DEFINING SUCCESS

Corporate Governance and Ethics

Campbell is committed to winning in the marketplace and in the workplace in compliance with the law and the highest ethical standards. Our company has a long history of excellence in corporate governance.

Campbell's expectation of ethical behavior by every employee is rooted in our respect for the reputation of our great company and our convictions about the way we must conduct our business on a daily basis. Our multifaceted Winning With Integrity program provides the systems and tools to help our employees win in the right way, honor Campbell's distinguished heritage, and secure its future. All Campbell associates share the responsibility to make certain that our pledge to win with integrity in the marketplace, the workplace, and the community is fulfilled every day, in every decision they make and every action they take.

Campbell's longstanding commitment to excellence in corporate governance is reflected in our Corporate Governance Standards, which are re-evaluated annually, and in the Board's painstaking governance process. Our Board has long been led by an independent, nonexecutive chairman. Systematic procedures for evaluating the effectiveness of the Board and Board committees have been in place for many years.

Corporate Governance — Board of Directors

Campbell's commitment to responsible corporate citizenship and the sustainable, long-term growth of our business begins with our Board of Directors. The Board consists of 14 independent members, one former company executive, and two current company executives, President and CEO Doug Conant and Executive Vice President and Chief Operating Officer Denise Morrison. Board operations, including approval of agendas and information provided to directors, are managed by an independent, nonexecutive chairman.

Our Board believes that diversity in the backgrounds and perspectives of our directors contributes to sound corporate governance. Four of our current directors are women. One director is from India, one was born and raised in Argentina, one is African-American, and one, who was raised in Colombia, is Hispanic. Our Board includes members with diverse business experience in the food industry, consumer products, financial services, retail, packaging, finance, and international business. Every member of our Board is expected to be a person of the highest integrity and to abide by exemplary standards of business and professional conduct.

Our company has a long history of excellence in corporate governance. Campbell's Corporate Governance Standards, first published in our proxy statement in 1992, are reviewed annually by the Governance Committee and approved by the Board. The Governance Standards currently provide for four standing committees of the Board: Audit, Compensation and Organization, Finance and Corporate Development, and Governance.

The Board focuses on the areas that are important to shareowners, such as strategy, risk management, leadership development, emerging markets, director recruitment, external development, and executive compensation. Directors meet individually with senior management and visit plant facilities to assess operations.

In 2006, the Board approved, and the company implemented, a continuing education program for directors on topics relevant to the company and to directors' fiduciary responsibilities. During a portion of every Board meeting, directors confer in an executive session in which no members of management are present. In FY2010, the full Board received an in-depth presentation on CSR and sustainability from our Vice President of Corporate Social Responsibility.

Five years ago, the Audit Committee recommended, and the Board approved, a framework pursuant to which the Board as a whole and each of the standing committees have been assigned specific accountabilities for review of the Company's management of certain categories of enterprise risk. The responsibilities reflected in the framework are included in the annual schedules of recurring agenda items for the Board and the respective committees, and the Audit Committee reviews the framework annually. Review of the principal enterprise risks and the process by which those risks are managed and monitored, is overseen by the Board and incorporated into their annual strategic planning process.

All of our directors stand for election each year. For their service, they receive annual fees based on the median director compensation paid by peer food and consumer products companies. Approximately 50% of each director's compensation is paid in cash and 50% is paid in common stock. Director stock ownership requirements have existed at Campbell since 1993. Currently, our directors beneficially own more than 40% of our company's common stock.

In FY2010, the full Board convened six times, and all directors attended at least 75% of scheduled Board meetings and the sessions of the committees on which they served.