CAMPBELL SOUP COMPANY SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN

EXHIBIT 10 (c)

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

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

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

          1.  General Definitions :

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

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

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

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

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

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

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

          2.  Eligibility :

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

          3.  Funding :

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

          4.  Vesting and Service Credit :

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

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

          5.  SERP Benefits :

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

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

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

In calculating the amount se