CAMPBELL SOUP CO, DEF 14A, 1997-10-10

CAMPBELL SOUP CO
DEF 14A, 1997-10-10
FOOD AND KINDRED PRODUCTS

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<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Campbell Soup Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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<PAGE> 2

[Campbell Soup Company Logo]
CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799

OCTOBER 10, 1997

NOTICE OF ANNUAL MEETING OF SHAREOWNERS

THURSDAY, NOVEMBER 20, 1997
11:00 A.M., EASTERN TIME
THE HIGHLANDS
17160 PLANT ROAD
LAURINBURG, NORTH CAROLINA 28352

AGENDA

1. ELECT DIRECTORS.

2. RATIFY APPOINTMENT OF AUDITORS.

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 22, 1997, will
be entitled to vote.

In 1996, we made two key changes in the way we conduct our annual meeting,
both of which were designed to recognize that your Company has become a global
force with widely dispersed facilities and shareowners.

First, we abandoned the concept that the annual meeting should consist of
elaborate presentations and product sampling. Our research established that well
over 99% of shares that vote are voted by proxy and that annual meetings are not
the most efficient or even handed way to communicate with our shareowners. We
are now utilizing new, truly interactive media, such as our toll free shareowner
number (1-800-909-SOUP) and World Wide Web site (HTTP://WWW.CAMPBELLSOUP.COM).

Second, we decided that the annual meeting site should no longer be held
rigidly in one location that is home to a minority of shareowners, but instead
should rotate among locations with major connections to our business and high
concentrations of shareowners. Last year we chose a site near our newest biscuit
and bakery plant in Pennsylvania. This year's meeting will be held near the
Company's newest soup plant in North Carolina.

Shareowner response to the changes has been strongly positive.

Your vote is important. Kindly, SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD IN THE ENVELOPE PROVIDED, in order that as many shares as possible will be
represented.

BY ORDER OF THE BOARD OF DIRECTORS
/s/ JOHN J. FUREY
JOHN J. FUREY
CORPORATE SECRETARY
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PROXY STATEMENT PAGE
- ------------------------------------------------------------------------------------- ----
<S> <C> <C>
M Item 1 -- Election of Directors............................................... 1
Security Ownership of Directors and Executive Officers........................ 5
Corporate Governance.......................................................... 7
Compensation of Executive Officers............................................ 10
-- Compensation and Organization Committee Report on Executive
Compensation.............................................................. 10
-- Compensation and Organization Committee Interlocks and Insider
Participation............................................................. 13
-- Summary Compensation Table................................................ 14
-- Option Grants in Fiscal 1997.............................................. 15
-- Aggregated Option Exercises in Fiscal 1997 and Fiscal Year-End Option
Values.................................................................... 15
-- Return to Shareowners Performance Graph and Bar Chart..................... 16
-- Pension Plans............................................................. 17
-- Termination Arrangements.................................................. 17
Board Committees.............................................................. 19
Director Attendance........................................................... 20
Director Compensation......................................................... 21
M Item 2 -- Ratification of Appointment of Auditors............................. 21
M Item 3 -- Shareowner Proposal................................................. 22
Submission of Shareowner Proposals............................................ 22
Security Ownership of Certain Beneficial Owners............................... 23
Directors and Officers Stock Ownership Reports................................ 24
Other Matters................................................................. 24
Proxies and Voting at the Meeting............................................. 24
Information About Attending the Meeting....................................... 25
</TABLE>

- ------------------
M Denotes items to be voted on at the meeting.
<PAGE> 4

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.

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;
however, the management knows of no reason why any nominee should be unable or
unwilling to serve.

The following table sets forth certain information concerning the nominees
at September 22, 1997:

<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME (2) OTHER BUSINESS AFFILIATIONS AGE SINCE
- ---------------------------------------------------------------------------- --- --------
<S> <C> <C> <C>

[PHOTO] (1) Retired Senior Scientific Adviser to the 65 1986
Alva A. App United Nations Development Programme.

[PHOTO] (1) Senior Managing Director of Clayton 55 1990
Edmund M. Carpenter Dubilier & Rice since March 1997. Former
Chairman and Chief Executive Officer of General
Signal Corporation.
(2) Director of Dana Corporation and Texaco,
Inc.

[PHOTO] (1) Private investor and Chairman and Managing 51 1989
Bennett Dorrance Director of DMB Associates in Phoenix, Arizona.
(2) Director of Banc One Corp.
</TABLE>

1
<PAGE> 5

[PHOTO] (1) Management Consultant, Field & Associates. 63 1987
Thomas W. Field, Jr. Former Chairman and Chief Executive Officer of
ABCO Foods, Inc. Previously Chairman, President
and Chief Executive Officer of McKesson
Corporation.
(2) Director of Bromar, Inc., Maxicare Health,
Inc. and Stater Brothers Market, Inc.

[PHOTO] (1) President of GTE Corporation since 1995. 53 1996
Kent B. Foster Previously Vice Chairman and President,
Telephone Operations, GTE Corporation.
(2) Director of GTE Corporation and New York
Life Insurance Company.

[PHOTO] (1) Chairman and Chief Executive Officer of 58 1996
Harvey Golub American Express Company since 1993. Previously
Vice Chairman of American Express Company and
Chief Executive Officer of American Express
Financial Advisors.
(2) Director of American Express Company and
Dow Jones & Company, Inc.

[PHOTO] (1) Chairman of Campbell Soup Company since 65 1990
David W. Johnson 1993. Previously President and Chief Executive
Officer of Campbell Soup Company. Previously
Chairman, President and Chief Executive Officer
of Gerber Products Company.
(2) Director of Colgate-Palmolive Company.

[PHOTO] (1) Chairman and Chief Executive of The Bank of 58 1995
David K. P. Li East Asia, Limited since 1991.
(2) Director of Dow Jones & Company, Inc., Hong
Kong Telecommunications, Ltd., The Bank of East
Asia, Limited, The Hong Kong & China Gas
Company Limited, Sime Darby Hong Kong Limited
and Westinghouse Electric Corporation.
</TABLE>

2
<PAGE> 6

[PHOTO] (1) Retired Chairman and Chief Executive 61 1984
Philip E. Lippincott Officer of Scott Paper Company.
(2) Director of Exxon Corporation. Trustee of
The Penn Mutual Life Insurance Company.

[PHOTO] (1) Private investor and President of Iron 47 1990
Mary Alice Malone Spring Farm, Inc.

[PHOTO] (1) President and Chief Executive Officer of 48 1997
Dale F. Morrison Campbell Soup Company since July 15, 1997.
Previously Senior Vice President of Campbell
Soup Company and President of International and
Specialty Foods Division (1996-1997); Vice
President of Campbell Soup Company and
President of Pepperidge Farm (1995-1996);
President-Frito Lay North (1994-1995); and Vice
President-Marketing and Sales, Frito Lay
Central Division (1993-1994).

[PHOTO] (1) President and Chief Executive Officer of 65 1990
Charles H. Mott John W. Bristol & Co., Inc., an investment
management firm.

[PHOTO] (1) President and Chief Executive Officer of 56 1995
George M. Sherman Danaher Corporation since 1990.
(2) Director of Danaher Corporation.
</TABLE>

3
<PAGE> 7

[PHOTO] (1) President and Chief Executive Officer of 59 1992
Donald M. Stewart The College Board since 1987.
(2) Director of Principal Financial Group and
The New York Times Company.

[PHOTO] (1) Private investor and President of Augustin 59 1988
George Strawbridge, Jr. Stables.
(2) Director of Buffalo Sabres of the National
Hockey League, Corestates Financial Corp., and
Philadelphia Ventures Inc.

[PHOTO] (1) Private investor and President and Chief 54 1990
Charlotte C. Weber Executive Officer of Live Oak Stud and Live Oak
Properties.
</TABLE>

4
<PAGE> 8

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information regarding beneficial ownership
as of September 22, 1997, of the Campbell's Capital Stock of each Director, the
Company's six most highly compensated Executive Officers 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
election of the individuals to defer previously earned compensation and pending
awards of restricted performance 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
Company required stock ownership for directors and executives.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
AGGREGATE NUMBER TOTAL NUMBER OF
OF SHARES CAMPBELL STOCK SHARES AND
NAME BENEFICIALLY OWNED(a) DEFERRED DEFERRED STOCK
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alva A. App 9,923(b) 8,854 18,777
- ----------------------------------------------------------------------------------------------------
Edmund M. Carpenter 9,597 4,165 13,762
- ----------------------------------------------------------------------------------------------------
Bennett Dorrance 52,350,272(c) 2,415 52,352,687
- ----------------------------------------------------------------------------------------------------
Thomas W. Field, Jr. 33,080 17,166 50,246
- ----------------------------------------------------------------------------------------------------
Kent B. Foster 190 3,714 3,904
- ----------------------------------------------------------------------------------------------------
Harvey Golub 4,175 3,303 7,478
- ----------------------------------------------------------------------------------------------------
David W. Johnson 1,222,293(d) 264 1,222,557
- ----------------------------------------------------------------------------------------------------
David K. P. Li 6,868 5,451 12,319
- ----------------------------------------------------------------------------------------------------
Philip E. Lippincott 11,800 3,836 15,636
- ----------------------------------------------------------------------------------------------------
Mary Alice Malone 54,119,028(e) 3,727 54,122,755
- ----------------------------------------------------------------------------------------------------
Dale F. Morrison 81,576 145,708 227,284
- ----------------------------------------------------------------------------------------------------
Charles H. Mott 60,894,022(f) 6,255 60,900,277
- ----------------------------------------------------------------------------------------------------
George M. Sherman 3,068 6,814 9,882
- ----------------------------------------------------------------------------------------------------
Donald M. Stewart 7,948 1,740 9,688
- ----------------------------------------------------------------------------------------------------
George Strawbridge, Jr. 8,200,296(g) 3,215 8,203,511
- ----------------------------------------------------------------------------------------------------
Charlotte C. Weber 22,142,720(h) 2,702 22,145,422
- ----------------------------------------------------------------------------------------------------
Basil L. Anderson 84,210 66,948 151,158
- ----------------------------------------------------------------------------------------------------
Robert F. Bernstock 227,812 68,439 296,251
- ----------------------------------------------------------------------------------------------------
John M. Coleman 138,874 21,416 160,290
- ----------------------------------------------------------------------------------------------------
Robert Subin 187,956 97,829 285,785
- ----------------------------------------------------------------------------------------------------
All directors and executive
officers (12) as a group 200,429,472 766,787 201,196,259
- ----------------------------------------------------------------------------------------------------
</TABLE>

(a) The shares shown include 1,313,723 shares of Capital Stock with respect to
which Directors and Executive Officers have a right, as of November 22,
1997, to acquire beneficial ownership because

5
<PAGE> 9

of vested stock options. All persons listed own less than 1% of the
company's outstanding shares of Capital Stock, except:

<TABLE>
<CAPTION>
% OF OUTSTANDING
SHARES
----------------
<S> <C>
Bennett Dorrance 11.4%
Mary Alice Malone 11.8%
Charles H. Mott 13.3%
George Strawbridge, Jr. 1.8%
Charlotte C. Weber 4.8%
</TABLE>

All Directors & Executive Officers (12 persons) as a group own 43.8% of
outstanding shares.

(b) Share ownership shown does not include 468 shares held by Alva App's wife,
as to which he disclaims beneficial ownership.

(c) Bennett Dorrance is a grandson of John T. Dorrance, the brother of Mary
Alice Malone, and a cousin of George Strawbridge and Charlotte C. Weber.
Share ownership shown does not include 306,944 shares held by the Estate of
his father, John T. Dorrance, Jr., of which he is an Executor, and as to
which shares he disclaims beneficial ownership. Does not include 491,188
shares held as guardian for one of his children nor 491,232 shares held as
trustee for one of his children, as to which shares he disclaims beneficial
ownership. Reference is also made to "Principal Shareowners." Does not
include 450,700 shares held by the Dorrance Family Foundation.

(d) Share ownership shown does not include 8,000 shares held by David Johnson's
spouse, as to which he disclaims beneficial ownership.

(e) Mary Alice Malone is a granddaughter of John T. Dorrance. Share ownership
shown does not include 306,944 shares held by the Estate of her father, John
T. Dorrance, Jr., of which she is an Executor and as to which shares she
disclaims beneficial ownership. Does not include 29,108 shares held by her
cousin as trustee of a trust for her children, as to which shares she
disclaims beneficial ownership. Reference is also made to "Principal
Shareowners."

(f) Share ownership shown for Charles Mott includes 60,870,900 shares held by
the Voting Trust over which he, as a Trustee, has shared voting power.
Reference is also made to "Principal Shareowners." In September 1990 the
Trustees of the Voting Trust requested the Company's Governance Committee to
nominate Charles Mott as a candidate for election as a director.

(g) George Strawbridge is a grandson of John T. Dorrance and a cousin of
Charlotte Weber. Share ownership shown does not include 12,702,800 shares
held by various trusts, of which he is a trustee, for the benefit of his
sister and her children, as to which shares he disclaims beneficial
ownership. Does not include 2,369,944 shares held by trusts for the benefit
of his descendants as to which shares he disclaims beneficial ownership.

(h) Charlotte Weber is a granddaughter of John T. Dorrance. Share ownership
shown includes 22,052,192 shares held by two trusts of which she is a
co-trustee and 81,928 shares held by a foundation of which she is also a
co-trustee, for all of which she has shared voting and dispositive power.

6
<PAGE> 10

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE STANDARDS

Campbell first published corporate governance standards in its proxy in
1992. The Board has reviewed and improved the standards annually.

1. The Board will operate in accordance with Campbell Requirements of
Directors (printed at page 9, below).

2. The Board will evaluate the performance of the CEO at least annually in
meetings of independent directors that are not attended by the CEO. See
"CEO Compensation and Evaluation," at page 13, below.

3. When the CEO also holds the position of Chairperson of the Board, the
Board will elect a non-executive Vice Chair (or a non-executive
director who is the Lead Director).

4. Every year the Board will review and approve a long-term strategic plan
and a one-year operating plan for the Company.

5. All directors will stand for election every year.

6. The Board believes that as a general rule, former Campbell executives
should not serve on the Board. In order to ensure smooth leadership
transition, the former CEO is serving as the non-executive Chairman of
the Board for a one-year period ending July 31, 1998.

7. The Audit, Compensation/Organization and Governance Committees will
consist entirely of independent directors. For this purpose,
"independent" means no present or former employment by the Company and
no significant financial or personal tie to the Company other than
share ownership and entitlement to director fees.

8. Committee members are appointed by the Board.

9. The Governance Committee will annually assess Board and Committee
effectiveness and report the results to shareowners in the proxy
statement. For the 1997 assessment, see "Board Evaluation," at page 8,
below.

10. Whenever feasible, directors will receive materials well in advance of
meetings for items to be acted upon.

11. Interlocking directorships will not be allowed, except with respect to
joint ventures. (An interlocking directorship would occur if a Campbell
officer served on the Board of Company X and an officer of Company X
served on the Campbell Board, or if a major supplier or customer served
on Campbell's Board.)

12. Directors are required to own at least 2,000 Campbell shares within one
year of election and 6,000 shares within three years of election.

13. Directors may not stand for reelection after age 70.

14. Succession planning and management development are reported annually by
the CEO to the Board.

15. All executives (approximately 300 persons) must buy and hold outright
(i.e., excluding options and restricted stock) Campbell stock valued at
one-half to seven times base salary, depending on their positions.
These requirements were recently changed to increase the level of
ownership for the top 70 executives.

16. Incentive compensation plans link pay directly and objectively to
measured financial goals set in advance by the Compensation Committee.
(See Compensation Committee Report at pages 10 to 12).

17. By express language in the shareowner-approved incentive plan, stock
options may not be repriced. The exercise price for options will not be
lowered even if the current market price of the stock is below the
exercise price.

18. The Company does not have a "poison pill" or other anti-takeover
devices because it believes that the way to remain independent is via
superior performance in building shareowner wealth.

19. All shareowners have equal voting rights.

20. These Corporate Governance Standards have been developed and approved
by the Board and are reviewed by the Board at least annually.

7
<PAGE> 11

BOARD EVALUATION

Every year since 1995, the Board's Governance Committee has led a process
to evaluate Board performance and effectiveness. In 1997, all directors
completed a Board Evaluation questionnaire addressing sixteen performance
standards. Each director entered a number grade from 1 to 5 and, in most cases,
written comments on each of the following sixteen standards.

1. The Board knows and understands the Company's vision, strategic
precepts, strategic plan and operating plan.

2. The Board reflects its understanding of the Company's vision, strategic
precepts, strategic plan and operating plan in its discussions and
actions on key issues throughout the year.

3. A high enough percentage of time is being devoted to in-depth strategic
business presentations and discussions.

4. Board meetings are conducted in a manner which ensures open
communication, meaningful participation, and timely resolution of
issues.

5. Advance Board materials contain the right amount of information.

6. Board members receive their materials sufficiently in advance of
meetings.

7. The Board reviews and adopts an annual operating budget and regularly
monitors performance against it throughout the year.

8. The Board regularly monitors the Company's income statement, balance
sheet and cash flow.

9. The Board reviews and adopts an annual capital budget and receives
regular written or oral reports of performance against it throughout
the year.

10. In tracking Company performance, the Board regularly considers the
performance of peer companies.

11. The Board regularly reviews the performance of the CEO.

12. The Board and/or the Compensation/Organization Committee regularly
reviews the performance and ethics of the senior officers.

13. The correlation between executive pay and Company performance is
regularly considered by the Board and/or the Compensation Committee.

14. The Board discharges its responsibilities in relation to CEO
succession.

15. The Board reviews succession plans for the CEO and senior management.

16. The trigger level for Board or Committee involvement in major business
policies and decisions is appropriate.

In July 1997, the Chairman of the Governance Committee presented a
synthesis of the assessments and recommendations to the full Board. The sense of
the Board was that its areas of greatest strength were:

1. connecting pay to performance;

2. consideration of performance of peers;

3. timeliness of advance materials;

4. participative and effective meetings;

5. setting and tracking against the annual operating plan; and

6. monitoring of the income statement, balance sheet and cash flow.

8
<PAGE> 12

The Board identified the following areas as the most promising ones upon
which to focus collective efforts for improvement:

1. reporting to the full board on performance evaluation and succession
planning for top management; and

2. monitoring of capital spending.

In 1995 explicit "Director Requirements," set forth below, were drafted,
approved by the Board and distributed to shareowners in order to declare clear
expectations regarding contributions of directors.

REQUIREMENTS OF MANAGEMENT AND DIRECTORS

<TABLE>
<CAPTION>
BOARD REQUIREMENTS CAMPBELL REQUIREMENTS
OF MANAGEMENT OF DIRECTORS
---------------------------------------- ----------------------------------------
<C> <S> <C> <C>
-- Develop strategies to deliver strong -- Act in the best interests of all
market franchises and build shareowner shareowners
wealth over the long term
-- Recommend appropriate strategic and -- Critique and approve strategic and
operating plans operating plans
-- Maintain effective control of operations -- Select, motivate, evaluate and
compensate the CEO
-- Measure performance against peers -- Good understanding of strategies and the
businesses
-- Strong, principled and ethical -- Review succession planning and
leadership management development
-- Assure sound succession planning and -- Advise and consult on key organizational
management development changes
-- Sound organizational structure -- Careful study of Board materials and
issues
-- Inform the Board regularly regarding the -- Active, objective and constructive
status of key initiatives participation at meetings of Board and
committees
-- No surprises -- Assistance in representing Campbell to
the outside world
-- Board meetings which are well-planned, -- Counsel on corporate issues
allow meaningful participation and
provide for timely resolution of issues
-- Advance Board materials which contain -- Good understanding of general economic
the right amount of information and are trends and corporate governance
received sufficiently in advance of
meetings
</TABLE>

In 1997, the Governance Committee designed a process under which each
director's individual performance is assessed annually in each of the following
areas:

-- Independence and Integrity
-- Knowledge and Expertise
-- Stature
-- Accountability and Decisiveness
-- Participation and Input
-- Preparation
-- Availability
-- Teamwork

GOVERNANCE COMMITTEE

<TABLE>
<S> <C>
George Strawbridge, Jr., Chair Kent B. Foster
Alva A. App Charles H. Mott
Bennett Dorrance
</TABLE>

9
<PAGE> 13

COMPENSATION OF EXECUTIVE OFFICERS

COMPENSATION AND ORGANIZATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION

M Highlights of Compensation

The Compensation and Organization Committee believes that Campbell has one
of the most demanding and shareowner-sensitive programs to motivate employees to
build wealth for shareowners. We also believe that this program has been an
important factor in the Company's superior earnings growth, margin improvement,
cash generation, and total return to shareowners over the period since 1990.

There are three unique and defining elements of Campbell's program:

(1) TIGHT LINK BETWEEN PAY AND MEASURED PERFORMANCE.

OBJECTIVITY. Our incentive payments are based on objective financial
performance measures designed to build shareowner wealth: sales,
earnings, returns and cash.

NO WINDFALLS. In the short term, holders of stock options may benefit
(or suffer) from stock market factors unrelated to their own
performance. We have therefore balanced our long-term incentives
between options and long-term performance-restricted stock (shares
that are automatically forfeited if tough performance hurdles are not
met or if an executive voluntarily resigns).

(2) EXECUTIVES WALK IN SHAREOWNERS' SHOES. Every executive must buy and
hold an ownership stake in the Company that is significant in
comparison with his or her salary. The requirements, which apply to the
top 300 executives worldwide, have recently been increased to the
following levels:

<TABLE>
<CAPTION>
MULTIPLE OF
ANNUAL
POSITION BASE SALARY
------------------------------------------------------------------------ -----------
<S> <C>
Chief Executive Officer................................................. 7x
Executive Vice President................................................ 5x
Senior Vice President................................................... 5x
Vice President.......................................................... 3x
Other Executives........................................................ .5x to 1x
</TABLE>

Performance-restricted shares and options (even vested options) are
NOT counted in calculating ownership. Performance-restricted shares of
Campbell stock make up a large portion of every executive's
compensation.

The final element of our commitment to have executives "walk in the
shareowners' shoes" is the prohibition of repricing of stock options.

(3) TOUGH TARGETS. Campbell's program emphasizes "stretch" and
risk-bearing in the following ways:

INDEPENDENT VALIDATION. All of Campbell's independent directors play
active roles in assessing the degree of "stretch" in management's
proposed performance goals -- and validate those goals externally.
Throughout the 1990s, the Board-approved annual operating plan has had
an earnings growth goal set before the beginning of each fiscal year
in the top quartile of growth rates for the Company's Performance Peer
Group as projected by the consensus of independent securities
analysts. That peer group currently consists of 15 food companies
including all of Campbell's key competitors.

HIGH PORTION AT RISK. For the executive officers listed on page 14,
the portion of pay that was at risk in fiscal 1997 ranged from 75% to
more than 90%.

HIGH LEVERAGE. Campbell's rewards and punishments are more highly
leveraged than those of peers. If a plan commitment is missed by 10%,
bonus payout is cut to half of the target, and if

10
<PAGE> 14

plan is missed by more than 10%, there is no bonus. If a business beats its plan
by 10%, the target bonus is doubled.

WINNING IS ONLY IN RELATIVITY. Performance relative to peers receives
great emphasis in Campbell compensation plans.

In the first place, peer performance is a key component in EVERY
incentive program: not only annual bonus, but long-term performance
plans. Even the amount that the Company contributes to match
employees' contributions to the Company Savings Plan depends on
whether or not earnings growth ranks in the top quartile of the
Performance Peer Group.

Second, Campbell has put a great deal of effort into ensuring a
correlation between performance relativity and pay relativity.
Salaries are set at the median for the Compensation Peer Group, the 32
consumer companies who are our main competitors in recruiting talent.
Bonuses are designed to bring total cash compensation into the top
quartile only if the operating plan commitment is delivered and
Earnings Per Share (EPS) growth, measured at the end of the year,
actually ranks in the top quartile of the Performance Peer Group.

M Calculation of Annual Bonus

The following methodology determined bonus payouts for fiscal 1997:

I. ACTIONS BEFORE THE START OF THE FISCAL YEAR

(1) A target bonus was set for each participating executive. This dollar
amount was based upon a percentage of the midpoint of the salary range
for the executive's job and was calculated to deliver median
compensation in comparison with the Compensation Peer Group.

(2) The Board of Directors reviewed and approved an Operating Plan which
set specific performance goals (which in 1997 were Cash Return on
Assets (CROA), net sales, earnings and reductions in working capital)
for the Company as a whole and separately for its major business units.

(3) The Compensation and Organization Committee determined that an
additional amount of up to 10% of target bonus should be paid if
performance goals for new product sales for the Company as a whole were
exceeded.

(4) The Compensation and Organization Committee determined what portion of
each executive's bonus would depend on Company results (a minimum of
20%) and what portion would depend on the results of a business unit.
For the CEO, 100% of bonus depended on total Company results.

II. ACTIONS AFTER THE END OF THE FISCAL YEAR

(1) Financial statements were prepared for the Company and each business
unit.

(2) For each business unit and the Company, CROA was calculated and
compared to the Board-determined threshold. Business units that do not
meet their Operating Plan CROA threshold are not eligible for any bonus
based on unit performance. In fiscal 1997, the Company met its CROA
threshold.

(3) Where the CROA threshold was satisfied, the major portion (60-70%) of
the bonus opportunity was determined by comparing earnings performance
to the Operating Plan earnings target. If the earnings threshold was
not met, no bonus was paid based on the unit's earnings. By the terms
of the incentive plan, extraordinary events such as major
restructurings and accounting changes are excluded. In fiscal 1997 the
Company's EPS exceeded the plan.

(4) Sales performance, representing a 20% portion of bonus opportunity (30%
for most business units), was compared to the Operating Plan sales
target. If the sales threshold was not met, the sales portion of the
target bonus was not paid. Above-plan sales performance could result in
above-target bonus payment only if the earnings threshold was also met.
In fiscal 1997, Company sales performance did not meet the plan.

11
<PAGE> 15

(5) Working capital levels, representing a 10% portion of bonus
opportunity, were compared to the goal for reduction of working capital
in the Operating Plan. If the working capital reduction threshold was
not met, no bonus was paid on account of working capital reduction. In
fiscal 1997, reduction of working capital levels met the plan
objective.

(6) New product sales, representing an additional amount of up to 10% of
bonus target, was compared to the goal for new product sales. If the
goal for new product sales was not exceeded, nothing was paid. In
fiscal 1997, new product sales exceeded the goal.

(7) Finally, Company earnings performance was compared to that of the
Performance Peer Group. By the terms of the program, if the Company
achieves its goal for EPS and the rate of annual growth in the
Company's EPS places it in the top quartile of the Performance Peer
Group, each bonus-eligible executive would receive an additional 30% of
his/her bonus target. For purposes of this "top quartile" calculation,
extraordinary events are excluded. Companies that ranked in the bottom
quartile in EPS growth in the prior fiscal year are excluded in the
calculation because the purpose of this component of bonus opportunity
is to motivate consistent peer-beating results and to provide
compensation in the top quartile of the Compensation Peer Group if top
quartile performance is achieved. In fiscal 1997, so measured, the
Company ranked in the top quartile of the Performance Peer Group and
this triggered a supplemental payment of 30% of bonus target.

M Long-Term Compensation (Restricted Performance Stock and Stock Options)

Half of executives' long-term compensation is delivered via restricted
performance shares. Grants are made every two years for overlapping three-year
performance periods. Eligibility for delivery of shares at the end of a
performance period depends on whether the Company meets the minimum CROA set by
the Board in the strategic plan for the performance period. The number of shares
actually delivered depends upon cumulative corporate EPS for the performance
period. If the Company satisfies its CROA threshold and delivers cumulative EPS
beyond the goal in the strategic plan, additional shares are awarded at time of
earnout, up to a maximum of 150% of target. For performance years 1996-1998, the
reward for top quartile EPS growth is an earnout of 30% of target (50% for
ranking #1 in the peer group) in addition to the earnout based strictly on
Campbell performance, for a maximum payout opportunity of 200% of target. For
performance years 1998-2000 the reward for top quartile EPS growth and top
quartile sales growth is an earnout of 50% of target, in addition to the earnout
based strictly on Campbell performance, for a maximum payout opportunity of 200%
of target.

The other half of value delivered to officers under the Long-Term Incentive
Plan is in the form of stock options, awarded annually.

The guidelines for restricted performance share and stock option grants to
executives are designed to deliver long-term compensation at the 75th percentile
when compared to the Compensation Peer Group. For the last seven fiscal years,
the Company's performance has consistently been in the top quartile of the
Performance Peer Group, as measured by annual growth in earnings.

M Policy on Deductibility of Compensation

Section 162(m) of the Internal Revenue Code limits the tax deduction to $1
million for compensation paid to the executive officers listed on page 14,
unless certain requirements are met. One requirement is that the Compensation
Committee consist entirely of outside directors as defined in the Internal
Revenue Code, and Campbell's Compensation Committee meets this requirement.
Another requirement is that compensation over $1 million must be based upon
Company attainment of performance goals approved by shareowners. The 1994
Long-Term Incentive Plan and the Management Worldwide Incentive Plan, which were
approved by shareowners in 1994 are designed to meet these requirements. Minimal
changes had to be made to these plans because the Company's incentive plans were
already designed to link pay to Company performance. The Company believes that
all compensation paid to the executive officers listed on page 14 in fiscal 1997
is fully deductible. The Company believes that compensation paid under the
Management Worldwide Incentive Plan and 1994 Long-Term Incentive Plan will
continue to be

12
<PAGE> 16

deductible. The Committee's present intention is to comply with the requirements
of Section 162(m) unless and until the Committee determines that compliance
would not be in the best interest of the Company and its shareowners.

M CEO Compensation and Evaluation

The determination of the Chief Executive Officer's salary, bonus and annual
grants of stock options and restricted performance shares followed the policies
and calculations set forth above for those components of all executives'
compensation.

David Johnson served as the Company's CEO for all of fiscal 1997, except
the last three weeks. David Johnson's compensation in the salary column of the
Table on page 14 consists of $958,333 for the period in which he was Chairman
and CEO and $31,250 for the period he was non-executive chairman in fiscal 1997.
Dale Morrison was elected President and CEO on July 15, 1997, at an annual
salary of $800,000 after consideration of independent survey data.

David Johnson's bonus for fiscal 1997 of $991,900 and Dale Morrison's of
$252,323 were determined entirely by the quantitative criteria set forth on
pages 10 and 12. The Committee's recommendations relating to David Johnson's and
Dale Morrison's compensation were approved by the Board.

The CEO evaluation process requires that every independent director
complete a written assessment of the CEO's performance based on a formal
position description for the job of CEO, which defines responsibilities in each
of the following areas:

-- Strategic Planning

-- Financial Results

-- Succession Planning

-- Communications/External Relations

-- Board Relations

-- Leadership/Human Resources

Input is also obtained from other constituents, including securities
analysts, customers, key executives, employees, and shareowners. The results are
summarized and the full text of a written evaluation is discussed and approved
by the Board. The Chair of the Compensation and Organization Committee presents
the ratings and evaluation comments in writing to the CEO who then responds to
the full Board. The next CEO evaluation will be conducted in the Spring of 1998.

COMPENSATION AND ORGANIZATION COMMITTEE

<TABLE>
<S> <C>
PHILIP E. LIPPINCOTT, CHAIR MARY ALICE MALONE
EDMUND M. CARPENTER GEORGE STRAWBRIDGE, JR.
THOMAS W. FIELD, JR. CHARLOTTE C. WEBER
HARVEY GOLUB
</TABLE>

COMPENSATION AND ORGANIZATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None.

13
<PAGE> 17

TABLE 1--SUMMARY COMPENSATION

The following table sets forth the cash compensation awarded, paid to, or
earned by the Company's Chief Executive Officer, the four other most highly paid
Executive Officers and the Chief Executive Officer who became the non-executive
Chairman in fiscal 1997.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM AWARDS
-----------------------------------------------------------
RESTRICTED SECURITIES
NAME AND FISCAL STOCK(1) UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS OPTIONS(#) COMPENSATION(2)

==================================================================================================================

<S> <C> <C> <C> <C> <C> <C>
DAVID W. JOHNSON(3) 1997 $989,583 $ 991,900 $1,249,550 200,000 $ 57,596
Chairman 1996 $987,500 $1,160,800 $ 0 440,000 $ 64,450
1995 $917,000 $1,287,917 $2,846,765 200,000 $ 66,147
- ------------------------------------------------------------------------------------------------------------------
DALE F. MORRISON(4) 1997 $362,500 $ 252,323 $4,890,488 200,000 $ 18,117
President and Chief 1996 $300,000 $ 245,754 0 47,500 $212,140
Executive Officer 1995 $ 56,250 0 $1,212,884 70,000 0
- ------------------------------------------------------------------------------------------------------------------
BASIL L. ANDERSON(5) 1997 $360,833 $ 301,680 $1,502,331 100,000 $ 12,088
Executive Vice President 1996 $116,667 $ 117,826 $ 948,959 200,000 0
and Chief Financial
Officer
- ------------------------------------------------------------------------------------------------------------------
ROBERT F. BERNSTOCK 1997 $336,875 $ 282,093 $1,880,144 100,000 $ 18,352
Executive Vice President. 1996 $304,167 $ 237,751 $ 181,236 91,200 $ 16,257
President -- U.S. Grocery 1995 $275,000 $ 228,800 $ 853,600 31,800 $ 15,114
- ------------------------------------------------------------------------------------------------------------------
JOHN M. COLEMAN 1997 $353,667 $ 239,473 $1,016,650 50,000 $ 17,348
Senior Vice President -- 1996 $333,667 $ 280,526 0 78,300 $ 18,425
Law and Public Affairs 1995 $314,200 $ 311,009 $ 613,406 39,750 $ 18,756
- ------------------------------------------------------------------------------------------------------------------
ROBERT SUBIN 1997 $325,833 $ 239,473 $ 996,550 17,550 $ 16,513
Senior Vice President -- 1996 $312,500 $ 280,526 0 69,600 $ 17,790
Global Sourcing & 1995 $300,000 $ 266,300 $ 588,653 31,800 $ 16,989
Engineering
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

- ------------------
1. Dollar values of stock awards are based on market price at time of grant.
With the exception of an initial award of time-lapse restricted shares to
Dale Morrison in 1995 as a necessary part of the recruitment package to make
him whole for forfeited stock options from his prior employer, earnouts of
stock awards listed in the above table depend on Company performance.
Delivery of performance restricted shares depends entirely upon attainment of
financial goals for cash return on assets and corporate earnings per share.
The aggregate number of restricted stock or restricted stock units held and
their value as of the end of the fiscal year for the executives were as
follows: David Johnson, 100,000 shares/$5,137,500; Dale Morrison 122,000
shares/$6,267,750; Basil Anderson, 57,800 shares/$2,969,475; Robert Bernstock
65,316 shares/$3,355,610; John Coleman, 36,400 shares/ $1,870,050; and Robert
Subin, 36,400 shares/$1,870,050. Regular quarterly dividends are paid on
restricted stock.

2. "All other compensation" consists of Company contributions or allocation to
savings plans (tax-qualified and supplemental).

3. David Johnson ceased to be President and CEO on July 15, 1997 and became the
non-executive Chairman of the Company.

4. Dale Morrison became President and CEO on July 15, 1997. He joined the
Company on June 19, 1995. In addition to contributions to savings plans of
$7,372, his other compensation in 1996 included a one time payment of
$150,000 to compensate him for forfeiture of his annual incentive bonus from
his prior employer and $54,768 for temporary living expenses and certain
other expenses reimbursable under Company executive benefit plans.

5. Basil Anderson joined the Company on April 1, 1996.

14
<PAGE> 18

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
TABLE 2 -- OPTION GRANTS IN LAST FISCAL YEAR
- -----------------------------------------------------------------------------------------------------------------
GRANT DATE
INDIVIDUAL GRANTS VALUE(1)
- -----------------------------------------------------------------------------------------------------------------
% OF
TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED
UNDERLYING TO EXERCISE GRANT
OPTIONS EMPLOYEES OR BASE DATE
GRANTED(2) IN FISCAL PRICE EXPIRATION PRESENT
NAME (#) YEAR ($/SH) DATE VALUE ($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David W. Johnson 200,000 7.6% $48.31 6/26/07 $3,130,000
- -----------------------------------------------------------------------------------------------------------------

Dale F. Morrison 200,000 7.6% $48.31 6/26/07 $3,130,000
- -----------------------------------------------------------------------------------------------------------------

Basil L. Anderson 100,000 3.8% $48.31 6/26/07 $1,565,000
- -----------------------------------------------------------------------------------------------------------------

Robert F. Bernstock 100,000 3.8% $48.31 6/26/07 $1,565,000
- -----------------------------------------------------------------------------------------------------------------

John M. Coleman 50,000 1.9% $48.31 6/26/07 $ 782,500
- -----------------------------------------------------------------------------------------------------------------

Robert Subin 17,550 0.7% $48.31 6/26/07 $ 274,658
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

- ------------------
(1) In accordance with Securities and Exchange Commission rules, the
Black-Scholes option pricing model was chosen to estimate the grant date
present value of the options set forth in this table. The Company's use of
this model should not be construed as an endorsement of its accuracy at
valuing options. All stock option models require a prediction about the
future movement of the stock price. The following assumptions were made for
purposes of calculating Grant Date Present Value: option term of 10 years,
volatility of 17.5% (calculated monthly over the three preceding calendar
years), dividend yield of 1.9%, forfeiture risk rate of 9%, and interest
rate of 6.8% (ten year Treasury note rate at January 2, 1997). The real
value of the options in this table depends upon the actual performance of
the Company's stock during the applicable period and upon when they are
exercised.

(2) Options have a ten-year term and vest cumulatively over three years at the
rate of 30%, 60%, 100% respectively on the first three anniversaries
following the date of grant. All options vest immediately in the event of a
Change in Control.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
TABLE 3 -- AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
- -----------------------------------------------------------------------------------------------------------------
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
NUMBER OF IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT FY-END ($)(2)
FY-END (#)
--------------------------------------------------
SHARES
SHARES VALUE
ACQUIRED ON REALIZED EXER- UNEXER- EXER- UNEXER-
NAME EXERCISE (#) ($)(1) CISABLE CISABLE CISABLE CISABLE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David W. Johnson 0 0 965,600 588,000 $30,208,086 $7,885,067
- -----------------------------------------------------------------------------------------------------------------

Dale F. Morrison 0 0 56,250 261,250 $ 1,362,156 $1,916,186
- -----------------------------------------------------------------------------------------------------------------

Basil L. Anderson 0 0 60,000 240,000 $ 1,155,556 $3,002,546
- -----------------------------------------------------------------------------------------------------------------

Robert F. Bernstock 4,000 $ 156,437 176,940 176,560 $ 5,585,409 $1,710,231
- -----------------------------------------------------------------------------------------------------------------

John M. Coleman 21,000 $1,206,843 145,040 120,710 $ 4,193,641 $1,491,865
- -----------------------------------------------------------------------------------------------------------------

Robert Subin 3,031 $ 212,833 159,720 78,940 $ 5,002,432 $1,205,735
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

- ------------------
(1) Value realized equals pretax market value of the stock on date of exercise,
less the exercise price, times the number of shares acquired. Shares may be
used to pay withholding taxes.

(2) Value of unexercised options equals fair market value of a share into which
the option could have been converted at August 3, 1997 (market price
$51.375), less exercise price, times the number of options outstanding.

15
<PAGE> 19

RETURN TO SHAREOWNERS* PERFORMANCE GRAPH AND BAR CHART

The following graph compares the cumulative total Shareowner return on the
Company's Capital Stock with the cumulative total return of the Standard &
Poor's Food Index (the "S&P Food Group") and the Standard & Poor's 500 Stock
Index (the "S&P 500"). Also shown below are the related compound annual growth
rates (CAGR). The graph assumes that $100 was invested on August 3, 1992 in each
of Campbell stock, the S&P Food Group and the S&P 500, and that all dividends
were reinvested.

<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) S&P 500 S&P FOOD GROUP CAMPBELL
<S> <C> <C> <C>
1992 100 100 100
1993 109 90 97
1994 114 97 103
1995 144 124 133
1996 166 142 195
1997(8/1/97) 252 213 303
</TABLE>

The following bar charts compare the one year, three year and five year
compound annual growth rates for total shareowner return on the Company's
Capital Stock with the S&P Food Group and S&P 500.

<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) CAMPBELL S&P FOOD S&P 500
<S> <C> <C> <C>
1 YEAR 55.9 49.5 51.9
3 YEARS 43.6 30.2 30.3
5 YEARS 24.8 16.3 20.3
</TABLE>

16
<PAGE> 20

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 pension plans.

<TABLE>
<CAPTION>
AVERAGE
COMPENSATION
IN HIGHEST ESTIMATED ANNUAL PENSIONS
5 YEARS OF YEARS OF SERVICE
LAST 10 YEARS OF ------------------------------------------------------------------
EMPLOYMENT 20 25 30 35 40
- ---------------- -------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 600,000 $177,070 $221,337 $ 265,604 $ 280,604 $ 295,604
800,000 237,070 296,337 355,604 375,604 395,604
1,000,000 297,070 371,337 445,604 470,604 495,604
1,200,000 357,070 446,337 535,604 565,604 595,604
1,400,000 417,070 521,337 625,604 660,604 695,604
1,600,000 477,070 596,337 715,604 755,604 795,604
1,800,000 537,070 671,337 805,604 850,604 895,604
2,000,000 597,070 746,337 895,604 945,604 995,604
2,200,000 657,070 821,337 985,604 1,040,604 1,095,604
2,400,000 717,070 896,337 1,075,604 1,135,604 1,195,604
</TABLE>

Compensation covered for executive officers named in the table on page 14
is the same as the total salary and bonus shown in that table. These estimated
amounts assume retirement at age 65 (normal retirement age) 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
years of service set forth below for the executive officers named in the table
on page 14 include additional years of service pursuant to supplemental pension
arrangements designed to attract executives from other employers in the middle
of their careers. 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.
Mr. Johnson has been credited with 30 years of service and is entitled to
receive an additional annual pension benefit that is estimated to be
approximately 14% higher than the benefit payable under the pension plans as set
forth above. In addition, Mr. Johnson's benefit will be a "100% joint and
survivor annuity," which means that the same amount will be paid to his spouse
if she survives him. As of the end of fiscal 1997, the full years of accrued
service under the pension plans for the five individuals other than David
Johnson named in the compensation table on page 14 were as follows: Dale
Morrison -- 5 years; Basil Anderson -- 3 years; Robert Bernstock -- 20 years;
John Coleman -- 15 years; and Robert Subin -- 28 years.

TERMINATION ARRANGEMENTS

The Company has entered into Special Severance Protection Agreements
("Special Severance Agreements") with all five of the current executive officers
named on page 14 as well as certain other executive officers. The Special
Severance Agreements provide severance pay and continuation of certain benefits
should a Change in Control occur. Entry into the Agreements was unanimously
approved by the independent members of the Board of Directors. In order to
receive benefits under the Special Severance Agreements, the executive's
employment must be terminated involuntarily, without cause, whether actual or
"constructive", within two years following a Change in Control.

17
<PAGE> 21

Generally, a "Change in Control" will be deemed to have occurred in any of
the following circumstances:

<TABLE>
<C> <S>
(i) the acquisition of 25% or more of the outstanding voting stock of the Company by
any person or entity, with certain exceptions for Dorrance family members;
(ii) the persons serving as directors of the Company as of January 25, 1990, and those
replacements or additions subsequently approved by a two-thirds vote of the
Board, cease to make up at least two-thirds of the Board;
(iii) a merger, consolidation or share exchange in which the shareowners of the Company
prior to the merger wind up owning 80% or less of the surviving corporation; or
(iv) a complete liquidation or dissolution of the Company or disposition of all or
substantially all of the assets of the Company.
</TABLE>

Under the Special Severance Agreements, 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 65th birthday, if earlier.

Upon a Change in Control, (a) all options outstanding on the date of such
Change in Control 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 (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 Management
Worldwide 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 regardless of
whether or not the Company has paid any cash dividend in the fiscal year.

18
<PAGE> 22

BOARD COMMITTEES

The Company has Audit, Compensation and Organization, Executive, Finance
and Corporate Development, Governance, and Retirement Committees of its Board of
Directors. Membership as of the record date was as follows:

<TABLE>
<CAPTION>
COMPENSATION
AUDIT AND ORGANIZATION EXECUTIVE
- ---------------------- --------------------------- --------------------
<S> <C> <C>
G.M. Sherman, Chair P.E. Lippincott, Chair D.W. Johnson, Chair
H. Golub E.M. Carpenter A.A. App
M.A. Malone T.W. Field, Jr. B. Dorrance
D.M. Stewart H. Golub T.W. Field, Jr.
C.C. Weber M.A. Malone P.E. Lippincott
G. Strawbridge, Jr. D. F. Morrison
C.C. Weber G. Strawbridge, Jr.
</TABLE>

<TABLE>
<CAPTION>
FINANCE AND
CORPORATE DEVELOPMENT GOVERNANCE RETIREMENT
- ---------------------- --------------------------- -----------------------
<S> <C> <C>
C.H. Mott, Co-Chair G. Strawbridge, Jr., Chair T.W. Field, Jr., Chair
B. Dorrance, Co-Chair A.A. App A.A. App
D.K.P. Li B. Dorrance E.M. Carpenter
P.E. Lippincott K.B. Foster K.B. Foster
D. F. Morrison C.H. Mott C.H. Mott
G.M. Sherman
D.M. Stewart
</TABLE>

AUDIT COMMITTEE 3 meetings in fiscal 1997

-- Recommends the appointment of the Company's independent accountants;

-- Reviews the scope and results of the audit plans of the independent
accountants and the internal auditors;

-- Oversees the scope and adequacy of the Company's internal accounting
control and record-keeping systems;

-- Reviews the objectivity, effectiveness and resources of the internal
audit function which reports directly to the Committee;

-- Confers independently with the internal auditors and the independent
accountants;

-- Reviews non-audit services to be performed by the independent
accountants; and

-- Determines the appropriateness of fees for audit and non-audit services
performed by the independent accountants.

COMPENSATION AND ORGANIZATION COMMITTEE 7 meetings in fiscal 1997

-- Reviews and recommends to the Board salary and incentive compensation,
including bonus, stock options and restricted stock, for the Chief
Executive Officer;

-- Reviews and approves the salaries and incentive compensation for all
corporate officers and senior executives;

-- Reviews and approves the short-term and long-term incentive compensation
programs, including the performance goals;

-- Reviews the salary structure and the apportionment of compensation among
salary and short-term and long-term incentive compensation;

-- Reviews and approves the incentive compensation to be allocated to
employees; and

-- Reviews, prior to becoming effective, any major organization change that
the Chief Executive Officer intends to implement.

19
<PAGE> 23

EXECUTIVE COMMITTEE No meetings in fiscal 1997

-- Exercises all the powers of the Board when the Board is not in session,
except as otherwise provided by New Jersey law.

FINANCE AND CORPORATE DEVELOPMENT 7 meetings in fiscal 1997

Reviews and makes recommendations to the Board regarding:

-- All issuances, sales or repurchases of equity and long-term debt;

-- Changes in the Company's capital structure;

-- The capital expenditure program; and

-- Acquisitions, divestitures, joint ventures, partnerships or combination
of business interests.

GOVERNANCE COMMITTEE 5 meetings in fiscal 1997

Reviews and makes recommendations to the Board regarding:

-- The organization and structure of the Board;

-- Qualifications for director candidates;

-- Candidates for election to the Board;

-- Candidate for the position of Chairperson of the Board; and

-- The role and effectiveness of the Board and each Committee in the
Company's corporate governance process.

The Governance Committee seeks potential nominees for Board membership in
various ways and will consider suggestions submitted by shareowners. Such
suggestions, together with appropriate biographical information, should be
submitted to the Corporate Secretary of the Company.

RETIREMENT COMMITTEE 2 meetings in fiscal 1997

-- Oversees policies and practices relating to the Company's retirement
and pension plans;

-- Monitors the administration of the Company's retirement and pension
plans;

-- Reviews and submits recommendations to the Board regarding proposed
appointments to the Administrative Committee of the pension plans; and

-- Reviews and submits recommendations to the Board concerning any
proposed amendments to the Company's retirement and pension plans;

Actions taken by any of the foregoing committees are reported to the Board,
usually at its next meeting.

DIRECTOR ATTENDANCE

During fiscal 1997 (ended August 3), the Board of Directors met 14 times,
eight regular and six special meetings. Directors meet their responsibilities
not only by attending Board and Committee meetings but also through
communication with the Chairman and 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, except Donald Stewart who attended 71%.

20
<PAGE> 24

DIRECTOR COMPENSATION

The following table displays all components of director compensation:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COMPENSATION
- ----------------------------------------------------------------------------------------------
<S> <C>
Annual Board Retainer* 2,400 shares of Campbell stock
- ----------------------------------------------------------------------------------------------
Annual Option Grant** 2,000 options
- ----------------------------------------------------------------------------------------------
Annual Retainer for Committee Chair $4,000
- ----------------------------------------------------------------------------------------------
Board Attendance Fee (per meeting) $1,250
- ----------------------------------------------------------------------------------------------
Committee Attendance Fee (per meeting) $1,000
- ----------------------------------------------------------------------------------------------
</TABLE>

- ------------------
* Campbell shares are issued and options are granted to each director on
January 1 of each year.
** Options granted on January 1, 1997, had an exercise price of $39.69. Options
are granted at the market price on the grant date and may not be repriced.

Bennett Dorrance who was Vice Chairman in fiscal 1997 received an
additional $25,000 in cash and Philip Lippincott received $25,000 in cash for
his work as Chairman of the special Succession Committee in fiscal 1997.
Directors have the option to elect to receive Campbell stock instead of any cash
payments and to defer all or a portion of compensation. Dale Morrison received
no remuneration for service as a Director. Directors are reimbursed for actual
travel costs.

BENEFITS

Pursuant to the Guidelines of the National Association of Corporate
Directors, the Company does not provide pensions, medical benefits, or other
benefit programs to directors.

ITEM 2

RATIFICATION OF APPOINTMENT OF AUDITORS

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 Board, upon the recommendation of its Audit
Committee, reappointing the firm of Price Waterhouse LLP ("Price Waterhouse")
Certified Public Accountants, as independent accountants to make an audit of the
accounts of the Company for fiscal 1998. Price Waterhouse has audited the
Company's books for many years. The names of the Directors serving on the Audit
Committee are indicated on page 19, under the heading "Board Committees and
Meeting Attendance". The vote required for ratification is a majority of shares
voting. If the resolution is rejected, or if Price Waterhouse declines to act or
becomes incapable of acting, or if their employment is discontinued, the Board
will appoint other accountants whose continued employment after the 1998 Annual
Meeting of the Shareowners will be subject to ratification by the Shareowners.

Representatives of Price Waterhouse will be at the 1997 Annual Meeting to
make a statement if they desire to do so and to answer questions.

For fiscal 1997 Price Waterhouse also examined the separate financial
statements of certain of the Company's foreign subsidiaries and provided other
audit services to the Company in connection with Securities and Exchange
Commission filings, review of periodic financial statements and audits of
certain employee benefit plans.

21
<PAGE> 25

ITEM 3

SHAREOWNER PROPOSAL CONCERNING PROXY FORMAT

An individual shareholder, whose name and address and number of shares held
will be furnished by the Company promptly upon receipt of any request therefor,
has notified the Company that the shareowner intends to introduce the following
proposal. The text of the proposal and the supporting statement are set forth
below. The Board of Directors opposes the proposal. The vote required for
approval would be a majority of the votes cast on this proposal.

"RESOLVED, That the shareholders recommend that the Board take the
necessary step that Campbell Soup specifically identify by name and corporate
title in all future proxy statements those executive officers, not otherwise so
identified, who are contractually entitled to receive in excess of $250,000
annually as a base salary, together with whatever other additional compensation
bonuses and other cash payments were due them."

The shareowner has submitted the following reasons in support of the
proposal:

"REASONS: In support of such proposed Resolution it is clear that the
shareholders have a right to comprehensively evaluate the management in the
manner in which the Corporation is being operated and its resources utilized. At
present only a few of the most senior executive officers are so identified, and
not the many other senior executive officers who should contribute to the
ultimate success of the Corporation. Through such additional identification the
shareholders will then be provided an opportunity to better evaluate the
soundness and efficacy of the overall management."

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL

This proposal has been previously submitted to a number of companies
including Campbell via form letter without regard to their performance or their
track records in corporate governance. It has been overwhelmingly rejected
whenever it has been presented. When presented here in 1990 (with a $100,000
trigger), it garnered so few votes that it was prohibited from inclusion in our
proxy for three years. The additional information would add nothing to the
Company's current disclosures for compensation, would needlessly hamper the
retention of top talent, and would serve no useful purpose. The Securities and
Exchange Commission ("SEC") has adopted a comprehensive set of rules governing
disclosure of executive compensation which apply to all public companies. In
accordance with SEC rules, the Company identifies the five most highly
compensated executive officers of the Company, along with details of their
compensation (see page 14), and explains its executive compensation policies and
practices (see pages 10 to 13). Compensation of executives is the responsibility
of Campbell's Board of Directors, which takes this responsibility with the
utmost seriousness. The Compensation Committee, which is comprised solely of
independent directors (see page 7 for definition), approves the annual
compensation of all corporate officers as well as that of other employees whose
base salary is above a certain level and approves the design of the incentive
compensation programs. In conjunction with the Compensation Committee's scrutiny
of salaries the Committee also reviews performance and effectiveness. Campbell
consistently leads American industry in proxy disclosures, including those
relating to executive compensation.

SUBMISSION OF SHAREOWNER PROPOSALS

Under the rules of the Securities and Exchange Commission now in effect,
shareowner proposals intended for inclusion in next year's Proxy Statement must
be directed to the Corporate Secretary at Campbell Place, Camden, New Jersey
08103-1799, and must be received by June 15, 1998.

22
<PAGE> 26

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

At the close of business on September 22, 1997, the record date for the
meeting, there were outstanding and entitled to vote 457,530,587 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 Capital Stock as of the record date for the meeting follows:

<TABLE>
<CAPTION>
PERCENT OF
AMOUNT/NATURE OF OUTSTANDING
NAME/ADDRESS BENEFICIAL OWNERSHIP STOCK
- ------------------------------------------------------ -------------------- -----------
<S> <C> <C>
Bennett Dorrance...................................... 52,350,272 Note (1) 11.4%
DMB Associates,
4201 North 24th Street,
Suite 120
Phoenix, AZ 85016
Mary Alice Malone..................................... 54,119,028 Note (2) 11.8%
Iron Spring
Farm, R.D. #3,
Coatesville, PA 19320
Dorrance H. Hamilton, Charles H. Mott and
John A. van Beuren, Voting Trustees under the Major,
Stockholders' Voting Trust dated as of June 2, 1990
("Voting Trust") and related persons,................. 62,880,525 Note (3) 13.7%
P. O. Box 4098
Middletown, RI 02842
Note (4)
</TABLE>

- ---------------
(1) A director nominee. See note (c) on page 6.

(2) A director nominee. See note (e) on page 6.

(3) Charles Mott is a director nominee. See note (f) on page 6. Includes
60,870,900 shares (13.3% of the outstanding shares) held by the Voting
Trustees with sole voting power and 2,009,625 shares held by participants
outside the Voting Trust or by persons related to them, for a total of
62,880,525 shares (13.7% of the outstanding shares). Includes 27,902,700
shares (6.1% of the outstanding shares) with sole dispositive power and
2,393,360 shares with shared dispositive power held by Dorrance H. Hamilton,
200 Eagle Road, Suite 316, Wayne, PA 19087. Also includes 2,393,360 shares
with shared dispositive power held with Samuel M. V. Hamilton, Dorrance
Hamilton's husband. In addition Mr. Hamilton holds 2,468,916 shares with
shared dispositive power. Also includes 13,476,788 shares with sole
dispositive power and 987,568 shares with shared dispositive power held by
Hope H. van Beuren, wife of John A. van Beuren, P. O. Box 4098, Middletown,
RI 02842. John van Beuren also has shared dispositive power over the same
987,568 shares, and holds 13,440,000 shares with sole dispositive power.
Also includes 2,010,768 shares held by John van Beuren with shared
dispositive power. Participants in the Voting Trust have certain rights to
withdraw shares deposited with the Voting Trustees including the right to
withdraw these shares prior to any annual or special meeting of the
Company's shareowners. Dispositive power as used above means the power to
direct the sale of the shares; in some cases it does not include the power
to direct how the proceeds of sale can be used. The Voting Trust was formed
by certain descendants (and spouses, fiduciaries and a related foundation)
of the late John T. Dorrance. The participants have indicated that they
formed the Voting Trust as a vehicle for acting together as to matters which
may arise affecting the Company's business, in order to obtain their
objective of maximizing the value of their shares.

23
<PAGE> 27

The Trustees will act for participants in communications with the Company's
Board of Directors. Participants believe the Voting Trust may also
facilitate communications between the Board and the participants.

(4) Under the Voting Trust Agreement, all shares held by the Voting Trust will
be voted by the Trustees whose decision must be approved by at least two
Trustees if there are three Trustees then acting. In the event of a
disagreement among the Trustees designated by the family groups
participating in the Voting Trust, the shares of the minority may be
withdrawn. The Voting Trust continues for ten years from June 2, 1990,
unless it is sooner terminated or extended.

The foregoing information relating to 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.

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 August 3, 1997, 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 best
judgment.

PROXIES AND VOTING AT THE MEETING

This statement and the accompanying proxy card are being mailed beginning
approximately on October 10, 1997, 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 20, 1997. The mailing address of the Company's World
Headquarters is 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 request and forward copies of the proxy solicitation material to
beneficial owners and seek authority for execution of proxies, and the Company
will reimburse them for their expenses in so doing at the rates approved by the
New York Stock Exchange.

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 which
represents all shares. If the account information is different, then the
participants will receive separate proxies.

Shareowners are urged to specify their choices by marking the appropriate
boxes on the enclosed proxy card. If a proxy card is dated, signed and returned
without specifying choices, the shares will be

24
<PAGE> 28

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).

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. 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.

INFORMATION ABOUT ATTENDING THE MEETING

The Annual Meeting of Shareowners will be held this year at The Highlands,
Laurinburg, North Carolina. A map showing the meeting location appears at the
back of this booklet.

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 (609) 342-6122, FAX (609)
342-3889, OR WRITE TO THE OFFICE OF THE CORPORATE SECRETARY AT CAMPBELL PLACE,
CAMDEN, NJ, 08103-1799 TO REQUEST A TICKET BEFORE NOVEMBER 6, 1997. OTHERWISE
YOU MUST BRING PROOF OF OWNERSHIP (E.G. BROKER'S STATEMENT) IN ORDER TO BE
ADMITTED DURING THE DAY OF THE MEETING.

We cannot issue admission tickets to guests of Shareowners because there is
only enough seating capacity for Shareowners who attend the meeting. Please note
that the doors to the meeting room at The Highlands, in Laurinburg, North
Carolina, will not be open for admission until 10:00 a.m.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING.
PLEASE FILL OUT, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD AS SOON AS
POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.

By order of the Board of Directors,
/s/ JOHN J. FUREY
John J. Furey
Corporate Secretary
Camden, New Jersey
October 10, 1997

NOTE: Shareowners may receive a copy of the Company's annual Form 10-K
report, without charge, by writing to Investor Relations, Campbell Soup Company,
Campbell Place, Camden, NJ 08103-1799 or by calling 609-342-4800, extension
2114.

25
<PAGE> 29

[MAP]
DIRECTIONS TO THE HIGHLANDS

17160 Plant Road
Laurinburg, North Carolina 28352

FROM CHARLOTTE AIRPORT:

Exit Airport -- Take a left at first
stoplight. Go to stop sign and make a
right and come to a stoplight. Take a
right onto US 74 East (Wilkenson
Blvd.). Stay on 74 East to Laurinburg.
In Laurinburg take business route
15/401/501 North. Go approx. 4 miles
to junction 15/401/501. Get on ramp to
US 15-501. Go North on US 15-501
approx. 3/4 mile and turn left onto
Plant Road. The Highlands is on the
left.

FROM RALEIGH AIRPORT:

Exit Airport -- Go to Interstate 40. Take I-40 to US 1 South. Take US 1 South to
Aberdeen. Just South of Aberdeen turn left onto US 15-501 South. Just after
Laurinburg city limits turn right onto Plant Road. The Highlands is on the left.

FROM FAYETTEVILLE AIRPORT:

Exit Airport onto Business 95 North. Turn left onto All-American Freeway headed
West. Get on US 401 South heading to Raeford (Raeford Road). Go to Laurinburg.
In Laurinburg get on US 15-501 North. Plant Road will be approx. 3/4 mile on
left. The Highlands is on the left.

26
<PAGE> 30
[CAMPBELL SOUP COMPANY LOGO]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING ON NOVEMBER 20, 1997

P The undersigned hereby appoints David W. Johnson, or, in his absence, Dale F.
Morrison, or, in the absence of both of them, John M. Coleman, and each or
any of them, proxies with full power of substitution in each, to vote all
R shares the undersigned is entitled to vote, including any shares held under
the Dividend Reinvestment Plan, at the Annual Meeting of Shareowners of
Campbell Soup Company to be held at The Highlands, 17160 Plant Road,
O Laurinburg, North Carolina, at 11:00 a.m. and at any adjournments thereof, on
all matters coming before the meeting, including the proposals referred to on
the reverse side hereof. If the undersigned is a participant in one of the
X Campbell Soup Company Savings and 401(k) Plans or in the Campbell Soup
Company Ltd Employee Savings and Stock Bonus Plan (any of such plans, a
"Savings Plan"), then the undersigned hereby directs the respective trustee
Y of the applicable Savings Plan to vote all shares of Campbell Soup Company
Capital Stock in the undersigned's Savings Plan account at the aforesaid
Annual Meeting and at any adjournments thereof, on all matters coming before
the meeting, including the proposals referred to on the reverse side hereof.

1. ELECTION OF DIRECTORS

Nominees: Alva A. App, Edmund M. Carpenter, Bennett Dorrance, Thomas W. Field,
Jr., Kent B. Foster, Harvey Golub, David W. Johnson, David K.P. Li, Philip E.
Lippincott, Mary Alice Malone, Dale F. Morrison, Charles H. Mott, George M.
Sherman, Donald M. Stewart, George Strawbridge, Jr. and Charlotte C. Weber.
Directors recommend a vote FOR

(Change of Address/Comments)

- -----------------------------------

- -----------------------------------
(If you have written in the above space, please mark the corresponding box on
the reverse side of this card)

TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS JUST SIGN THE
REVERSE SIDE; NO BOXES NEED TO BE MARKED. PLEASE RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

CAMPBELL SOUP COMPANY
ANNUAL MEETING OF SHAREOWNERS
NOVEMBER 20, 1997
11:00 A.M.
THE HIGHLANDS
17160 PLANT ROAD
LAURINBURG, NORTH CAROLINA

SEE REVERSE SIDE
<PAGE> 31
[x] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE. 6795

YOUR SHARES WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS (OR, IN THE
CASE OF SHARES HELD IN A SAVINGS PLAN, WILL BE VOTED AT THE DISCRETION OF THE
TRUSTEE) UNLESS YOU OTHERWISE INDICATE IN WHICH CASE THEY WILL BE VOTED AS
MARKED.

THE BOARD RECOMMENDS A VOTE FOR ITEMS 1 AND 2.

FOR ALL NOMINEES, EXCEPT THOSE LISTED BELOW WITHHELD FROM ALL NOMINEES

1. Election of
Directors [ ]
(see reverse) [ ]

FOR, except vote withheld from the following nominee(s):

- --------------------------------------------------------

2. Ratification of Appointment of Auditors

FOR [ ]
AGAINST [ ]
ABSTAIN [ ]

3. Shareowner Proposal Concerning Proxy Format

FOR [ ]
AGAINST [ ]
ABSTAIN [ ]

Mark this box to obtain a ticket of admission to the meeting. [ ]

Change of address: Mark this box and see the reverse side. [ ]

NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH SIGN.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE AS SUCH.

- ---------------------------

- ---------------------------
SIGNATURE(S) DATE

- -------------------------------------------------------------------------------
FOLD AND DETACH HERE

[MAP]

DIRECTIONS TO THE HIGHLANDS
17160 Plant Road
Laurinburg, North Carolina 28352

FROM CHARLOTTE AIRPORT:

Exit Airport -- Take a left at first stoplight. Go to
stop sign and make a right and come to a stoplight. Take a right onto US 74 East
(Wilkenson Blvd.). Stay on 74 East to Laurinburg. In Laurinburg take business
route 15/401/501 North. Go approx. 4 miles to junction 15/401/501. Get on ramp
to US 15-501. Go North on US 15-501 approx. 3/4 mile and turn left onto Plant
Road. The Highlands is on the left.

FROM RALEIGH AIRPORT:

FROM FAYETTEVILLE AIRPORT: