Amendment to the Severance Protection Agreement between Campbell Soup Company and Douglas R. Conant

EXHIBIT 10(b)

Amendment to the Severance Protection Agreement between Campbell Soup Company and

Douglas R. Conant

          This is an amendment to the Severance Protection Agreement made as of January 8, 2001 by and between Campbell Soup Company (the “Company”) and Douglas R. Conant (the “Executive”) (the “Agreement”).

          WHEREAS, the Company and the Executive desire that any potential severance payments made pursuant to the Agreement are not subject to the provisions of section 409A of the Internal Revenue Code; and

          WHEREAS, the changes to the Agreement made by this amendment are intended to result in the severance payments not being subject to section 409A of the Internal Revenue Code.

          NOW, THEREFORE, in consideration of the respective agreements of the parties, it is agreed as follows: