Campbell Soup Company

1 Campbell Place

Camden, New Jersey 08103-1799

856-342-4800

October 11, 2006

Notice of Annual Meeting of Shareowners

Thursday, November 16, 2006

2:30 p.m., Eastern Time

Sheraton Great Valley Hotel

707 E. Lancaster Avenue

Frazer, Pennsylvania 19355

AGENDA

1. Elect Directors.

2. Ratify Appointment of Independent Registered Public Accounting Firm.

3. Act upon a Shareowner Proposal.

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

      Shareowners of record at the close of business on September 19, 2006 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 19, 2006, 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 34 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, Corporate Governance Standards, Code of Business Conduct and Ethics, and the charters for the four standing committees of the Board 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 sixteen. 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.

      The current 16 directors are standing for reelection. All of the nominees are independent directors, except for Mr. Conant.

      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, 2006:

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 19, 2006, the record date for the meeting, there were outstanding and entitled to vote 403,417,924 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 2006 (ended July 30, 2006), the Board of Directors met for six regular meetings and two special meetings. 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 for calendar 2006 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 in calendar 2005); 30% in Campbell stock (based on the closing stock price on the last trading day in calendar 2005); 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 with the exception of the gain on stock options, which cannot be deferred. Directors are also reimbursed for actual travel expenses.

      For calendar year 2006, the Board determined that median annual director compensation should be approximately $160,000. The components of compensation were as follows:

      Harvey Golub, who served as non-executive Chairman during fiscal 2006 received a cash retainer of $225,000 and 29,685 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 $29.28, which was the mean between the high and low prices of Campbell stock on September 22, 2005, the date of grant.

      The Board approved a new director compensation program that is effective January 1, 2007. It is designed to deliver annual director compensation at the median of a group of 23 food and consumer products companies and will be paid 50% in unrestricted Campbell shares and 50% in cash.

      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 15 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.

Director Independence

      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 Standards for the Determination of Director Independence describe various types of relationships that could potentially exist between a director and the Company, and define the thresholds at which such relationships would be deemed material. The Board will deem a director to be independent if (i) no relationship exists that would disqualify the director under the guidelines set forth in paragraphs 1 and 2 of the Standards, and (ii) the Board has determined that based on all relevant facts and circumstances, any other relationship between the director and the Company, not covered by paragraphs 1 and 2, is not material. In any case in which the Board makes the latter determination, the relationship will be disclosed in the proxy statement, along with the basis for the Board’s conclusion that it is not material. The Board has determined that there are no such relationships between Campbell and any of the nominees listed in this proxy statement, except Mr. Conant.

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 accordance with the requirements of the Corporate Governance Listing Standards of the New York Stock Exchange, in 2006 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. Following review and discussion of a composite report by the Governance Committee, the Chair of the Committee presented a report to the Board that provided recommendations to enhance Board effectiveness based upon the responses received in this process.

      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

      Since fiscal 2005 the Company has maintained a formal program of continuing education for directors. The curriculum for fiscal 2006 included nine hours of instruction, including a two-hour program on developments and trends in the consumer products industry, presented by outside specialists; a 1¹/2 hour program on director liability and fiduciary obligations, presented by outside counsel; a 1¹/2 hour program focusing on the interpretation of consumption and market share data; two one-hour programs focusing respectively on the management of product crises and assurance of product integrity; a 30-minute presentation on the Company’s compliance and ethics program; and two 45-minute courses on Campbell’s Code of Business Conduct and Ethics and the legal prohibitions on insider trading. Most directors participated in all of these programs.

      The charter of the Governance Committee is available on the governance section of the Company’s corporate Web site at www.campbellsoupcompany.com. All 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:

      In addition, the Committee believes that, collectively, the Board should include directors who are:

      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

      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 2006, 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 directors.

      2006 Nominees. All of the director nominees listed in this proxy statement were also nominated by the Board and elected by the shareowners in 2005. In September 2006, the Board amended the Company’s Governance Standards to change the mandatory retirement age for directors from 70 to 72.

      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 2005 Annual Meeting of Shareowners.

The 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 web site 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 30, 2006, 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 auditors a written report stating that they are not aware of any relationships between the registered public accounting firm 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 registered public accounting firm’s 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 its independence.

      The Audit Committee discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits. The Committee has reviewed with the internal auditors and independent registered public accounting firm, with and without members of 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 of the Company’s financial statements and the effectiveness of the Company’s system of disclosure controls and procedures.

      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 30, 2006, 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 2007.

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 2006 and 2005 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 30, 2006 and July 31, 2005 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 consents.

      The audit-related fees for the years ended July 30, 2006 and July 31, 2005 include fees for services related to employee benefit plan audits, certain agreed-upon procedures reports, accounting consultations, SAP pre-implementation controls reviews, and work related to the divestiture of the Company’s UK and Irish businesses.

      Tax fees for the years ended July 30, 2006 and July 31, 2005 include fees for services related to tax compliance, including the preparation of tax returns and tax assistance with transfer pricing and tax audits.

      In fiscal 2006 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 New York Stock Exchange rules. The Committee establishes and administers the Company’s executive compensation program and reviews major organization changes and the Company’s succession planning and leadership development processes. The Committee’s charter is available in the governance section of the Company’s Web site at www.campbellsoupcompany.com. The Committee retains an independent compensation consultant who reports directly to the Committee and advises the Committee on CEO compensation, compensation trends, governance issues, and projects of current interest to the Committee.

      The Committee annually reviews the Company’s compensation strategy, principles and policies, 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 the aggregate amount of any incentive awards. The Committee reviews and approves all compensation actions for the Chief Executive Officer and approximately the top 35 positions of the Company.

      The Committee compares total compensation levels with 29 companies in the food and consumer products industries with which Campbell competes for attraction and retention of talent (the “Compensation Peer Group”). This Compensation Peer Group is approved by the Committee. For fiscal 2006, 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 (bonus) 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 Company’s performance, as 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. The compensation program approved by the Committee for fiscal 2006 was designed so that when internal performance goals are achieved, and when the Company’s TSR is consistently above the median of the Performance Peer Group, the total compensation of Campbell’s executives will be above the median of the Compensation Peer Group.

      There are three major elements of Campbell’s executive compensation program: base salary, annual incentive, and long-term incentives. The proportion of compensation delivered in each of these three elements is designed to:

      Base Salary — Base salaries are intended to provide a level of cash compensation that is competitive in relation to the responsibilities of each executive’s position. Salary ranges and individual salaries for senior executives are reviewed annually by the Committee. In determining individual salaries, the Committee considers the scope of job responsibilities, individual contributions, business performance, job market conditions, the Company’s salary budget guidelines and current compensation as compared to market practice in the Compensation Peer Group.

      Annual Incentive (Bonus) — Annual incentives are intended to motivate and reward the achievement of business goals as approved by the Board of Directors in the annual Operating Plan and three-year Strategic Plan, and to assure that these goals are achieved in a manner that strengthens the business for the long term. At the beginning of each fiscal year, the Committee establishes a competitive annual incentive target, expressed as a percent of salary, for each participating executive. The sum of the individual incentive targets for all participants in the plan (approximately 1,900 executives and managers) comprises the target bonus pool.

      Following the end of the fiscal year, the Committee assesses total Company performance and establishes the total bonus pool based on business performance. Bonus awards to each executive, within

      Since fiscal 2003, the Committee has used a “balanced scorecard” approach to setting performance goals and evaluating annual Company performance. Under this approach, performance goals are established and approved by the Committee in the following four key measurement areas for the total Company: (1) financial, (2) marketplace, (3) operational and (4) strategic. In assessing performance against these goals, the Committee considers a mix of quantitative and qualitative criteria. In the financial area, the quantitative measures include net sales, earnings, profit margins, marketing expenditures, working capital and performance versus peer food companies in sales and earnings. In the marketplace area, the quantitative measures are consumption and market share changes. For the operational and strategic areas, progress toward achievement of major initiatives to deliver the annual Operating Plan and the three-year Strategic Plan is assessed.

      Following the end of the fiscal year, results are evaluated for each performance goal and an overall total Company bonus score is determined. For fiscal 2006, the Committee determined the achievement of financial and strategic goals were significantly above target. The operational goals were on target and marketplace goals were slightly below target. The Committee assessed the quality of the results of the total Company and awarded a bonus pool of 130% of the target pool. The Committee’s assessment of these results was based on its judgment of overall performance. No weightings were applied to the various goals in the determination of the overall score. Incentive bonus payments to executive officers for fiscal 2006 ranged from 130% to 145% of target incentive amount with an average of 134.5%.

      Long-Term Incentives — Long-term incentives are intended to motivate and reward executives based upon the Company’s success in delivering superior value to its shareowners, and to retain executives. For several years prior to fiscal 2006, Campbell used two long-term incentive programs for its top 350 executives, a full value time-lapse restricted stock program and a stock option program. The value delivered to these executives through each program was intended to be approximately 50% of total competitive long-term incentive value. For other executives (about 850 people) the long-term incentive program consisted entirely of stock options. While this program was replaced in fiscal 2006 with a new long-term incentive program consisting entirely of full value performance-restricted stock for executive officers, grants under the former program are still outstanding. The former programs were described in prior years’ proxy statements.

New Long-Term Incentive Program for Fiscal 2006

      During fiscal 2005, the Committee conducted a comprehensive analysis of the Company’s long-term incentive program. The Committee’s independent consultant advised the Committee throughout this project. As a result of this analysis, the Committee approved a new long-term incentive program for fiscal 2006, consisting of three types of full value restricted stock: (1) TSR performance-restricted stock which is earned based on the Company’s Total Shareowner Return compared to the TSRs of the companies in the Performance Peer Group; (2) EPS performance-restricted stock which is earned based on the achievement of a specific level of Earnings Per Share (EPS) each fiscal year; and (3) time-lapse restricted stock. For executive officers, 70% of the long-term incentive opportunity is delivered in TSR performance-restricted stock and 30% in EPS performance-restricted stock. For senior executives who are not executive officers, 70% of the long-term incentive opportunity is delivered in TSR performance-restricted stock and 30% in time-lapse restricted stock. Other executives in the program receive a higher proportion of time-lapse restricted stock and a lower proportion of TSR performance-restricted stock. The Committee concluded that executives would be more motivated by and place a higher economic value on full value restricted stock as compared to stock options. Regular awards of stock options are not part of the new program. However, stock options may still be granted by the Compensation Committee on a selective basis. No stock options were granted to executives in fiscal 2006.

      All shares used in the Company’s executive compensation programs are shares which were previously issued and outstanding and were reacquired by the Company.

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. The Committee has authorized the CEO to make short-term cash awards to recognize special contributions and accomplishments. The aggregate amount of the awards cannot exceed $500,000 in any fiscal year. Any such awards to named executive officers are included in the bonus column on page 23.

Other Programs

      The Company also provides its officers and key managers with life insurance and medical coverage; 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 (“tally sheet”) that summarizes and totals the value of all compensation and benefits received annually by the Company’s top six most highly-compensated executives, and all 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, or termination for cause. During this review, the Committee determined that the amounts of compensation currently paid, in aggregate, and the amounts that would be paid upon termination of employment, in aggregate, are appropriate and reasonable.

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). Executive officers of the Company are prohibited from selling in a twelve-month period more than 50% of the value of shares owned and vested options in excess of the applicable ownership standard. 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 $1,500,000 apply to executives below the Corporate

Policy on Deductibility of Compensation

      Section 162(m) of the Internal Revenue Code limits the tax deductibility of compensation paid to the executive officers listed on page 23 (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. All annual bonus payments and restricted stock grants to executive officers for fiscal year 2006 met the requirements for deductibility under Section 162(m).

CEO Compensation and Evaluation

      The compensation design for the CEO, Douglas R. Conant, is consistent with the program described above for the other executive officers of the Company. Mr. Conant’s compensation is designed to be competitive with the CEO compensation paid in the Compensation Peer Group and incentive compensation is directly linked to Company performance and his performance. The process used to review and establish Mr. Conant’s compensation in fiscal 2006 was as follows:

      The Board evaluated Mr. Conant’s performance based on the total Company’s performance as measured by the “balanced scorecard” approach described above under “Annual Incentive,” and evaluated his personal performance in the following areas:

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 four other most highly paid executive officers.

FISCAL 2006 LONG-TERM INCENTIVE GRANTS

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, 2001, 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 $36.77 on July 28, 2006

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 23 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 benefits from 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 2006, the full years of employment for the individuals named in the compensation table on page 23 were as follows: Douglas R. Conant — 5 years; Mark A. Sarvary — 4 years; Ellen O. Kaden — 8 years; Robert A. Schiffner — 5 years; and Larry S. McWilliams — 5 years.

TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS

      Mr. Conant serves as President and Chief Executive Officer at the discretion of the Board. After his initial employment agreement expired on January 7, 2006, his compensation and benefits are determined in accordance with the plans and policies approved by the Compensation Committee that are applicable to other senior executives of the Company. The Company has a severance policy that applies to senior executives, including the named executive officers on page 23, except Mr. Sarvary (see below). A senior executive will receive severance benefits equal to two times his or her base salary if the executive’s employment is involuntarily terminated by the Company without cause, except for change in control severance benefits which are described below. The severance benefits also include the continuation of medical benefits, life insurance and pension credit during the two-year period, unless the senior executive obtains medical benefits or life insurance from another employer.

      The Company has entered into Special Change in Control Severance Protection Agreements (“Special Severance Agreements”) with the executive officers named on page 23 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 had the executive remained in the employ of the Company for an additional 30 months or until his or her 65th birthday, if earlier.

      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 2007. 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 2007 Annual Meeting of the Shareowners will be subject to ratification by the shareowners.

      Representatives of PwC will be at the 2006 Annual Meeting to make a statement if they desire to do so and to answer questions.

      For fiscal 2006 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

SHAREHOLDER PROPOSAL ON SUSTAINABILITY REPORT

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

      The Office of the Comptroller of New York City is custodian and trustee of the New York City Employees’ Retirement System, the New York City Teachers’ Retirement System, the New York City Police Pension Fund, and the New York City Fire Department Pension Fund, and custodian of the New York City Board of Education Retirement System, 1 Centre Street, New York, NY 10007-2341 (collectively the “Funds” which own 745,763 Campbell shares), has notified the Company in writing that the Funds intend to present the following resolution at the Annual Meeting. A majority of the votes cast at the meeting is required for approval. Except as otherwise specified in the proxy, proxies will be voted against this proposal.

Proposal

Whereas:

      Investors increasingly seek disclosure of companies’ social and environmental practices in the belief that they impact shareholder value. Many investors believe companies that are good employers, environmental stewards, and corporate citizens are more likely to be accepted in their communities and to prosper long-term.

      Sustainability refers to development that meets present needs without impairing the ability of future generations to meet their own needs. It includes “encouraging long lasting social well being in communities where [companies] operate, interacting with different stakeholders (e.g. clients, suppliers, employees, government, local communities, and non-governmental organizations) and responding to their specific and evolving needs, thereby securing a long-term ‘license to operate,’ superior customer and employee loyalty, and ultimately superior financial returns.” (Dow Jones Sustainability Group)

      Ford Motor Company states, “sustainability issues are neither incidental nor avoidable — they are at the heart of our business.” American Electric Power has stated, “management and the Board have a fiduciary duty to carefully assess and disclose to shareholders appropriate information on the company’s environmental risk exposure.”

      Global expectations regarding sustainability reporting are changing rapidly. The European Commission recommends corporate sustainability reporting, and listed companies in Australia, South Africa and France must now provide investors with information on their social and environmental performance.

      RESOLVED: Shareholders request that the Board of Directors issue a sustainability report to shareholders, at reasonable cost, and omitting proprietary information, by September 1, 2006.

Supporting Statement

      The report should include the company’s definition of sustainability, as well as a company-wide review of company policies and practices related to long-term social and environmental sustainability.

      We recommend that the company use the Global Reporting Initiative’s Sustainability Reporting Guidelines (“The Guidelines”) to prepare the report. The Global Reporting Initiative (www.globalreporting.org) is an international organization with representatives from the business, environmental, human rights and labor communities. The Guidelines provide guidance on report content, including performance in six categories (direct economic impacts, environmental, labor practices and decent work conditions, human rights, society, and product responsibility). The Guidelines provide a flexible reporting system that permits the omission of content that is not relevant to company operations. Over 700 companies use or consult the Guidelines for sustainability reporting.

      The Board of Directors unanimously recommends a vote against the shareholder proposal on sustainability reporting for the following reasons:

      Campbell Soup Company has long been recognized for its exemplary corporate citizenship and constructive engagement in the communities in which it does business. Its Code of Business Conduct and Ethics, posted on the Company’s Web site, reflects its commitment to do business in accordance with the highest standards of ethical business conduct. It has consistently demonstrated its commitment to humane and progressive labor and employment practices, responsible advertising and marketing, and employee and supplier diversity; its products are manufactured in safe and environmentally responsible facilities around the world. Through direct donations of product, donations to relief organizations, financial support for not-for-profit organizations, and support for the extensive volunteer efforts of its highly committed employees, Campbell is broadly engaged in efforts to alleviate hunger, improve nutrition and enhance the quality of life.

      The Board of Directors understands and respects investors’ interest in good corporate citizenship and social responsibility. However, the Board does not believe that the investment of human and financial resources that would be required to produce the comprehensive and wide-ranging “sustainability” report requested in this proposal would represent a necessary or prudent use of the shareholders’ assets. The “Sustainability Reporting Guidelines” of the Global Reporting Initiative represent only one approach among many available means for providing information to the public on these important issues.

      In July 2006 the Company appointed a Task Force on Public Policy Issues that is evaluating Campbell’s procedures for developing and communicating its positions, policies and practices on the types of issues embraced by this proposal. The Task Force will deliver its recommendations in the course of the Company’s current fiscal year. The Board believes that it is in the best interest of the Company and its shareowners to await the recommendations of the Task Force and proceed in the manner best suited

SUBMISSION OF SHAREOWNER PROPOSALS

      Under Rule 14a-8(e) of the Securities Exchange Act of 1934, shareowner 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 14, 2007.

      Any shareowner 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 28, 2007, 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 30, 2006, all the Company’s executive officers, directors and greater-than-ten-percent beneficial owners made all required filings on a timely basis except for one Form 4 report that was filed late by Charlotte Weber reporting the sale of 60,000 shares in a number of separate transactions over a two day period, one Form 4 report that was filed late by George Strawbridge reporting one transaction, one Form 5 report that was filed late on behalf of Bennett Dorrance reporting a gift of shares and one Form 5 report that was filed late on behalf of David White reporting a gift of shares.

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, 2006 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 16, 2006. 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.

      This solicitation of proxies is made on behalf of the Board of Directors of the Company with authorization of the Board, and the Company will bear the cost. Copies of proxy solicitation material will be mailed to shareowners, and employees of the Company may communicate with shareowners to solicit their proxies. Brokers, banks and others holding stock in their names, or in names of nominees, may

      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 Plus Plan for Salaried Employees, the Campbell Soup Company Savings Plus Plan for Hourly-Paid Employees, and the Group RRSP and Savings 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:

      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). 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 Corporate Secretary. If you are receiving multiple copies of the annual report and proxy statement you can request householding by contacting the Company’s Corporate Secretary. The contact information is set forth below.

INFORMATION ABOUT ATTENDING THE MEETING

      The Annual Meeting of Shareowners will be held this year at the Sheraton Great Valley Hotel located on 707 E. Lancaster Ave, Frazer, Pennsylvania 19355. A map and directions appear at the back of this booklet. Doors to the meeting room will open at 1:30 p.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, 2006. 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.

Camden, New Jersey

October 11, 2006

Appendix A for 2006 Proxy Statement

Table of Contents

Note: The documents listed above are also available on the Company’s Web site (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 Web site.

CAMPBELL SOUP COMPANY

CORPORATE GOVERNANCE STANDARDS

September 28, 2006

Composition of the Board and Qualifications of Directors

Composition of Board Committees

Board Operations

Committee Operations

Oversight of the Business and Management

Executive Compensation

Shareowners

STANDARDS FOR THE DETERMINATION OF

DIRECTOR INDEPENDENCE

      A director shall be considered independent if the Board determines that the director does not have, directly or indirectly, any material relationship with the Company. In making this determination the Board shall broadly consider all relevant facts and circumstances.

      Under the Company’s Corporate Governance Standards, directors’ fees are the sole compensation that any director who is not an employee of Campbell may receive, directly or indirectly, from the Company. The Board has established the following additional standards to assist it in determining director independence. For the purposes of these standards, the term “immediate family member” shall have the meaning given in the Listing Standards of the New York Stock Exchange.

      Pursuant to the requirements of U.S. law, the Company does not make any personal loans or extensions of credit to any director, or any arrangements for the extension of credit to any director.

      The Company’s conflicts of interest policy requires the disclosure of any personal interest, influence, relationship or other situation that might constitute or be perceived as a potential conflict of interest. Each director is required annually to submit a signed statement attesting to his or her awareness of and compliance with this policy. In addition, under the Company’s Corporate Governance Standards, directors are required promptly to inform the Chairman of the Board regarding any actual or potential conflict of interest.

COMMUNICATING CONCERNS TO THE BOARD OF DIRECTORS

      Any person who has a concern about Campbell’s governance, corporate conduct, business ethics or financial practices may communicate that concern to the Board of Directors. Concerns may be submitted in writing to the Chairman of the Board or to the non-management directors as a group in care of the Office of the Corporate Secretary at the Company’s headquarters, or by email to directors@

      Campbell policy prohibits the Company and any of its employees from retaliating in any manner, or taking any adverse action, against anyone who raises a concern or helps to investigate or resolve it. However, anyone who prefers to raise a concern in a confidential, anonymous manner may do so by calling the Hotline.

      Concerns communicated to the Board will be addressed through the Company’s regular procedures for addressing such matters. Depending upon the nature of the concern, it may be referred to the Company’s Internal Audit Department, the Legal or Finance Department, or other appropriate departments. As they deem necessary or appropriate, the Chairman of the Board or the Chair of the Audit Committee may direct that certain concerns communicated to them be presented to the Audit Committee or the full Board, or that they receive special treatment, including the retention of outside counsel or other outside advisors.

      The status of concerns communicated to the Board will be reported periodically to the Chairman and/or the Chair of the Audit Committee, as appropriate.

Sheraton Great Valley Hotel

707 E. Lancaster Ave

Frazer, Pennsylvania 19355