exv10wxdy






Exhibit 10
(d)




CAMPBELL SOUP COMPANY

SEVERANCE PAY PLAN FOR SALARIED EMPLOYEES

(as amended and restated effective January 1, 2009)




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



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




	I.	 	PURPOSE






	 	1.1	 	The purpose of the Campbell Soup Company Severance Pay Plan for Salaried
Employees (the “Plan”) is to set forth the terms and circumstances under which U.S.
Salaried Employees of the Company whose employment is terminated may be eligible for
severance benefits.
	 
	 	 	 	This Plan supersedes and replaces all prior policies or plans for Salaried
Employees regarding severance benefits, except for severance policies, plans or
agreements that are effective in the event of a change in control of the Company.






	II.	 	DEFINITIONS






	 	2.1	 	“Code” means Internal Revenue Code of 1986, as amended from time to time.
	 
	 	2.2	 	“Company” means Campbell Soup Company and all wholly-owned U.S. subsidiaries
and affiliates, unless the Chief Executive Officer of Campbell Soup Company has
excluded such subsidiary or affiliate from participating in the Plan.
	 
	 	2.3	 	“Compensation Limit” means the indexed compensation limit set forth in
section 401(a)(17) of the Internal Revenue Code, which for calendar year




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	 	 	 	2009 is $245,000.






	 	2.4	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as
amended.
	 
	 	2.5	 	“Plan” means the Campbell Soup Company Severance Pay Plan for Salaried
Employees, as amended and restated, effective January 1, 2009.
	 
	 	2.6	 	“Plan Administrator” means the chief Human Resources executive of Campbell
Soup Company.
	 
	 	2.7	 	“Salaried Employee” means an individual (a) who is employed by the Company,
(b) in a regular salaried full-time or part-time position regularly scheduled to work
20 hours or more per week, and (c) who receives a regular and stated compensation
other than a pension, retainer or fees for consulting services rendered. Where the
terms exempt Salaried Employee or non-exempt Salaried Employee are used, “exempt” and
“non-exempt” shall have the same meaning as defined under the Fair Labor Standards
Act of 1938, as amended.
	 
	 	 	 	Salaried Employee shall not include an employee who is classified as a temporary
employee, or who is paid on an hourly basis, or who is a member of a bargaining
unit, or whose employment by the Company is covered by a written employment
contract. In addition, Salaried Employee shall not include individuals who are
contract employees or who are retained as independent contractors, or persons who
the Company does not consider to be employees or other similarly situated
individuals regardless of whether the individual is a common law employee of the
Company. Notwithstanding anything herein to the contrary, the term “Salaried
Employee” shall not include any person who is not so recorded on the payroll
records of the Company, including any such person who is subsequently reclassified
by a court of law or a regulatory body as a common law employee of such Company.
	 
	 	2.8	 	“Termination Date” means the last day of active employment, which is the
date normally at the end of the notice period, if any.
	 
	 	2.9	 	“Weekly Salary Rate” means the Salaried Employee’s annual base salary at the
time of termination, excluding overtime pay, bonus or incentive payments, or other
allowances, divided by 52 weeks.
	 
	 	2.10	 	“Years of Service” means the total number of years of continuous employment
rendered as a regular employee of the Company and all its wholly-owned subsidiaries
and affiliates since the employee’s most recent date of hire. Years of Service shall
be full years; in the final year of




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






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






	III.	 	ELIGIBILITY FOR SEVERANCE PAY






	 	3.1	 	Eligible Terminations.






	 	(a)	 	General. A Salaried Employee whose separation from
employment by the Company due to one of the following events shall be eligible
for severance pay: (1) economic or organizational changes resulting in job
elimination or consolidation or (2) reduction in work force; provided in all
instances such Salaried Employee executes a release of claims as set forth in
Article VI herein.
	 
	 	(b)	 	Specific Events. If any part, unit or function of
the Company is divested, outsourced, closed, or relocated to a different
geographical area, the determination of which shall be within the Company’s
sole discretion, Salaried Employees working in such part, unit or function of
the Company who are terminated by the Company as a direct result of the
divestiture, outsourcing, closing or relocation shall be eligible for
severance pay; provided such Salaried Employee executes a release of claims
as set forth in Article VI herein. Eligibility for severance pay will be
forfeited if a Salaried Employee resigns voluntarily prior to the termination
date selected by the Company.
	 
	 	(c)	 	Exceptions. Notwithstanding anything in the Plan to
the contrary, a Salaried Employee who experiences an otherwise eligible
termination will not be provided with severance pay if such Salaried
Employee: (1) continues employment with or is hired by the buyer, the Company
or the third party outsourcing firm in accordance with the terms of the
applicable purchase and sales agreement, in the case of a buyer, or the terms
of the applicable outsourcing contract, in the case of a third party
outsourcing firm; or (2) is offered, but elects not to accept, a position of
employment with the buyer, the Company or the third party outsourcing firm,
in the same geographical area at the same or substantially equivalent salary
level (the determination of which shall be in the Company’s sole discretion),
except as the Company




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	 	 	 	may determine otherwise.






	 	 	 	In addition, a Salaried Employee whose resignation is requested, or who
is terminated by the Company for unsatisfactory job performance or other
reasons as determined by the Company, shall not be eligible for severance
pay under the Plan, except as the Company in its sole discretion may
determine otherwise.
	 
	 	 	 	Notwithstanding anything herein to the contrary, a Salaried Employee who
is terminated from his/her position through Company-initiated action
shall not be eligible to receive severance pay under the Plan if the
Salaried Employee refuses to accept another position of employment with
the Company in the same geographical area at or above such Salaried
Employee’s current salary, except as the Company may determine otherwise.






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






	IV.	 	NOTICE OF TERMINATION/NOTICE PAY






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






	V.	 	SEVERANCE FORMULA






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






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




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	 	 	 	two weeks of pay for each Year of Service in excess of fifteen Years of
Service; provided, however, that no non-exempt Salaried Employee shall
receive more than 52 weeks of severance pay regardless of the number of
his or her Years of Service.
	 
	 	(b)	 	Exempt Salaried Employee. Severance payments for an
eligible exempt Salaried Employee shall be determined on the basis of the
Salaried Employee’s grade level on the date of employment termination as set
forth below; provided, however, that no exempt Salaried Employee shall
receive more than the maximum total amount of severance pay applicable to his
or her grade level regardless of the number of his or her Years of Service.





	 	 	 	 	 
	Grade Level	 	Severance Formula	 	Maximum Total
	10-28

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

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

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

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

	 	24 months
	 	24 months







	VI.	 	RELEASE OF CLAIMS






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




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	VII.	 	TIMING OF SEVERANCE PAY AND OTHER BENEFITS






	 	7.1	 	Timing and Form of Payments.






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




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




	 	7.2	 	Other Benefits.






	 	(a)	 	Ongoing Benefits.






	 	(1)	 	Pension Plan. Eligibility for
pension benefits when a Salaried Employee begins to receive
severance payments shall not preclude eligibility for severance
payments nor may one be offset against the other.
	 
	 	(2)	 	Savings and Thrift Plans. Former
Salaried Employees shall not be able to make contributions to the
Savings Plan or any similar Company-sponsored qualified savings plan
nor be eligible for matching contributions after their Termination
Date.




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






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






	VIII.	 	REHIRING






	 	8.1	 	Rehire During Severance Pay Period. If a terminated Salaried
Employee is rehired by the Company during the period in which severance payments are
being made, severance payments shall cease.
	 
	 	8.2	 	Rehire After Severance Pay Period. If a terminated Salaried Employee
is rehired by the Company after the receipt of all severance payments due under the
Plan, no repayment of previously paid severance shall be required.
	 
	 	8.3	 	Effect of Rehire Upon Future Severance Payments. Years of Service
shall not be counted twice in the career of any Salaried Employee for Plan purposes if
a terminated Salaried Employee is rehired by the Company after the receipt of all
severance payments due under the Plan. Thus, if a




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






	IX.	 	ADMINISTRATION






	 	9.1	 	Plan Administrator. The Plan Administrator has full and exclusive
authority to construe, interpret, and administer, in his or her sole discretion, any
and all provisions of the Plan. The Plan Administrator has full and exclusive
authority to consider and decide, in his or her sole discretion, all questions (of
fact or otherwise) in connection with the administration of the Plan and any claim
arising under the Plan. Decisions or actions of the Plan Administrator with regard to
the Plan are conclusive and binding. The Plan Administrator may maintain such
procedures and records as he or she deems necessary or appropriate. The Plan
Administrator may delegate his or her powers.
	 
	 	9.2	 	Claims Procedure. Generally, Salaried Employees need not file a
claim to receive benefits under the Plan.






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






	 	(1)	 	the specific reason or reasons for the denial;
	 
	 	(2)	 	specific reference to pertinent Plan provisions on which the denial is
based;
	 
	 	(3)	 	a description of any additional material or information necessary for
the claimant to perfect the claim and an explanation





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






	 	(c)	 	Review of Denial. Upon denial of a claim, in whole
or in part, a claimant or his duly authorized representative will have the
right to submit a written request to the Plan Administrator for a full and
fair review of the denied claim by filing a written notice of appeal with the
Plan Administrator within 60 days of the receipt by the claimant of written
notice of the denial of the claim. A claimant or the claimant’s authorized
representative will have, upon request and free of charge, reasonable access
to, and copies of, all documents, records, and other information relevant to
the claimant’s claim for benefits and may submit issues and comments in
writing. The review will take into account all comments, documents, records,
and other information submitted by the claimant relating to the claim, without
regard to whether such information was submitted or considered in the initial
benefit determination.
	 
	 	 	 	If the claimant fails to file a request for review within 60 days of the
denial notification, the claim will be deemed abandoned and the claimant
precluded from reasserting it. If the claimant does file a request for
review, his request must include a description of the issues and evidence
he deems relevant. Failure to raise issues or present evidence on review
will preclude those issues or evidence from being presented in any
subsequent proceeding or judicial review of the claim.






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






	 	(1)	 	the specific reason or reasons for the
adverse determination;
	 
	 	(2)	 	specific reference to pertinent Plan
provisions on which the adverse determination is based;
	 
	 	(3)	 	a statement that the claimant is entitled
to receive, upon request and free of charge, reasonable access to,
and copies of, all documents, records, and other information relevant
to the claimant’s claim for benefits; and




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






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






	 	9.3	 	Finality of Determinations; Exhaustion of Remedies. To the extent
permitted by law, decisions reached under the claims procedures set forth in this
Section 9.3 shall be final and binding on all parties. No legal action for benefits
under the Plan shall be brought unless and until the claimant has exhausted his
remedies under this Section 9.3. In any such legal action, the claimant may only
present evidence and theories which the claimant presented during the claims
procedure. Any claims which the claimant does not in good faith pursue through the
review stage of the procedure shall be treated as having been irrevocably waived.
Judicial review of a claimant’s denied claim shall be limited to a determination of
whether the denial was an abuse of discretion based on the evidence and theories the
claimant presented during the claims procedure.
	 
	 	9.4	 	Limitations Period. Any suit or legal action initiated by a claimant
under the Plan must be brought by the claimant no later than one year following a
final decision on the claim for benefits by the Plan Administrator. The one-year
limitation on suits for benefits will apply in any forum where a claimant initiates
such suit or legal action.






	X.	 	AMENDMENT AND TERMINATION






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





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






	XI.	 	GENERAL PROVISIONS






	 	11.1	 	Participant’s Rights Unsecured and Unfunded. The Plan at all times
will be entirely unfunded. No assets of the Company will be segregated or earmarked
to represent the liability for benefits under the Plan. The right of a Salaried
Employee to receive a payment under the Plan will be an unsecured claim against the
general assets of the Company. All payments under the Plan will be made from the
general assets of the Company. Notwithstanding anything in this Plan, no Salaried
Employee, or any other person, may acquire by reason of the Plan any right in or title
to any assets, funds, or property of the Company.
	 
	 	11.2	 	No Enlargement of Employee Rights. Neither the establishment of the
Plan nor any action of the Company or any other person or entity may be held or
construed to confer upon any person any legal right to continue employment with the
Company. In this regard, the Company expressly reserves the right to discharge any
Salaried Employee, at any time, for any reason, in its sole discretion and judgment.
	 
	 	11.3	 	Non-Alienation. Except as set forth in Section 7.2(a)(3) of the
Plan, no interest of any person or entity in, or right to receive a benefit or
distribution under, the Plan may be subject in any manner to sale, transfer,
assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any
kind. Nor may such interest to receive a distribution be taken, either voluntarily or
involuntarily, for the satisfaction of the debts of, or other obligations or claims
against such person or entity, including claims for alimony, support, separate
maintenance and claims in bankruptcy proceedings.
	 
	 	 	 	Notwithstanding the foregoing, the Company shall have the unrestricted right and
power to set off against, or recover out of any severance payments, any amounts
owed or which become owed, to the Company by the Salaried Employee to the extent
permitted by law.
	 
	 	11.4	 	Applicable Law. The Plan will be construed and administered in
accordance with the provisions of ERISA. To the extent ERISA does not apply, the Plan
will be construed and administered in accordance with New Jersey law without regard to
conflict of laws.
	 
	 	11.5	 	Taxes. The Company will withhold from any payments made pursuant to




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






	 	11.6	 	Drafting Errors. If, due to errors in drafting, any Plan provision
does not accurately reflect its intended meaning, as demonstrated by consistent
interpretations or other evidence of intent, or as determined solely by Campbell Soup
Company, the provision will be considered ambiguous and will be interpreted by
Campbell Soup Company in a fashion consistent with its intent, as determined solely by
Campbell Soup Company. The Chief Executive Officer of Campbell Soup Company or his or
her delegate may amend the Plan retroactively to cure any such ambiguity.
	 
	 	11.7	 	Excess Payments. If the Weekly Salary Rate, Years of Service, or any
other relevant fact relating to the determination of the Plan benefit is found to have
been misstated or mistaken for any reason (fact or law), the Plan benefit payable will
be the Plan benefit that would have been provided on the basis of the correct
information. Any excess payments due to such misstatement or mistake will be refunded
to the Company or withheld by the Company from any further amounts otherwise payable
under the Plan.
	 
	 	11.8	 	Impact on Other Benefits. Amounts paid under the Plan will not be
included in a Salaried Employee’s compensation for purposes of calculating benefits
under any other plan, program, or arrangement sponsored by the Company, unless such
plan, program, or arrangement expressly provides that amounts paid under the Plan will
be included.
	 
	 	11.9	 	Usage of Terms and Headings. Words in the masculine gender include
the feminine, and vice versa, unless qualified by the context. Words used in the
singular include the plural, and vice versa, unless qualified by the context. Any
headings are included for ease of reference only, and are not to be construed to alter
the terms of the Plan.





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





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



	 	 	 	 	 
	 	Campbell Soup Company

 	 
	 	By:  	/s/ Nancy A. Reardon
 	 
	 	 	Nancy A. Reardon 	 
	 	 	Senior Vice President -- Chief Human Resources

and Communications Officer 	 
	 



ATTEST:




	 	 	 	 	 
	By:  	                          /s/ John J. Furey
 	 	 
	 	Corporate Secretary 	 	 
	 	 	 	 
	 




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