................................8

ARTICLE VIII         ADMINISTRATIVE PROCEDURES....................................................10

ARTICLE IX           CLAIMS PROCEDURE.............................................................10

ARTICLE X            AMENDMENT, SUSPENSION OR TERMINATION.........................................12

ARTICLE XI           CHANGE IN CONTROL............................................................12

ARTICLE XII          MISCELLANEOUS................................................................16

APPENDIX A           GRANDFATHERED BENEFIT FORMULAS..............................................A-1
</TABLE>

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<PAGE>   3
                              CAMPBELL SOUP COMPANY
                          MID-CAREER HIRE PENSION PLAN
                  (AS AMENDED EFFECTIVE AS OF JANUARY 25, 2001)

         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 and the Nonqualified
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. This amendment and restatement of the Plan is
generally effective as of January 25, 2001. The benefits provided under the Plan
to a Participant who terminated employment from the Campbell Group prior to
January 25, 2001, shall be determined solely in accordance with the terms of the
Plan as in effect as of the date of such termination.

                                    ARTICLE I

                                   DEFINITIONS

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

         Section 1.1 "ACTUARIAL EQUIVALENT" means a benefit of equal value
computed using an interest rate of five percent and the mortality assumptions
set forth in Appendix K of the Retirement Plan; provided, however, that for
purposes of valuing the five equal annual installment distribution option
described in Section 7.2(a), the lump sum death benefits described in Article
VII, and the lump sum benefit described in Section 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.

         Section 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
<PAGE>   4
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.

         Section 1.3 "ADMINISTRATIVE COMMITTEE" means the Administrative
Committee as that term is defined in the Retirement Plan.

         Section 1.4 "BOARD" means the Board of Directors of the Company.

         Section 1.5 "CAMPBELL GROUP" means Campbell Soup Company and all of its
Subsidiaries.

         Section 1.6 "COMPANY" means Campbell Soup Company its successors and
assigns.

         Section 1.7 "COMPENSATION COMMITTEE" means the Compensation and
Organization Committee of the Board.

         Section 1.8 "EFFECTIVE DATE" means March 27, 1986, when the Board
approved the Plan.

         Section 1.9 "EFFECTIVE RETIREMENT DATE" means the Participant's
Effective Retirement Date as that term is defined in the Retirement Plan.

         Section 1.10 "NORMAL RETIREMENT DATE" means the Participant's Normal
Retirement Date as that term is defined in the Retirement Plan.

         Section 1.11 "NONQUALIFIED PLANS" means the Company's excess benefit
pension arrangements as in effect from time to time on and after the Effective
Date, but not including this Plan or any other supplemental pension arrangement
adopted on or after the Effective Date.

         Section 1.12 "PARTICIPANT" means an employee who is eligible for the
Plan in accordance with Article II.

         Section 1.13 "PLAN" means the Company's Mid-Career Hire Pension Plan
set forth herein and as amended from time to time.

         Section 1.14 "QUALIFIED PLANS" means the Retirement Plan and any plan
maintained outside of the United States that provides life-time retirement
benefits and is funded by the Company or a Subsidiary.


                                       2
<PAGE>   5
         Section 1.15 "RETIREMENT PLAN" means the Campbell Soup Company
Retirement and Pension Plan for Salaried Employees as in effect from time to
time on and after the Effective Date.

         Section 1.16 "SOCIAL SECURITY COVERED COMPENSATION" means the
Participant's Social Security Covered Compensation as that term is defined in
the Retirement Plan.

         Section 1.17 "SPOUSE" means the Participant's Spouse as that term is
defined in the Retirement Plan.

         Section 1.18 "SUBSIDIARY" means a corporation, the majority of the
voting stock of which is owned directly or indirectly by the Company.

         Section 1.19 "TOTAL DISABILITY" means Total Disability as that term is
defined in the Retirement Plan.

         Section 1.20 "YEARS OF SERVICE" means all 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 Company and any Subsidiary.

                                   ARTICLE II

                          ELIGIBILITY AND PARTICIPATION

          Individuals who may be eligible for the Plan are executives of the
Company or a Subsidiary in key management positions who are covered by the
Retirement Plan. All such executives in salary grade level 46 or higher are
automatically eligible for and shall become Participants in this Plan. Other
executives who shall become Participants shall be selected from among those
eligible at any time and from time to time by the Compensation Committee, or by
the President of the Company, in its, or his or her, sole discretion. The
Compensation Committee may delegate its authority to select executives who are
eligible for the Plan. A Participant who 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 and Nonqualified Plans, attributable to the
post-reemployment period shall be disregarded in determining Plan benefits.


                                       3
<PAGE>   6
                                   ARTICLE III

                              VESTING AND BENEFITS

         Section 3.1 VOLUNTARY RESIGNATION BEFORE AGE 55. Any Participant who
voluntarily resigns without the consent of the President of the Company before
attaining age 55 automatically forfeits all benefits under the Plan regardless
of the Participant's number of years of employment.

         Section 3.2 TERMINATION BEFORE FIVE YEARS OF EMPLOYMENT. Any
Participant whose employment terminates for any reason, other than death or
Total Disability, prior to the Participant's completing five years of employment
with the Campbell Group shall automatically forfeit all benefits under the Plan.

         Section 3.3 TERMINATION BY THE COMPANY AFTER FIVE YEARS OF EMPLOYMENT
AND BEFORE AGE 55. Any Participant who is terminated by the Company after
completing five years of employment with the Campbell Group and prior to
attaining age 55 shall be vested in the Accelerated Benefit only. Such
Participant's Accelerated Benefit shall be determined under Section 6.1, or, as
applicable, Section 6.3.

         Section 3.4 RETIREMENT ON OR AFTER AGE 55 WITH FIVE YEARS OF
EMPLOYMENT. Any Participant who retires on or after age 55 with 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.

                                   ARTICLE IV

                          DEATH AND DISABILITY BENEFITS

         Section 4.1 If a Participant's employment terminates due to death or
Total Disability prior to either or both of the attainment of age 55 and/or 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
Accelerated 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.


                                       4
<PAGE>   7
         Section 4.2 If a Participant's employment terminates due to death or
Total Disability 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.

                                    ARTICLE V

                        CONDITIONS TO BENEFIT ENTITLEMENT

         Section 5.1 CONDITIONS. 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.

         Section 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


                                       5
<PAGE>   8
                  (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.

                                   ARTICLE VI

                                BENEFIT FORMULAS

         Section 6.1 ACCELERATED BENEFIT FORMULA. The Accelerated 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 sum of (i) plus (ii) 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 4A.07 of the Retirement Plan,
and

                           (ii) is the straight life annuity payable to the
Participant under the Nonqualified Plans commencing on his Normal Retirement
Date.

A Participant's Accelerated 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 Plan benefits are scheduled to commence.

         Section 6.2 INCOME REPLACEMENT BENEFIT FORMULA. The 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:


                                       6
<PAGE>   9
                           (i) is 37.5% of the Participant's Adjusted Final Pay,
and

                           (ii) is the sum of (A) 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 4A.07 of the
Retirement Plan, plus (B) the straight life annuity payable to the Participant
under the Nonqualified Plans commencing on his Normal Retirement Date; and

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

                           (i) is the benefit described in Section 4A.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 4A.07 of the Retirement Plan.

A Participant's 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.

         Section 6.3 GRANDFATHERED BENEFIT FORMULAS FOR PRE-JANUARY 25, 2001
PARTICIPANTS. The Accelerated 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 Accelerated 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.

         Section 6.4 TEMPORARY ADDITIONAL BENEFIT FOR CERTAIN PARTICIPANTS AND
SPOUSES ELIGIBLE FOR THE INCOME REPLACEMENT BENEFIT. If a Participant is
entitled to the Income Replacement Benefit due to his retirement or Total
Disability prior to age 65, or if a Participant's Spouse is entitled to the
Income Replacement Benefit due to the Participant's death prior to age 65, the
Participant, or, if applicable, his Spouse, shall receive a temporary monthly


                                       7
<PAGE>   10
benefit equal to the excess of (a) the benefit described in Section 4A.10(d) of
the Retirement Plan calculated as if the Participant had completed 35 Years of
Service, over (b) the actual benefit to which the Participant or, if applicable,
his Spouse, is entitled under Section 4A.10(d) of the Retirement Plan.
Notwithstanding the provisions of Article VII, such benefit shall be paid to the
Participant or, if applicable, his Spouse, for the same period as provided under
Section 4A.10(d) of the Retirement Plan; provided, however, that if the
Participant, or, if applicable, his Spouse, elects to receive the Income
Replacement Benefit in the form of five equal annual installments as permitted
under Section 7.2(a), the Actuarial Equivalent value of the temporary monthly
benefit described in this paragraph shall be payable as part of such
installments and will not be paid as a monthly benefit. Notwithstanding anything
to the contrary in this paragraph, the benefit described in this paragraph shall
not be paid to a Participant or Spouse who receives any Company paid retiree
medical coverage.

                                   ARTICLE VII

                      DISTRIBUTION OF BENEFITS; BENEFICIARY

         Section 7.1 TIMING OF DISTRIBUTION. A Participant may elect to commence
receiving the value of his Plan benefit as of the first day of any month
following the month in which he terminates employment, but no later than the
later of his Normal Retirement Date or the month following the month in which he
terminates employment. If the Participant retires or otherwise terminates
employment after becoming entitled to benefits under Article III and dies prior
to the date his Plan benefits are scheduled to commence, then the Participant's
benefit shall be paid to his beneficiary in accordance with the provisions of
Section 7.4.

         Section 7.2 FORM AND VALUATION OF DISTRIBUTION. A Participant may elect
to receive the value of his Plan benefit in any of the following forms, each of
which shall be of Actuarial Equivalent value to the Participant's benefit
determined under Article VI as of the date his benefits are scheduled to
commence: (a) five equal annual installments, (b) a single life annuity for the
Participant's life with, in the case of a Participant who was a participant in
the Retirement Plan prior to May 1, 1999, 60 monthly installments guaranteed, or
(c) a joint and survivor annuity that provides a 50%, 75% or 100% survivor
annuity to the Participant's surviving spouse following the Participant's death.

         Section 7.3 BENEFICIARY DESIGNATION. The beneficiary of the Participant
under the Retirement Plan shall automatically be deemed to be designated as


                                       8
<PAGE>   11
the recipient of the retirement benefits, if any, payable under this Plan in the
event of the Participant's death.

   Section 7.4     BENEFICIARY DISTRIBUTIONS.

                  (a) If a beneficiary becomes entitled to death benefits under
Article IV or because a terminated or retired Participant dies prior to his
scheduled date of distribution under Section 7.1, then such benefit shall be
distributed as follows:

                           (i) if the beneficiary is the surviving spouse of the
Participant, the surviving spouse will have the same distribution options that
would have been available to the Participant under Sections 7.1, 7.2(a), and
7.2(b).

                           (ii) if the beneficiary is not the Participant's
surviving spouse, the Actuarial Equivalent present value of such benefit shall
be paid to the beneficiary as soon as administratively practicable following the
Participant's death.

                  (b) If the Participant dies after payment of his Plan benefits
has commenced in accordance with Sections 7.1 and 7.2, then benefits shall be
paid to his beneficiary only as described below:

                           (i) if the Participant was receiving benefits under
the five equal annual installment method, then any remaining installments shall
be paid as originally scheduled if the Participant's beneficiary is his
surviving spouse, or, if the beneficiary is not his surviving spouse, the
Actuarial Equivalent present value of the remaining payments shall be paid to
the Participant's beneficiary as soon as administratively practicable following
the Participant's death;

                           (ii) if the Participant was receiving benefits under
the single life annuity method, no benefits shall be paid following the
Participant's death, except to the extent necessary to comply with the 60
monthly installment guarantee (if applicable); and

                           (iii) if the Participant was receiving benefits under
the joint and 50%, 75% or 100% survivor annuity method, benefits shall be paid
to the Participant's survivor annuitant (if still living) at the applicable rate
for the remainder of the survivor annuitant's life.


                                       9
<PAGE>   12
         Section 7.5 ELECTION TO RECEIVE DISTRIBUTION. A Participant, or, if
applicable, a beneficiary who is the Participant's surviving spouse, shall elect
the timing and form of distribution of his benefit in accordance with procedures
established by the Administrative Committee.

                                  ARTICLE VIII

                            ADMINISTRATIVE PROCEDURES

         Section 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.

         Section 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.

         Section 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.

                                   ARTICLE IX

                                CLAIMS PROCEDURE

         Section 9.1 DENIAL OF CLAIM FOR BENEFITS. Any denial by the
Administrative Committee of any claim for benefits under the Plan by a
Participant or beneficiary shall be stated in writing by the Administrative
Committee and delivered or mailed to the Participant or beneficiary. The
Administrative Committee shall furnish the claimant with notice of the decision
not later than 90 days after the receipt of the claim, unless special
circumstances require an extension of time for processing the claim. If such an
extension of time for processing is required, written notice of the extension
shall be furnished to the


                                       10
<PAGE>   13
claimant prior to the termination of the initial 90-day period. In no event
shall such extension exceed a period of 90 days from the end of such initial
period. The extension notice shall indicate the special circumstances requiring
an extension of time and the date by which the Administrative Committee expects
to render the final decision. The notice of the Administrative Committee
decision shall be written in a manner calculated to be understood by the
claimant and shall include (a) the specific reasons for the denial, including,
where appropriate, references to the specific Plan provisions on which the
determination was based, (b) a description of any additional information or
material necessary to perfect the claim with an explanation of why the
information or material is necessary, and (c) a description of the Plan's review
procedures and the time limits applicable to such procedures, including a
statement of the claimant's right to bring a civil action under ERISA section
502(a) following an adverse determination on review.

         Section 9.2 APPEAL OF DENIAL. The claimant shall have 60 days after
receipt of written notification of denial of his or her claim in which to file a
written appeal with the Administrative Committee. As a part of any such appeal,
the claimant may submit written comments, documents, records, and other
information relating to the claim. Upon request and free of charge, the claimant
shall be provided reasonable access to and copies of all documents, records, and
other information relevant to the claim. In reviewing the claim, the
Administrative Committee shall 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. The Administrative Committee shall notify the
claimant of its decision on the appeal not later than 60 days after the receipt
of the appeal, unless special circumstances require an extension of time for
processing the appeal. If such an extension of time for processing is required,
written notice of the extension shall be furnished to the claimant prior to the
termination of the initial 60-day period. In no event shall such extension
exceed a period of 60 days from the end of such initial period. The extension
notice shall indicate the special circumstances requiring an extension of time
and the date by which the Administrative Committee expects to render the final
decision. In the case of an adverse benefit determination, the notice shall set
forth, in a manner calculated to be understood by the claimant, (a) the specific
reasons for the denial, including, where appropriate, references to the specific
Plan provisions on which the determination was based, (b) a statement that, upon
request and free of charge, the claimant is entitled to receive reasonable
access to and copies of all documents, records, and other information relevant
to the claimant's claim for benefits, and (c) a


                                       11
<PAGE>   14
statement of the claimant's right to bring a civil action under ERISA section
502(a).

                                    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.

                                   ARTICLE XI

                                CHANGE IN CONTROL

         Section 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.

         Section 11.2 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 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 25, 1990, are members
of the Board (the "Incumbent Board"), cease for any reason to constitute at
least two-thirds of the Board; provided, however, that if the election, or
nomination for election by the Company's stockholders, of 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


                                       12
<PAGE>   15
                  (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 eighty
percent (80%) 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 eighty percent (80%) 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.

         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

                                       13
<PAGE>   16
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. "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.

         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.

Section 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


                                       14
<PAGE>   17
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.

         Section 11.4 TERMINATION OF EMPLOYMENT. If a Participant's employment
is terminated by the Company (other than for Cause) or by the Participant for
any reason within two (2) years following a Change in Control, the Company
shall, within thirty (30) days, pay to the Participant a lump sum cash payment
equal to the lump sum Actuarial Equivalent of his accrued benefit as of the date
of his termination of employment whether or not the Participant is otherwise
vested in his accrued benefit; provided, however, that for this purpose, the
term Actuarial Equivalent shall have the same meaning as such term is used in
the Retirement Plan for Salaried Employees as in effect from time to time on or
after the Effective Date.

   Section 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
or contributions provided hereunder, including, but not limited to, any change
in, or to, the eligibility requirements, benefit formulae and manner and
optional forms of payments.


                                       15
<PAGE>   18
                  (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.

                                   ARTICLE XII

                                  MISCELLANEOUS

         Section 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.

         Section 12.2 NON-ALIENATION. No amounts payable under the Plan shall be
subject in any manner to anticipation, assignment, or voluntary or involuntary
alienation.

         Section 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.

         Section 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.

         Section 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.

         Section 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



                                       16
<PAGE>   19
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.

         Section 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.

         Section 12.8 NOTICES.

                  (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 on the books of
the Company.

         Section 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 and the Nonqualified Plans.

         Section 12.10 ACCELERATION ON DEFAULT. If the Company fails to pay in a
timely manner the benefits due a Participant or his beneficiary under this Plan
and if the Company neglects to remedy such failure within thirty days after
having received written notice of it from the Participant or his beneficiary,
then the Company shall thereupon pay to the Participant or his beneficiary as
the case may be in full discharge of its obligations the lump-sum actuarial
equivalent of all benefits remaining to be paid.

         Section 12.11 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.

         Section 12.12 MISCELLANEOUS. Use of the masculine gender in the Plan
shall be deemed to include the feminine gender. Headings are given to sections
and


                                       17
<PAGE>   20
paragraphs solely as a convenience to facilitate reference; such headings shall
not affect the construction of any provision of the Plan.

         Pursuant to the authorization of the Compensation and Organization
Committee of the Board of Directors, to record the amendment and restatement of
the Plan, the Campbell Soup Company has caused its authorized officers to affix
its corporate name and seal this 6TH day of June 2001.

[CORPORATE SEAL]



Attest:   /s/ John J. Furey                  By:  /s/ Edward F. Walsh
          John J. Furey                           Edward F. Walsh
          Corporate Secretary                     Vice President-Human Resources



                                       18
<PAGE>   21
                   APPENDIX A - GRANDFATHERED BENEFIT FORMULAS

           This Appendix A contains the Grandfathered Accelerated Benefit and
Income Replacement Benefit formulas that may apply to a Participant described in
Section  6.3.

Section A-1.      GRANDFATHERED ACCELERATED BENEFIT FORMULA

           The Grandfathered Accelerated 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 4A.07 of the Retirement Plan,
and

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

                                      A-1
<PAGE>   22
                           (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) 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 Accelerated 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 Accelerated 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.

Section 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 4A.07 of the Retirement Plan,

                                      A-2
<PAGE>   23
                                    (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:

                                            (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 4A.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 4A.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