CAMPBELL
SOUP COMPANY
CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER AND
SENIOR FINANCIAL OFFICERS
Adopted September 30, 2003
1. Introduction
Campbell Soup Company is committed to conducting
its business in compliance with the law and the highest
ethical standards. This Code of Ethics for the Chief
Executive Officer and Senior Financial Officers (the
“Code”) summarizes the standards that
must guide the actions of Campbell’s Chief Executive
Officer, Chief Financial Officer, Controller, and
the members of the Chief Financial Officer’s
Financial Leadership Team (collectively, the “Senior
Financial Officers”). While covering a wide
range of business practices and procedures, this Code
cannot and does not cover every issue that may arise,
or every situation in which ethical decisions must
be made, but rather sets forth key guiding principles
of business conduct that Campbell expects of its Senior
Financial Officers. This Code should be read in conjunction
with Campbell’s other corporate polices and
procedures, including those related to corporate disclosure,
conflicts of interest, insider trading, and the protection
of confidential information.
This Code is intended to be our Code of Ethics for
Senior Financial Officers pursuant to the provisions
of Section 406 of the Sarbanes-Oxley Act of 2002 and
related rules of the U.S. Securities and Exchange
Commission.
2. Compliance with Laws, Rules, and Regulations
Campbell is strongly committed to conducting its
business affairs with honesty and integrity and in
full compliance with all applicable laws, rules, and
regulations. No Senior Financial Officer may commit
an illegal or unethical act, or instruct or authorize
others to do so, for any reason, in connection with
any act, decision or activity that is or may appear
to be related to his or her employment by or position
with Campbell.
3. Conflicts of Interest
All Senior Financial Officers have an obligation
to act in the best interest of the Company, and should
avoid any situation that presents an actual or potential
conflict between their personal interests and the
interests of Campbell.
A Senior Financial Officer has a conflict of interest
when his or her personal interests, relationships
or activities, or those of a member of his or her
immediate family, interfere or conflict, or even appear
to interfere or conflict, with Campbell’s interests.
A conflict of interest can arise when a Senior Financial
Officer takes an action or has a personal interest
that may adversely influence his or her objectivity
or the exercise of sound, ethical business judgment.
Conflicts of interest can also arise when a Senior
Financial Officer, or a member of his or her immediate
family, receives improper personal benefits as a result
of his or her position at Campbell.
No Senior Financial Officer should improperly benefit,
directly or indirectly, from his or her status as
a financial officer of the Company, or from any
decision or action by Campbell that he or she is
in a position to influence. By way of example, a
conflict of interest may arise if a Senior Financial
Officer:
• Has a personal interest in a transaction
involving Campbell (other than routine investments
in publicly traded companies);
• Accepts a gift, service, payment or other
benefit (other than a nominal gift) from a competitor,
supplier, or customer of Campbell, or any entity
or organization with which Campbell does business
or seeks or expects to do business;
• Lends to, borrows from, or has a material
interest in a competitor, supplier, or customer
of Campbell, or any entity or organization with
which Campbell does business or seeks or expects
to do business;
• Knowingly competes with Campbell or diverts
a business opportunity from Campbell;
• Uses Campbell assets for other business
or personal endeavors;
• Obtains or seeks to obtain any personal
benefit from the use or disclosure of information
that is confidential or proprietary to Campbell,
or from the use or disclosure of confidential or
proprietary information about another entity acquired
as a result of or in the course of his or her employment
with Campbell;
• Serves as a officer, director, employee,
consultant, or in any management capacity, in an
entity or organization with which Campbell does
business or seeks or expects to do business (other
than routine business involving immaterial amounts,
in which the Senior Financial Officer has no decision-making
or other role);
• Has a material interest in an entity or
organization with which Campbell does business or
seeks or expects to do business;
• Knowingly acquires, or seeks to acquire
an interest in property (such as real estate, patent
rights, securities, or other properties) where Campbell
has, or might have, an interest; or
• Participates in a venture in which Campbell
has expressed an interest.
Each Senior Financial Officer is expected to use
common sense and good judgment in deciding whether
a potential conflict of interest may exist. Any potential
conflict should be disclosed to the General Counsel
and on the annual “Conflicts of Interest and
Accounting Controls Management Questionnaire.”
4. Quality of Public Disclosure
Campbell is committed to providing information about
the Company to the public in a manner that is consistent
with all applicable legal and regulatory requirements
and that promotes investor confidence by facilitating
fair, orderly, and efficient behavior. Campbell’s
reports and documents filed with or submitted to the
Securities and Exchange Commission, and Campbell’s
other public communications, must include full, fair,
accurate, timely, and understandable disclosure. All
employees who are involved in the Company’s
disclosure process, including the Senior Financial
Officers, are responsible for using their best efforts
to ensure that Campbell meets such requirements.
Senior Financial Officers are prohibited from knowingly
misrepresenting, omitting or causing others to misrepresent
or omit, material information about the Company to
others, including the Company’s independent
auditors.
5. Compliance with This Code and Reporting
of Any Illegal or Unethical Behavior
Senior Financial Officers are expected to comply
with all of the provisions of this Code. This Code
will be strictly enforced and violations will be dealt
with immediately, including subjecting Senior Financial
Officers to corrective and/or disciplinary action
such as dismissal or removal from office. Violations
of this Code that involve unlawful conduct will be
reported to the appropriate authorities.
Situations that may involve a violation of ethics,
laws, or this Code may not always be clear and may
require difficult judgment. Senior Financial Officers
who have concerns or questions about violations of
laws, rules or regulations, or of this Code, should
report them to the General Counsel.
The General Counsel will have primary authority and
responsibility for the enforcement of this Code, subject
to the supervision of the Audit Committee of the Board
of Directors, and shall notify the Audit Committee
of any violation of the Code.
Campbell encourages all directors, officers, and
employees to report promptly any suspected violation
of this Code to the General Counsel. The Company will
tolerate no retaliation for reports or complaints
regarding suspected violations of this Code that were
made in good faith. Open communication of issues and
concerns without fear of retribution or retaliation
is vital to the successful implementation of this
Code. The Company will take such disciplinary or preventive
action as it deems appropriate to address any violations
of this Code that are brought to its attention.
6. Waivers and Amendments
Amendments to or waivers of the provisions in this
Code for Senior Financial Officers will be promptly
disclosed to Campbell’s shareowners.
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