CAMPBELL SOUP COMPANY Deferred Compensation Plan II

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

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

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.

     §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

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.

     § 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.

     §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:”

          (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.

          (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.

     § 4.2 Supplemental Savings . Contributions of Supplemental Savings (and earnings thereon) shall vest in accordance with the following schedule:

     § 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

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 D