CAMPBELL SOUP COMPANY Mid-Career Hire Pension Plan

Exhibit 10 (a)

CAMPBELL SOUP COMPANY

Mid-Career Hire Pension Plan
Amended and Restated
Effective January 1, 2009

CAMPBELL SOUP COMPANY

MID-CAREER HIRE PENSION PLAN

TABLE OF CONTENTS

CAMPBELL SOUP COMPANY
Mid-Career Hire Pension Plan
Amended and Restated
Effective January 1, 2009

     The Campbell Soup Company Mid-Career Hire Pension Plan (the “Plan”) is designed to provide selected management or highly compensated employees of the Company and its Subsidiaries, who are or were hired as executives in key management positions in the midst of their business careers, with retirement benefits that may supplement the retirement income that they receive from designated Company sources, including the Qualified Plans. The Plan is intended to 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, as amended. The Plan was originally effective on March 27, 1986 and previously amended and restated generally effective as of January 25, 2001. This amendment and restatement of the Plan is effective as of January 1, 2009. Pursuant to this amendment and restatement, the benefits provided under the Plan to a Participant who terminated employment from the Campbell Group prior to January 1, 2009 shall be determined solely in accordance with the terms of the Plan as in effect on the date of such termination and if such termination occurred after 2004, under a reasonable good faith interpretation of Code section 409A and the applicable guidance thereunder.

     This Plan, as amended and restated, is intended (1) to comply with Code section 409A and official guidance issued thereunder, and (2) 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 any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

ARTICLE I

DEFINITIONS

     Unless the context otherwise requires, the following words and phrases as used herein shall have the following meanings:

     §1.1 “ Actuarial Equivalent ” or “ Actuarially Equivalent ” means a benefit of equal value computed using an interest rate of five percent and the mortality assumptions set forth in Appendix J of the Retirement Plan; provided , however , that for purposes of valuing the Normal Form of Benefit and the benefits described in Sections 6.2(b)(ii) and 11.4, Actuarial Equivalent shall be calculated using the discount rate used by the Company on its financial statements at the time of distribution applicable under Financial Accounting Standards Board Statement No. 87, and the “applicable mortality table” published in Revenue Ruling 95-6 or such other applicable guidance from the Internal Revenue Service.

     §1.2 “ Adjusted Final Pay ” means the Participant’s Final Average Pay, as that term is defined in the Retirement Plan, and in addition all amounts that would otherwise be included in Earnings, as that term is defined in the Retirement Plan, but for the fact that the Participant elected to defer receipt of such amounts under the Campbell Soup Company Deferred Compensation Plan II, as amended from time to time, and the Campbell Soup Company Deferred Compensation Plan.

     §1.3 “ Administrative Committee ” means the Committee as that term is defined in the Retirement Plan.

     §1.4 “ Board ” means the Board of Directors of the Company.

     §1.5 “ Campbell Group ” means Campbell Soup Company and all of its Subsidiaries.

     §1.6 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

     §1.7 “ Company ” means Campbell Soup Company, its successors and assigns.

     §1.8 “ Compensation Committee ” means the Compensation and Organization Committee of the Board.

     §1.9 “ Effective Date ” means January 1, 2009.

     §1.10 “ Excess Pension Benefit ” means the benefit amount determined in Section 6.4.

     §1.11 “ Income Replacement Benefit ” means the benefit amount determined in Section 6.2.

     §1.12 “ Initial Distribution Election ” means an election to set the time and form of payment of a Participant’s accrued benefit pursuant to Section 7.4.

     §1.13 “ Normal Form of Benefit ” means the form of distribution described in Section 7.2.

     §1.14 “ Normal Retirement Date ” means the Participant’s Normal Retirement Date as that term is defined in the Retirement Plan.

     §1.15 “ Nonqualified Plan ” means the Company’s Supplemental Employees’ Retirement Plan (commonly referred to as, the “SERP”) as in effect from time to time on and after the Effective Date.

     §1.16 “ Participant ” means an employee who is eligible for the Plan in accordance with Article II.

     §1.17 “ Plan ” means the Company’s Mid-Career Hire Pension Plan set forth herein and as amended from time to time.

     §1.18 “ Qualified Plans ” means the Retirement Plan and any broad-based foreign retirement plan, as described in Treas. Reg. § 1.409A-1(a)(3)(v), maintained outside of the United States that provides life-time retirement benefits and is funded by the Company or a Subsidiary.

     §1.19 “ Retirement Plan ” means the Campbell Soup Company Retirement and Pension Plan as in effect from time to time on and after the Effective Date.

     §1.20 “ Separation from Service ” or “ Separates from Service ” means a “separation from service” within the meaning of Code section 409A. Generally, a separation from service occurs when an individual ceases to provide services for the Company.

     §1.21 “ SERP Participant ” means an employee who first becomes a Participant in the Plan on or after the Effective Date and prior to such participation, the employee was a participant under the Nonqualified Plan.

     §1.22 “ Social Security Covered Compensation ” means the Participant’s Social Security Covered Compensation as that term is defined in the Retirement Plan.

     §1.23 “ Spouse ” means the Participant’s Spouse as that term is defined in the Retirement Plan.

     §1.24 “ Subsequent Distribution Election ” means an election to change the time or form of payment of a Participant’s accrued benefit pursuant to Section 7.4.

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

     §1.26 “ Termination Benefit ” means the benefit amount determined in Section 6.1.

     § 1.27 “ Total Disability ” means Total Disability as that term is defined in the group long-term disability plan sponsored by the Company.

     §1.28 “ Years of Employment ” means the twelve-month periods beginning on a Participant’s date of hire and each anniversary date thereafter in which the Participant remains employed by the Campbell Group.

     §1.29 “ 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 Retirement Plan, but for this Plan determined using all employment with the Campbell Group.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

     All executives in salary grade level 46 or higher are automatically eligible for and shall become Participants in this Plan. Other executives in senior management positions may be selected to become Participants at any time and from time to time by the President of the Company or by the Compensation Committee, in his or her, or in its sole discretion. The Compensation Committee may delegate its authority to select executives who are eligible for the Plan.

     A Participant who has vested in the Income Replacement Benefit and terminates employment from the Campbell Group shall not be eligible to participate in the Plan upon any subsequent reemployment, and all service with and compensation from the Campbell Group, and all accruals under the Qualified Plans and the Nonqualified Plan, attributable to the post-reemployment period shall be disregarded in determining Plan benefits.

ARTICLE III

VESTING AND BENEFITS

     §3.1 Termination Before Three Years of Service . 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 with the Campbell Group shall automatically forfeit all benefits under the Plan.

     § 3.2 Termination After Three Years of Service . Subject to Article V, any Participant who after completing three Years (but prior to completing five Years) of Service with the Campbell Group: (a) is terminated by the Company for any reason; or (b) resigns without the consent of the President of the Company, shall be vested in the Excess Pension Benefit only. Such Participant’s Excess Pension Benefit shall be determined under Section 6.4.

     § 3.3 Termination by the Company After Five Years of Employment and Before Age 55 . Subject to Article V, any Participant who is terminated by the Company for any reason after completing five Years of Employment with the Campbell Group and prior to attaining age 55 shall be vested in the Termination Benefit only. Such Participant’s Termination Benefit shall be determined under Section 6.1, or, as applicable, Section 6.3.

     §3.4 Retirement On or After Age 55 with Five Years of Employment . Subject to Article V, any Participant who retires or is terminated by the Company for any reason on or after he has attained age 55 and completed five Years of Employment with the Campbell Group shall be vested in the Income Replacement Benefit only. Such Participant’s Income Replacement Benefit shall be determined under Section 6.2, or, as applicable, Section 6.3.

ARTICLE IV

DEATH AND DISABILITY BENEFITS

     §4.1 If a Participant’s employment terminates due to death or Total Disability prior to both the attainment of age 55 and the completion of five Years of Employment with the Campbell Group, the Participant or Participant’s beneficiary shall be immediately vested in and entitled to the Termination Benefit as determined under Section 6.1, or, as applicable, Section 6.3, based upon his Years of Service to the date of his death or Total Disability; provided, however, that if such a Participant was vested in the Excess Pension Benefit prior to his or her employment termination, in the calculation of the Termination Benefit, the Participant or Participant’s beneficiary shall receive no less than the Excess Pension Benefit as determined under Section 6.4.

     §4.2 If a Participant’s employment terminates due to death or Total Disability on or after he has attained age 55 and completed five years of employment, the Participant or Participant’s beneficiary shall be entitled to the Income Replacement Benefit as determined under Section 6.2, or, as applicable, Section 6.3, based upon his Years of Service to the date of his death or Total Disability.

ARTICLE V

CONDITIONS TO BENEFIT ENTITLEMENT

     §5.1 Conditions. Notwithstanding any vesting in Article III and subject to the provisions of Section 5.2, each payment of benefits under this Plan shall be subject to the conditions that:

          (a) the Participant’s employment with the Campbell Group shall not have been terminated for willful, deliberate or gross misconduct; and

          (b) prior to such payment, the Participant shall not have engaged in conduct materially detrimental to the interests of the Company or any Subsidiary, including, without limitation, engaging in any business competitive with a business in which the Company or a Subsidiary (i) was engaged at any time during the Participant’s employment with the Campbell Group and (ii) is engaged at the time the Participant is engaged in the competitive business.

     §5.2 Failure to Satisfy Conditions . If the Participant shall fail to satisfy any of the conditions set forth in Section 5.1, the Company shall not be obligated after such failure to pay any benefits remaining to be paid to or on behalf of the Participant, provided all of the following shall have taken place:

          (a) the Secretary of the Company, at the direction of the Compensation Committee, shall have given written notice to the Participant (hereafter referred to as the “Notice”) setting forth with reasonable specificity (i) the alleged failure, and (ii) the loss of rights to benefits that will occur unless the Participant rectifies such failure to the satisfaction of the Compensation Committee within 30 days after his receipt of the Notice;

          (b) the Participant shall not have rectified such failure to the satisfaction of the Compensation Committee within 30 days after his receipt of the Notice; and

          (c) the Secretary of the Company, at the direction of the Compensation Committee and after the expiration of the 30-day period referred to in clause (b) above, shall have given written notice to the Participant that, in the opinion of the Compensation Committee, he has not rectified the failure.

ARTICLE VI

BENEFIT FORMULAS

     §6.1 Termination Benefit Formula . The Termination Benefit is the benefit, expressed as a straight life annuity commencing on the Participant’s Normal Retirement Date, equal to the excess, if any, of (a) over (b) where:

          (a) is 2% multiplied by the Participant’s Years of Service, with such product, not to exceed 37.5%, multiplied by the Participant’s Adjusted Final Pay; and

          (b) is the straight life annuity payable to the Participant under the Qualified Plans commencing on his Normal Retirement Date, excluding for this purpose the portion of such annuity attributable to the Additional Annuity Benefit described in Section 5.07 of the Retirement Plan.

If a Participant commences his Termination Benefit prior to his Normal Retirement Date, the amount determined under Section 6.1(a) shall be reduced by multiplying such benefit by the percentage set forth in Section 6.6, and the amount under Section 6.1(b) shall be adjusted using the factors defined under the Qualified Plans, as applicable, based on the Participant’s age at the time his Plan benefits are scheduled to commence.

     §6.2 Income Replacement Benefit Formula . The Income Replacement Benefit is the greater of: (a) the benefit determined under the Excess Pension Benefit Formula in Section 6.4; or (b) the benefit, expressed as a straight life annuity commencing on the Participant’s Normal Retirement Date, equal to the sum of (i) plus (ii) where:

          (i) is the excess of (A) over (B) where:

               (A) is 37.5% of the Participant’s Adjusted Final Pay, and

               (B) is the straight life annuity payable to the Participant under the Qualified Plans commencing on his Normal Retirement Date, excluding for this purpose the portion of such annuity attributable to the Additional Annuity Benefit described in Section 5.07 of the Retirement Plan; and

          (ii) is the Actuarial Equivalent of (A) plus (B) where:

               (A) is the present value of a life annuity payable from the retirement age to age 65 of $13 per month times 35 years of service, minus $16 per month times the Participant’s Years of Service, and

               (B) is the present value of a life annuity payable starting at age 65 of $3 per month times 35 years of service, minus $3 per month times the Participant’s Years of Service.

The benefit formula set forth in Section 6.2(b)(ii) is applicable only to those Participants who were eligible to participate in the Plan on or before May 1, 2008. Notwithstanding anything to the contrary in this Section 6.2(b)(ii), the benefit described herein shall not be paid to a Participant, Spouse or any beneficiary who receives any Company paid retiree medical coverage.

If a Participant commences his Income Replacement Benefit prior to his Normal Retirement Date, the amount determined under Section 6.2(b)(i)(A) shall be reduced by multiplying such benefit by the percentage set forth in Section 6.6, and the amount under Section 6.2(b)(i)(B) will be adjusted using the factors defined under the Qualified Plans, as applicable, based on the Participant’s age at the time his Plan benefits are scheduled to commence.

     §6.3 Grandfathered Benefit Formulas for Pre-January 25, 2001 Participants . The Termination Benefit of a Participant who was covered by the Plan as a Participant prior to January 25, 2001, shall be the greater of the amount determined under Section 6.1, or the amount determined under the Grandfathered Termination Benefit formula set forth in Appendix A.

     The Income Replacement Benefit of a Participant who was covered by the Plan as a Participant prior to January 25, 2001, shall be the greater of the amount determined under Section 6.2, or the amount determined under the Grandfathered Income Replacement Benefit formula set forth in Appendix A.

     §6.4 Excess Pension Benefit Formula. The Excess Pension Benefit Formula is the benefit, expressed as a straight life annuity commencing on the Participant’s Normal Retirement Date, equal to the excess, if any, of (a) over (b) where:

          (a) is the amount of the straight life annuity that would be payable to the Participant under the Qualified Plans commencing on his Normal Retirement Date if the limitations of Code sections 401(a)(17) and 415 (and the provisions of the Qualified Plans applying those limitations) did not exist, excluding for this purpose the portion of such annuity attributable to the Additional Annuity Benefit described in Section 5.07 of the Retirement Plan; and

          (b) is the straight life annuity payable to the Participant under the Qualified Plans commencing on his Normal Retirement Date, excluding for this purpose the portion of such annuity attributable to the Additional Annuity Benefit described in Section 5.07 of the Retirement Plan.

If a Participant commences his Excess Pension Benefit prior to his Normal Retirement Date, the Excess Pension Benefit shall be determined using the early commencement

factors of the Retirement Plan based on the Participant’s age at the time his Plan benefits are scheduled to commence.

     §6.6 Early Commencement Factors . The percentages set forth in the chart below reflect the portion of the benefit under the Plan that a Participant shall receive in the event payments under the Plan begin prior to the Normal Retirement Date. To determine the percentages that would apply to the Termination Benefits that commence prior to age 55, Schedule 3 of Appendix I of the Retirement Plan shall apply.

ARTICLE VII

DISTRIBUTION OF BENEFITS; BENEFICIARY

     §7.1 Time of Distribution . Absent an Initial Distribution Election under Section 7.4 or Subsequent Deferral Election under Section 7.5, distributions to a Participant (other than a SERP Participant) of his accrued benefits under the Plan shall normally commence the first day of the seventh month following the Participant’s Separation from Service (or, if earlier, within 90 days following the Participant’s death).

     §7.2 Form of Distribution . A Participant’s accrued benefit (other than a SERP Participant) shall be distributed in five equal annual installments (the “Normal Form of Benefit”), unless a form of distribution is otherwise selected pursuant to the latest to occur of: (1) a timely filed Initial Distribution Election under Section 7.4, or (2) a Subsequent Deferral Election under Section 7.5. Notwithstanding any elections by a Participant, if the Participant’s accrued benefit under the Plan is not greater than the applicable dollar limit under Code section 402(g)(1)(B) ($15,500 for 2007) at the time the Participant Separates from Service, such accrued benefit shall be distributed in a lump sum payment the first day of the seventh month following the Participant’s Separation from Service.

     §7.3 Time and Form of Payment for SERP Participants. Notwithstanding anything herein to the contrary, the distribution of a SERP Participant’s accrued benefits under the Plan shall be at the time and in the form designated under the Nonqualified Plan such that any payment of benefits under this Plan shall not result in an impermissible acceleration or further deferral of the forfeited Nonqualified Plan benefits in violation of Code section 409A.

     §7.4 Initial or Transition Period Distribution Election .

          (a) To the extent permitted under Code section 409A, during the calendar year before an executive of the Company first becomes eligible to participate in the Plan, such executive (other than a SERP Participant) may elect from the options set forth in Section 7.6 (the “Initial Distribution Election”): (1) the time when distributions will commence; and (2) the form in which the accrued benefit shall be paid (collectively referred to as, the “Time and Form of Payment”) in accordance with procedures and distribution rules established by the Administrative Committee. Notwithstanding the foregoing, in the first year in which an executive becomes eligible to participate in the Plan due to being newly hired by the Company, an Initial Deferral Election may be made with respect to services to be performed subsequent to the election within 30 days after the date the executive becomes eligible to participate in the Plan, to the extent permitted under Code section 409A.

          (b) Notwithstanding the provisions of Section 7.5 or any prior Participant elections to the contrary, during the transition period under Code section

409A and applicable guidance issued thereunder, a Participant, who was an employee of the Company at the time, may have made an election to receive his or her benefits under the Plan in a Time and Form of Payment set forth in Section 7.6. 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 Administrative Committee.

     §7.5 Subsequent Deferral Elec