exv10wxby






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




          (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.




     § 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.




     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.



     § 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;




          (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 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




          (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



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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.




          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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          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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