Exhibit
4.1

       

      THIS
SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO
A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY
OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CAMPBELL
SOUP COMPANY


       

      4.500%
NOTES due 2019

       

      
        	
                No.
      R-1

              	
                $300,000,000
      

                CUSIP
      No. 134429AT6

              


      

      


       

      CAMPBELL
SOUP COMPANY, a corporation duly organized and existing under the laws of New
Jersey (herein called the “Company”, which term includes
any successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of THREE HUNDRED MILLION
DOLLARS ($300,000,000) on February 15, 2019 and to pay interest
thereon from January 20, 2009, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually in arrears on
February 15 and August 15 in each year, commencing August 15, 2009 at the rate
of 4.500% per annum, until the principal hereof is paid or made available for
payment.  The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the February 1 or August 1 (whether or not a
Business Day) next preceding such Interest Payment Date. Except as otherwise
provided in the Indenture, any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.

       

      Payment of
principal of (and premium, if any) and interest on this Security may be made at
the office or agency of the Company maintained for that purpose in New York, New
York.

       

      Reference
is hereby made to the further provisions of this Security set forth on the
reverse side hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

       

      Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof, directly or through an Authenticating Agent, by manual
signature of an authorized signatory, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.

       

      


      


       

      Dated:
January   , 2009

       

      
        	
                CAMPBELL
      SOUP COMPANY

              
	 
	 
	
                By:

              	 
      
	 	
                Name:

              	
                B.
      Craig Owens

              
	 	
                Title:

              	
                Senior
      Vice President – 

                Chief
      Financial Officer and 

                Chief
      Administrative Officer

              


      

      [seal]

      


      
        	
                By:

              	 
      
	 	
                Name:

              	
                William
      J. O’Shea

              
	 	
                Title:

              	
                Vice
      President – Treasurer

              


      

      


      


      


      


      
        	
                Attest:

                 

              
	 
      


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

       

      This is
one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.

       

      Dated:
January     , 2009

       

      
        	
                The
      Bank of New York Mellon, as Trustee

              
	 
	 
	
                By:

              	 
      
	
                  Authorized
      Signatory

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      REVERSE OF
SECURITY

       

      This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be
issued in one or more series under an Indenture, dated as of November 24, 2008
(herein called the “Indenture”), between the
Company and The Bank of New York Mellon, as Trustee (herein called the “Trustee”, which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof.

       

      The
Securities of this series are subject to redemption, as a whole or in part, at
the election of the Company, at any time at a Redemption Price equal to the
greater of (1) 100% of the principal amount of such Securities or (2) as
determined by a Quotation Agent, the sum of the present values of the remaining
scheduled payments of principal and interest thereon (not including any portion
of such payments of interest accrued as of the Redemption Date) discounted to
the Redemption Date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Adjusted Treasury Rate, plus 35 basis points;
plus, in each case (1) and (2), accrued interest on such
Securities to, but excluding, the Redemption Date.

       

      “Adjusted Treasury Rate” means,
with respect to any Redemption Date, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption
Date.

       

      “Comparable Treasury Issue”
means the United States Treasury security selected by a Quotation Agent as
having a maturity comparable to the remaining term of the Securities to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such Securities.

       

      “Comparable Treasury Price”
means, with respect to any Redemption Date, (1) the average of the Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest such Reference Treasury Dealer Quotations, or (2) if the Trustee
obtains fewer than three such Reference Treasury Dealer Quotations, the average
of all such Quotations.

       

      
        
          
            
            

          

          
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      “Quotation Agent” means the
Reference Treasury Dealer appointed by the Trustee after consultation with the
Company.

       

      “Reference Treasury Dealer”
means (1) Barclays Capital Inc., J.P. Morgan Securities Inc. and UBS Securities
LLC and their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in the
State of New York or the State of Connecticut (a “Primary Treasury Dealer”), the
Company shall substitute therefor another Primary Treasury Dealer; and (2) any
other Primary Treasury Dealer selected by the Trustee after consultation with
the Company.

       

      “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption
Date.

       

      Notice of
redemption will be given by mail to Holders of Securities, not less than 30 nor
more than 60 days prior to the Redemption Date, all as provided in the
Indenture.

       

      
        
          Unless the Company defaults in payment
of the Redemption Price, on and after the Redemption Date, interest will cease
to accrue on the Securities or portions of the Securities called for
redemption.

        

      

       

      In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation
hereof.

       

      If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture. Upon
payment (i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal and overdue interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of
the Company’s obligations in respect of the payment of the principal of and
interest, if any, on the Securities of this series shall terminate.

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding (with each series
voting as a separate class in certain cases specified in the Indenture, or with
all series voting as one class, in certain other cases specified in the
Indenture), on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Indenture
and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notification of such consent or waiver is made upon this Security.

       

      As set
forth in, and subject to, the provisions of the Indenture, no Holder of any
Security of this series will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default with respect to this series, the Holders of not less than 25% in
principal amount of the Outstanding Securities of this series shall have made
written request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in principal amount of the Outstanding Securities of this
series a direction inconsistent with such request and shall have failed to
institute such proceedings within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of (and premium, if any) or interest on
this Security on or after the respective due dates expressed
herein.

       

      No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any)
and interest on this Security at the times, places and rate, and in the
coin or currency, herein prescribed.

       

      As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of (and premium, if any) and
interest on such Security are payable), duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or
transferees.

       

      The
Securities of this series are issuable only in registered form, without coupons,
in denominations of $2,000 and any integral multiple of $1,000 in excess of
$2,000. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the
same.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

      

       

      Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

       

      The
Indenture, and the Securities shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to the conflicts
of laws provisions thereof.

       

      All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

       

       

       


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