8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report
(Date of Earliest Event Reported):
April 22, 2008

New Jersey	Commission File Number	21-0419870
State of Incorporation	1-3822	I.R.S. Employer
		Identification No.

One Campbell Place
Camden, New Jersey 08103-1799
Principal Executive Offices

Telephone Number: (856) 342-4800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))

TABLE OF CONTENTS

Item 5.02 — Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Items 5.02(b) On April 22, 2008, Campbell Soup Company (the “Company”) announced that Robert A. Schiffner, Senior Vice President and Chief Financial Officer, plans to retire from the Company. Mr. Schiffner will resign from his position as Senior Vice President and Chief Financial Officer by August 1, 2008, or earlier if his successor is appointed, (the “Resignation Date”) and will retire from the Company on January 31, 2009 (the “Retirement Date”). A copy of the press release is being filed as Exhibit 99 to this Form 8-K.

Item 5.02(e) Mr. Schiffner has agreed to continue as an employee of the Company beyond his Resignation Date and until the Retirement Date to facilitate a smooth transition to a new Chief Financial Officer. His base salary will remain the same at $525,000, and he will be eligible for annual incentive compensation and long-term incentive compensation in accordance with the regular terms and conditions of those programs. On April 22, 2008, the Company made a special grant to Mr. Schiffner of 55,265 shares of performance-restricted stock under the 2005 Long-Term Incentive Plan, the terms of which are set out in the agreement filed as an exhibit to this Form 8-K and incorporated herein by reference. The performance-restricted stock will vest on the Retirement Date, provided that Mr. Schiffner remains employed by the Company through that date and successfully assists the Company with the financial reporting, operational, and business transition projects specified in the agreement. In the event the Company terminates his employment for reasons other than for cause or as a result of his total disability or death prior to the Retirement Date, the shares will vest immediately and will be paid to him or his estate. The shares will be forfeited if, prior to the Retirement Date, Mr. Schiffner retires or is terminated for cause.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits

10	2005 Long-Term Incentive Plan Performance-Restricted Stock Grant Agreement, dated April 22, 2008, between the Company and Robert A. Schiffner.
99	Press release dated April 22, 2008 announcing the retirement of Senior Vice President and Chief Financial Officer Robert A. Schiffner.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CAMPBELL SOUP COMPANY
	(Registrant)
Date: April 22, 2008	By: /s/ John J. Furey
	John J. Furey
	Vice President and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
10	2005 Long-Term Incentive Plan Performance-Restricted Stock Grant Agreement, dated April 22, 2008, between the Company and Robert A. Schiffner.
99	Press release dated April 22, 2008 announcing the retirement of Senior Vice President and Chief Financial Officer Robert A. Schiffner.

EX-10

Exhibit 10

2005 LONG-TERM INCENTIVE PLAN
PERFORMANCE — RESTRICTED STOCK AGREEMENT

     PERFORMANCE-RESTRICTED STOCK AGREEMENT, dated as of the 22^nd day of April, 2008 (the “Grant Date”) between Campbell Soup Company (the “Company”) and Robert A. Schiffner (the “Participant”), an executive of the Company.

     WHEREAS, Participant has agreed to step down as Senior Vice President and Chief Financial Officer of the Company on a date to be determined by the Chief Executive Officer of Campbell Soup Company, but in no event later than August 1, 2008, and to retire on January 31, 2009 (the “Retirement Date”).

     WHEREAS, during the period commencing on the day after Participant steps down as Senior Vice President and Chief Financial Officer and ending on the Retirement Date, Participant will continue to be a full-time employee of the Company, with the primary responsibility of facilitating a smooth transition to a new Chief Financial Officer of the Company. During this period of time, Participant will not be an executive officer or a corporate officer of the Company.

     WHEREAS, the Company desires to award the Participant 55,265 performance-restricted shares of Capital Stock of the Company (the “Restricted Stock”) as hereinafter provided, under the Campbell Soup Company 2005 Long-Term Incentive Plan (the “Plan”) in order to motivate the Participant to successfully assist with certain transition projects. Except as otherwise provided, the terms used herein shall have the same meaning as in the Plan. The terms and conditions of the Company’s current Long-Term Incentive Program shall not apply to this award of Restricted Stock.

     NOW, THEREFORE, in consideration of valuable considerations, the legal sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

     1. Award of Restricted Stock. The Company hereby confirms the award to the Participant on the Grant Date by the authorized outside director delegates of the Compensation and Organization Committee of the Board of Directors (the “Committee”) of 55,265 shares of Restricted Stock. The Restricted Stock is in all respects limited and conditioned as hereinafter provided, and is subject in all respects to the Plan’s terms and conditions, as amended.

     2. Restricted Stock Notation. A book-entry notation representing the Restricted Stock shall be made in the Participant’s name. During the Restriction Period, the Participant is entitled to vote the shares of Restricted Stock (unless and until forfeited) represented and to receive any dividends paid on the Restricted Stock, provided the Participant has signed and returned this Agreement.

     3. Restriction Period and Performance Criteria.

(a) The Restriction Period shall begin on the Grant Date and shall end on the Retirement Date. If the Participant’s employment by the Company is terminated for any reason except total disability, death or involuntary termination for reasons other than cause during the Restriction Period, the Restricted Stock shall be cancelled by the Company and the Participant shall have no rights thereto.

(b) The Performance Criteria shall be the Participant’s successful assistance with the following transition projects:

• FY’08 year-end press release and analysts’ conference call

• Preparation of FY’08 annual report and proxy statement

• 2008 Annual Meeting

• Godiva transition

• FY’09 Quarter 1 press release and analyst’s conference call

• Development of FY 10-13 Strategic Plan

     4.  Vesting of Restricted Stock. The Restricted Stock shall become fully vested on the Retirement Date provided (i) the Committee determines that the Participant has fulfilled his obligations under section 3(b); and (ii) the Participant retires on January 31, 2009.

     5. Total Disability, Death or Involuntary Termination. If the Participant’s employment is terminated by the Company for reasons other than cause or as the result of the Participant’s death or total disability, the Restricted Stock shall become fully vested and paid out to the Participant or the Participant’s estate.

     6. Withholding of Taxes. The obligation of the Company to deliver Restricted Stock at the end of the Restriction Period shall be subject to applicable federal, state and local tax withholding requirements. Unless the Participant elects otherwise in writing, the Company shall withhold a portion of the shares to be delivered to satisfy tax withholding requirements. The value of the shares to be withheld shall be based on the closing price on the NYSE composite tape on the tax date.

     7. Entire Agreement. This Agreement when signed by Participant will constitute the entire agreement with respect to the subject matter hereof. This Agreement supersedes any prior agreements, representations or promises of the parties relating to the subject matter hereof.

     8. Governing Law. This Agreement shall be construed in accordance with, and its interpretation shall otherwise be governed by, New Jersey law.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized executive, and the Participant has hereunto set his or her hand and seal, all as of the day and year first above written.

CAMPBELL SOUP COMPANY
By:	/s/ Nancy A. Reardon
	Nancy A. Reardon
	Senior Vice President Campbell Soup Company

/s/ Robert A. Schiffner

Robert A. Schiffner

EX-99

EXHIBIT 99

FOR IMMEDIATE RELEASE

Contacts: Anthony Sanzio (Media)
(856) 968-4390
Leonard F. Griehs (Analysts)
(856) 342-6428

CAMPBELL SOUP COMPANY CFO ROBERT A. SCHIFFNER TO RETIRE

CAMDEN, N.J., April 22, 2008 — Campbell Soup Company (NYSE:CPB) announced today that Robert A. Schiffner, the company’s Chief Financial Officer, plans to retire on January 31, 2009. The company is conducting a search for his successor. Schiffner, 58, will step down as Senior Vice President and Chief Financial Officer on August 1, 2008 or earlier if his successor is appointed, but has agreed to remain with the company through January 2009 to facilitate a smooth transition. He joined the company in 2001, and oversees the Controller’s, Corporate Development, Investor Relations, Treasury and Tax departments.

     Douglas R. Conant, Campbell’s President and Chief Executive Officer, said, “Throughout his 33-year career in the food industry, Bob has demonstrated unwavering integrity and a commitment to strong financial controls. As a key member of our management team, he has helped lead the company through a period of significant change. Bob played a vital role in developing the Transformation Plan that renewed and revitalized Campbell and restored it to a growth track. He is respected for his focus and insight throughout the organization and the investment community.”

     Conant continued, “Bob has been an indispensable partner to me as we have worked to transform Campbell, consistently delivering strong financial performance while also building our capabilities for the future. We are deeply indebted to Bob for his dedication and his outstanding contributions to the company. I look forward to working with him through the transition, and wish him the very best in a very well-earned retirement.”

About Campbell Soup Company

Campbell Soup Company is a global manufacturer and marketer of high quality foods and simple meals, including soup, baked snacks and healthy beverages. Founded in 1869, the company has a portfolio of market-leading brands, including “Campbell’s,” “Pepperidge Farm,” “Arnott’s,” and “V8.” For more information on the company, visit Campbell’s website at www.campbellsoup.com.

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