0000893220-08-003178 Sample Contracts

FORM OF NON-U.S. SEVERANCE PROTECTION AGREEMENT FOR EXECUTIVES DESIGNATED BY THE PRESIDENT
Severance Protection Agreement • December 11th, 2008 • Campbell Soup Co • Food and kindred products • New Jersey

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as hereinafter defined) exists and that the threat of or the occurrence of a Change in Control may result in the departure or in significant distractions of its key management personnel because of the uncertainties inherent in such a situation;

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FORM OF U.S. CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT
Change in Control Severance Protection Agreement • December 11th, 2008 • Campbell Soup Co • Food and kindred products • New Jersey

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as hereinafter defined) exists and that the threat of or the occurrence of a Change in Control may result in the departure or in significant distractions of its key management personnel because of the uncertainties inherent in such a situation;

Amendment to the Severance Protection Agreement between Campbell Soup Company and Douglas R. Conant
Severance Protection Agreement • December 11th, 2008 • Campbell Soup Co • Food and kindred products

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”).

Contract
Time-Lapse Restricted Stock Unit Agreement • December 11th, 2008 • Campbell Soup Co • Food and kindred products • New Jersey

TIME-LAPSE RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of the 1st day of November, 2008 (the “Grant Date”) between Campbell Soup Company (the “Company”) and B. Craig Owens (the “Participant”), an employee of the Company.

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