Campbell Soup Company

1 Campbell Place

Camden, New Jersey 08103-1799

856-342-4800

October 11, 2005

Notice of Annual Meeting of Shareowners

Friday, November 18, 2005

11:00 a.m., Eastern Time

Trumbull Marriott

180 Hawley Lane

Trumbull, Connecticut 06611

AGENDA

1. Elect Directors.

2. Ratify Appointment of Independent Registered Public Accounting Firm.

3. Approve the 2005 Long-Term Incentive Plan.

4. Transact any other business properly brought before the meeting.

      Shareowners of record at the close of business on September 21, 2005 will be entitled to vote.

      Your vote is important. In order to have as many shares as possible represented, kindly SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED OR VOTE BY PHONE OR THE INTERNET (see instructions on the proxy card).

Important

      Please note that an admission ticket is required in order to attend the Annual Meeting. If you plan to attend, please request a ticket. If shares were registered in your name as of September 21, 2005, please check the appropriate box on your proxy card or when voting on the Internet, or indicate when prompted if voting by telephone. A ticket of admission will be forwarded to you. If your shares are held in the name of a broker or other nominee, please follow the instructions on page 37 to obtain an admission ticket. If you plan to attend the meeting, please bring government-issued photographic identification. You will need an admission ticket and this identification in order to be admitted to the meeting.

Table of Contents

*  Denotes items to be voted on at the meeting.

      Note: Shareowners may receive a copy of the Company’s annual Form 10-K report without charge by:

      Note: Shareowners may elect to receive future distributions of Annual Reports and Proxy Statements by electronic delivery and vote Campbell shares on-line. To take advantage of this service you will need an electronic mail (e-mail) account and access to an Internet browser. To enroll go to www.econsent.com/cpb and scroll down to Registered Stockholder. You will be asked to enter your Account Number, which is printed on your dividend check or Dividend Reinvestment Statement.

ITEM 1

ELECTION OF DIRECTORS

The Board of Directors Recommends a Vote “For” ALL Nominees

      The Board of Directors of the Company, pursuant to the By-Laws, has determined that the number of Directors of the Company shall be seventeen, effective November 18, 2005. The directors are to be elected to hold office until the next Annual Meeting of the Shareowners and until their successors are elected and shall have qualified. Directors are elected by a plurality of the votes cast. Except as otherwise specified in the proxy, proxies will be voted for election of the nominees named below.

      Donald M. Stewart will retire from the Board effective November 18, 2005. The remaining 15 current Directors are standing for reelection, along with two new nominees, Sara Mathew and A. Barry Rand.

      If a nominee becomes unable or unwilling to serve, proxies will be voted for election of such person as shall be designated by the Board of Directors. Management knows of no reason why any nominee shall be unable or unwilling to serve.

      The following table sets forth certain information concerning the nominees at October 1, 2005:

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

      The following table sets forth information regarding beneficial ownership of Campbell’s Capital Stock of each Director, the Company’s six most highly compensated executives and the Directors and Executive Officers as a group, and also sets forth Campbell stock units credited to the individual’s deferred compensation account. The account reflects the deferral of previously earned compensation and/or pending awards of restricted stock into Campbell stock units. The individuals are fully at risk as to the price of Campbell stock in their deferred stock accounts. Additional stock units are credited to the accounts to reflect accrual of dividends. The stock units do not carry any voting rights. Unrestricted deferred Campbell stock units are included in calculating the stock ownership required by the Company for directors and executives.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

      At the close of business on September 21, 2005, the record date for the meeting, there were outstanding and entitled to vote 410,636,363 shares of Campbell Capital Stock, all of one class and each having one vote. The holders of a majority of the shares outstanding and entitled to vote, present in person or represented by proxy, constitute a quorum for the meeting.

PRINCIPAL SHAREOWNERS

      Information concerning the owners of more than 5% of the outstanding Campbell Common Stock as of the record date for the meeting follows:

      The foregoing information relating to Principal Shareowners is based upon the Company’s stock records and data supplied to the Company by the holders as of the record date for the meeting.

DIRECTOR ATTENDANCE

      During fiscal 2005 (ended July 31, 2005), the Board of Directors met six times. Directors meet their responsibilities by attending Board and Committee meetings and through communication with the Chairman, the Chief Executive Officer and other members of management on matters affecting the Company. All directors attended at least 75% of scheduled Board meetings and meetings held by Committees of which they were members.

DIRECTOR COMPENSATION

      The Company’s director compensation program is designed to deliver annual compensation at the median of a group of 13 food companies, including Campbell’s key competitors, with the potential for enhanced value from future stock price appreciation, and to link compensation closely to returns to shareowners. Under the program, annual compensation is delivered 50% in stock options (based on the Black-Scholes valuation model and the mean between the high and low stock prices on the last trading day of each calendar year); 30% in Campbell stock (based on the closing stock price on the last trading day of each calendar year); and approximately 20% in cash (depending on meeting attendance fees). Directors may elect to receive additional stock options in lieu of the cash payments and/or annual stock grant. They may also elect to defer all or a portion of compensation. Directors are also reimbursed for actual travel expenses.

      For calendar year 2005, the Board determined that median annual director compensation should be approximately $137,000. The components of compensation were as follows:

      George Sherman, who was the non-executive Chairman during a portion of fiscal 2005 (August 2, 2004 through November 18, 2004), received a cash retainer of $67,500 in addition to the regular retainer and fees paid to all non-employee directors. Harvey Golub, who served as non-executive Chairman during the remainder of fiscal 2005 (November 19, 2004 through July 31, 2005), received a cash retainer of $157,500 and 33,334 stock options with a Black-Scholes value of $225,000, in addition to the regular retainer and fees paid to all non-employee directors. The exercise price of the options is $27.55, which was the mean between the high and low prices of Campbell stock on November 19, 2004, the date of grant.

      The Company does not provide pensions, medical benefits or other benefit programs to directors. The Company matches directors’ gifts to educational institutions on a dollar-for-dollar basis up to $3,000 per year.

BOARD COMMITTEES

      Pursuant to the By-Laws, the Board had established four standing committees as of the record date. The Committees are Audit, Compensation and Organization, Finance and Corporate Development, and Governance. Membership in the standing committees as of the record date was as follows:

      Reviews and makes recommendations to the Board regarding:

      The Governance Committee seeks potential nominees for Board membership in various ways and will consider suggestions submitted by shareowners. See page 14 regarding the procedures for submitting nominee information.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      There are no reportable transactions pursuant to this requirement.

CORPORATE GOVERNANCE

      The Board of Directors is responsible for overseeing the business of the Company, and the competence and integrity of its management, to serve the long-term interests of the shareowners. The Board believes that sound corporate governance is essential to diligent and effective fulfillment of its oversight responsibilities.

Corporate Governance Standards and Committee Charters

      Campbell first published Corporate Governance Standards in its proxy statement in 1992. The Standards are reviewed annually by the Governance Committee and approved by the Board. In 2003, the Governance Committee and the Board undertook a comprehensive review of the Corporate Governance Standards, the charters of the standing committees, and the overall governance structure of the Company, in light of new statutory and regulatory requirements, proposed new rules and recommendations of the New York Stock Exchange, and the ongoing discussion of effective means for raising the standards of governance of public companies. Revised Corporate Governance Standards and committee charters that were developed and approved by the Board in the course of this review were included in the 2003 proxy statement. In 2004, these documents were further revised to reflect the text of the New York Stock Exchange Corporate Governance Listing Standards that was approved by the Securities and Exchange Commission in November 2003. The Company’s current Corporate Governance Standards appear in Appendix A. Also set forth in Appendix A are procedures by which interested persons can communicate concerns to the Board of Directors and the Audit Committee.

      Appendix A also contains a statement of standards the Board has adopted to assist it in evaluating the independence of Campbell directors. These standards were revised in 2005 to reflect amendments to the New York Stock Exchange Corporate Governance Listing Standards approved in 2004. The Board has determined that all nominees for director in 2005 except Mr. Conant meet the standards and are independent.

Evaluations of Board Performance

      Since 1995, the Board’s Governance Committee has led annual evaluations of Board performance. The evaluation process is designed to facilitate ongoing, systematic examination of the Board’s effectiveness and accountability, and to identify opportunities for improving its operations and procedures.

      In 2005, as required by the Corporate Governance Listing Standards of the New York Stock Exchange, the Board completed an evaluation process focusing on the effectiveness of the performance of the Board as a whole, and each standing committee conducted a separate evaluation of its own performance and of the adequacy of its charter. The Governance Committee designed and coordinated the Board evaluation and reported on its results. Each committee also reported to the Board on the results of its annual evaluation.

      In the Board evaluation process, each director completed an evaluation form that solicited directors’ comments and numerical ratings on 30 questions relating to the qualifications and responsibilities of directors, the effectiveness of Board and committee operations, and the oversight of management.

      In the committee evaluation process, the members of each standing committee completed an evaluation form that elicited numerical ratings of and written comments on the appropriateness of the committee’s charter and the adequacy of the written materials distributed in advance of meetings, the time available for discussion of important policy matters, and the manner in which specific committee responsibilities were discharged. Following discussion of a composite report within each committee, the chair of the committee reported to the Board regarding its overall findings and recommendations to improve committee operations.

Director Continuing Education

      In fiscal 2005 certain directors participated in eight hours of continuing education including two two-hour programs which focused on developments and trends in the consumer products industry. A two-hour program on risk assessment, and a two-hour program on executive succession planning. The programs relating to the consumer products industry were presented by specialists in the industry. The two other programs were presented by persons with expertise in corporate governance who were referred to the Company by an organization that specializes in director education.

Nomination of Candidates for Director

      The charter of the Governance Committee is available on the governance section of the Company’s corporate website at www.campbellsoupcompany.com. All of the members of the Governance Committee are independent directors as defined by the rules of the New York Stock Exchange and the standards set forth in Appendix A.

      Among other things, the Governance Committee is responsible for investigating, reviewing and evaluating the qualifications of candidates for membership on the Board and for assessing the contributions and performance of directors eligible for re-election. It is also responsible for recommending director nominees for approval by the Board and nomination for election at the Annual Meeting of Shareowners.

      Recommendation of New Nominees. When vacancies on the Board arise due to the retirement or resignation of directors, the Governance Committee may consult with other directors and/or with senior management to obtain recommendations of potential candidates to fill these positions, and may also retain a search firm to assist it in identifying and evaluating candidates. The Governance Committee also considers candidates for election to the Board who are recommended to the Committee by shareowners.

      The Governance Committee believes that a nominee for election to the Campbell Board should, at minimum:

      All candidates considered by the Governance Committee for potential recommendation to the Board as director nominees are evaluated by the Committee in light of the minimum qualifications listed above. When vacancies occur, the Governance Committee also reviews the overall composition of the Board to determine whether the addition of a director with one or more of the additional skills or qualities listed above would be desirable to enhance the effectiveness of the Board, and whether candidates with other specific experience or expertise should be sought at that particular time. If a search firm is retained to assist in identifying and evaluating candidates, the Committee also considers the assessments of the search firm and the background information it provides on the persons recommended for the Committee’s consideration. The Chairman of the Board, the Chair of the Governance Committee and the Chief Executive Officer customarily interview leading candidates. Other directors and/or members of senior management may also interview these candidates. Candidates recommended by shareowners will be evaluated using the same process that is employed to evaluate any other candidate.

      Re-Nomination of Incumbent Directors. The Company’s Corporate Governance Standards require the Governance Committee to assess the performance of each director eligible for re-election at the Annual Meeting. The Governance Committee’s annual agenda contemplates that these assessments will occur shortly before the Committee recommends a slate of director nominees for approval by the Board. In the individual director assessment conducted by the Governance Committee in 2005, each director was evaluated in light of the criteria set forth in the Governance Standards with respect to the qualification of directors and the composition of the Board. In addition, the Chair of the Governance Committee solicited from the Chairman of the Board his assessment of the contributions of each director.

      2005 Nominees. All of the director nominees listed in this proxy statement were also nominated by the Board and elected by the shareowners in 2004, with the exception of Sara Mathew and Barry Rand. Ms. Mathew and Mr. Rand were identified by Korn/ Ferry International, which is a search firm that was retained by the Committee. For the searches conducted in 2005, Korn/ Ferry was instructed to identify candidates who met the minimum qualifications for directors listed above, and also satisfied additional criteria established by the Governance Committee for these searches. Korn/ Ferry researched background information on the candidates and conducted interviews with the candidates and their references. It then provided to the Committee a list of the candidates it believed to be most highly qualified, and assisted in arranging the candidate interviews. Following separate meetings with Ms. Mathew and Mr. Rand and completion of research, the Chairman of the Board, Chair of the Governance Committee and the Chief Executive Officer recommended Ms. Mathew and Mr. Rand as candidates to the Governance Committee.

      Shareowner Recommendations. Shareowners who wish to recommend candidates for nomination for election to the Board may do so by writing to the Corporate Secretary of Campbell Soup Company at 1 Campbell Place, Camden, New Jersey 08103-1799. The recommendation must include the following information:

Director Attendance at Annual Meeting of Shareowners

      The Company’s policy regarding director attendance at the Annual Meeting of Shareowners is that, in addition to the Chairman of the Board and the CEO, the chairs of the Audit Committee, the Compensation and Organization Committee and the Governance Committee are expected to attend the meeting. The five directors who occupied these positions attended the 2004 Annual Meeting of Shareowners.

Governance Committee

AUDIT COMMITTEE REPORT

      The Audit Committee is comprised of the five directors named below. The Board has determined that each member of the Committee meets the current requirements as to independence, experience and expertise established by the New York Stock Exchange and applicable rules and regulations. In addition, the Board of Directors has determined that Edmund M. Carpenter is an audit committee financial expert as defined by SEC rules. A copy of the Audit Committee Charter, as most recently updated in September 2004, is available at the Company’s corporate website at www.campbellsoupcompany.com in the governance section under Board Committees.

      One of the Audit Committee’s primary responsibilities is to assist the Board in its oversight of the integrity of the Company’s financial statements and financial reporting process. To fulfill these oversight responsibilities, the Committee has reviewed and discussed with management and the independent registered public accounting firm the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2005, and has reviewed and discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 90, Audit Committee Communications. In addition, the Committee has received from the independent registered public accounting firm written reports, stating that they are not aware of any relationships between the auditors and the Company that, in their professional judgment, may reasonably be thought to bear on their independence, consistent with Independence Standards Board Standard Number 1, Independence Discussions with Audit Committees and has discussed with the independent registered public accounting firm the auditors’ objectivity and independence. The Committee has also considered whether the provision of non-audit services by the independent registered public accounting firm to the Company for the most recent fiscal year and the fees and costs billed and expected to be billed by the independent registered public accounting firm for those services are compatible with maintaining their independence.

      The Audit Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Committee has reviewed with the internal and independent auditors, with and without management present, the results of their examinations, their assessment of the Company’s internal controls and the overall quality of the Company’s financial reporting. In addition, the Audit Committee has discussed with the Chief Executive Officer and the Chief Financial Officer the processes that they have undertaken to evaluate the accuracy and fair presentation

      Based on the review and discussions described in this report, the Audit Committee recommended to the Board of Directors that Campbell’s audited consolidated financial statements be included in Campbell’s Annual Report on Form 10-K for the fiscal year ended July 31, 2005, for filing with the Securities and Exchange Commission. The Audit Committee also recommended to the Board that PricewaterhouseCoopers LLP be appointed independent registered public accounting firm for the Company for fiscal 2006.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES

      The aggregate fees, including expenses, billed by PricewaterhouseCoopers LLP (“PwC”), Campbell’s independent registered public accounting firm, for professional services in Fiscal 2005 and 2004 were as follows:

      The Audit Committee’s Charter provides that the Committee will pre-approve all audit services and all permissible non-audit services (including the fees and terms thereof) to be performed for the Company by its independent registered public accounting firm. From time to time, the Committee may delegate its authority to pre-approve non-audit services to one or more Committee members. Any such approvals shall be reported to the full Committee at the next Audit Committee meeting.

      The audit fees for the years ended July 31, 2005 and August 1, 2004 include fees for professional services rendered for the audits of the consolidated financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of the Company, statutory audits and the issuance of comfort letters and consents.

      The audit related fees for the years ended July 31, 2005 and August 1, 2004 include fees for services related to employee benefit plan audits and certain agreed-upon procedures reports.

      Tax fees for the years ended July 31, 2005 and August 1, 2004 include fees for services related to tax compliance, including the preparation of tax returns and expatriate tax assistance, and tax planning and advice including tax assistance with tax audits.

      In fiscal 2004 and 2005, 100% of the audit fees, audit-related fees, and tax fees were approved either by the Audit Committee or its designee.

COMPENSATION OF EXECUTIVE OFFICERS

Compensation and Organization Committee’s Report on Executive Compensation

      The Compensation and Organization Committee is comprised of the seven directors named below. The Board has determined that all members of the Committee are independent directors as defined by

      The Committee reviews the Company’s compensation strategy annually, including the apportionment of pay between fixed compensation elements and incentive compensation, and the design of incentive compensation programs. The Committee establishes and regularly reviews the compensation levels of officers and other key managers, and authorizes their incentive awards. The Committee reviews and approves all compensation actions for the Chief Executive Officer and approximately the top 35 positions in the Company.

      The objectives of the Company’s executive compensation program are to:

      The Committee compares total compensation levels with 28 companies with which Campbell competes for attraction and retention of talent (the “Compensation Peer Group”). For fiscal 2005, Campbell’s programs were designed to deliver fixed compensation elements, including salary, benefits, and perquisites, at the median of the Compensation Peer Group, annual incentive compensation at the median of the Compensation Peer Group if performance goals were achieved, and long-term incentive compensation at the sixty-fifth (65th) to seventy-fifth (75th) percentile, if the targets are achieved. The compensation program adopted for fiscal 2005 contemplated that when there is consistent growth in earnings and revenue and stock price appreciation over the long term, total compensation of Campbell’s executives will be above the median of the Compensation Peer Group.

      During fiscal 2005, the Committee reviewed the competitive positioning of total compensation, and in particular, long-term incentives, and determined that in fiscal 2006 long-term incentives should continue to be delivered at these levels if the Company’s performance, measured by Campbell’s Total Shareholder Return (TSR) as compared with the TSRs of the companies in the S&P Packaged Foods Group plus Kraft Foods Inc. (the “Performance Peer Group”) is consistently above median. This will result in total compensation between the median and sixty-fifth (65th) percentile of the Compensation Peer Group when internal performance goals are achieved and when the Company performs well as compared with the Performance Peer Group.

      There are three major elements of Campbell’s executive compensation program: base salary, annual incentive, and long-term incentives.

      Base Salary — Salary ranges and individual salaries for senior executives are reviewed annually. In determining individual salaries, the Committee considers the scope of job responsibilities, individual contributions, business performance, labor market conditions, the Company’s salary budget guidelines and current compensation as compared to market practice in the Compensation Peer Group.

      Annual Incentive — At the beginning of each fiscal year, the Committee establishes an annual incentive target for each participating executive. At the end of the year, the Committee assesses total Company performance and establishes the total bonus pool. Bonus awards to each individual executive, within the limits of the approved pool, are based on individual performance and could vary from zero to 175% of the incentive target. Extraordinary items, such as major restructuring and accounting changes, are excluded in determining the bonus pool.

      In fiscal 2005, the Committee established performance goals in four key measurement areas for the total Company. These goals were consistent with the annual Operating Plan, which was approved by the Board of Directors. The four key measurement areas were financial, marketplace, operational and

      At the end of the year, results were evaluated for each performance goal set for fiscal 2005. For the total Company, the Committee determined the achievement of financial and strategic goals were above target, and the operational and marketplace goals were on target. The Committee assessed the quality of the results of the total Company and awarded a bonus pool of 113% of the target pool. The Committee’s assessment of these results was based on its judgment. No weightings were applied to the various goals in the determination of the overall results. Incentive bonus payments to executive officers for fiscal 2005 ranged from 95% to 125% of target incentive amount with an average of 116%.

      Long-Term Incentives — For the past several years, Campbell has used two long-term incentive programs for its executives, a full value restricted stock program and a stock option program. The value intended to be delivered to senior executives through each program was approximately 50% of total competitive long-term incentive value.

Restricted Stock

      Under the restricted stock program for fiscal 2005, a pool of restricted shares was recommended by the Company, with the number of shares adjusted upward or downward by the Committee based on its overall assessment of the Company’s performance and such other factors as the Committee deemed relevant. These factors include performance against financial goals of the annual Operating Plan, market share changes, quality of Plan execution, progress against strategic initiatives, the need to retain executives and other factors. After the total restricted share pool was authorized by the Committee, awards to individuals were based on performance, sustained contribution to the Company and leadership potential.

      In the beginning of fiscal 2005, the Committee determined that the restricted share pool should be set at 94% of the competitive guideline based upon its judgment of Company performance through the end of fiscal 2004. This resulted in an average restricted stock award to 350 executives at approximately 92% of target, and special recognition awards to a select number of middle managers. Awards made in September 2004 will vest in three annual installments of 1/3 each beginning in April 2007 for participants who remain with the Company.

Stock Options

      For the stock option program for fiscal 2005, the Committee established option guidelines based on current competitive practice and scope of responsibility of each position. In determining the number of options awarded to each executive, the Committee considered the guideline for the executive’s position and his or her performance, sustained contribution to the Company, and leadership potential. The exercise price of stock options was the average of the high and low trading prices on the grant date, and these options may not be repriced. The options have a 10-year term and vest cumulatively over three years at the rate of 30%, 60% and 100% respectively on the first three anniversaries of the grant date. All shares used in the executive compensation program are shares which were previously issued and outstanding and were reacquired by the Company.

New Long-Term Incentive Program For Fiscal 2006

      During fiscal 2005, the Committee conducted a thorough analysis of the Company’s long-term incentive program. The Committee retained an independent consultant who advised the Committee throughout this project. As a result of this analysis, the Committee has approved a new long-term incentive program for fiscal 2006. The new program consists of the following three components:

Additional Awards

      On occasion, the Committee may grant additional short-term or long-term cash or equity awards to recognize increased responsibilities or special contributions, to attract new hires to the Company, to retain executives, or to recognize other special circumstances.

Other Programs

      The Company also provides its officers and key managers with life and medical insurance; pension, savings and compensation deferral programs; and perquisites and other benefits that are competitive with market practices.

Total Compensation Report

      On an annual basis, the Committee reviews a detailed total compensation report that summarizes all compensation and benefits received by the Company’s senior executives, and the compensation and benefits for which they would be eligible upon leaving the Company in the event of voluntary resignation, retirement, termination without cause, termination without cause following a change in control of the Company, and termination for cause.

Executive Stock Ownership

      Approximately the top 90 executives are required to achieve an ownership stake in the Company that is significant in comparison with the executive’s salary. Until the ownership level is achieved, executives must retain at least half of the after-tax value of each equity award in Campbell shares (vesting of restricted stock or exercise of options). There are additional limitations on the amount of shares that may be sold by executive officers of the Company in any twelve-month period. The ownership requirements expressed in terms of the value of shares to be owned are as follows:

      Executives may count toward these requirements the value of shares owned and shares which are deferred and fully vested in the Company’s savings and deferred compensation programs. Restricted shares and unexercised stock options are not counted in calculating ownership. Executive stock ownership requirements ranging from $300,000 to $850,000 apply to executives below the Vice President level.

      Section 162(m) of the Internal Revenue Code limits the tax deductibility of compensation paid to the executive officers listed on page 21 (named executive officers) to $1 million, unless certain requirements are met. The Committee’s policy is to comply with the requirements of Section 162(m) except where the Committee determines that compliance is not in the best interests of the Company and its shareowners.

      The Company’s stock option grants and annual bonus payments to senior executives for fiscal year 2005 met the requirements for deductibility under Section 162(m). Time-lapse restricted stock grants in fiscal 2005 did not meet those requirements. Under the new long-term incentive program approved for fiscal 2006, executive officers will be eligible only for TSR performance-restricted stock and EPS performance-restricted stock, both of which will meet the requirements for deductibility.

CEO Compensation and Evaluation

      On January 8, 2001, Douglas R. Conant was appointed President and CEO. At that time, his annual salary was set at $900,000 and incentive targets were determined based upon independent survey data. Mr. Conant’s annual salary was increased to $950,000 on October 1, 2001 and remained at that level until October 1, 2005, when it was increased to $1,100,000. His bonus earned in fiscal 2005 was $1,878,625. This bonus was based on Company performance compared to the goals for the annual incentive plan set forth on pages 17 and 18 and his performance compared to his individual objectives. The portion of his bonus related to individual objectives was determined based upon measures relating to market share, consumption trends, quality improvements, product innovations, new products, trade spending management, acquisitions, breakthrough projects, cost savings, productivity improvements, information technology improvements, organizational vitality, management development, succession planning and development of sound strategic and operating plans. No weightings were applied to the various measures.

Compensation and Organization Committee

COMPENSATION AND ORGANIZATION COMMITTEE INTERLOCKS AND

INSIDER PARTICIPATION

      None

SUMMARY COMPENSATION

      The following table sets forth the cash compensation awarded, paid to, or earned by the Company’s Chief Executive Officer and the five other most highly paid executive officers.

OPTION GRANTS IN LAST FISCAL YEAR

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND

FISCAL YEAR-END OPTION VALUES

RETURN TO SHAREOWNERS* PERFORMANCE GRAPH

      The following graph compares the cumulative total shareowner return (TSR) on the Company’s stock with the cumulative total return of the Standard & Poor’s Packaged Foods Index (the “S&P Packaged Foods Group”) and the Standard & Poor’s 500 Stock Index (the “S&P 500”). The graph assumes that $100 was invested on July 31, 2000, in each of Campbell stock, the S&P Packaged Foods Group and the S&P 500, and that all dividends were reinvested.

RETURN TO SHAREOWNERS*

*  Stock Appreciation Plus Dividend Reinvestment

Campbell closing price was $30.85 on July 29, 2005

PENSION PLANS

      The following table illustrates the approximate annual pension that may become payable to an employee in the higher salary classifications under the Company’s regular and supplementary U.S. pension plans.

      Compensation covered for executive officers named in the table on page 21 is the same as the total salary and bonus shown in that table. These estimated amounts assume retirement at age 62 with a straight-life annuity without reduction for a survivor annuity or for optional benefits. They are not subject to deduction for Social Security benefits or other offsets. The estimated pensions reflect a supplemental plan designed to help the Company attract executives in the middle of their careers. Under this supplemental pension plan executives accrue benefits rapidly to allow them to reach a defined target benefit within a relatively short period after date of hire. Executives covered by this plan are eligible for supplemental pension benefits if they retire from the Company after age 55 and have been employed for at least five years. The rapid accrual rate is the reason the pension benefits listed above for 15, 20 and 25 years of service are the same. Such arrangements are a necessary part of the recruitment and retention package for senior executives in order to compensate them for pension benefits that would have accrued had they remained at their previous employers. As of the end of fiscal 2005, the full years of employment for the individuals named in the compensation table on page 21 were as follows: Douglas R. Conant — 4 years; Mark A. Sarvary — 3 years; Ellen O. Kaden — 7 years; and Robert A. Schiffner — 4 years; and Larry McWilliams — 4 years. John Doumani who was an employee for 6 years is eligible for pension payments under the Australian superannuation pension legislation.

EMPLOYMENT AGREEMENTS AND TERMINATION ARRANGEMENTS

      The Company entered into an employment agreement with Mr. Conant on January 8, 2001 to serve as the Chief Executive Officer and President of the Company for five years. The agreement provided for an initial base salary of $900,000 and an initial grant of 1,000,000 stock options. Since fiscal 2001, Mr. Conant has participated in the regular executive compensation programs of the Company. In the event of termination of his employment without cause, as defined in the agreement, Mr. Conant is entitled to the following: (i) his base salary and continuation of life insurance and medical benefits for a period of two years; (ii) his supplemental pension benefit; and (iii) the vesting of his stock options and restricted stock in accordance with the standard provisions of those programs. In the event of a change in control of the Company he is entitled to the standard benefits for senior executives set forth below.

      On April 26, 2005, the Company announced that the Board of Directors and Mr. Conant had agreed that following the expiration on January 7, 2006 of Mr. Conant’s initial employment agreement, he will continue to serve as President and Chief Executive Officer at the discretion of the Board. After the

      The Company entered into a special severance arrangement with Mr. Sarvary on June 4, 2004. In the event of termination of his employment without cause, as defined in the agreement, Mr. Sarvary is entitled to the following: (i) his base salary and continuation of life insurance and medical benefits for a period of two years; (ii) his supplemental pension benefit, provided he has at least five years of employment with the Company; and (iii) the vesting of his stock options and restricted stock in accordance with the standard provisions of those programs. In the event of a change in control of the Company he is entitled to the standard benefits for senior executives set forth below.

      John Doumani, who was a Vice President of the Company and the President of its International Division until June 1, 2005, left the Company on September 30, 2005. Mr. Doumani will receive monthly payments from the Company from October 2005 through February 2007 in amounts equal to pro rata portions of his annual salary of AUD $784,722 (USD $593,744 at the exchange rate of 0.75663). Mr. Doumani has agreed that he will not compete with the Company during this period. In addition, Mr. Doumani will receive a payment of AUD $73,735 (USD $55,790 at the 0.75663 exchange rate) to compensate him for certain adverse tax effects of the agreement. Under the agreement, Mr. Doumani has released and waived any claims he may have against the Company. In accordance with standard plan provisions, Mr. Doumani received an annual bonus for fiscal year 2005, and may exercise for a period of three years any stock options that were vested on September 30, 2005. On the dates when restricted stock grants previously awarded to Mr. Doumani would otherwise vest, he will receive a pro rata portion of the stock based upon his period of service during the applicable restriction periods. The remainder of his restricted stock grants was forfeited on September 30, 2005.

      The Company has entered into Special Severance Protection Agreements (“Special Severance Agreements”) with the executive officers named on page 21 as well as all other executive officers. The Special Severance Agreements provide for severance pay and continuation of certain benefits should a change in control occur. The independent members of the Board of Directors unanimously approved entry into the Special Severance Agreements. In order to receive benefits under the Special Severance Agreements, the executive’s employment must be terminated involuntarily and without cause (whether actual or “constructive”) within two years following a change in Control.

      Generally, a “change in control” will be deemed to have occurred in any of the following circumstances:

      Under the Special Severance Agreements with the named executive officers, severance pay would equal two and one half years’ base salary and bonus. Medical, life and disability benefits would be provided at the expense of the Company for the lesser of (i) 30 months or (ii) the number of months remaining until the executive’s 65th birthday. The Company would pay in a single payment an amount equal to the value of the benefit the executive would have accrued under the Company’s pension plans

      Upon a change in control and termination of employment within two years, (a) all options outstanding on the date of such termination of employment would become immediately and fully exercisable and (b) all restrictions upon any restricted shares (other than “Performance Restricted Shares” which are subject to performance related restrictions) would lapse immediately and all such shares would become fully vested. An executive officer would become vested in, and restrictions would lapse on, the greater of (i) fifty percent (50%) of the Performance Restricted Shares or (ii) a pro rata portion of such Performance Restricted Shares based on the portion of the performance period that has elapsed to the date of the change in control.

      During any fiscal year in which a change in control occurs, each participant in the Annual Incentive Plan (a) whose employment is terminated prior to the end of such year or (b) who is in the employ of the Company on the last day of such year would be entitled to receive, within thirty (30) days thereafter, a cash payment equal to the greater of (i) his or her target bonus award for such year or (ii) the average of the awards paid or payable to him or her under the Annual Incentive Plan for the two most recent fiscal years ended prior thereto. Any amount to be paid to a participant who is not employed for the entire fiscal year would be prorated. Such payment would be made whether or not the Company has paid any cash dividend in the fiscal year.

ITEM 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

Your Board of Directors Recommends a Vote “For” This Proposal

      The proxy, unless otherwise directed thereon, will be voted for a resolution ratifying action of the Audit Committee, reappointing the firm of PricewaterhouseCoopers LLP (“PwC”) Certified Public Accountants, as independent registered public accounting firm to perform an audit of the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of the Company for fiscal 2006. The names of the Directors serving on the Audit Committee are indicated on page 10, under the heading “Board Committees.” The vote required for ratification is a majority of shares voting. If the resolution is rejected, or if PwC declines to act or becomes incapable of acting, or if their employment is discontinued, the Audit Committee will appoint other auditors whose continued employment after the 2006 Annual Meeting of the Shareowners will be subject to ratification by the shareowners.

      Representatives of PwC will be at the 2005 Annual Meeting to make a statement if they desire to do so and to answer questions.

      For fiscal 2005 PwC also examined the separate financial statements of certain of the Company’s foreign subsidiaries and provided other audit and non audit services to the Company in connection with SEC filings, review of quarterly financial statements and audits of certain employee benefit plans and other agreed-upon procedures reports.

ITEM 3

APPROVAL OF THE 2005 LONG-TERM INCENTIVE PLAN

Your Board of Directors Recommends a Vote “For” This Proposal

Background

      In order to enable the Company to continue to make regular equity compensation grants to provide incentives to recruit, reward and retain key employees, the Board recommends that the Campbell Soup

      The Campbell Soup Company 2003 Long-Term Incentive Plan (“2003 Long-Term Plan”) was approved by shareowners at the 2003 Annual Meeting and authorized the issuance of 28 million shares to satisfy awards of stock options, stock appreciation rights (“SARs”), restricted stock (including performance-restricted stock), unrestricted stock and performance units granted under the 2003 Long-Term Plan. Approximately 3.2 million shares remaining available under the previous long-term incentive plan were rolled into the 2003 Long-Term Plan, making the total number of available shares 31.2 million. Approximately 28.3 million shares have been used to grant stock options or restricted stock under the 2003 Long-Term Plan. Under the methodology that we apply to determine the number of shares that have been issued under the 2003 Long-Term Plan, if 1 restricted share is granted it reduces the shares available by 4. If 1 option is granted it reduces the shares available by 1. As of September 23, 2005, approximately 5.6 million restricted shares were outstanding and approximately 38.9 million stock options were outstanding at a weighted average exercise price of $27.87 and with a weighted average remaining life of 6.4 years. On September 23, 2005, the closing price of Campbell stock on the New York Stock Exchange was $29.14, and there were approximately 6.9 million shares available under the 2003 Long-Term Plan. The new long-term incentive program (see p. 18) utilizes only restricted shares for annual grants to approximately 1,200 participants. Under the 4 to 1 ratio explained above, there are approximately 1.7 million restricted shares available for grant under the 2003 Long-Term Plan. Unless a new long-term plan is approved by shareowners in November 2005, there will be insufficient shares available in September 2006 for new equity compensation grants. The long-term incentive compensation program approved by the Compensation Committee in July 2005 contemplates an equity compensation grant in September 2006.

      The 2005 Long-Term Plan provides for the same type of awards as the 2003 Long-Term Plan (i.e., stock options, SARs, restricted stock (including restricted performance stock, unrestricted stock and performance units) and requires that the awards continue to be satisfied using only treasury shares. Such a requirement results in the need to maintain a sufficient number of treasury shares to provide for outstanding options and restricted stock grants. The use of treasury shares for options and restricted shares helps to maintain the stability of proportionate ownership interests in the Company and prevents dilution of existing shareowners’ interests. The use of the treasury shares exclusively eliminates the ability of the Company to use authorized but unissued shares, a less costly vehicle for issuing shares, to satisfy options and stock appreciation rights and to grant restricted stock. Since 1984, the Company has not used authorized but unissued shares to satisfy options or to grant restricted shares.

      The proposed 2005 Long-Term Plan has substantially the same features as the 2003 Long-Term Plan. A summary of the material features of the proposed 2005 Long-Term Plan appears below. The full text of the 2005 Long-Term Plan is set forth in Appendix B and should be referenced for a complete description of its provisions. The vote required for approval is a majority of shares voting.

Principal Features of the 2005 Long-Term Plan

      The 2005 Long-Term Plan would become effective on November 18, 2005, and would terminate on November 18, 2015. No award may be made under the 2005 Long-Term Plan after its expiration date, but awards made prior thereto may extend beyond that date.

      The 2005 Long-Term Plan will be administered by the Compensation and Organization Committee (“Committee”) of the Board of Directors. The Committee has full authority to interpret the 2005 Long-Term Plan and to establish rules for its administration. The Committee may, subject to certain limitations in its discretion, accelerate the date on which an option or SAR may be exercised, the date of termination of restrictions applicable to a restricted stock award, or the end of a performance period under a performance unit award, if the Committee determines that to do so would be in the best interests of the Company and the participants in the 2005 Long-Term Plan.

      Awards can be made to any key salaried employee who is a management salaried employee. The current eligible group consists of approximately 1,200 persons. Non-employee directors are also eligible to receive specific types of awards.

      The amount of individual awards to employees will be determined by the Committee, subject to the limitations of the 2005 Long-Term Plan. In determining the amount and form of an award, consideration will be given to the functions and responsibilities of the employee, his or her potential contributions to the success of the Company, and other factors deemed relevant by the Committee.

      Subject to certain adjustments, the number of shares of Campbell stock that may be issued pursuant to awards under the 2005 Long-Term Plan shall be 6,000,000 shares, and no more than this maximum number of shares may be granted in the form of Incentive Stock Options.

      Shares subject to awards under the 2005 Long-Term Plan will again be available for future awards upon the occurrence of specified events that result in fewer than the total number of shares subject to the award being delivered to the participants. In particular, the limit shall be increased by shares of Campbell stock that are (i) tendered in payment of the exercise price of the awards; (ii) subject to an award which is cancelled (excluding shares subject to an option cancelled upon the exercise of a related SAR) or terminated without having been exercised or paid; (iii) withheld from any award to satisfy a participant’s tax withholding obligations or, if applicable, to pay the exercise price of an award. In addition, shares re-acquired by the Company on the open market using the cash proceeds received by the Company from the exercise of options granted under the Plan will be available for awards under the Plan, but the share limit will not be increased with respect to any option by the number of shares of Campbell stock greater than (A) the amount of such cash proceeds, divided by (B) the fair market value on the date of exercise. In addition, if a SAR is settled in whole or in part with shares of Campbell stock, the limit will also be increased by the excess, if any, of the number of shares subject to the SAR over the number of shares actually delivered to the participant upon exercise of the SAR.

      A maximum of five million options may be issued in one year to any one participant. A maximum of $5 million for each year in a performance period or restricted period may be awarded in the form of restricted stock or performance units to any one participant. If a participant is granted awards having an aggregate dollar value payable and/or number of shares issuable under the plan that is less than the maximum value and/or number stated in the foregoing sentence, the excess of the maximum value and/or number over the amount actually paid or number of shares actually issued will be carried forward to (and will be added to the maximum amount payable or number of shares issuable under) the next subsequent performance period.

      The Committee may grant non-qualified options and options qualifying as “incentive stock options” under Section 422 of the Internal Revenue Code. The Committee generally determines the terms and conditions of all options granted, subject to the terms of the 2005 Long-Term Plan. Options vest in accordance with a vesting schedule determined by the Committee and the Committee may impose additional conditions, restrictions or terms on the vesting of any option, including the full or partial attainment of performance goals. The term of an option cannot exceed ten years from the date of grant. The option price must be not less than the fair market value of a share of Campbell stock on the date of grant.

      The option price may be paid in cash, with shares of Campbell stock, through a broker-assisted “cashless” exercise procedure, or with such other acceptable form of valid consideration and method of payment as may be determined by the Committee.

      The Committee may also grant a SAR in connection with a stock option granted under the Plan or a SAR unrelated to any option. If a participant exercises a SAR, the participant would receive an amount equal to the excess of the fair market value of the shares on the date the SAR is exercised over the option price of the shares, or, with respect to a SAR granted unrelated to an option, over the fair market value of a share of Campbell stock on the date the SAR was awarded. Payment would be in cash, in shares or a combination of the two as the Committee determines.

      The Committee may also issue or transfer shares of Campbell stock to a participant under a restricted stock award. Restricted stock awards are subject to certain conditions and restrictions during a specific period of time, such as the participant remaining in the employment of the Company and/or the attainment by the Company of certain pre-established performance goals, as discussed below. The shares cannot be transferred by the participant prior to the lapse of the restriction period or the attainment of the performance goals. The participant is, however, entitled to vote the shares and in most cases is entitled to receive the dividends currently. The Committee may, in its discretion, establish rules pertaining to the restricted stock in the event of a termination of employment of a participant prior to the end of the restricted period, provided that in the event of a termination for “cause” any non-vested restricted stock awards will be forfeited immediately.

      The Committee may also issue or transfer shares of Campbell stock to a participant under an outright grant of unrestricted Campbell stock that is transferrable immediately by the participant.

      The Committee may grant to key employees performance unit awards payable in cash or stock at the end of a specified performance period. Payment will be contingent upon achieving pre-established performance goals (as discussed below) by the end of the performance period. The Committee will determine the length of the performance period, the maximum payment value of an award, and the minimum performance goals required before payment will be made. Subject to Committee discretion, a performance unit award will terminate for all purposes if the participant is not continuously employed by the Company at all times during the applicable performance period.

      The 2005 Long-Term Incentive Plan contains provisions intended to enable compensation paid to those executive officers whose compensation is subject to the deduction limitations of Section 162(m) of the Internal Revenue Code to qualify as “performance-based compensation” that will be fully deductible by the Company. Prior to or during the beginning of a performance period, the Committee may establish performance goals for the Company and its various operating units. The goals will be comprised of specified levels of one or more of the following performance criteria as the Committee may deem appropriate: earnings per share, net earnings, operating earnings, unit volume, net sales, market share, balance sheet measurements, revenue, economic profit, cash flow, cash return on assets, shareowner return, return on equity, return on capital or other value-based performance measures. In addition, for any awards not intended to meet the requirements of Section 162(m) of the Internal Revenue Code, the

      The 2005 Long-Term Plan gives the Board the discretion to set the number of options and shares of Campbell stock and such other terms and conditions to which awards to non-employee directors are subject, consistent with the provisions of the plan. The Board may give non-employee directors the opportunity to receive an option grant or other types of awards in lieu of future cash compensation. The non-employee directors may elect to receive all or a portion (in 10% increments) of any cash compensation in shares of Campbell Stock.

      A participant may elect to defer all or a portion of any related earned performance units, restricted or unrestricted stock pursuant to the terms of the Company’s deferred compensation plan.

      In case of any reorganization, recapitalization, reclassification, stock split, reverse stock split stock dividend, distribution, combination of shares, merger, consolidation, spin-off, split-up, rights offering, or any other changes in the corporate structure or shares of the Company, the Committee may make appropriate adjustments in deferred accounts and in the maximum aggregate number and kind of shares issuable under the Plan, and to any one participant, and the number and kind of shares and the price per share subject to outstanding awards.

      For purposes of the 2005 Long-Term Plan, “change in control” shall mean any of the following events:

      For any award that is subject to Section 409A of the Internal Revenue Code and payment or settlement of the award is to accelerate upon a change in control, none of the events described in the foregoing definitions will constitute a change in control for purposes of the plan unless the event also constitutes a change in control triggering event described under Section 409A of the Internal Revenue Code.

      “Good Reason” is defined generally as (1) a reduction in the participant’s base salary or a failure to pay compensation or benefits when due, (2) requiring the participant to be based more than 50 miles from his workplace prior to a change in control, (3) failure to continue compensation or employee benefit plans that, in the aggregate, are substantially equivalent to those provided prior to the change in control, (4) any purported termination of the participant for “Cause” which does not comply with the definition of “Cause” set forth in the 2005 Long-Term Plan, and (5) the Company’s failure to obtain an agreement from any successor to assume the 2005 Long-Term Plan.

      “Cause,” for purposes of the change in control provision only, is defined generally as termination of a Participant’s employment by reason of his or her (1) conviction of a felony or (2) engaging in conduct which constitutes willful gross misconduct and which is demonstrably and materially injurious to the Company or its affiliates.

      The Board of Directors can amend, suspend or terminate the 2005 Long-Term Plan, but cannot, without shareowners’ approval, do any of the following:

      Notwithstanding the provisions described in foregoing paragraphs, the board has broad authority to amend the plan and any outstanding awards without the consent of a participant if the board deems it necessary or advisable to comply with, or take into account changes in applicable laws or rules or to ensure that no award is subject to interest or penalties under Section 409A of the Internal Revenue Code.

      The grant of an incentive stock option, a nonqualified stock option or a SAR, does not result in income for the grantee or in a deduction for the Company. The exercise of a nonqualified stock option or a SAR does result in ordinary income for the optionee and a deduction for the Company measured by the difference between the option price and the fair market value of the shares received at the time of exercise. Income tax withholding is required.

      Neither the grant nor the exercise of an incentive stock option results in taxable income for the grantee. The excess of the market value on the exercise date over the option price of the shares, however, is an “item of adjustment” for alternative minimum tax purposes. When a grantee disposes of shares acquired by exercise of an incentive stock option, the grantee’s gain (the difference between the sales proceeds and the price paid by the grantee for the shares) upon the disposition will be taxed as long-term capital gain provided the grantee (i) does not dispose of the shares within two years after the date of grant nor within one year after the transfer of shares upon exercise, and (ii) exercises the option while an employee of the Company or a subsidiary or within three months after termination of employment for reasons other than death or disability. If the shares are disposed of before the expiration of either period, the grantee generally will realize ordinary income in the year of the disqualifying disposition.

      Because awards under the 2005 Long-Term Plan are determined by the Committee in its sole discretion, the Company cannot determine the benefits or amounts that will be received or allocated in the future under the 2005 Long-Term Plan.

Securities Authorized For Issuance Under Equity Compensation Plans

      The following table provides information about the Company’s stock that may be issued under the Company’s equity compensation plans as of July 31, 2005:

Deferred Compensation Plans

      The Plans are unfunded and maintained for the purpose of providing the Company’s directors and U.S.-based executives and key managers the opportunity to defer a portion of their earned compensation. Participants may defer a portion of their base salaries and all or a portion of their annual incentive compensation, long-term incentive awards, and director retainers and fees. The Plans were not submitted for security holder approval because they do not provide additional compensation to participants. They are vehicles for participants to defer earned compensation, and phantom stock units are credited to each participant’s account based upon the full current market value of the Company’s stock.

      Each participant’s contributions to the Plans are credited to an investment account in the participant’s name. Gains and losses in the participant’s account are based on the performance of the investment choices the participant has selected. Four investment choices are available, including the Stock Account. In addition to the Stock Account, participants also generally have the opportunity to invest in (i) a book account that tracks the performance of Fidelity’s Spartan U.S. Equity Index Fund, (ii) a book account that tracks the performance of Fidelity’s Puritan Fund, and (iii) a book account that credits interest at the Wall Street Journal indexed prime rate (determined on November 1 for the subsequent calendar year).

      A participant may reallocate his or her investment account at any time among the four investment choices, except that (i) restricted stock awards must be invested in the Stock Account during the restriction period and (ii) reallocations of the Stock Account must be made in compliance with the Company’s policies on trading Company stock. Dividends on amounts invested in the Stock Account may be reallocated among the four investment accounts. The Company credits a participant’s account with an amount equal to the matching contribution that the Company would have made to the participant’s 401(k) Plan account if the participant had not deferred compensation under the Plan. In addition, for those individuals whose base salary and annual incentive compensation exceed the Internal Revenue Service indexed compensation limit for the 401(k) Plan, the Company credits such individual’s account with an amount equal to the contribution the Company would have made to the 401(k) Plan but for the compensation limit. These Company contributions vest in 20% increments over the participant’s first five (5) years of credited service; after the participant’s first five (5) years of service, the Company contributions vest immediately. Except as described above, there is no Company match on deferred compensation.

      For terminations and retirements, a participant’s account is generally paid out in accordance with the last valid distribution election made by the participant. The applicable elections include: (i) a lump sum,

SUBMISSION OF SHAREHOLDER PROPOSALS

      Under Rule 14a-8(e) of the Securities Exchange Act of 1934, shareholder proposals intended for inclusion in next year’s proxy statement must be submitted in writing to the Company to the Corporate Secretary at 1 Campbell Place, Camden, New Jersey 08103-1799, and must be received by June 13, 2006.

      Any shareholder proposal submitted for consideration at next year’s annual meeting but not submitted for inclusion in the proxy statement that is received by the Company after August 26, 2006, will not be considered filed on a timely basis with the Company under Rule 14a-4(c)(1). For such proposals that are not timely filed, the Company retains discretion to vote proxies it receives. For such proposals that are timely filed, the Company retains discretion to vote proxies it receives provided 1) the Company includes in its proxy statement advice on the nature of the proposal and how it intends to exercise its voting discretion; and 2) the proponent does not issue a proxy statement.

DIRECTORS AND EXECUTIVE OFFICERS STOCK OWNERSHIP REPORTS

      The federal securities laws require the Company’s Directors and Executive Officers, and persons who own more than ten percent of the Company’s capital stock, to file with the Securities and Exchange Commission and the New York Stock Exchange initial reports of ownership and reports of changes in ownership of any securities of the Company.

      To the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ended July 31, 2005, all the Company’s Executive Officers, Directors and greater-than-ten-percent beneficial owners made all required filings.

OTHER MATTERS

      The Board of Directors knows of no other matters to be presented for action at the meeting. If other matters come before the meeting, it is the intention of the Directors’ proxy to vote on such matters in accordance with his or her best judgment.

PROXIES AND VOTING AT THE MEETING

      This statement and the accompanying proxy card are being mailed on or about October 11, 2005 for solicitation of proxies by the Board of Directors for the Annual Meeting of Shareowners of Campbell Soup Company called to be held on November 18, 2005. The mailing address of the Company’s World Headquarters is 1 Campbell Place, Camden, New Jersey 08103-1799.

      Proxies marked as abstaining (including proxies containing broker non-votes) on any matter to be acted upon by shareowners will be treated as present at the meeting for purposes of determining a quorum but will not be counted as votes cast on such matters.

      When a proxy is returned properly dated and signed, the shares represented thereby, including any shares held under the Company’s Dividend Reinvestment Plan, will be voted by the person named as the Directors’ proxy in accordance with each shareowner’s directions. Proxies will also be considered to be confidential voting instructions to the applicable Trustee with respect to shares held in accounts under the Campbell Soup Company Savings and 401(k) Plan for Salaried Employees, the Campbell Soup Company Savings and 401(k) Plan for Hourly-Paid Employees, and the Campbell Soup Company Ltd Employee Savings and Stock Bonus Plan. If participants in these Plans are also shareowners of record under the same account information, they will receive a single proxy that represents all shares. If the account information is different, then the participants will receive separate proxies. Shareowners of record and participants in savings plans may cast their vote by:

      (1) using the toll-free phone number listed on the proxy solicitation/voting instruction card;

      (2) using the Internet and voting at the website listed on the proxy card; or

      (3) signing, dating and mailing the proxy card in the enclosed postage paid envelope.

      The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number. The procedure allows shareowners to appoint a proxy and the savings plan participants to instruct a plan fiduciary to vote their shares and to confirm their instructions have been properly recorded. Specific instructions to be followed are set forth on the enclosed proxy solicitation/voting instruction card.

      Shareowners are urged to cast their votes. If a proxy card is dated, signed and returned without specifying choices, the shares will be voted as recommended by the Directors (or, in the case of participants in the Plans referred to above, may be voted at the discretion of the applicable Trustee). This year shareowners may vote their shares by telephone or via the Internet. Please refer to the specific instructions on the enclosed proxy card.

      A shareowner giving a proxy may revoke it by notifying the Corporate Secretary in writing any time before it is voted. If a shareowner wishes to give a proxy to someone other than the Directors’ proxy, all three names appearing on the enclosed proxy may be crossed out and the name of another person inserted. The signed proxy card must be presented at the meeting by the person representing the shareowner.

      Each shareowner who plans to attend the meeting in person is requested to so indicate in the space provided on the proxy card or as directed when voting by telephone or the Internet. The Company will then be able to mail an admission card to the shareowner in advance of the meeting. Shareowners who do not have admission cards will need to register at the door.

SHAREOWNERS SHARING THE SAME ADDRESS

      In accordance with notices that we sent to certain shareowners, we are sending only one copy of our annual report and proxy statement to shareowners who share the same last name and address, unless they have notified us that they want to continue receiving multiple copies. This practice, known as “householding” is designed to reduce duplicate mailings and printing and postage costs. However, if any shareowner residing at such address wishes to receive a separate annual report or proxy statement in the future, he or she may contact the Company’s Secretary. If you are receiving multiple copies of the

INFORMATION ABOUT ATTENDING THE MEETING

      The Annual Meeting of Shareowners will be held this year at the Trumbull Marriott located on 180 Hawley Lane, Trumbull, Connecticut 06611. A map and directions appear at the back of this booklet. Doors to the meeting room will open at 10:00 a.m.

      To obtain an admission ticket by mail in advance and avoid registration lines at the door, simply indicate that you plan to attend the meeting by marking the appropriate box on the proxy card and return it in the envelope provided. If you do not wish to send the proxy card, you may obtain an admission card by sending a written request in the envelope. Shareowners who do not have admission cards will need to register at the door.

      If you do not own shares in your own name, you should have your broker or agent in whose name the shares are registered call (856) 342-6122, fax (856) 342-3889, or write to the Office of the Corporate Secretary at 1 Campbell Place, Camden, NJ 08103-1799 to request a ticket before November 9, 2005. Otherwise you must bring proof of ownership (e.g., a broker’s statement) in order to be admitted to the meeting. You will also need a government-issued photographic identification to be admitted.

      It is important that your shares be represented and voted at the meeting. Please fill out, sign, date and return the accompanying proxy card or vote by phone or via the Internet as soon as possible, whether or not you plan to attend the meeting.

      Please note that since 1982 the Company has enforced certain rules at the meeting in order to conduct a productive and businesslike event. These rules provide that no participant may speak for longer than 3 minutes on any one subject and the aggregate amount of time devoted to any one subject shall not exceed 15 minutes.

Camden, New Jersey

October 11, 2005

Appendix A for 2005 Proxy Statement

Table of Contents

Note: The documents listed above are also available on the Company’s website (www.campbellsoupcompany.com) in the governance section. The Company’s Code of Business Conduct and Ethics and the charters for the four standing committees of the Board are also posted on the same website.

CAMPBELL SOUP COMPANY

CORPORATE GOVERNANCE STANDARDS

September 22, 2005

Composition of the Board and Qualifications of Directors

Composition of Board Committees

Board Operations

Committee Operations