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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES EXCHANGE ACT OF 1933
CAMPBELL SOUP COMPANY
(Exact Name of Issuer As Specified in Its Charter)
NEW JERSEY 21-0419870
State of Incorporation I.R.S. Employer Identification No.
CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799
Principal Executive Offices
CAMPBELL SOUP COMPANY
SAVINGS AND 401(K) PLAN FOR HOURLY-PAID EMPLOYEES
(FULL TITLE OF THE PLAN)
JOHN M. COLEMAN
SENIOR VICE PRESIDENT - LAW AND PUBLIC AFFAIRS
CAMPBELL SOUP COMPANY
CAMPBELL PLACE, CAMDEN, NEW JERSEY 08103-1799
Name and address of agent for service
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (609) 342-4800
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount Maximum Maximum
to be Registered to be Offering Price Aggregate Offering Amount of
Registered (1) per Share (2) Price(2) Registration Fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Stock 1,500,000 Shares $89.94 $134,910,000 $40,881.82
($.075 par value)
- -----------------------------------------------------------------------------------------------------
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(1) Represents maximum aggregate number of shares of Capital Stock issuable
under the Plan that are covered by this Registration Statement pursuant to Rule
457(h). This amount represents Registrant's estimate of contributions for the
next 7 years of operation of the Plan.
(2) The amounts are based upon the average of the high and low sale prices for
the Capital Stock as reported on the New York Stock Exchange on February 27,
1997, and are used solely for the purpose of calculating the registration fee in
accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act of
1933.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit Plan described herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will be
sent or given to employees eligible to participate in the Campbell Soup Company
Savings and 401(k) Plan for Hourly-Paid Employees ( the "Plan") as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended. Those documents and
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant incorporates by reference into the Registration
Statement the documents listed below:
(a) Registrant's annual report on Form 10-K for the fiscal year ended
July 28, 1996, and the Plan's annual report on Form 11-K filed pursuant to
Section 15(d) of the Exchange Act for the Plan Year Ended December 31, 1995;
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since July 28, 1996;
(c) The description of the Capital Stock contained in Campbell's
Registration Statement dated November 16, 1954, filed under the Securities
Registration Act of 1933, including any amendment or report filed for the
purpose of updating such description;
(d) The contents of the Registrant's Registration Statement on Form
S-8, Securities and Exchange Commission File No. 33-26444, for the Campbell Soup
Company Savings and 401(k) Plan for Hourly-Paid Employees
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Campbell Soup Company Capital Stock is registered under Section 12 of
the Exchange Act.
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Item 5. Interest of Named Experts
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 14A:3-5 of the New Jersey Business Corporation Act requires a
corporation to indemnify a director, officer or employee for expenses to the
extent that he or she has been successful in any legal proceeding involving that
individual by reason of his or her having served as a "corporate agent" as
defined in the statute. It permits a corporation to indemnify for expenses and
liabilities irrespective of the outcome, as follows: (i) in a civil proceeding,
other than by or in the right of the corporation, if the individual acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation; and (ii) in a criminal proceeding, if the
individual had no reasonable cause to believe his or her conduct was unlawful.
In civil proceedings, by or in the right of the corporation, the law also
enables a corporation to provide indemnification for expenses if the individual
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation. If the individual has been found
liable to the corporation for negligence or misconduct, such indemnification may
only be provided if an appropriate court determines that in view of all the
circumstances the individual is fairly and reasonably entitled to indemnity for
expenses.
Article IV of the By-Laws of the Registrant provides as follows:
Section 1. The Corporation shall indemnify to the full extent from
time to time permitted by law any present, former or future director, officer,
or employee ("Corporate Agent") made, or threatened to be made, a party to, or a
witness or other participant in, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative,
legislative, investigative, or of any other kind, including by or in the right
of the Corporation ("Proceeding"), by reason of the fact that such person is or
was a Corporate Agent of the Corporation or any subsidiary of the Corporation
or, while serving as a Corporate Agent of the Corporation or any subsidiary of
the Corporation, serves or served another enterprise (including, without
limitation, any sole proprietorship, association, corporation, partnership,
joint venture or trust), whether or not for profit, at the request of the
Corporation as a director, officer, employee or agent thereof (including service
with respect to any employee benefit plan of the Corporation or any subsidiary
of the Corporation), against expenses (including attorneys' fees), judgments,
fines, penalties, excise taxes and amounts paid in settlement, actually and
reasonably incurred by such person in connection with such Proceeding or any
appeal therein. No indemnification pursuant to this Article IV shall be required
with respect to any settlement or other nonadjudicated disposition of any
threatened or pending Proceeding unless the Corporation has given its prior
consent to such settlement or other disposition.
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Section 2. Expenses incurred in connection with a Proceeding shall be
paid by the Corporation for any Corporate Agent of the Corporation in advance of
the final disposition of such Proceeding promptly upon receipt of an undertaking
by or on behalf of such person to repay such amount unless it shall ultimately
be determined that such person is entitled to be indemnified by the Corporation.
Such an undertaking shall not, however, be required of a nonparty witness.
Section 3. The foregoing indemnification and advancement of expenses
shall not be deemed exclusive of any other rights to which any person
indemnified may be entitled.
Section 4. The rights provided to any person by this Article IV shall
be enforceable against the Corporation by such person, who shall be presumed to
have relied upon it in serving or continuing to serve as a Corporate Agent. No
elimination of or amendment to this Article IV shall deprive any person of
rights hereunder arising out of alleged or actual occurrences, acts or failures
to act occurring prior to such elimination or amendment. The rights provided to
any person by this Article IV shall inure to the benefit of such person's legal
representative and shall be applicable to proceedings commenced or continuing
after the adoption of this Article IV, whether arising from acts or omissions
occurring before or after such adoption.
Section 5. The Corporation's Board of Directors may from time to time
delegate
(i) to a committee of the Board of Directors of the Corporation or to
independent legal counsel the authority to determine whether a Director
or officer of the Corporation, and
(ii) to one or more officers of the Corporation the authority to
determine whether an employee of the Corporation or any subsidiary,
other than a Director or officer of the corporation,
is entitled to indemnification or advancement of expenses pursuant to, and in
accordance with, applicable law and this Article IV, subject to such conditions
and limitations as the Board of Directors may prescribe.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
4 - Campbell Soup Company Savings and 401(k) Plan for
Hourly-Paid Employees as amended effective
May 6, 1996.
23 - Consent of Price Waterhouse LLP
24 - Power of Attorney
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Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by
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the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Camden and State of New Jersey, on the 3rd day of
March, 1997.
CAMPBELL SOUP COMPANY
BY: /s/ Basil L. Anderson
------------------------------
Basil L. Anderson
Senior Vice President-Finance
Chief Financial Officer and
Treasurer
Officers and Directors. Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following persons in
the capacities and on date indicated:
Date: March 3, 1997
BY: /s/ Gerald S. Lord
------------------------------
Gerald S. Lord
Vice President-Controller
(Principal Accounting Officer)
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<S> <C> <C>
David W. Johnson Chairman, President, Chief }
Executive Officer and Director }
(Principal Executive Officer) }
Alva A. App Director }
Edmund M. Carpenter Director } By: /s/ John M. Coleman
Bennett Dorrance Vice Chairman and Director } -----------------------
Thomas W. Field, Jr. Director } John M. Coleman
Kent B. Foster Director } Senior Vice President - Law and Public
Harvey Golub Director } Affairs
David K. P. LI Director }
Phillip E. Lippincott Director }
Mary Alice Malone Director }
Charles H. Mott Director }
George M. Sherman Director }
Donald M. Stewart Director }
George Strawbridge, Jr. Director }
Charlotte C. Weber Director }
</TABLE>
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee has duly caused this registration statement to be
signed on its behalf by the undersigned thereunto duly authorized, in the City
of Camden, State of New Jersey, on March 3, 1997.
Campbell Soup Company
Savings and 401 (k) Plan for Hourly-Paid Employees
By: /s/ Basil L. Anderson
----------------------------------------
Basil L. Anderson
Chairman of the Administrative Committee
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INDEX OF EXHIBITS
Document
4 Campbell Soup Company Savings and 401(k) Plan for Hourly-Paid
Employees as amended and restated effective April 1, 1994.
23 Consent of Price Waterhouse LLP
24 Power of Attorney
8
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EXHIBIT 4
CAMPBELL SOUP COMPANY
CAMPBELL SOUP COMPANY SAVINGS AND 401(k) PLAN
FOR HOURLY-PAID EMPLOYEES
Amended Effective May 6, 1996
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TABLE OF CONTENTS
ARTICLE PAGE
I DEFINITIONS........................................................ 2
1.1 Administrative Committee.................................. 2
1.2 Beneficiary............................................... 2
1.3 Board of Directors........................................ 2
1.4 Break-in-Service.......................................... 2
1.5 Campbell.................................................. 3
1.6 Campbell Stock............................................ 3
1.7 Campbell Soup Company Stock Fund.......................... 3
1.8 Code...................................................... 3
1.9 Company................................................... 3
1.10 Compensation.............................................. 3
1.11 Contributions............................................. 4
1.12 Disability................................................ 6
1.13 Effective Date............................................ 6
1.14 Employee.................................................. 6
1.15 ERISA..................................................... 6
1.16 Excess Aggregate Contributions............................ 6
1.17 Excess Contributions...................................... 6
1.18 Family Member............................................. 6
1.19 Five-Percent Owner........................................ 7
1.20 Highly Compensated Employee............................... 7
1.21 Hour of Service........................................... 8
1.22 Individual Accounts....................................... 9
1.23 Investment Funds.......................................... 9
1.24 Leased Employee........................................... 10
1.25 Leave of Absence.......................................... 10
1.26 Limitation Year........................................... 10
1.27 Non-Highly Compensated Employee .......................... 10
1.28 Normal Retirement Age..................................... 10
1.29 Normal Retirement Date.................................... 10
1.30 Participant............................................... 10
1.31 Participating Employer.................................... 10
1.32 Plan...................................................... 10
1.33 Plan Year................................................. 10
1.34 Previous Plan............................................. 10
1.35 Schedule.................................................. 10
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TABLE OF CONTENTS
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1.36 Trust......................................................................................... 11
1.37 Trust Agreement............................................................................... 11
1.38 Trust Assets.................................................................................. 11
1.39 Trustee....................................................................................... 11
1.40 Valuation Date................................................................................ 11
1.41 Year of Service............................................................................... 11
II ELIGIBILITY, PARTICIPATION AND VESTING................................................................. 12
2.1 Eligibility................................................................................... 12
2.2 Participation................................................................................. 12
2.3 Vesting....................................................................................... 12
III CONTRIBUTIONS.......................................................................................... 14
3.1 Company Contributions......................................................................... 14
3.2 Participant's After-Tax Contributions......................................................... 16
3.3 Rollover Contributions........................................................................ 17
3.4 Affiliate Plan Contributions.................................................................. 17
3.5 Maximum Amount of Before-Tax Contributions.................................................... 17
3.6 Limitation on Before-Tax Contributions - Code Section 401(k).................................. 17
3.7 Limitation on Matching Company Contributions and After-Tax Contributions - Code
Section 401(m)................................................................................ 20
3.8 Aggregate Limitation on Before-Tax Contributions and Company Matching and After-Tax
Contributions................................................................................. 22
3.9 Plan Aggregation; Special Rule................................................................ 23
3.10 Changes or Suspension of Contributions. ..................................................... 24
3.11 Contributions Returnable to the Company....................................................... 24
IV INDIVIDUAL ACCOUNTS.................................................................................... 26
4.1 Establishment of Individual Accounts.......................................................... 26
4.2 Allocation of Contributions................................................................... 26
4.3 Allocation of Income and Expenses............................................................. 26
4.4 Allocation of Forfeitures..................................................................... 26
4.5 Investment Direction of Contributions......................................................... 26
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TABLE OF CONTENTS
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4.6 Notification to Participants.................................................................. 27
V DISTRIBUTIONS.......................................................................................... 28
5.1 Amount of Distribution........................................................................ 28
5.2 Manner........................................................................................ 28
5.3 Timing and Valuation of Distributions......................................................... 28
5.4 Time of Payment............................................................................... 29
5.5 Benefits in Excess of $3,500.................................................................. 30
5.6 Latest Date for Commencement of Benefits...................................................... 30
5.7 Distribution Requirements..................................................................... 31
5.8 Commencement of Benefits...................................................................... 31
5.9 Death Distribution Provisions................................................................. 31
5.10 Retirement.................................................................................... 31
5.11 Participation After Normal Retirement Date.................................................... 31
5.12 Death......................................................................................... 31
5.13 Other Termination of Employment............................................................... 33
5.14 In-Service Annual Withdrawal.................................................................. 33
5.15 In-Service Hardship Withdrawal - General Rules................................................ 34
5.16 Definition of Qualified Emergency............................................................. 34
5.17 Requirements for Hardship Withdrawal.......................................................... 35
5.18 Order of Withdrawals from Participant's Individual Accounts................................... 35
5.19 Direct Transfers - Eligible Rollover Distributions............................................ 36
VI LOANS TO PARTICIPANTS.................................................................................. 38
6.1 Plan Loans.................................................................................... 38
6.2 Loan Requirements............................................................................. 38
6.3 Failure to Make Timely Payment................................................................ 39
6.4 Termination of Employment..................................................................... 39
6.5 Loans to Former Employees..................................................................... 40
6.6 Segregated Investment......................................................................... 40
6.7 General Administration........................................................................ 40
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TABLE OF CONTENTS
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VII ADMINISTRATION OF THE PLAN............................................................................. 41
7.1 General....................................................................................... 41
7.2 Action by the Committee....................................................................... 41
7.3 Powers........................................................................................ 41
7.4 Exclusive Benefit Rule........................................................................ 42
7.5 Plan Interpretation........................................................................... 42
7.6 Claims Procedure.............................................................................. 43
7.7 Responsibilities and Reports.................................................................. 43
VIII ADMINISTRATION OF THE TRUST............................................................................ 44
8.1 Appointment of Trustee........................................................................ 44
8.2 Management of Trust Assets.................................................................... 44
8.3 Voting Campbell Stock......................................................................... 44
8.4 Tender Offer.................................................................................. 44
IX AMENDMENT, TERMINATION OR SUSPENSION OF THE PLAN....................................................... 46
9.1 Right to Amend, Terminate or Suspend the Plan................................................. 46
9.2 Plan Termination.............................................................................. 46
9.3 Certain Sales................................................................................. 48
X MISCELLANEOUS.......................................................................................... 49
10.1 Facility of Payment........................................................................... 49
10.2 Indemnification............................................................................... 49
10.3 Employment Not Guaranteed by Plan............................................................. 49
10.4 Limitation of Liability....................................................................... 49
10.5 Nonalienation of Benefits..................................................................... 49
10.6 Merger of Plans............................................................................... 49
10.7 Construction.................................................................................. 50
10.8 Unclaimed Benefits............................................................................ 50
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APPENDIX A
PARTICIPATING EMPLOYERS....................................................................................... A-1
APPENDIX B
TOP HEAVY PROVISIONS.......................................................................................... B-1
B.1 Top-Heavy Requirements...................................................................... B-1
B.2 Definitions................................................................................. B-1
B.3 Minimum Vesting Requirements................................................................ B-3
B.4 Change in Top-Heavy Status.................................................................. B-3
B.5 Minimum Contribution Requirement............................................................ B-4
B.6 Adjustment for Super Top-Heavy Plan......................................................... B-4
APPENDIX C
LIMITATION ON BENEFITS........................................................................................ C-1
C.1 Basic Limitation............................................................................. C-1
C.2 Definitions................................................................................. C-1
C.3 Limitation for Participants in a Combination of Plans....................................... C-2
C.4 Treatment of Similar Plans.................................................................. C-3
C.5 Excess Amounts.............................................................................. C-3
C.6 Reduction of Annual Addition................................................................ C-5
C.7 Adjustment to Defined Benefit Plan.......................................................... C-5
APPENDIX D
CHANGE IN CONTROL............................................................................................. D-1
D.1 Termination or Amendment.................................................................... D-1
D.2 Transfer of Accounts, Merger or Consolidation............................................... D-1
D.3 Termination of Employment................................................................... D-1
D.4 Cause....................................................................................... D-1
D.5 Change in Control........................................................................... D-2
D.6 Appendix D Amendment........................................................................ D-4
D.7 Successors.................................................................................. D-4
D.8 Severability................................................................................ D-4
D.9 Contrary Provisions......................................................................... D-4
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CAMPBELL SOUP COMPANY
SAVINGS AND 401(k) PLAN
FOR HOURLY-PAID EMPLOYEES
Amended Effective May 6, 1996
This is the Campbell Soup Company Savings and 401(k) Plan for
Hourly-Paid Employees (the "Plan"). The purpose of the Plan is to encourage
employees to save part of their income on a regular basis. The Plan replaced,
for one or more groups of hourly-paid employees at approved locations,
Campbell's Soups Employee Savings and Stock Bonus Plan.
The Plan was effective April 1, 1989. This Plan amendment is
effective May 6, 1996 except as otherwise provided. The Plan, and the Trust
established hereunder, are intended to qualify as a profit sharing plan and
trust that meet the requirements of Code sections 401(a), 401(k) and 501(a), or
any other applicable provision of law, including, without limitation, those of
ERISA. The Company shall make all Contributions to the Plan without regard to
current or accumulated earnings and profits for the taxable year ending with or
within a Plan Year. Notwithstanding the foregoing, the Plan shall continue to be
designed to qualify as a profit sharing plan for purposes of Code sections
401(a), 402, 412 and 417.
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ARTICLE I
DEFINITIONS
The following words and phrases as used herein have the following
meanings unless a different meaning is plainly required by the context:
1.1 "Administrative Committee" means the committee appointed by the
Board of Directors to administer the Plan and to give instructions to the
Trustee.
1.2 "Beneficiary" means the person or persons designated by a
Participant to receive his Individual Accounts in case of his death. Such
designation, and any change or revocation, shall be made in accordance with
Section 5.12.
1.3 "Board of Directors" means the Board of Directors of Campbell Soup
Company.
1.4 "Break-in-Service" means a period of 12 consecutive months,
commencing on a Participant's employment date or anniversary thereof, in which
he has 500 Hours of Service or less.
1.4.1 Maternity/Paternity Leave. Solely for purposes of determining
whether a Break-in-Service for vesting purposes has occurred, an Employee who is
absent from work for maternity or paternity reasons shall receive credit for the
Hours of Service that would otherwise have been credited to that Employee but
for such absence. If such hours cannot be determined, the Employee shall be
credited with eight Hours of Service for each day that the Employee is absent
for maternity or paternity reasons. For purposes of this Section 1.4, an absence
from work for maternity or paternity reasons means an absence for:
1.4.1.1 the Employee's pregnancy,
1.4.1.2 the birth of the Employee's child,
1.4.1.3 the adoption of a child by the Employee, or
1.4.1.4 the Employee's caring for a child for a period
beginning immediately following such a birth
or adoption.
The total number of Hours of Service credited for maternity or paternity reasons
shall not exceed 501.
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1.4.2 If a Participant incurs five consecutive one-year Breaks-in-
Service and is thereafter reemployed by the Company, then the 12-consecutive
month period used to determine a Break-in-Service shall be measured from his
reemployment date.
1.5 "Campbell" means Campbell Soup Company.
1.6 "Campbell Stock" means the shares of capital stock issued by
Campbell.
1.7 "Campbell Soup Company Stock Fund means the Investment Fund
consisting of Campbell Stock and short-term liquid investments necessary to
satisfy the Fund's cash needs for transfers and payments. Such Fund shall, from
time to time, also include receivables for dividends or Campbell Stock sold and
payables for Campbell Stock purchased.
1.8 "Code means the Internal Revenue Code of 1986, as amended.
1.9 "Company means Campbell and:
1.9.1 any other employer included with Campbell in a controlled
group of corporations or trades or businesses within the meaning of section
414(b) or section 414(c) of the Code, or an affiliated service group within the
meaning of section 414(m) of the Code; and
1.9.2 any other entity required to be aggregated with Campbell
pursuant to regulations under section 414(o) of the Code;
provided that any such employer shall be included within the term "Company" only
while a member of such a group including Campbell.
1.10 "Compensation means all compensation paid to an Employee,
including any compensation awards under Campbell Soup Company Management
Worldwide Incentive Plan that are not deferred (as well as awards under the
extra seasonal compensation program of Vlasic Foods, Inc. and the Incentive
programs for salespersons of Campbell Sales Company, Mrs. Paul's Kitchens, Inc.,
Pepperidge Farm, Incorporated, Vlasic Foods, Inc. and such other Participating
Employers as approved by the President of Campbell Soup Company), and including
Before-Tax Contributions and contributions made on behalf of an Employee to a
Company plan under Code section 125, but excluding:
1.10.1 any compensation awarded under any bonus or management
incentive plan of the Company other than those specifically listed in this
Section 1.10;
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1.10.2 any awards of compensation under the Campbell Soup Company
Management Worldwide Incentive Plan that are deferred;
1.10.3 any income attributable to awards of restricted stock or the
exercise of stock options or related stock appreciation rights; and
1.10.4 any awards, prizes, gifts, cost of living or tax allowances,
transfer expenses, income protection payments, mortgage interest differential
payments, long-term disability payments, tuition aid, adoption allowances, and
other amounts that receive special tax benefits.
Annual Compensation in excess of the limit prescribed in Code section 401(a)(17)
(as may from time to time be adjusted by the U.S. Secretary of Treasury or his
delegate) shall not be taken into account in the Plan. For purposes of applying
the Code section 401(a)(17) limit, the Compensation of a Highly Compensated
Employee shall include the Compensation of a family member who is his spouse or
his lineal descendant who has not reached age 19 at the close of the Plan Year.
1.11 "Contributions means the amounts contributed for allocation to
Participants' Individual Accounts as follows:
1.11.1 "Matching Company Contributions" means the contributions
made by the Company that match Basic Contributions and that are equal to 50% of
the Basic Contributions per pay period, unless a lesser percentage of, or a
lesser limit on, the amount of Compensation eligible for Matching Company
Contributions is provided in an applicable Schedule, plus any Additional
Matching Company Contributions that may be made at the Company's discretion
under Section 3.1.2.2.
1.11.2 "Basic Contributions" means the sum of Basic Before-Tax
Contributions and Basic After-Tax Contributions.
1.11.3 "Basic Before-Tax Contributions" means the before-tax
contributions made under Section 3.1 through salary deferral pursuant to Code
section 401(k) to the extent such contributions, do not, as to any Employee, for
any pay period, exceed 5% of his Compensation.
1.11.4 "Basic After-Tax Contributions" means the after-tax
contributions made by a Participant under Section 3.2 to the extent that such
contributions, do not, as to any
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Employee, for any pay period, exceed 5% of his Compensation, less any Basic
Before-Tax Contributions.
1.11.5 "Additional Contributions" means the sum of Additional
Before-Tax Contributions and Additional After-Tax Contributions.
1.11.6 "Additional Before-Tax Contributions" means the before-tax
contributions made under Section 3.1 through salary deferral pursuant to Code
section 401(k) to the extent such contributions exceed, as to any Employee, for
any pay period, his Basic Before-Tax Contribution.
1.11.7 "Additional After-Tax Contributions" means the after-tax
contributions made by a Participant under Section 3.2 to the extent such
contributions exceed, as to any Employee, for any pay period, his Basic
After-Tax Contributions.
1.11.8 "Before-Tax Contributions" means the sum of Basic Before-Tax
Contributions and Additional Before-Tax Contributions.
1.11.9 "After-Tax Contributions" means the sum of Basic After-Tax
Contributions and Additional After-Tax Contributions.
1.11.10 "Rollover Contributions" means the contributions made by a
Participant under Section 3.3, which constitute the Participant's qualifying
distribution from a tax-qualified retirement plan of another employer.
1.11.11 "Affiliate Plan Contributions" means the contributions made
under Section 3.4 from the Previous Plan or any other qualifying plan of a
Company, other than this Plan.
1.11.12 "Discretionary Company Contributions" means the
Contributions that may be authorized by the Board of Directors to the Individual
Accounts of Participants other than those of the Highly Compensated Employees in
order to avoid a violation of the Deferral Percentage or Contribution Percentage
tests as described in Sections 3.6 and 3.7. Such a Contribution shall be
provided by the Company without regard to any salary reduction agreement but
shall be treated as Before-Tax Contributions.
1.12 "Disability" means the inability of a Participant to perform the
duties of any available position of the Company because of bodily injury or
illness that is expected to result in death or to be of long, continued and
indefinite duration. The determination of whether a
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<PAGE> 12
Participant is disabled shall be made by the Administrative Committee, which may
request medical evidence of such disability.
1.13 "Effective Date" means April 1, 1989. The effective date of this
amendment and restatement of the Plan is April 1, 1994, except as otherwise
specifically stated herein.
1.14 "Employee" means an individual who:
1.14.1 is employed by the Company in an hourly-paid position;
1.14.2 works at a location approved by the Board of Directors or
the President of Campbell;
1.14.3 is a member of a group of employees approved by the Board
of Directors or the President of Campbell; and
1.14.4 is scheduled to have not less than 1,000 Hours of Service
in any 12 consecutive month period commencing on his date of employment or
anniversary thereof, or in fact has 1,000 Hours of Service during such 12
consecutive month period.
1.15 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.
1.16 "Excess Aggregate Contributions" means that amount of Company
Matching Contributions and After-Tax Contributions made by, or on behalf of, a
Participant for a Plan Year that exceeds the limitation on Company Matching
Contributions and After-Tax Contributions set forth in Section 3.7.
1.17 "Excess Contributions" means that amount of a Participant's
Before-Tax Contributions for a Plan Year that exceeds the limitation on
Before-Tax Contributions under Section 3.6.
1.18 "Family Member" means an Employee who is a family member (as
defined in section 414(q)(6) of the Code) of a Highly Compensated Employee who
is:
1.18.1 a Five-Percent Owner; or
1.18.2 one of the 10 Highly Compensated Employees paid the
greatest Compensation during the Plan Year.
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1.19 "Five-Percent Owner" means any Employee who owns (or is considered
as owning, within the meaning of section 318 of the Code) more than 5% of the
outstanding stock of any Participating Employer or stock possessing more than 5%
of the total combined voting power of all stock of any Participating Employer.
For purposes of this Section 1.19, section 318(a)(2)(C) of the Code shall be
applied by substituting "5%" for "50%" each time it appears therein.
1.20 "Highly Compensated Employee" means any Employee who, during the
current Plan Year or immediately preceding Plan Year:
1.20.1 is at any time a Five-Percent Owner;
1.20.2 receives Compensation from the Employer in excess of
$75,000 (as adjusted under section 414(q) of the Code);
1.20.3 receives Compensation from the Employer in excess of
$50,000 (as adjusted under section 414(q) of the Code) and is in the group
consisting of the top 20% of Employees (excluding, solely for purposes of
determining the number of Employees in the top 20%, employees described in
section 414(q)(8) of the Code) when ranked on the basis of Compensation paid
during such Plan Year; or
1.20.4 is an officer of the Employer who receives Compensation
greater than 50% of the amount in effect under section 415(b)(1)(A) of the Code
for such Plan Year; provided that in no event shall the number of individuals
treated as officers exceed 50 employees, or, if it would result in a smaller
number of officers, the greater of three employees or 10% of the total number of
employees.
For purposes of determining the number of officers taken into account under
Section 1.20.4, (a) if more than the maximum number of employees who may be
treated as officers are officers, only those officers who had the largest annual
Compensation in any one of the five preceding Plan Years shall be treated as
officers, and (b) employees described in section 414(q)(8) of the Code shall be
excluded.
An Employee who is not described in Sections 1.20.2, 1.20.3, or 1.20.4 for the
Plan Year prior to the Plan Year of determination, shall not be treated as being
described in Sections 1.20.2, 1.20.3 or 1.20.4 for the Plan Year of
determination, unless such Employee is a member of the group consisting of the
100 Employees paid the greatest Compensation during the Plan Year for which such
determination is being made. A former Employee (including an Employee who
performs no services for the Employer during the Plan Year) shall be treated as
a Highly Compensated
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<PAGE> 14
Employee if he was (or would have been, had this Section 1.20 been applicable)
described in this Section 1.20 during the last Plan Year he performed any
services for the Employer or in any Plan Year ending on or after the date he
reached age 55.
1.21 "Hour of Service" means each hour for which:
1.21.1 an Employee is directly or indirectly paid or entitled to
payment by the Company for the performance of duties;
1.21.2 an Employee is paid, or entitled to payment, directly or
indirectly, by the Company on account of a period of time during which no duties
are performed due to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave of absence;
1.21.3 back pay, irrespective of mitigation of damages, is either
awarded or agreed to by the Company; provided that the same Hour of Service
shall not be credited both under 1.21.1 and 1.21.2, as the case may be, and
hereunder, and further provided that the crediting of Hours of Service for back
pay with respect to hours described in 1.21.2 shall be subject to the
limitations set forth therein; and
1.21.4 an Employee is directly or indirectly compensated by, or
performs duties for, the Company, and each hour during the customary period of
work when such an Employee is
1.21.4.1 laid off for a temporary period (even if of
indefinite duration) provided that the Employee
returns to employment with the Company;
1.21.4.2 sick;
1.21.4.3 on a Leave of Absence;
1.21.4.4 on disability leave; or
1.21.4.5 on jury or military duty, provided that no hour
credited under sections 1.21.4.1 through 1.21.4.4
shall also be credited hereunder.
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<PAGE> 15
The determination of Hours of Service for reasons other than the
performance of duties and the crediting of Hours of Service to the appropriate
periods shall be effected by the Administrative Committee on a basis consistent
with 29 C.F.R. Section 2530.200b-2(b) and (c).
Notwithstanding the preceding provisions, a regular full-time Employee
(one who is regularly scheduled to work at least 37 hours per calendar week)
shall be credited with 190 Hours of Service (and no more than 190 Hours of
Service) for each calendar month in which he completes at least one Hour of
Service. A part-time Employee shall be credited only with his actual number of
Hours of Service.
1.22 "Individual Accounts" means each of the following accounts
maintained by the Administrative Committee showing the interests in the Trust of
each Participant and Beneficiary:
1.22.1 "Matching Company Contributions Account" means the account
containing Matching Company Contributions and Affiliate Plan Contributions, as
defined in Section 1.11.11, together with allocable gains or losses;
1.22.2 "Before-Tax Account" means the account containing
Before-Tax Contributions and Discretionary Company Contributions, together with
allocable gains or losses;
1.22.3 "Pre-1987 Participant After-Tax Account" means the account
containing the Participant's Affiliate Plan Contributions credited before 1987,
together with allocable gains or losses;
1.22.4 "Post-1986 Participant After-Tax Account" means the account
containing After-Tax Contributions and the Participant's Affiliate Plan
Contributions credited after 1986, together with allocable gains or losses; and
1.22.5 "Rollover Account" means the account containing Rollover
Contributions, together with allocable gains or losses.
1.23 "Investment Funds" means the Campbell Soup Company Stock Fund and
the other funds that are maintained in the Trust Agreement and listed in
Schedule C thereto. The Administrative Committee may add or change types of
Investment Funds from time to time and at any time.
1.24 "Leased Employee" means an individual deemed to be a leased
employee under section 414(n)(2) of the Code.
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<PAGE> 16
1.25 "Leave of Absence" means any period of absence from service
authorized by the Company.
1.26 "Limitation Year" means the calendar year and is used in applying
Code section 415.
1.27 "Non-Highly Compensated Employee" means an Employee who is not a
Highly Compensated Employee.
1.28 "Normal Retirement Age" means age 65.
1.29 "Normal Retirement Date" means the first day of the month
coincident with or next following the Participant's 65th birthday.
1.30 "Participant" means any Employee who meets the requirements for
participation in the Plan as provided in Article II. An individual who qualifies
as a Participant shall continue to be a Participant until all benefits due him
under the Plan have been paid.
1.31 "Participating Employer" means a Company that is authorized by the
Board of Directors or by the President of Campbell to participate in the Plan
and has adopted the Plan. The list of Participating Employers authorized to
participate in the Plan is set forth in Appendix A.
1.32 "Plan" means the Campbell Soup Company Savings and 401(k) Plan For
Hourly-Paid Employees.
1.33 "Plan Year" means the 12-month period ending December 31.
1.34 "Previous Plan" means the Campbell's Soups Employee Savings and
Stock Bonus Plan.
1.35 "Schedule" means a supplemental schedule that may be issued under
the Plan. Such a schedule would set forth the eligibility requirements, level of
Matching Company Contributions and maximum amount of Compensation eligible for
Matching Company Contributions applicable to a particular group or groups of
Employees, all as approved by the President of Campbell.
1.36 "Trust" means the Campbell Soup Savings and 401(k) Plan Master
Trust, effective April 1, 1994, created by the Trust Agreement entered into
between Campbell and the Trustee.
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1.37 "Trust Agreement" means the agreement between Campbell and the
Trustee or any successor Trustee establishing the Trust and specifying the
duties of the Trustee respect to controlling and managing the Trust Assets, as
amended.
1.38 "Trust Assets" means the assets held in Trust for the benefit of
Participants and their Beneficiaries.
1.39 "Trustee" means Fidelity Management Trust Company, a Massachusetts
trust company, or any successor thereto.
1.40 "Valuation Date" means the date on which Trust Assets are valued,
as determined by the Administrative Committee, which shall be each day that the
New York Stock Exchange is open for business.
1.41 "Year of Service" means any 12-consecutive month period measured
from the date an employee first completes an Hour of Service, or an anniversary
thereof, in which an employee of the Company has at least 1,000 Hours of
Service. If an employee separates from service with the Company before
completing a Year of Service, or if a Participant incurs five (5) consecutive
one-year Breaks-in-Service, and is subsequently reemployed, then his
12-consecutive month period shall be measured from his reemployment date.
Campbell may specify whether and to what extent service with a
predecessor company that has been acquired by Campbell or from which a plant or
business has been acquired, shall be deemed to be includible as Years of Service
for purposes of the Plan to the extent not inconsistent with ERISA. Service that
has been determined to be includible as Years of Service is set forth in
Appendix A.
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ARTICLE II
ELIGIBILITY, PARTICIPATION AND VESTING
2.1 Eligibility. Each Employee is eligible to enroll in the Plan upon
the earlier of (i) completion of his probationary period or (ii) completion of
one Year of Service, unless otherwise provided in an applicable Schedule, but in
no event longer than one Year of Service. A Participant shall remain eligible to
participate until he ceases to be an Employee. Leased Employees are not eligible
to participate in the Plan.
2.2 Participation. An Employee who is eligible to enroll as a
Participant in the Plan may do so by giving notice to the Participating
Employer, for which he is employed or its delegate (that may be the Trustee), by
the method required by the Administrative Committee authorizing Contributions to
the Plan. The Participating Employer shall begin payroll deductions not later
than 30 days after its receipt of notice of enrollment.
2.3 Vesting.
2.3.1 Vesting in Individual Accounts. A Participant shall be 100%
vested in his Individual Accounts, except for the Matching Company Contributions
Account, which shall vest in accordance with the following schedule:
<TABLE>
<CAPTION>
Completed Years of Service Vested percentage
-------------------------- -----------------
<S> <C>
1 year 20%
2 years 40%
3 years 60%
4 years 80%
5 years 100%
</TABLE>
2.3.2 Computation of Years of Service. For purposes of
determining a Participant's vested percentage, Years of Service shall be
calculated in the following manner:
2.3.2.1 Participation Beginning Prior to July 1, 1994. For
an Employee who first becomes a Participant in the Plan prior to July 1, 1994,
all of the Participant's Years of Service, whether or not interrupted by a
Break-in-Service, shall be taken into account.
2.3.2.2 Participation Beginning on or After July 1, 1994.
For an Employee who first becomes a Participant in the Plan on or after July 1,
1994, Years of Service credited before a Break-in-Service shall be taken into
account, with the following exceptions:
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2.3.2.2.1 General Rule - Prior Service Not Counted
After Five Breaks-in-Service. Years of Service credited to a Participant before
a Break-in-Service shall not be taken into account in determining his vested
percentage in Matching Employer Contributions credited to his Individual
Accounts after the Break-in-Service if the Participant has incurred five (5) or
more consecutive Breaks-in-Service.
2.3.2.2.2 Special Rule - Prior Service Counted When
Greater Than Breaks-in-Service. If the number of a Participant's Years of
Service before five (5) or more consecutive Breaks-in-Service exceeds the number
of consecutive years of Breaks-in-Service, the Participant's Years of Service
credited before such Breaks-in-Service shall be taken into account in
determining his vested percentage in Matching Employer Contributions credited to
his Individual Accounts after the Break-in-Service.
2.3.3 Vesting in Matching Company Contributions Account.
2.3.3.1 Any Participant who enrolls in the Plan on the first
enrollment date when the Plan is offered initially to the group of Employees of
which such Participant is a member shall be 100% vested in his Matching Company
Contributions Account.
2.3.3.2 Any Participant who reaches Normal Retirement Age
while employed by the Company or whose employment with the Company terminates
because of death or Disability shall be 100% vested in his Matching Company
Contributions Account.
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ARTICLE III
CONTRIBUTIONS
3.1 Company Contributions.
3.1.1 Nondiscretionary Contributions. Subject to the terms of an
applicable Schedule, the Company shall, for a Plan Year, contribute the
following amounts:
3.1.1.1 Matching Company Contributions. For each
Participant who has one Year of Service or more, an amount equal to 50% of such
Participant's Basic Contributions per pay period shall be contributed and
allocated, no less frequently than monthly, to the Matching Company
Contributions Account, beginning in the first full month after the Participant
has one Year of Service, unless a lesser percentage of, or a lesser limit on,
the amount of compensation eligible for Matching Company Contributions is
provided in an applicable Schedule.
3.1.1.2 Basic Before-Tax Contributions. For each
Participant, an amount determined in accordance with such Participant's Basic
Before-Tax Contributions election under Section 3.1.3 shall be contributed and
allocated, no less frequently than monthly, to the Participant's Before-Tax
Contributions Account.
3.1.1.3 Additional Before-Tax Contributions. For each
Participant, an amount determined in accordance with such Participant's
Additional Before-Tax Contributions election under Section 3.1.3 shall be
contributed and allocated, no less frequently than monthly, to the Participant's
Before-Tax Contributions Account.
3.1.2 Discretionary Contributions. Subject to the terms of an
applicable Schedule, the Company may, contribute the following amounts:
3.1.2.1 Company Contributions. For a Plan Year, an amount
authorized by the Board of Directors to the Individual Accounts of Participants,
other than Highly Compensated Employees, in order to avoid a violation of the
Deferral Percentage or Contribution Percentage tests. Such contributions shall
be made by the Company without regard to any salary reduction agreement but
shall be treated as Before-Tax Contributions.
3.1.2.2 Additional Matching Company Contributions. For a
Plan Year, an amount authorized by the Compensation and Organization Committee
of the Board of Directors or its delegate for each Participant who:
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<PAGE> 21
3.1.2.2.1 Received a Matching Company Contribution with
respect to the Plan Year; and
3.1.2.2.2 who was a Participant during the current Plan Year
on December 31 of that year, or who was not employed by the Company on December
31 of the current Plan Year because of death, Disability or retirement.
The Additional Matching Company Contributions shall be a percentage of
such Participant's Basic Contributions with respect to the Plan Year. Additional
Matching Company Contributions shall be made by the Company, shall be invested
in the Campbell Soup Company Stock Fund, and shall be allocated to the
Participant's Matching Company Contributions Account. Additional Matching
Company Contributions, if any, shall be made within 120 days after the end of
the Plan Year and shall not exceed an amount equal to 100% of such Participant's
Basic Contributions with respect to the Plan Year.
3.1.3 Participant's Before-Tax Elections. At the time an Employee
becomes a Participant and at such other time or times authorized by the
Administrative Committee thereafter, a Participant may, within the time period
prescribed in Section 2.2, enter into a salary deferral agreement with the
Company in which he elects to defer on a before-tax basis a portion of his
Compensation, provided that:
3.1.3.1 The Administrative Committee may require such
contributions to be in whole dollars or a whole percentage of his Compensation;
3.1.3.2 Such deferral meets the deferral percentage test in
Section 3.6; otherwise the Administrative Committee may modify the deferral in
order to meet such test;
3.1.3.3 Such deferral cannot exceed for any tax year the
maximum limit prescribed in Code section 402(g), as adjusted;
3.1.3.4 The Administrative Committee may establish a maximum
limit for the number of times that a Participant may change his salary deferral
election during a Plan Year and may also prohibit Highly Compensated Employees
from making any changes to their salary deferral elections during the last three
months of the Plan Year;
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<PAGE> 22
3.1.3.5 The Administrative Committee may establish a maximum
deferral for any Plan Year; and
3.1.3.6 The Before-Tax Contributions made by a Participant
cannot exceed 10% of his Compensation per pay period.
A salary deferral agreement shall be entered into in a manner that the
Administrative Committee may prescribe, and shall remain in effect until
modified or terminated, provided that changes, suspensions or discontinuance of
salary deferrals may be made by the Participant during a Plan Year in accordance
with Section 3.10, but shall be made by the Administrative Committee if required
under Section 3.5, 3.6 or 3.7 or if the Company's deduction limits under Code
section 404(a) would otherwise be exceeded, or if the annual addition
limitations under Code section 415 would otherwise be exceeded as to any
Participant.
3.2 Participant's After-Tax Contributions. At the time an Employee
becomes a Participant and at such other time or times authorized by the
Administrative Committee, the Participant may, through payroll deduction, elect
to make After-Tax Contributions on an after-tax basis, provided:
3.2.1 The Administrative Committee may require such contributions
to be in whole dollars or a whole percentage of his Compensation;
3.2.2 Such contributions must meet the contribution percentage
test in Section 3.7; otherwise, the Administrative Committee may require
modifications in order to meet such test; and
3.2.3 The total of After-Tax Contributions made by a Participant
when combined with Before-Tax Contributions cannot exceed 15% of his
Compensation per pay period, and provided that in no event may a Participant's
After-Tax Contributions exceed 10% of his Compensation.
An election to make such contributions shall be made in such a manner
and at such times as the Administrative Committee may prescribe and shall remain
in effect until modified or terminated, provided that changes, suspensions or
discontinuance of contributions may be made by the Participant during a Plan
Year in accordance with Section 3.10, but shall be made by the Administrative
Committee if required under Section 3.7, or if the annual addition limitations
under Code section 415 would otherwise be exceeded as to any Participant.
3.3 Rollover Contributions. When an Employee becomes, or is expected to
become, a Participant, he may, subject to the Administrative Committee's
discretion described
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<PAGE> 23
below, contribute to the Plan any qualifying distribution he has received, or
which is available to him, from another tax-qualified retirement plan, including
an eligible rollover distribution, as defined in Code section 402(c)(4). Such
contribution must be a "rollover" contribution in accordance with Code section
402 and shall only be made as determined by the Administrative Committee. Such
contribution shall be allocated to a Participant's Rollover Account. The
Administrative Committee shall have the discretion not to accept any transfer if
such amount is subject to the qualified joint and survivor annuity requirements
of Code section 401(a)(11).
3.4 Affiliate Plan Contributions. Participants' accounts in the
Previous Plan were transferred to the Plan when the Participants first became
eligible to participate in the Plan. A Participant who has accounts in any
qualified plan maintained by an Affiliate may make a contribution of such
accounts in a direct trust-to-trust transfer on dates determined by the
Administrative Committee. The Administrative Committee shall have the ability
and discretion to transfer such accounts without the consent of such
Participants. Such contribution shall be allocated as appropriate to the
Participant's Matching Company Contributions Account, Pre-1987 Participant
After-Tax Account or Post-1986 Participant After-Tax Account. The Administrative
Committee shall have the discretion not to accept any transfer if such amount is
subject to the qualified joint and survivor annuity requirements of Code section
401(a)(11).
3.5 Maximum Amount of Before-Tax Contributions. If a Participant's.
Before-Tax Contributions exceed the $7,000 limit in Code section 402(g), as
adjusted annually, for the taxable year of the Participant, the excess
contributions, plus earnings thereon, shall be distributed to the Participant.
If the Participant also participates in another elective deferral program
(within the meaning of Code section 402(g)(3)) and if, when aggregating all such
deferrals, there is an excess of deferral contributions under the Code section
402(g) limitation, the Participant shall, no later than March 1st following the
close of his taxable year, notify the Administrative Committee as to the amount
to be allocated to the Plan and such excess so allocated, plus allocable
earnings, shall be distributed to the Participant. Any distribution under this
Section 3.5 shall be made to the Participant no later than the April 15th
immediately following the close of the Participant's taxable year for which such
contributions were made. Distribution of excess contributions under this Section
3.5 shall be made in accordance with Treasury Regulation Section 1.402(g)-1.
3.6 Limitation on Before-Tax Contributions - Code Section 401(k).
3.6.1 Notwithstanding Section 3.1.3, the elections by Participants
under Section 3.1 shall be limited as provided in section 401(k) of the Code, so
that the "average deferral percentage," as defined in Section 3.6.2, for the
eligible Highly Compensated Employees, shall bear a relationship to the "average
deferral percentage" for the eligible Non-Highly Compensated Employees that
meets one of the alternative tests described in section 401(k) of the
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<PAGE> 24
Code and summarized below, as the Administrative Committee shall determine for
such Plan Year:
3.6.1.1 the average deferral percentage for the
eligible Highly Compensated Employees shall not exceed 125% of
the average deferral percentage for the eligible Non-Highly
Compensated Employees; or
3.6.1.2 the average deferral percentage for the
eligible Highly Compensated Employees shall not exceed the
lesser of:
(i) 200% of the average deferral percentage
for the eligible Non-Highly Compensated Employees, or
(ii) the average deferral percentage for the
eligible Non-Highly Compensated Employees plus two
percentage points.
3.6.2 The term "average deferral percentage" means the
average of each eligible Employee's actual deferral percentage which is equal to
the following ratio:
3.6.2.1 the amount of each eligible Employee's
Before-Tax Contributions payable to the Trust on behalf of
such Employee for the Plan Year, to
3.6.2.2 the Employee's Compensation, as defined in
section 415(c)(3) of the Code, for the Plan Year.
3.6.3 Family Aggregation. The actual deferral percentage of
a Highly Compensated Employee who has any Family Members who are eligible to
participate shall be determined by combining the Before-Tax Contributions,
amounts treated as Before-Tax Contributions and Compensation of all eligible
Highly Compensated Employees and Family Members.
3.6.4 Treatment of Excess Contributions. If neither test
described in Section 3.6.1 is met, or in the Administrative Committee's opinion
will be met, the Administrative Committee, at its discretion, shall:
3.6.4.1 direct that the amount of future Before-Tax
Contributions under Section 3.1.3 by the Highly Compensated
Employees be reduced by any reasonable method, including first
reducing the Before-Tax Contributions by those Highly
Compensated Employees contributing the
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<PAGE> 25
greatest percentage of their Compensation to the next highest
percentage, then reducing the Before-Tax Contributions by all
Highly Compensated Employees contributing at the highest
remaining percentage, including those subject to previous
reductions, and continuing to apply the same reduction to the
extent necessary to meet one of the tests; or
3.6.4.2 cause the Excess Contributions, adjusted for
any income or loss, to be distributed to the Highly
Compensated Employees on whose behalf such Excess
Contributions were made within two and one-half months after
the end of the Plan Year for which they were allocated; or
3.6.4.3 recharacterize the Excess Contributions as
After-Tax Contributions.
3.6.5 Determination of Amount of Excess Contributions. The
amount of a Highly Compensated Employee's Excess Contributions for a Plan Year
is the amount necessary to reduce the amount of his Before-Tax Contributions to
a maximum adjusted percentage, which shall be the highest percentage that would
cause one of the tests in Section 3.6.1 to be met if each such Highly
Compensated Employee who had an actual deferral percentage greater than the
maximum adjusted percentage had, instead, such lower percentage. The Before-Tax
Contributions of the Highly Compensated Employees shall be adjusted in order,
beginning with the Highly Compensated Employee(s) with the highest actual
deferral percentage(s).
3.6.6 Determination of Income or Loss. The income or loss
allocable to Excess Contributions shall be determined by multiplying the income
or loss allocable to the Participant's Before-Tax Contributions for the Plan
Year calculated for such Plan Year by a fraction. The numerator of the fraction
is such Participant's Excess Contributions for such Plan Year and the
denominator is the sum of (i) the Participant's total Account balance
attributable to Before-Tax Contributions and amounts treated as Before-Tax
Contributions as of the beginning of the Plan Year, plus (ii) the Participant's
Before-Tax Contributions and amounts treated as Before-Tax Contributions for the
Plan Year.
3.6.7 Family Aggregation. In the case of a Highly Compensated
Employee whose actual deferral percentage is determined under Section 3.6.3, the
determination of the amount of Excess Contributions shall be made by reducing
his actual deferral percentage as required under Section 3.4.5 and allocating
the Excess Contributions for the Highly Compensated Employee and his Family
Members among each such Employee in proportion to his Before-Tax Contributions.
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3.7 Limitation on Matching Company Contributions and After-Tax
Contributions - Code Section 401(m).
3.7.1 Notwithstanding Section 3.2, Company Matching and
After-Tax Contributions shall be limited as provided in section 401(m) of the
Code, so that the "average contribution percentage," as defined in Section
3.7.2, for the eligible Highly Compensated Employees shall bear a relationship
to the "average contribution percentage" for the eligible Non-Highly Compensated
Employees that meets one of the alternative tests described in section 401(m) of
the Code and summarized below, as the Administrative Committee shall determine
for such Plan Year:
3.7.1.1 the average contribution percentage for the
eligible Highly Compensated Employees shall not exceed 125% of the
average contribution percentage for the eligible Non-Highly Compensated
Employees; or
3.7.1.2 the average contribution percentage for the
eligible Highly Compensated Employees shall not exceed the lesser of:
(i) 200% of the average contribution percentage
for the eligible Non-Highly Compensated Employees, or
(ii) the average contribution percentage for the
eligible Non-Highly Compensated Employees plus two
percentage points.
3.7.2 The term "average contribution percentage" means the
average of each eligible Employee's actual contribution percentage which is
equal to the following ratio:
3.7.2.1 the amount of the Company Matching and After-Tax
Contribution made on behalf of each eligible Employee for the Plan
Year, to
3.7.2.2 the Employee's Compensation, as defined in
section 415(c)(3) of the Code, for the Plan Year.
For the Plan Year in which an Employee becomes eligible, resumes eligibility or
ceases to be eligible to receive Company Matching Contributions or make
After-Tax Contributions, the only Compensation that shall be taken into account
is that which is, or but for the Employee's election under Section 3.1.3 would
be, received by the Employee while he is eligible to participate.
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3.7.3 Family Aggregation. The actual contribution percentage of a
Highly Compensated Employee who has any Family Members who are eligible to
participate shall be determined by combining the Company Matching Contributions,
After-Tax Contributions, amounts treated as Company Matching Contributions and
Compensation of all eligible Highly Compensated Employees and Family Members.
3.7.4 Treatment of Excess Aggregate Contributions. If neither test
described in Section 3.7.1 is met, or in the Committee's opinion will be met,
the Committee, at its discretion, shall:
3.7.4.1 direct that the amount of future After-Tax
Contributions be reduced by any reasonable method, including first
reducing the After-Tax Contributions on behalf of those Highly
Compensated Employees having the greatest actual contribution
percentage under Section 3.7.2 to the next highest percentage, then
reducing the After-Tax Contributions by all Highly Compensated
Employees having the highest remaining percentage, including those
subject to previous reductions, and continuing to apply the same
reduction to the extent necessary to meet one of the tests; or
3.7.4.2 cause Excess Aggregate Contributions, adjusted for
income or loss thereon, to be forfeited, if otherwise forfeitable under
the terms of the Plan, or if not forfeitable, to be distributed as
additional Compensation to Participants on whose behalf the Excess
Aggregate Contributions were contributed within two and one-half months
after the end of the Plan Year for which they were contributed.
3.7.5 Determination of Amount of Excess Aggregate Contributions. The
amount of a Highly Compensated Employee's Excess Aggregate Contributions for a
Plan Year is the amount necessary to reduce the amount of his Company Matching
and After-Tax Contributions to a maximum adjusted percentage, which shall be the
highest percentage that would cause one of the tests in Section 3.7.1 to be met
if each such Highly Compensated Employee who had an actual contribution
percentage greater than the maximum adjusted percentage had, instead, such lower
percentage. The Company Matching and After-Tax Contributions of the Highly
Compensated Employees shall be adjusted in order, beginning with the Highly
Compensated Employee(s) with the highest actual contribution percentage(s).
3.7.6 Determination of Income or Loss. The income or loss allocable to
Excess Aggregate Contributions shall be determined by multiplying the income or
loss allocable to the Participant's Company Matching and After-Tax Contributions
for the Plan Year calculated for such Plan Year by a fraction. The numerator of
the fraction is such Participant's Excess
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Aggregate Contributions for such Plan Year and the denominator is the sum of (i)
the Participant's total Account balance attributable to Company Matching and
After-Tax Contributions and amounts treated as Matching Contributions as of the
beginning of the Plan Year, plus (ii) the Participant's Company Matching and
After-Tax Contributions and amounts treated as Company Matching Contributions
for the Plan Year.
3.7.7 Family Aggregation. In the case of a Highly Compensated
Employee whose actual contribution percentage is determined under Section 3.7.3,
the determination of the amount of Excess Aggregate Contributions shall be made
by reducing his actual contribution percentage as required under Section 3.7.5
and allocating the Excess Aggregate Contributions for the Highly Compensated
Employee and his Family Members among each such Employee in proportion to his
Company Matching and After-Tax Contributions.
3.8 Aggregate Limitation on Before-Tax Contributions and Company
Matching and After-Tax Contributions. The limitation on Before-Tax Contributions
under Section 3.6 or the limitation on Company Matching and After-Tax
Contributions under Section 3.7 shall be reduced, as determined by the
Committee, to the extent necessary so that the sum of the average deferral
percentage (as determined under Section 3.6.2) and the average contribution
percentage (as determined under Section 3.7.2), for the eligible Highly
Compensated Employees during the Plan Year does not exceed the "aggregate limit"
on Before-Tax Contributions and Company Matching and After-Tax Contributions
determined under this Section 3.6. The "aggregate limit" shall be the greater
of:
3.8.1 the sum of:
3.8.1.1 125% of the greater of:
(i) the average deferral percentage of the eligible
Non-Highly Compensated Employees as determined under Section 3.6.2
for the Plan Year, or
(ii) the average contribution percentage of the
eligible Non-Highly Compensated Employees as determined under
Section 3.7.2 for the Plan Year, and
3.8.1.2 two plus the lesser of the amount determined
under subsection (i) or (ii) immediately above, but not more than
200% of such lesser amount; or
3.8.2 the sum of:
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3.8.2.1 125% of the lesser of:
(i) the average deferral percentage of the eligible
Non-Highly Compensated Employees as determined under Section
3.6.2 for the Plan Year, or
(ii) the average contribution percentage of the
eligible Non-Highly Compensated Employees as determined under
Section 3.7.2 for the Plan Year, and
3.8.2.2 two plus the greater of the amount determined
under subsection (i) or subsection (ii) immediately above, but
not more than 200% of such greater amount.
3.9 Plan Aggregation; Special Rule.
3.9.1 The actual deferral percentage under Section 3.6.2 and
the actual contribution percentage under Section 3.7.2 for an eligible Employee
who is a Highly Compensated Employee for the Plan Year and who is eligible to
have Before-Tax Contributions, Company Matching Contributions or After-Tax
Contributions allocated to his accounts under two or more plans described in
section 401(a) or arrangements described in section 401(k) of the Code that are
maintained by the Employer, shall be determined as if all such Before-Tax
Contributions, Company Matching Contributions and After-Tax Contributions were
made under a single arrangement.
3.9.2 For purposes of satisfying the limitation on Before-Tax
Contributions of Section 3.6 and the limitation on Matching and After-Tax
Contributions of Section 3.7, in the event that this Plan satisfies the
requirements of section 410(b) of the Code only if aggregated with one or more
other plans, or if one or more other plans satisfy the requirements of section
410(b) of the Code only if aggregated with this Plan, then actual deferral
percentages under Section 3.6.2 and actual contribution percentages under
Section 3.7.2 of eligible Employees shall be determined as if all such plans
were a single plan.
3.9.3 The determination and treatment of the actual deferral
percentage and the actual contribution percentage of any Participant shall
satisfy such other requirements as may be prescribed by the Secretary of the
Treasury.
3.10 Changes or Suspension of Contributions. A Participant may
change his Basic and Additional Contributions in the manner prescribed by the
Administrative Committee.
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Participant may suspend his Basic and Additional Contributions, or only his
Additional Contributions, provided the Participant gives notice in the manner
and time prescribed by the Administrative Committee. A Participant may resume
contributions at any time that is at least six months following a suspension by
giving notice in the manner and time prescribed by the Administrative Committee.
Effective January 1, 1995, however, a Participant may resume contributions at
any time following a suspension by giving notice in the manner and time
prescribed by the Administrative Committee.
3.11 Contributions Returnable to the Company. Matching Company
Contributions, Additional Matching Company Contributions and Participant
Before-Tax Contributions to the Trust Fund may be refunded to the Company, to
the extent such refunds do not, in themselves, deprive the Plan of its qualified
status, under the following circumstances and subject to the following
limitations:
3.11.1 Disallowance of Deduction. To the extent that a Federal
income tax deduction is claimed by the Company and is disallowed by the Internal
Revenue Service for any Contribution made by the Company, the Trustee shall
refund to the Company the amount so disallowed, upon presentation of evidence of
disallowance and a demand by the Company for such refund. Demand and repayment
must be effectuated within one (1) year after the date of disallowance. Income
and gains attributable to the excess contribution in the case of a mistake of
fact or a disallowed deduction may not be recovered by the Participating
Employer. Losses attributable to such contribution shall reduce the amount the
Participating Employer may recover.
3.11.2 Mistake of Fact. In the case of Matching Company
Contributions or Before-Tax Contributions which are made, in whole or in part,
by, reason of a mistake of fact (as for example, incorrect information as to the
eligibility or Compensation of a Participant, or a mathematical error), so much
of such contributions as is attributable to the mistake of fact shall be
returned to the Company on demand, upon presentation to the Trustee of evidence
of the mistake of fact and calculations as to the impact of such mistake. Demand
and repayment must be effectuated within one (1) year after the date of payment
of the Matching Company Contributions or Before-Tax Contributions to which the
mistake applies.
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ARTICLE IV
INDIVIDUAL ACCOUNTS
4.1 Establishment of Individual Accounts. The Administrative Committee
shall maintain or cause to be maintained adequate records to reflect at all
times the interest in the Trust Fund of each Participant. Such records shall be
in the form of separate Individual Accounts for each Participant who has an
interest in the Trust.
4.2 Allocation of Contributions. Contributions for Participants shall
be allocated to their Individual Accounts no less frequently than monthly.
4.3 Allocation of Income and Expenses. Any earnings and losses, and any
administrative expenses of each Investment Fund, shall be allocated as of each
Valuation Date. Administrative expenses shall be allocated pursuant to the
direction of the Administrative Committee, in a uniform manner treating all
Participants who are active Employees similarly, and all Participants who are
inactive Employees similarly.
4.4 Allocation of Forfeitures. Any forfeitures to be allocated
hereunder shall be applied by the Company to reduce Matching Company
Contributions by an amount equal to the forfeitures.
4.5 Investment Direction of Contributions. Any Contributions allocated
to a Participant's Individual Accounts, except Additional Matching Company
Contributions, may be invested in any and all of the Investment Funds as
directed by the Participant, provided that the contributions invested in any
such Fund shall be a percentage that is a whole number. Matching Company
Contributions shall be invested in the same Investment Funds and the same
proportions as selected by the Participant for his Basic Contributions.
Additional Matching Company Contributions shall be first invested in Campbell
Stock. Thereafter, the Additional Matching Company Contributions may be
invested, if so elected by the Participant, in any of the Investment Funds.
4.5.1 Change of Investment Directions. Any direction by a
Participant for investment of Contributions to his Individual Accounts shall be
deemed to be a continuing direction until changed. A Participant may change his
investment direction for future Contributions, in multiples of 10%, on any date
that the New York Stock Exchange is open for business in a manner prescribed by
the Administrative Committee. Effective January 1, 1995, however, a Participant
may change his investment direction for future Contributions in any whole
percentage.
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4.5.2 Changes in Investments. A Participant may direct that all or
any part, in multiples of 10%, of his Individual Accounts in the Investments
Funds be changed into any other Fund on any date that the New York Stock
Exchange is open for business in a manner prescribed by the Administrative
Committee. Effective January 1, 1995, however, a Participant may change
investments in either whole percentages or whole dollar amounts. Notwithstanding
the above, however, a Participant who wishes to transfer money from a guaranteed
investment contract Fund into a money market Fund must first transfer his
interest into a non-money market Fund for a period of 90 days.
4.5.3 Investments in Campbell Stock. Any Contributions allocated
to a Participant's Individual Accounts that are invested in the Campbell Soup
Company Stock Fund shall be used to purchase a proportional interest in the
Campbell Soup Company Stock Fund that shall be measured in units of
participation, rather than shares of Campbell Stock. Such units shall represent
a proportionate interest in all of the assets of the Campbell Soup Company Stock
Fund.
4.6 Notification to Participants. At least once each Plan Year the
Administrative Committee or its delegate shall advise each Participant of the
value of his Individual Accounts.
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ARTICLE V
DISTRIBUTIONS
5.1 Amount of Distribution. The amount of any distribution that may be
made under this Article V, except for installment payments under Section 5.4.2,
shall be equal to that portion of the Participant's fully vested Individual
Accounts to which he is entitled.
5.2 Manner. Distributions of a Participant's Individual Accounts shall
be made in a single payment or in installments in accordance with Section 5.4.2
as follows:
5.2.1 All Investment Funds other than the Campbell Soup Company
Stock Fund shall be distributed in cash; and
5.2.2 The units in the Campbell Soup Company Stock Fund shall be
converted to and distributed in shares, with cash representing the value of any
fractional share, unless the Participant elects, in a manner prescribed by the
Administrative Committee, to receive cash. Effective January 1, 1995, a
Participant who terminates employment prior to reaching age 55 with Individual
Accounts that in the aggregate are not valued at more than $3,500 as of the last
date of the calendar quarter coincident with or immediately following his
termination, shall receive a distribution pursuant to Section 5.3.2.2 and his
units in the Campbell Soup Company Stock Fund shall be converted to and
distributed in cash, unless the Participant elects to receive shares.
5.3 Timing and Valuation of Distributions. The number of shares or
units and values in Investment Funds shall be determined as of the following
dates:
5.3.1 Annual Withdrawals While an Employee. An Employee may make
one withdrawal during each Plan Year and his Individual Accounts shall be valued
as of the Valuation Date on or immediately following the date that the Employee
requests the withdrawal.
5.3.2 Termination of Employment.
5.3.2.1 Individual Accounts Greater Than $3,500. If a
Participant who ceases to be an Employee and whose Individual Accounts are, in
the aggregate, valued at more than $3,500, withholds consent to distribution,
then the value of his Individual Accounts shall be determined as of the
Valuation Date coincident with or, if not administratively practicable, next
following the earlier of (A) his consent to distribution or (B) if he ceases to
be an Employee before reaching age 55, his reaching Normal Retirement Age, or if
he ceases to be an Employee
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on or after reaching age 55, March 15 of the year immediately following the year
in which he reaches age 70-1/2.
5.3.2.2 Individual Accounts Not Greater Than $3,500. If a
Participant ceases to be an Employee prior to reaching age 55 and whose
Individual Accounts are, in the aggregate, not valued at more than $3,500 as of
the last day of the calendar quarter coincident with or immediately following
his termination, his Individual Accounts shall be distributed as soon as legally
permissible and administratively practicable.
5.3.3 Settlement At End of Deferral Period. As of the Valuation
Date when deferral ends in accordance with Section 5.4.3.
5.3.4 Settlement In the Event of Death of the Participant. As of
the Valuation Date when the Participant's Beneficiary elects to receive the
Participant's benefits under the Plan and has presented all necessary legal
documents, provided that the Beneficiary must take a complete distribution of
the Participant's Individual Accounts no later than one year following the
Participant's date of death.
5.4 Time of Payment.
5.4.1 Payment shall be made as soon as practicable after the
relevant date set forth in Section 5.3 unless the Participant elects installment
payments as provided below.
5.4.2 A Participant who separates from service on or after
reaching age 55 may elect by giving notice to the Administrative Committee in
the manner prescribed by the Administrative Committee, to receive his Individual
Accounts in equal or substantially equal installment payments over a period
certain specified by the Participant in such election, but in no event may such
period (A) extend beyond the life expectancy of the Participant or the joint
life expectancies of the Participant and his spouse, or (B) 15 years, whichever
is less. Each installment payment shall equal the total balance in the
Participant's Individual Accounts, divided by the amount of remaining
installments that will be made, including the one to be made at the current
time. A Participant may elect to receive installment payments on an annual,
semi-annual, quarterly or monthly basis.
5.4.3 A Participant who separates from service on or after
reaching age 55 may defer payment of his Individual Accounts by not electing a
distribution of his Individual Accounts. No such deferred distribution of a
Participant's Individual Accounts may extend beyond the date specified in
Section 5.8. A Participant who defers under this Section 5.4.3 shall have the
right to change Investment Funds in accordance with Section 5.5.
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5.4.4 If there is doubt as to who should receive a payment, the
Administrative Committee shall direct the Trustee either to retain it until the
rights thereto are determined or pay it to a court of appropriate jurisdiction,
and in the latter case the Plan, Trust, Administrative Committee, Trustee and
Company shall be under no further liability to anyone. Such payment shall not in
any event be subject to any escheat provisions of any state, municipality or
other governmental entity.
5.5 Benefits in Excess of $3,500. If the value of the Participant's
Individual Accounts exceeds $3,500, and the Participant is under Normal
Retirement Age at the time set for distribution, the Participant must consent to
such distribution. If the Participant does not consent, then the amounts
credited to his Individual Accounts shall remain in those Individual Accounts
until the earlier of his consent to distribution or attainment of Normal
Retirement Age and his Individual Accounts shall be maintained in the same
Investment Funds as at the time of his separation from service until
distribution. Effective July 1, 1995, however, Participants who are no longer
Employees shall have the same rights as to the investment of those Individual
Accounts as are available to Participants who are Employees. Also effective July
1, 1995, the Administrative Committee may cause the Trustee to debit, quarterly
in arrears, an amount not to exceed the annual participant fee charged by the
Trustee against such Individual Accounts, whether or not such fees are being
debited against Individual Accounts of Participants who are Employees, to
reflect the costs of maintaining the Individual Accounts of Participants who are
no longer Employees.
5.6 Latest Date for Commencement of Benefits.
5.6.1 Termination of Employment Before Age 55. Payments to a
Participant who terminates employment prior to reaching age 55 shall in any
event commence upon the Participant's reaching Normal Retirement Age.
5.6.2 Termination of Employment At or After Age 55. A Participant
who terminates employment on or after reaching age 55 shall have the right to
receive payments upon such termination or to defer any payments until not later
than March 15 of the calendar year following the year in which the Participant
reaches age 70-1/2.
5.6.3 Notwithstanding Section 5.6.1, if the amount of the
distribution required to be made on a date determined under this Section 5.6.3
or under any other Section of the Plan cannot be ascertained by such date or if
the Administrative Committee is unable to locate the Participant after making
reasonable efforts to do so, a payment retroactive to such date may be made no
later than 60 days after the later of (A) the date on which the amount of such
payment can be ascertained under the Plan or (B) the date on which the
Participant is located.
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5.7 Distribution Requirements. Distributions from the Plan shall be
made in a single payment as soon as practicable after a Participant terminates
service with the Company, except as otherwise provided in Sections 5.3 and 5.4.
5.8 Commencement of Benefits. Subject to Sections 5.3.2.1 and 5.6, the
accrued benefit of a Participant must be distributed, or commence to be
distributed, no later than the April 1 following the calendar year in which such
individual attains age 70-1/2, except for individuals who had attained age
70-1/2 before January 1, 1988.
5.9 Death Distribution Provisions. If the Participant dies, whether
before or after distribution of his Individual Accounts has commenced, the
vested balance standing to the credit of his Individual Accounts shall be
distributed in a single payment to the Participant's Beneficiary as soon as
practicable after the death of the Participant, but in any event not later than
one year after the date of death of the Participant.
5.10 Retirement. Upon attaining his Normal Retirement Age, a
Participant's nonforfeitable interest in his Individual Accounts shall be
distributed in accordance with Section 5.1 unless the Participant is still
employed or had reached age 55 at the time of his termination of employment.
5.11 Participation After Normal Retirement Date. If a Participant does
not retire on his Normal Retirement Date, but continues to be an Employee, he
may continue to participate in the Plan until he retires. The Individual
Accounts of a Participant who retires after his Normal Retirement Date shall
continue to be fully vested and payment thereof shall be made in accordance with
Section 5.1.
5.12 Death.
5.12.1 Designation of Beneficiary.
5.12.1.1 In the event a Participant has a surviving spouse
at his death, the spouse shall be the Participant's sole beneficiary, unless the
spouse has previously consented to the payment of the Participant's Individual
Accounts to another beneficiary as follows:
5.12.1.1.1 A Qualified Election for payment of a
Participant's Account to a beneficiary other than the spouse upon the
Participant's death requires consent by the spouse in writing on the appropriate
form filed with the Administrative Committee during the election period provided
in subparagraph 5.12.1.1.2, below. To be effective, the
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spouse's consent to a Participant's designation of a non-spouse beneficiary must
be irrevocable, must be witnessed by a notary public, and must specifically
acknowledge either (i) the specific non-spouse beneficiary or (ii) the right of
the spouse to limit the consent to a specific beneficiary. Notwithstanding this
requirement, if the Participant establishes to the satisfaction of the
Administrative Committee that written consent can not be obtained because there
is no spouse or the spouse cannot be located, the Participant's designation of a
non-spouse beneficiary will be effective without requiring the spouse's consent.
Additionally, a revocation of a prior consent may be made by a Participant
without the consent of the spouse at any time before the commencement of
benefits. The number of revocations or consents shall not be limited.
5.12.1.1.2 The election period for the spousal
consent shall begin on the first day of the Plan Year in which the Participant
commences to participate in the Plan and ends on the earlier of the date of the
Participant's death or the date benefit payments commence.
5.12.1.2 Each Participant may designate in writing a
Beneficiary to receive all benefits from his Individual Accounts which may
become payable in the event of his death. The designation shall be made on a
form furnished by the Administrative Committee. The designation of Beneficiary
may include contingent Beneficiaries; Beneficiaries need not be individuals. A
Participant may, at any time, revoke or change his designation by completing the
appropriate form, but a designation of Beneficiary on file with the
Administrative Committee shall remain in effect until it is revoked or replaced
by a new designation form. If a Participant fails to designate a Beneficiary, or
if the Beneficiary designation is no longer valid, the amount payable upon the
death of the Participant shall be paid to his surviving spouse, and if none, to
his estate.
5.12.1.3 A Participant's beneficiary designation and
related spousal consent, if any, filed pursuant to the Previous Plan shall
remain in effect for his Individual Accounts under the Plan until it is revoked
or replaced by a new designation form.
5.12.2 Distribution. Upon the death of a Participant who is
employed at the time of his death, his Beneficiary shall be fully vested with
respect to his Individual Accounts and payment shall be made in the form of a
single lump sum payment as soon as administratively practicable following the
end of the month in which the Participant died. Effective upon a Participant's
death on or after January 1, 1995, the Participant's Beneficiary shall have the
option to defer distribution of the Participant's Individual Accounts for no
longer than one year following the Participant's date of death.
5.13 Other Termination of Employment. If a Participant's employment
with the Company terminates for any reason other than his retirement, death or
Disability, such Participant
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shall be entitled to the distribution of the balance of his Individual Accounts,
except that the portion of his Matching Company Contributions Account which is
not vested shall be forfeited.
5.13.1 Forfeitures. A Participant to whom this Section 5.13
is applicable shall forfeit that portion of his Matching Company Contributions
Account to which he is not entitled under Section 2.3 and the amount thus
forfeited shall remain in the Trust and shall, after the Participant has a
one-year Break-in-Service, be released for allocation pursuant to Section 4.4.
If a former Participant who has received a distribution becomes an Employee
again before having a one-year Break-in-Service and makes the repayment
described in Section 5.13.2, the amount otherwise forfeitable will be restored
to his Matching Company Contributions Account. If a former Participant becomes
an Employee again after having a one-year Break-in-Service but before having
five (5) consecutive Breaks-in-Service and makes the repayment described in
Section 5.13.2, a special contribution, equal to the forfeited amount,
unadjusted by income, gains or losses, will be made to restore such forfeited
amount to his Matching Company Contributions Account. Such special contribution
shall, to the extent possible, be made from any other Participant's forfeitures
then available for allocation hereunder and, to the extent such other
forfeitures are not sufficient, a special contribution shall be made by the
Company. If a former Participant who has not received a distribution of his
Individual Accounts becomes an Employee again before having five (5) consecutive
Breaks-in-Service, such Participant will not have to make the repayment required
by Section 5.13.2 before his Matching Company Contributions Account is restored.
5.13.2 In order to receive the restoration described in
Section 5.13.1, the Participant must, after his reentry into the Plan, and
before he incurs five (5) consecutive Breaks-in-Service and within five (5)
years of his reemployment with the Company, repay to the Plan the amount of any
distribution he received on account of such Break-in-Service (except for the
amount attributable to Rollover Contributions and Additional Contributions).
5.14 In-Service Annual Withdrawal. Each Participant, by notifying
the Administrative Committee in the manner prescribed by the Administrative
Committee before the effective date of the withdrawal, may withdraw on any date
any amounts from any of his Individual Accounts, while an Employee, subject to
the following. A Participant who has five (5) years of continuous participation
in the Plan (including years of participation in the Previous Plan provided all
of his accounts from the Previous Plan are transferred to this Plan) may
withdraw all or a portion of the balances in his Individual Accounts, except for
his Before-Tax Account. A Participant who has attained age 59-1/2 may also
withdraw all or a portion of his Before-Tax Account. The withdrawal, other than
a total withdrawal, must be in multiples of $100 or in full shares with a value
in excess of $100. Effective January 1, 1995, any withdrawal that is less than
all of the balance of an Individual Account must be designated in dollar
amounts, whether paid in
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cash or shares of Campbell Stock, but does not need to be in multiples of $100.
Annual Withdrawals are limited to one per Plan Year.
5.15 In-Service Hardship Withdrawal - General Rules. An eligible
Participant may, while an Employee, elect to withdraw up to 100% of his
Before-Tax Contributions, and earnings credited on those contributions through
December 31, 1988. Such election shall be in the manner prescribed by the
Administrative Committee. A Participant is eligible to make a hardship
withdrawal under this Section 5.15 only if the withdrawal is for a purpose that
the Administrative Committee determines is a Qualified Emergency, as defined in
Section 5.16, and the requirements of Section 5.17 are met.
5.16 Definition of Qualified Emergency. As used in this Article V,
the term "Qualified Emergency" means an immediate and heavy financial hardship
of the Participant. The following circumstances, and no others, meet the
definition of "Qualified Emergency":
5.16.1 payment of tuition and related educational expenses
for the next 12 months of post-secondary education for the Participant or his
spouse, child or dependent;
5.16.2 payment of unreimbursed medical expenses described in
section 213(d) of the Code that have been incurred by the Participant, his
spouse or dependent or a distribution necessary for such persons to obtain
medical care described in section 213(d) of the Code;
5.16.3 the purchase (excluding mortgage payments) of the
Participant's principal residence;
5.16.4 the need to prevent the eviction of the Participant
from his principal residence or foreclosure on the mortgage of the Participant's
principal residence; and
5.16.5 any other expense that is deemed to be a Qualified
Emergency expense by the Internal Revenue Service.
5.17 Requirements for Hardship Withdrawal. A hardship withdrawal
under Section 5.15 shall be permitted only if the following requirements are
met:
5.17.1 the distribution does not exceed the amount of the
Qualified Emergency expense (including a reasonable amount to enable the
Participant to pay taxes and penalties on such withdrawal);
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5.17.2 the Participant has obtained all distributions, other
than hardship withdrawals, and all non-taxable loans currently available under
all plans maintained by the Company, unless obtaining such loan would increase
the severity of the Participant's hardship;
5.17.3 the Plan and all other plans maintained by the Company
suspend Before-Tax Contributions and other contributions by the Participant for
at least 12 months after the receipt of the hardship withdrawal; and
5.17.4 the Plan and all other plans maintained by the Company
provide that the Participant may not make Before-Tax Contributions for the
Participant's taxable year immediately following the taxable year of the
hardship withdrawal in excess of the applicable limit imposed on Before-Tax
Contributions under Section 3.3 for such taxable year, less the amount of the
Participant's Before-Tax Contributions for the taxable year of the hardship
withdrawal.
If the Secretary of the Treasury prescribes additional methods for meeting the
requirements for hardship withdrawal, such additional methods shall be
incorporated herein by reference.
5.18 Order of Withdrawals from Participant's Individual Accounts.
Withdrawals under Sections 5.14 and 5.15 shall be made from the Participant's
Individual Accounts in the order indicated below and no amount may be withdrawn
from an account until the balance of the preceding account is zero. Effective
January 1, 1995, a Participant is not subject to the hierarchy in this Section
5.18, although distributions made from a Participant's Post-1986 Participant
After-Tax Account shall be made in accordance with Section 5.18.2.
5.18.1 Withdrawal of Pre-1987 Participant After-Tax Account.
The amount to be withdrawn may be all or any portion of his Affiliate Plan
Contributions credited as of December 31, 1986.
5.18.2 Withdrawal From Post-1986 Participant After-Tax
Account. The amount to be withdrawn may be all or any portion of his
Contributions credited after December 31, 1986, provided that the amount to be
withdrawn shall consist partially of After-Tax Contributions and partially of
taxable earnings and gains thereon. The amount consisting of After-Tax
Contributions shall be the portion of the amount to be withdrawn that bears the
same ratio to the amount to be withdrawn as the balance of post-1986 After-Tax
Contributions bears to the balance of the entire account. The remaining amount
shall be earnings and gains. In the alternative, effective January 1, 1995, a
Participant may make a withdrawal from this Account consisting solely of
earnings and gains.
5.18.3 Withdrawal of Earnings and Gains on Pre-1987 After-Tax
Participant Contributions. The amount to be withdrawn may be all or any portion
of the total of
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the investment earnings and gains, if any, then held in the Pre-1987 Participant
After-Tax Account.
5.18.4 Withdrawal From Rollover Account. The amount to be
withdrawn may be all or any portion of the balance of the Rollover Account.
5.18.5 Withdrawal From Matching Company Contributions
Account. The amount to be withdrawn may be all or any portion of the balance of
the Matching Company Contributions Account, provided it is 100% vested.
5.18.6 Withdrawal From Before-Tax Account. The amount to be
withdrawn may be all or any portion of the Participant's contributions to his
Before-Tax Account.
5.19 Direct Transfers - Eligible Rollover Distributions. Effective
January 1, if one or more distributions from a Participant's Individual Accounts
constitutes an "eligible rollover distribution," within the meaning of section
402(c)(4) of the Code, the Participant may elect to have all or a portion of the
distribution paid directly to an individual retirement account or annuity (an
"IRA") or a plan qualified under Code section 401(a) or 403(a) (collectively, an
"eligible retirement plan"). The Participant may not elect to have portions of
an eligible rollover distribution paid directly to more than one eligible
retirement plan. In addition, the Participant will not be permitted to elect a
direct rollover with respect to eligible rollover distributions that are
reasonably expected to total less than $200 during the year. The Administrative
Committee shall direct the Trustee to make such payment upon receipt from the
Participant of the name of the eligible retirement plan to which such payment is
to be made, a representation that the eligible retirement plan is an IRA or a
plan qualified under section 401(a) or 403(a) of the Code, and such other
information and documentation as the Administrative Committee may reasonably
require to authorize such payment. The Participant's election to make or not to
make a direct rollover with respect to one distribution that is part of a series
of payments will apply to all future distributions until the Participant
subsequently changes the election. If the Participant fails to elect whether or
not a distribution is to be paid in a direct rollover, the Participant will be
deemed to have elected not to have any portion of the distribution paid in a
direct rollover. This Section shall apply, to the extent required by law, to a
Beneficiary who is the Participant's surviving spouse and to a spouse or former
spouse who is an alternate payee under a qualified domestic relations order, as
defined in section 414(p) of the Code, except that only an IRA will be deemed to
be an eligible retirement plan with respect to a surviving spouse of a deceased
Participant.
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ARTICLE VI
LOANS TO PARTICIPANTS
6.1 Plan Loans. The Administrative Committee may cause the
Trustee to lend to any Participant who applies for a loan the amount applied for
by the Participant, upon such terms as the Administrative Committee may see fit,
subject to all of the requirements of Section 6.2.
6.2 Loan Requirements.Loan Requirements
6.2.1 Such loans shall be made available to all Participants
subject only to each such Participant's demonstration, on the basis of uniform
and non-discriminatory rules and procedures established by the Administrative
Committee, of his ability to repay the loan, plus interest.
6.2.2 In no event shall a Participant take more than one loan
during any Plan Year, and no more than one loan shall be outstanding at any
time.
6.2.3 The amount of the loan, when added to the outstanding
balance of all prior loans to such Participant, shall not exceed the lesser of:
6.2.3.1 $50,000, reduced by the excess (if any) of (i)
the highest outstanding balance of loans from the Plan during the one-year
period ending on the day before the date on which such loan was made, over (ii)
the outstanding balance of loans from the Plan immediately before the loan in
question was made; or
6.2.3.2 50% of the amount in the Participant's
Individual Accounts that is fully vested.
6.2.4 The amount of any loan shall be at least $1,000.
6.2.5 An amount equal to the principal amount of the loan
shall be security for such loan.
6.2.6 Any such loan shall be repaid, in the case of a
Participant who is an Employee by payroll withholding or by installment payments
in the case of a Participant who is not an Employee, as determined by the
Administrative Committee; provided that such repayments shall be made not less
frequently than quarterly on the basis of substantially level amortization, with
full repayment within four and one half years from the date the loan is made.
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6.2.7 No loans shall be granted to any Employee or his
Beneficiary that provide for a repayment period extending beyond such Employee's
Normal Retirement Date; provided, however, effective January 1, 1995 loans shall
be granted regardless of whether the repayment period extends beyond an
Employee's Normal Retirement Date.
6.2.8 Such loan shall bear a fixed or variable rate of
interest commensurate with the interest rates charged by persons in the business
of lending money for loans that would be made under similar circumstances, as
determined by the Administrative Committee from time to time and set forth in
the Trust Agreement.
6.2.9 The loan amount shall be debited against the
Participant's Investment Accounts and repayments of principal and interest shall
be credited to such accounts.
6.2.10 The Participant shall agree at the time the loan is
made that the outstanding principal and interest on the loan at the time the
Participant or his Beneficiary receives a distribution under Article V shall be
deducted from the amount otherwise distributable to such Participant or
Beneficiary.
6.2.11 No note or other document evidencing any such loan
shall be negotiable or otherwise assignable.
6.3 Failure to Make Timely Payment. In the event an installment
payment is not paid within 90 days following the due date of an installment the
loan shall be in default. At that time, the Administrative Committee or its
delegate shall accelerate the loan and to reduce the Participant's Individual
Accounts by the amount of the unpaid loan balance, including interest then due.
If the Participant's Individual Accounts must be used to pay any loan that is in
default, the various accounts shall be reduced in the same sequence as that used
for withdrawals, which is set forth in Section 5.18.
6.4 Termination of Employment. In the event of the termination of
an Participant's employment before a loan is repaid in full, the unpaid balance
thereof, together with interest immediately due thereon, shall become due and
payable; and the Trustee shall first satisfy the indebtedness from the amount
payable to the Participant or to the Participant's Beneficiary in the case of
his death, before making any payments to the Participant or to the Participant's
Beneficiary.
6.5 Loans to Former Employees. The Administrative Committee shall
have the right to allow any Participant who ceases to be an active Employee and
who is a "party in interest," as that term is defined in ERISA section 3(14), to
borrow from the Plan under terms and
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conditions reflecting valid economic differences between active Employees and
Participants who are not active Employees that would be considered in a normal
commercial setting, such as the unavailability of payroll deductions for
repayment. Any loan made to a Participant who is not receiving regular pay from
the Company shall be repaid by substantially equal monthly installments. The
Administrative Committee shall cause the Trustee to impose an annual fee for the
administration of each such loan.
6.6 Segregated Investment. The loan shall be made from the
Participant's available Investment Funds on a pro-rata basis. The loan shall be
considered as a segregated investment of the Participant.
6.7 General Administration. The Trustee and the Administrative
Committee or its delegate shall have the right to establish such procedures as
may be reasonable, necessary or desirable to carry out the provisions of this
Article VI.
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ARTICLE VII
ADMINISTRATION OF THE PLAN
7.1 General. The Plan shall be administered by the Administrative
Committee consisting of one or more persons who may, but need not, be Employees
or members of the Board of Directors, to be appointed by and serve at the
pleasure of the Board of Directors. The members of the Administrative Committee
shall elect a chairman. They shall also elect a secretary who may, but need not,
be one of the members of the Administrative Committee. The members of the
Administrative Committee shall be deemed to be the "named administrators and
fiduciaries" of the Plan for purposes of compliance with the fiduciary
responsibility provisions of ERISA.
7.2 Action by the Committee. A majority of the members of the
Administrative Committee at any time in office shall constitute a quorum for the
transaction of business. All resolutions or other actions taken by the
Administrative Committee shall be approved by vote of a majority of those
present at a meeting of the Administrative Committee. Action may be taken
without a meeting pursuant to an instrument in writing signed by a majority of
the members of the Administrative committee. No member of the Administrative
Committee may act on a matter specifically relating to his own participation
under the Plan.
7.3 Powers. The Administrative Committee shall have the following
specific powers, in addition to all other powers which may be implied hereunder
as necessary to carry out the provisions of the Plan:
7.3.1 To make and enforce such rules and regulations as it
shall deem necessary or proper for the efficient administration of the Plan and
the transaction of related business;
7.3.2 To interpret the Plan and to decide any and all matters
arising thereunder, including the right to remedy possible ambiguities,
inconsistencies or omissions;
7.3.3 To compute the amount of benefits which shall be
payable to any Participant or Beneficiary in accordance with the provisions of
the Plan;
7.3.4 To authorize disbursements from the Trust (any
instructions of the Administrative Committee to the Trustee to be in writing and
signed by a designated member of the Administrative Committee or by some other
authorized delegate);
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7.3.5 To employ independent public accountants to examine the
books, records, and any financial statements and schedules which are required to
be included in annual reports;
7.3.6 To file with the appropriate government agencies annual
reports, plan descriptions, summary plan descriptions, and other documents;
7.3.7 To furnish Participants with summary plan descriptions;
7.3.8 To delegate to one or more of the members of the
Administrative Committee the right to act in its behalf in all matters connected
with the administration of the Plan and Trust;
7.3.9 To delegate to any individuals such of the above powers
and duties as the Administrative Committee deems appropriate;
7.3.10 To appoint a Trustee for the purposes provided in
Article VIII, and to approve, amend or terminate any agreements with such
Trustee, and to employ advisors, including but not limited to attorneys,
independent public accountants and actuaries, and such other technical and
clerical personnel as may be required in the Administrative committee's
discretion for the proper administration of the Plan; and
7.3.11 To amend the Plan, consistent with the authority
granted under Article IX.
7.4 Exclusive Benefit Rule. The Administrative Committee shall
administer the Plan for the exclusive benefit of Participants and their
Beneficiaries.
7.5 Plan Interpretation. The Administrative Committee shall have
the authority and responsibility to interpret and construe the Plan and to
decide all questions arising thereunder, including without limitation, questions
of eligibility for participation, eligibility for benefits, Investment Account
balances, and the timing of the distribution thereof, and shall have the
authority to deviate from the literal terms of the Plan to the extent the
Administrative Committee shall determine to be necessary or appropriate to
operate the Plan in compliance with the provisions of applicable law.
All interpretations, determinations and decisions of the
Administrative Committee hereunder shall be final, conclusive and binding upon
the Company, Participants, Beneficiaries, and all other persons having any
interest under the Plan to the extent permitted by ERISA; provided, that all
such interpretations, determinations and decisions shall be applied in a uniform
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manner to all similarly situated Participants, Beneficiaries or any other
persons having any interest in the Plan.
7.6 Claims Procedure. Any denial by the Administrative Committee
of any claim for benefits under the Plan by a Participant or Beneficiary shall
be stated in writing by the Administrative Committee and delivered or mailed to
the Participant or Beneficiary. The Administrative Committee shall furnish the
claimant with notice of the decision not later than ninety days after receipt of
the claim, unless special circumstances require an extension of time for
processing the claim. If such an extension of time for processing is required,
written notice of the extension shall be furnished to the claimant prior to the
termination of the initial 90 day period. In no event shall such extension
exceed a period of 90 days from the end of such initial period. The extension
notice shall indicate the special circumstances requiring an extension of time
and the date by which the Administrative Committee expects to render the final
decision.
The notice of the Administrative Committee decision shall be
written in a manner calculated to be understood by the claimant and shall
include (i) the specific reasons for the denial, including, where appropriate,
references to the Plan, (ii) any additional information necessary to perfect the
claim with an explanation of why the information is necessary, and (iii) an
explanation of the procedure for perfecting the claim. The claimant shall have
60 days after receipt of written notification of denial of his claim in which to
file a written appeal with the Administrative Committee. As a part of any such
appeal, the claimant may submit issues and comments in writing and shall, on
request, be afforded an opportunity to review any documents pertinent to the
perfection of his claim. The Administrative Committee shall render a written
decision on the claimant's appeal ordinarily within 60 days of receipt of notice
thereof but, in no case, later than 120 days.
7.7 Responsibilities and Reports. The Administrative Committee
may pursuant to a written resolution allocate among one or more of its members
specific responsibilities under the Plan and the Administrative Committee may
name other persons to carry out such responsibilities. The Administrative
Committee will be entitled to rely conclusively upon all tables, valuations,
certificates, opinions and reports which are furnished by any actuary,
accountant, controller, counsel or other person who is employed or engaged for
such purposes.
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ARTICLE VIII
ADMINISTRATION OF THE TRUST
8.1 Appointment of Trustee. The Administrative Committee shall
appoint one or more individuals, banks or trust companies to serve as Trustee to
administer all contributions paid to the Trust. Such Trustee or Trustees shall
serve at the pleasure of the Administrative Committee and shall have such
rights, powers and duties as are contained in the Trust Agreement.
8.2 Management of Trust Assets. All Contributions to the Plan
shall be delivered to the Trustee. All such Contributions shall be invested and
managed upon such terms and in such manner as set forth in the Plan and Trust
Agreement.
8.3 Voting Campbell Stock. The number of shares of Campbell Stock
reflecting a Participant's proportional interest in the Campbell Soup Company
Stock Fund in the Participant's Individual Accounts shall be voted by the
Trustee, in accordance with instructions from such Participant providing for a
single direction as to Campbell Stock held in all of his Individual Accounts.
Campbell shall provide Participants with notices and information statements when
voting rights or other rights are to be exercised, the content of which must
generally be the same as for all holders of Campbell Stock. Shares for which no
instructions are received shall not be voted by the Trustee. Campbell may
solicit Participants for voting instructions in much the same manner as it does
for the registered holders of Campbell Stock.
8.4 Tender Offer. Tender Offer
8.4.1 The provisions of this Section shall apply in the event
any person, either alone or in conjunction with others, makes a tender offer, or
exchange offer, or otherwise offers to purchase or solicits an offer to sell to
such person one percent or more of the outstanding shares of Campbell Stock
(herein referred to as a "Tender Offer").
8.4.2 The Trustee may not take any action in response to a
Tender Offer except as otherwise provided in this Section 8.4. Each Participant
may direct the Trustee to sell, offer to sell, exchange or otherwise dispose of
the number of shares of Campbell Stock reflecting the Participant's proportional
interest in the Campbell Soup Company Stock Fund allocated to such Participant's
Individual Accounts in accordance with the provisions, conditions and terms of
such Tender Offer and the provisions of this Section ; provided, however, that
such directions from Participants shall be confidential and shall not be
divulged by the Trustee to anyone, including the Company or any director,
officer, employee or agent of the Company, it being the intent of this provision
of this Section 8.4.2 to ensure that the Company (and its directors, officers,
employees and agents) cannot determine the direction given by any Participant.
Such
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instructions shall be in such form and shall be filed in such manner and at such
time as the Trustee may prescribe.
8.4.3 The Trustee shall sell, offer to sell, exchange or
otherwise dispose of the number of shares of Campbell Stock reflecting the
Participant's proportional interest in the Campbell Soup Company Stock Fund
allocated to the Participant's Individual Accounts with respect to which it has
received directions to do so under this Section for Participants. The proceeds
of a disposition directed by a Participant from the Campbell Soup Company Stock
Fund under this Section shall be allocated to such Participant's Individual
Accounts and be governed by the provisions of Section 8.4.3 and other applicable
provisions of the Plan. Such proceeds, even if allocated to a Participant's
Individual Accounts under the Plan may, in the discretion of the Trustee,
constitute one or more separate investment funds under the Plan governed,
nevertheless, by the provisions of this Section 8.4.3 and other applicable
provisions of the Plan and Trust.
8.4.4 To the extent to which Participants do not instruct the
Trustee or do not issue valid directions to the Trustee to sell, offer to sell,
exchange or otherwise dispose of the number of shares of Campbell Stock
reflecting the Participant's proportional interest in the Campbell Soup Company
Stock Fund allocated to their Individual Accounts, such Participants shall be
deemed to have directed the Trustee that such shares remain invested in Campbell
Stock subject to all provisions of the Plan, including Section 8.4.3., and the
Trust.
8.4.5 Campbell may direct the substitution of new employer
securities for Campbell Stock or for the proceeds of any disposition of Campbell
Stock to the extent provided in the Plan. Pending the substitution of new
employer securities or the termination of the Plan and Trust, the Trust may be
invested in such securities as Campbell (or other fiduciary identified by the
Board of Directors for such purpose) may from time to time direct; provided,
however, in the absence of any direction from Campbell or other fiduciary the
Trustee may invest the cash proceeds in short-term securities issued by the
United States of America or any agency or instrumentality thereof or any other
investments of a short-term nature, including corporate obligations or
participations therein and interim collective or common investment funds.
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ARTICLE IX
AMENDMENT, TERMINATION OR SUSPENSION OF THE PLAN
9.1 Right to Amend, Terminate or Suspend the Plan. Suspend the
Plan
9.1.1 Board of Directors. The Board of Directors expressly
reserves the right to amend, terminate or suspend the Plan at any time and in
any particular manner, and Campbell or any Participating Employer reserves the
right to terminate the Plan with respect to its employees through action by its
respective board of directors, provided that no amendment or termination of the
Plan may be made which would permit any part of the Plan or the Trust Assets to
be used for, or diverted to, purposes other than for the exclusive benefit of
Participants and their Beneficiaries, or which would diminish any rights accrued
for the benefit of Participants or their Beneficiaries prior to the effective
date of the amendment. The Plan may be amended, retroactively, however, if
necessary, to conform the Plan to, or satisfy the conditions of any law,
governmental regulation or ruling, or to permit the Plan to meet the
requirements of the Code or ERISA.
9.1.2 President and Administrative Committee. Subject to the
restrictions in Section 9.1.1, the Administrative Committee or the President of
Campbell may amend the Plan at any time and from time to time, provided that no
such amendment shall (i) increase the costs of the Plan to the Company unless
the amendment is required by the Internal Revenue Code or the Employee
Retirement Income Security Act, or (ii) substantially change the form of the
benefits under the Plan. Any such amendment shall be in writing, signed by a
member of the Administrative Committee or by the President of Campbell, as
applicable, and filed with the Secretary of Campbell; provided that the Board of
Directors shall have exclusive authority to amend Appendix D, relating to a
change in control, consistent with the provisions of such Appendix.
9.2 Plan Termination. Plan Termination
9.2.1 Right to Discontinue Contributions and to Terminate
Plan and Trust. Campbell has established the Plan with the intention and
expectation that from year to year it will be able to make its contributions as
herein provided. However, Campbell realizes that circumstances not now foreseen
or circumstances beyond its control may make it either impossible or inadvisable
to continue to make its contributions as herein provided. In such event,
Campbell, through action by the Board of Directors, shall have the power to
discontinue contributions to the Plan and Trust or to terminate the Plan and/or
Trust by an appropriate resolution, which shall specify the date of termination.
A certified copy of such resolution or other action shall be delivered to the
Administrative Committee and the Trustee.
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9.2.2 Continuance of Trust after Complete Discontinuance of
Contributions to Plan. Upon complete discontinuance of Contributions to the
Plan, the rights of affected Participants under the Plan and Trust shall become
fully vested and nonforfeitable, notwithstanding any other provisions of the
Plan, but in all other respects the Plan and the Trust shall continue in effect,
and be administered in accordance with the provisions of the Plan and the Trust
Agreement.
9.2.3 Vesting Upon Termination or Partial Termination. If the
Plan is terminated or partially terminated, as defined in section 411(d)(3) of
the Code, all nonvested amounts then standing to the credit of the Individual
Accounts of the Participants affected by such termination or partial termination
and who are then employed by the Participating Employer, or who have been
credited with a Year of Service during the Plan Year in which the termination or
partial termination occurs in the case of a Participant who is not employed by
the Participating Employer as of the date of termination or partial termination,
shall immediately vest and be nonforfeitable.
9.2.4 Distribution of Trust Assets. Upon termination or
partial termination of the Plan, notwithstanding any other provisions of the
Plan, the Trustee, at the direction of the Administrative Committee, shall make
payment of such amounts in accordance with Section 5.1, no later than the time
prescribed for the commencement of such payments provided in Section 5.6;
provided that the Participating Employer has not established or does not
maintain another defined contribution plan (other than an employee stock
ownership plan as defined in section 4975(e)(7) of the Code) that constitutes a
"successor plan" within the meaning of Treas. Reg. Section 1.401(k)-1(d)(3), or
other applicable authority. Upon final termination of the Trust, at such time as
shall be determined by Campbell after notification to the Administrative
Committee, the Administrative Committee shall direct the Trustee to liquidate
the assets held in Individual Accounts and, after payment of all expenses and
proportional adjustment of each Participant, to reflect income or losses to the
date of termination, to distribute the balance of each Participant's Individual
Accounts to each Participant, retired Participant, or, if appropriate, to the
Participant's Beneficiary.
9.2.5 Distributees whose Whereabouts are Unknown. In the case
of any Participant or Beneficiary whose whereabouts are unknown at the time of
distribution upon termination of the Plan or the Trust, the Administrative
Committee shall notify him at the last known address by certified mail with
return receipt requested of his right to such a benefit. If the Participant or
Beneficiary cannot be located in this manner, the Participant's entire interest
in his Individual Accounts shall be forfeited, provided however that such
forfeiture shall be restored fully if the Participant or his Beneficiary claims
a benefit under the Plan. Notwithstanding the preceding sentence, upon the
distribution of all Trust Assets, the Trustee shall be discharged from
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all obligations under the Plan and the Trust and no Participant or Beneficiary
shall have any further rights or claims thereunder.
9.3 Certain Sales. In the event that Campbell or a Participating
Employer sells all or substantially all of the assets used in a trade or
business and, as a result, a Participant becomes an employee of the acquiring
company, distribution of the Participant's Individual Accounts shall be made in
the manner prescribed in Section 6.1 as soon as practicable after such sale. In
the event that all or substantially all of the capital stock of a Participating
Employer is sold, distribution of Participant's Individual Accounts shall be
made in the manner prescribed in Section 6.1 as soon as practicable after such
sale, regardless of whether the Participant remains in the employ of the
Participating Employer or becomes an employee of the acquiring company.
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ARTICLE X
MISCELLANEOUS
10.1 Facility of Payment. If any Participant, former Participant
or Beneficiary, in the judgment of the Administrative Committee, is legally,
physically or mentally incapable of personally receiving and acknowledging any
payment due hereunder, payment may be made to the guardian or other legal
representative of such Participant, former Participant or Beneficiary or to such
other person or institution who, in the opinion of the Administrative Committee,
is then responsible for his maintenance or custody. Such payment shall
constitute a full discharge of the Plan, the Trust and the Administrative
Committee.
10.2 Indemnification. The members of the Administrative Committee
shall be indemnified by Campbell to the full extent permitted by law and
Campbell Bylaws against any and all liability arising by reason of any act or
failure to act made in good faith by them with respect to the Plan or Trust,
including, without limitation, expenses reasonably incurred in the defense or
settlement of any claim.
10.3 Employment Not Guaranteed by Plan. Nothing contained in the
Plan shall be construed as a contract of employment between the Company and any
Employee, or as a right of any Employee to be continued in the employment of the
company, or as it limitation on the right of the Company to discharge an
Employee, whether with or without cause.
10.4 Limitation of Liability. No Participant shall have any right
to, or interest in, any part of the Trust Assets during or upon termination of
his employment with the Company or otherwise, except to the extent of the
benefits to which he is entitled under the Plan. All benefits under the Plan
shall be paid solely out of the property and assets of the Trust, and the
Company, the Trustee, and any member of the Administrative Committee shall have
no liability in any manner for such benefits.
10.5 Nonalienation of Benefits. No benefit or interest available
hereunder may be subject to assignment or alienation, either voluntarily or
involuntarily, except in the case of a qualified domestic relations order, as
defined in Code section 414(p).
10.6 Merger of Plans. In the case of any merger or consolidation
of the Plan or the Trust with, or transfer of the assets or liabilities of the
Plan or Trust to, any other plan, the terms of such merger, consolidation or
transfer shall be such that each Participant would receive (in the event of
termination of the Plan or its successor immediately thereafter) a benefit which
is no less than he would have received in the event of termination of the Plan
immediately before such merger, consolidation or transfer.
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10.7 Construction. Provisions of the Plan shall be construed,
administered and enforced in accordance with ERISA, and to the extent not
preempted by federal law, with the laws of New Jersey.
10.8 Unclaimed Benefits. Any benefits payable to a Participant or
Beneficiary which are not claimed for a period of five (5) years from the date
of entitlement as determined by the Administrative Committee and following a
diligent effort to locate such Participant or Beneficiary, including sending a
notice to the IRS and requesting the IRS to forward the notice to the missing
Participant or Beneficiary, and with the approval of the Administrative
Committee, shall be forfeited and applied in accordance with Section 4.4,
provided that such forfeited benefits shall be reinstated if a claim for such
forfeited benefits is made by the Participant or Beneficiary.
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APPENDIX A TO THE CAMPBELL SOUP COMPANY
SAVINGS AND 401(k) PLAN FOR HOURLY-PAID EMPLOYEES
PARTICIPATING EMPLOYERS
In addition to Campbell, the following Employers have been
designated as Participating Employers in the Plan pursuant to Section 1.31 of
the Plan:
<TABLE>
<CAPTION>
Participating Approved Approved Effective
Affiliate Locations Groups Date of Approval
- --------- --------- ------ ----------------
<S> <C> <C> <C>
Campbell Soup Company Maxton, NC All April 1, 1990
Paris, TX All August 1, 1994
Sacramento, CA All January 1, 1995
Fayetteville, AR All April 1, 1995
Tecumseh, NE All April 1, 1995
Worthington, MN All April 1, 1995
Napoleon, OH All August 1, 1995
Davis, CA All August 1, 1995
Modesto, CA All December 1, 1995
Omaha, NE All April 1, 1996
Wauseon, OH All April 1, 1996
Godiva Chocolatier,
Inc. Reading, PA All April 1, 1990
Joseph Campbell
Company Milwaukee, WI All April 1, 1990
Marshall, MI All April 1, 1995
Douglas, GA All April 1, 1995
</TABLE>
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<PAGE> 56
<TABLE>
<S> <C> <C> <C>
Pepperidge Farm,
Incorporated Aiken, SC All April 1, 1989
Downers Grove, IL All April 1, 1989
Downingtown, PA All April 1, 1989
Grand Prairie, TX All April 1, 1989
Lakeland, FL All April 1, 1989
Norwalk, CT All April 1, 1989
Richmond, UT All April 1, 1989
Willard, OH All April 1, 1989
Pepperidge Farm Mail
Order Company, Inc. Clinton, CT All April 1, 1989
Vlasic Foods, Inc. Bonduel, WI All January 1, 1995
Millsboro, DE All January 1, 1995
Campbell's Fresh, Inc. Howe, IN All April 1, 1995
Jackson, OH All August 1, 1995
Blandon, PA All October 1, 1995
Fennville, MI All December 1, 1995
West Chicago, IL All December 1, 1995
Hillsboro, TX All December 1, 1995
Pescadero, CA All April 1, 1996
Dudley, GA All June 1, 1996
</TABLE>
Current as of: June 1, 1996
-A-2-
<PAGE> 57
APPENDIX B TO THE CAMPBELL SOUP COMPANY
SAVINGS AND 401(k) PLAN FOR HOURLY-PAID EMPLOYEES
TOP HEAVY PROVISIONS
B.1 Top-Heavy Requirements. Notwithstanding anything in the Plan
to the contrary, for any Plan Year that the Plan is a Top-Heavy Plan, the Plan
shall meet the requirements of this Appendix B.
B.2 Definitions: For purposes of this Appendix B only, the
following terms shall have the meanings set forth below:
B.2.1 "Employer" means the employer that adopts the Plan, and
all members of a controlled group of corporations (as defined in Code section
414(b), as modified by Code section 415(h)), commonly controlled trades or
businesses (as defined in Code section 414(c) as modified by Code section
415(h)), or affiliated service groups (as defined in Code section 414 (m)) of
which the employer is a part.
B.2.2 "Key Employee" means (A) any employee or former
employee (and the beneficiaries of any such employee) who at any time during the
determination period was an officer of the Employer, if such individuals annual
compensation exceeds 150 percent of the dollar limitation under Code section
415(c)(1)(A), (B) an owner (or considered an owner under Code section 318) of
one of the ten largest interests in the employer if such individuals
compensation exceeds 100% of such dollar limitation, (C) a 5% owner of the
employer, or (4) a 1% owner of the employer who has an annual compensation of
more than $150,000. The "determination period" is the Plan Year containing the
Determination Date and the 4 preceding Plan Years. The determination of who is a
Key Employee will be made in accordance with Code section 416(i)(1) and the
regulations thereunder.
B.2.3 "Non-Key Employee" means any Employee who is not a Key
Employee.
B.2.4 "Super Top-Heavy Plan" means the Plan if it would be a
Top-Heavy Plan if "90%" were substituted for "60%" each time it appears in
Section B.2.5
B.2.5 "Top-Heavy Plan" means this Plan if any of the
following conditions exists:
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B.2.5.1 If the Top-Heavy Ratio for the Plan exceeds 60%
and this Plan is not part of any Required Aggregation Group or Permissive
Aggregation Group of plans, or
B.2.5.2 If the Plan is a part of a Required Aggregation
Group of plans (but which is not part of a Permissive Aggregation Group) and the
Top-Heavy Ratio for the group of plans exceeds 60%.
B.2.5.3 Notwithstanding the above, the Plan shall not
be a Top-Heavy Plan if it is included in a Permissive Aggregation Group, and
after such inclusion the Top-Heavy Ratio for the group does not exceed 60%.
B.2.6 "Top-Heavy Ratio" means the following:
B.2.6.1 If the Employer maintains one or more defined
benefit plans and the Employer has not maintained any defined contribution plans
(including any simplified employee pension plan) which during the 5-year period,
ending on the Determination Date(s) has or has had account balances, the
Top-Heavy Ratio for this Plan alone or for the Required or Permissive
Aggregation Group as appropriate is a fraction, the numerator of which is the
sum of the present values of accrued benefits of all Key Employees as of the
Determination Date(s) (including any part of any accrued benefit distributed in
the 5-year period ending on the Determination Date(s)), and the denominator of
which is the sum of all accrued benefits (including any part of any accrued
benefit distributed in the 5-year period ending on the Determination Date(s)),
determined in accordance with Code section 416 and regulations thereunder.
B.2.6.2 If the Employer maintains one or more defined
benefit plans and the Employer maintains or has maintained one or more defined
contribution plans (including any Simplified Employee Pension Plan) which during
the 5-year period ending on the Determination Date(s) has or has had any account
balances, the Top-Heavy ratio for any Required or Permissive Aggregation Group
as appropriate is a fraction, the numerator of which is the sum of the present
value of accrued benefits under the aggregate defined benefit plan or plans for
all Key Employees, and the sum of account balances under the defined aggregated
contribution plan or plans for all Key Employees as of the Determination
Date(s), and the denominator of which is the sum of the account balances under
the aggregated defined contribution plan or plans and the present values of
accrued benefits under the aggregated defined benefit plans for all Participants
as of the Determination Date(s), all determined in accordance with Code section
416 and the regulations thereunder. The account balances under a defined
contribution plan in both the numerator and denominator of the Top-Heavy Ratio
are adjusted for any distribution of an account balance made in the 5-year
period ending on the Determination Date.
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<PAGE> 59
B.2.6.3 For purposes of Sections B.2.6.1 and B.2.6.2
above, the value of account balances and the present value of accrued benefits
will be determined as of the most recent Valuation Date that falls within the
12-month period ending on the Determination Date, except as provided in Code
section 416 and the regulations thereunder for the first and second Plan Years
of a defined benefit plan. The account balances and accrued benefits of a
Participant (1) who is not a Key Employee but who was a Key.Employee in a prior
year, or (2) who has not received credit for an Hour of Service from any
employer maintaining the Plan at any time during the 5-year period ending on the
Determination Date will be disregarded. The calculation of the Top-Heavy Ratio,
and the extent to which distributions, rollovers, and transfers are taken into
account will be made in accordance with Code section 416 and the regulations
thereunder. Deductible employee contributions will not be taken into account for
purposes of computing the Top-Heavy Ratio. When aggregating plans, the value of
account balances and accrued benefits will be calculated with reference to the
Determination Dates that fall within the same calendar year.
B.2.6.4 Solely for the purpose of determining if the
Plan, or any other plan included in a Required Aggregation Group of which this
Plan is a part, is Top-Heavy (within the meaning of Code section 416 (g)) the
accrued benefit of an Employee other than a key employee (within the meaning of
Code section 416(i)(1)) shall be determined under (a) the method, if any, that
uniformly applies for accrual purposes under all plans maintained by the
Company, or (b) if there is no such method, as if such benefit accrued no more
rapidly than the slowest accrual rate permitted under the fractional accrual
rate of Code section 411(b)(1)(C).
B.3 Minimum Vesting Requirements. A Participant who is
credited with an Hour of Service after the Plan becomes a Top-Heavy Plan and who
has been credited with three Years of Service shall have a 100% vested interest
in his Company Matching Contribution Account.
B.4 Change in Top-Heavy Status. If the Plan becomes a
Top-Heavy Plan and subsequently ceases to be a Top-Heavy Plan, the vesting
schedule in Section B.3 shall continue to apply in determining the vested
percentage of the Company Matching Account of any Participant who had at least
three (3) Years of Service as of the last day of the last Plan Year in which the
Plan was a Top-Heavy Plan. For all other Participants, the vesting schedule in
Section B.3 shall apply only to their Company Matching Accounts as of such last
day.
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B.5 Minimum Contribution Requirement.
B.5.1 This Plan shall provide a minimum contribution
allocation for each Participant who is a Non-Key Employee in an amount equal to
at least 3% of such Participant's Compensation for such Plan Year. Such 3%
minimum contribution shall be increased to 4% for any Plan Year in which the
Employer also maintains a Defined Benefit Plan if necessary to avoid the
application of section 416(h)(1) of the Code, and the minimum contribution shall
be made to this Plan prior to any Defined Benefit Plan maintained by the
Employer.
B.5.2 Unless the Plan is part of a Required Aggregation
Group and enables a Defined Benefit Plan that is included in such Required
Aggregation Group to satisfy sections 401(a)(4) or 410 of the Code, the
percentage minimum contribution required hereunder shall in no event exceed the
percentage contribution made for the Key Employee for whom such percentage is
the highest for the Plan Year.
B.5.3 The minimum contribution shall not be integrated
with Social Security benefits and shall be made for each Participant who is a
Non-Key Employee and who is employed at the end of the Plan Year in question,
regardless of whether such Non-Key Employee has been credited with 1,000 Hours
of Service in such Plan Year and regardless of such Non-Key Employee's level of
Compensation.
B.6 Adjustment for Super Top-Heavy Plan. If the Plan is a
Super Top-Heavy Plan for any Plan Year, then for purposes of Section C.3 of
Appendix C, the defined contribution fraction and the defined benefit fraction
shall be adjusted in the manner described in section 416(h)(1) of the Code.
-B-4-
<PAGE> 61
APPENDIX C TO THE CAMPBELL SOUP COMPANY
SAVINGS AND 401(k) PLAN FOR HOURLY-PAID EMPLOYEES
LIMITATION ON BENEFITS
C.1 Basic Limitation. A Participant's Annual Addition in any
Limitation Year shall in no event exceed the lesser of:
C.1.1 $30,000 or, if greater, one-fourth of the defined
benefit dollar limitation set forth in Code section 415(b)(1) as in effect for
the Limitation Year; or
C.1.2 25% of the Limitation Compensation of the Participant
for such Limitation Year. The Limitation Compensation limit shall not apply to
(i) any contribution for medical benefits (within the meaning of Code section
419A(f)(2) after separation from service which is otherwise treated as an Annual
Addition, or (ii) any amount otherwise treated as an Annual Addition under Code
section 415(l)(1).
C.2 Definitions. For purposes of this Appendix C only, the
following terms shall have the meanings set forth below:
C.2.1 "Annual Addition" means with respect to any
Participant, the sum of the following amounts allocated on behalf of such
Participant for the Limitation Year:
C.2.1.1 Contributions made by the Company allocable
with respect to such Participant;
C.2.1.2 Participant contributions;
C.2.1.3 Forfeitures allocable with respect to such
Participant;
C.2.1.4 Annual Additions attributable to all welfare
benefit funds as defined in Code section 419 (e) maintained by the
Company; and
C.2.1.5 Amounts allocated to an individual medical
account as defined in Code section 415(l)(1).
C.2.2 "Excess Amount" means the excess of the Participant's
Annual Additions over the limitation set forth in Section C.1, less any loading
and other administrative charges allocable to such excess.
-C-1-
<PAGE> 62
C.2.3 "Limitation Compensation" means compensation as defined
for purposes of Code section 415. For purposes of this Section C.2.3, Limitation
Compensation only includes compensation actually paid or made available during
the applicable Limitation Year.
C.2.4 "Projected Annual Benefit" means the Participant's
annual benefit under a defined benefit plan payable in the form of a straight
life annuity computed on the assumptions that the Participant will remain
employed until Normal Retirement Age (or his current age, if later) and that his
Compensation will remain at its current level until that time.
C.3 Limitation for Participants in a Combination of Plans. In the
case of a Participant who participates in the Plan and any other qualified
defined contribution plan and a qualified defined benefit plan maintained by the
Company, the amount of the Annual Additions which may be allocated to such
Participant's accounts under this plan shall not exceed the limitations in
Section C.1 and, in addition, shall be reduced to the extent necessary to
prevent the decimal equivalent of the sum of the defined benefit plan fraction
and the defined contribution plan fraction in any Limitation year from exceeding
1.0. For purposes of applying the limitations of this Section C.3, the following
rules shall apply:
C.3.1 Defined Benefit Fraction. For any Participant, the
fraction (determined as of the last day of the Limitation Year) which shall have
a numerator equal to the Projected Annual Benefit of the Participant and a
denominator which is equal to the lesser of:
C.3.1.1 1.25 multiplied by the dollar limitation in
effect under Code section 415(b)(1)(A) for such Limitation Year; or
C.3.1.2 1.4 multiplied by 100% of the Participant's
average Compensation for his high three years.
C.3.2 Defined Contribution Fraction. For any Participant, the
fraction (determined as of the last day of the Limitation Year) which shall have
a numerator equal to the sum of all of the Participant's Annual Additions and a
denominator which is equal to the sum of the lesser of the following amounts
determined for such Limitation Year and for each prior Limitation Year for which
the Participant was credited with a Year of Service:
C.3.2.1 1.25 multiplied by the dollar limitation in
effect under Section C.1.1 for such Limitation Year; or
C.3.2.2 1.4 multiplied by 25% of the Participant's
Limitation Compensation for such Limitation Year.
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<PAGE> 63
C.4 Treatment of Similar Plans. The limitations of this Appendix
C with respect to any Participant who at any time has participated in any other
defined contribution plan which is qualified under Code section 401(a) or in
more than one qualified defined benefit plan, maintained by the Company, shall
apply as if the total benefits payable under all such defined benefit plans in
which the Participant has been a participant were payable from one plan, and as
if the total Annual Additions made to all defined contribution plans in which
the Participant has been a participant were made to one plan.
C.5 Excess Amounts.
C.5.1 Determination of Estimated Limitation Compensation.
Prior to the determination of the Participant's actual Limitation Compensation
for a Limitation Year, the amounts referred to in Section 11.1 may be determined
on the basis of the Participant' s estimated annual Limitation Compensation for
such Limitation Year. Such estimated annual Limitation Compensation shall be
determined on a reasonable basis and shall be uniformly determined for all
Participants similarly situated. Any Matching Company Contributions (including
any allocation of forfeitures) , Before-Tax Contributions and After-Tax
Contributions based on estimated annual Limitation Compensation shall be reduced
by any Excess Amounts carried over from prior years.
C.5.2 Determination of Actual Limitation Compensation. As
soon as is administratively feasible after the end of Limitation Year, amounts
referred to in Section C.1 shall be determined on the basis of the Participant's
actual Limitation Compensation for such Limitation Year.
C.5.3 Order of Determining Excess Amounts. If a Participant's
Annual Additions result in an Excess Amount, such Excess Amount shall be deemed
to consist of the amounts last allocated, except that Annual Additions
attributable to a welfare benefit fund shall be deemed to have been allocated
first regardless of the actual allocation date.
C.5.4 Simultaneous Allocation of Excess Amounts. If an Excess
Amount was allocated to a Participant on an allocation date of this Plan which
coincides with an allocation date of another defined contribution plan, the
Excess Amount attributed to this Plan shall be the product of:
C.5.4.1 The total Excess Amount allocated as of such
date (including any amount which would have been allocated but for the
limitations of Code section 415); times
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<PAGE> 64
C.5.4.2 The ratio of (A) the amount allocated to the
Participant as of such date under this Plan, divided by (B) the total amount
allocated as of such date under all defined contributions plans (determined
without regard to the limitations of Code section 415).
C.5.5 Disposition of Excess Amounts. If, pursuant to Section
C.1, there is an Excess Amount with respect to a Participant for a Limitation
Year, such Excess Amount shall be disposed of as follows:
C.5.5.1 First, any After-Tax Contributions, to the
extent their return would reduce the Excess Amount, shall be paid to the
Participant as soon as is administratively feasible. The Administrative
Committee shall certify to the Trustee(s) the amount of any such reduction to be
returned to any Participant and the name and address of the Participant.
C.5.5.2 Second, in the event the Participant is in the
service of the Company at the end of the Limitation Year, then such Excess
Amounts, as shall consist of Matching Company Contributions and Before-Tax
Contributions, shall not be distributed to the Participant, but shall be
reapplied to reduce future Matching Company Contributions (including any
allocation of forfeitures) and Before-Tax Contributions, respectively- in that
order, under the Plan for the next Limitation Year (and for each succeeding
Limitation Year as necessary) for such Participant, so that in each such
Limitation Year the sum of actual Matching Company Contributions (including any
allocations of forfeitures) and Before-Tax Contributions plus the reapplied
amount shall equal the amount of Matching Company contributions (including any
allocation of forfeitures) and Before-Tax Contributions which would otherwise be
allocated to such Participant's Matching Company Contribution Account and
Before-Tax Account, respectively, and C.5.5.3 Lastly, in the event the
Participant is not in the service of the Company at the end of the Limitation
Year, then such Excess Amounts, as shall consist of Matching Company
Contributions and Before-Tax Contributions, shall not be distributed to the
Participant but shall be held unallocated in a suspense account for the
Limitation Year and shall be used in the next Limitation Year (and succeeding
Limitation Years, as necessary) to reduce future Matching Company Contributions
(including any allocation of forfeitures) and Before-Tax Contributions for all
remaining Participants.
C.6 Reduction of Annual Addition. In making the reductions
required by Section C.3 the following adjustments with respect to the Limitation
Year, to the extent necessary, shall be made in the following order:
C.6.1 The After-Tax Contribution portion of such Annual
Addition shall be reduced.
-C-4-
<PAGE> 65
C.6.2 If the Annual Addition still needs further reduction,
then his or her Before-Tax Contributions shall be reduced.
C.6.3 If the Annual Addition still needs further reduction,
then allocations to a Participant's Matching Company Contributions Account shall
be reduced appropriately.
C.7 Adjustment to Defined Benefit Plan. Notwithstanding the
provisions of Section C.6, in the event that the limitation prescribed under
Section C.3 is exceeded with respect to any Participant who participates in the
Plan and a qualified defined benefit plan maintained ]or the Company, the
Participant's benefits under the defined benefit plan shall be adjusted prior to
making any adjustments under the Plan.
-C-5-
<PAGE> 66
APPENDIX D TO THE CAMPBELL SOUP COMPANY
SAVINGS AND 401(k) PLAN FOR HOURLY-PAID EMPLOYEES
CHANGE IN CONTROL
D.1 Termination or Amendment. Notwithstanding any provision
contained in the Plan to the contrary, for a period of two years following a
"Change in Control" (as hereinafter defined), the Plan may not be terminated or
amended in any way that would adversely affect the computation or amount of, or
entitlement to, benefits hereunder, including, but not limited to, (a) any
reduction in the right to make Before-Tax Contributions and After-Tax
Contributions by any individual who was an Employee on the date immediately
prior to a Change in Control, (b) a reduction in the level of Matching Company
Contributions with respect to such individuals or (c) any change in the
distribution or withdrawal provisions; provided, however, that the Plan may be
amended to the extent necessary to preserve its qualification under the Code.
Any amendment or termination of the Plan that (i) was at the request of a third
party who has indicated an intention or taken steps reasonably calculated to
effect a Change in Control or (ii) otherwise arose in connection with or in
anticipation of a Change in Control, shall be null and void, and shall have no
effect whatsoever.
D.2 Transfer of Accounts, Merger or Consolidation. Notwithstanding
any provision contained in the Plan to the contrary, upon the transfer of the
Individual Accounts of Participants who are Employees on the date immediately
prior to a Change in Control (other than a transfer, which together with all
other transfers within the preceding two years, represents the Individual
Accounts of less than five percent of the Participants in the Plan on the first
day of such two year period) to any other trust of the Company, or any other
company, or entity, or upon a partial termination of the Plan, in each case
within the two year period following a Change in Control (each, a "Triggering
Event"), all Participants who are Employees on the date of the Triggering Event
or whose accounts are being transferred shall be fully vested in their Matching
Company Contributions Accounts.
D.3 Termination of Employment. Notwithstanding any provision
contained in the Plan to the contrary, if the employment of any Participant who
was an Employee on the date immediately prior to the date of a Change in Control
is terminated by the Company for any reason (other than for Cause (as
hereinafter defined) within two years following a Change in Control, such
Participant shall be fully vested in his Matching Company Contributions Account.
D.4 Cause. For purposes of the Plan, the Company may terminate the
Employee's employment for "Cause" if the Employee (a) has been convicted of a
felony, or (b) has engaged in conduct that constitutes willful gross misconduct
that is demonstrably and materially injurious to the Company, monetarily or
otherwise. No act, nor failure to act, on the Employee's
-D-1-
<PAGE> 67
part, shall be considered "willful" unless he has acted, or failed to act, with
an absence of good faith and without a reasonable belief that his action or
failure to act was in the best interest of the Company.
D.5 Change in Control. For purposes of the Plan, a "Change in
Control" shall mean any of the following events:
D.5.1 The acquisition in one or more transactions by any
"Person" (as the term person is used for purposes of section 13 (d) or 14 (d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act")) of "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of
twenty-five percent or more of the combined voting power of Campbell's then
outstanding voting securities (the "Voting Securities"), provided, however, that
for purposes of this Section D.5.1, the Voting Securities acquired directly from
Campbell by any Person shall be excluded from the determination of such Person's
Beneficial Ownership of Voting Securities but such Voting Securities shall be
included in the calculation of the total number of Voting Securities then
outstanding); or
D.5.2 The individuals who, as of January 25, 1990, are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least two-thirds of the Board; provided, however, that if the election, or
nomination for election by Campbell's stockholders, of any new director was
approved by a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of the Plan, be considered as a member of the
Incumbent Board; or
D.5.3 Approval by stockholders of Campbell of (1) a merger or
consolidation involving Campbell if the stockholders of Campbell, immediately
before such merger or consolidation, do not own, directly or indirectly
immediately following such merger or consolidation, more than eighty percent of
the combined voting power of the outstanding voting securities of the
corporation resulting from such merger or consolidation in substantially the
same proportion as their ownership of the Voting Securities immediately before
such merger or consolidation or (2) a complete liquidation or dissolution of
Campbell or an agreement for the sale or other disposition of all or
substantially all of the assets of Campbell; or
D.5.4 Acceptance of stockholders of Campbell of shares in a
share exchange if the stockholders of Campbell, immediately before such share
exchange, do not own, directly or indirectly immediately following such share
exchange, more than eighty percent of the combined voting power of the
outstanding voting securities of the corporation resulting from such share
exchange in substantially the same proportion as their ownership of the Voting
Securities outstanding immediately before such share exchange.
-D-2-
<PAGE> 68
Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because twenty-five percent or more of the then
outstanding Voting Securities is acquired by (i) a trustee or other fiduciary
holding securities under one or more employee benefit plans maintained by the
Company or any of its subsidiaries, (ii) any corporation that, immediately prior
to such acquisition, is owned directly or indirectly by the stockholders of
Campbell in the same proportion as their ownership of stock in Campbell
immediately prior to such acquisition, (iii) any "Grandfathered Dorrance Family
Stockholder" (as hereinafter defined) or (iv) any Person who has acquired such
Voting Securities directly from any Grandfathered Dorrance Family Stockholder
but only if such Person has executed an agreement that is approved by two-thirds
of the Board of Directors and pursuant to which such Person has agreed that he
(or they) will not increase his (or their) Beneficial Ownership (directly or
indirectly) to 30% or more of the outstanding Voting Securities (the "Standstill
Agreement") and only for the period during which the Standstill Agreement is
effective and fully honored by such Person. For purposes of this Section ,
"Grandfathered Dorrance Family Stockholder" means at any time a "Dorrance Family
Stockholder" (as hereinafter defined) who or which is at the time in question
the Beneficial Owner solely of (v) Voting Securities Beneficially Owned by such
individual on January 25, 1990, (w) Voting Securities acquired directly from
Campbell, (x) Voting Securities acquired directly from another Grandfathered
Dorrance Family Stockholder, (y) Voting Securities that are also Beneficially
Owned by other Grandfathered Dorrance Family Stockholders at the time in
question, and (z) Voting Securities acquired after January 25, 1990 other than
directly from Campbell or from another Grandfathered Dorrance Family Stockholder
by any "Dorrance Grandchild" (as hereinafter defined), provided that the
aggregate amount of Voting Securities so acquired by each such Dorrance
Grandchild shall not exceed five percent of the Voting Securities outstanding at
the time of such acquisition. A "Dorrance Family Stockholder" who or that is at
the time in question the Beneficial Owner of Voting Securities which are not
specified in clauses (v), (w), (x), (y) and (z) of the immediately preceding
sentence shall not be a Grandfathered Dorrance Family Stockholder at the time in
question. For purposes of this Section , "Dorrance Family Stockholders" means
individuals who are descendants of the late Dr. John T. Dorrance, Sr. and/or the
spouses, fiduciaries and foundations of such descendants. A "Dorrance
Grandchild" means, as to each particular grandchild of the late Dr. John T.
Dorrance, Sr., all of the following taken collectively: such grandchild, such
grandchild's descendants and/or the spouses, fiduciaries and foundations of such
grandchild and such grandchild's descendants.
Moreover, notwithstanding the foregoing, a Change in Control shall
not be deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by Campbell that,
by reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person, provided
that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of Voting Securities by Campbell, and after such
share acquisition by
-D-3-
<PAGE> 69
Campbell, the Subject Person becomes the Beneficial Owner of any additional
Voting Securities that increases the percentage of the then outstanding Voting
Securities Beneficially Owned by the Subject Person, then a Change in Control
shall occur.
D.6 Appendix D Amendment. Notwithstanding any provision contained
in the Plan to the contrary, no provision of this Appendix D may be amended at
any time prior to the end of the two year period following a Change in Control
unless such amendment has been previously consented to in writing by at least
seventy-five percent of the Participants who are Employees on the effective date
of any such amendment.
D.7 Successors. Notwithstanding any provision contained in the
Plan to the contrary, the provisions of this Appendix D shall be binding upon
Campbell and its successors.
D.8 Severability. Notwithstanding any provision contained in the
Plan to the contrary, the provisions of this Appendix D shall be deemed
severable and the validity or unenforceability of any provision shall not affect
the validity or enforceability of the other provisions hereof.
D.9 Contrary Provisions. The provisions of this Appendix D shall
govern, notwithstanding anything contained in the Plan to the contrary.
-D-4-
<PAGE> 1
Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 4, 1996, which appears on
page 33 of the 1996 Annual Report to Shareholders of Campbell Soup Company,
which is incorporated by reference in Campbell Soup Company's Annual Report on
Form 10-K for the fiscal year ended July 28, 1996. We also consent to the
incorporation by reference in the Registration Statement of our report dated May
17, 1996 appearing on page 2 of the Annual Report of the Campbell Soup Company
Savings and 401(k) Plan for Hourly-Paid Employees on Form 11-K for the year
ended December 31, 1995.
PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
March 4, 1997
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
FORM S-8 REGISTRATION STATEMENT FOR
CAMPBELL SOUP COMPANY SAVINGS AND 401(k) PLAN FOR HOURLY-PAID EMPLOYEES
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John M. Coleman and John J. Furey, and each of them
severally, until April 30, 1997, their true and lawful attorneys-in-fact and
agents, with full power of substitution and revocation, for them and in their
name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 covering the registration under the Securities Act of 1933
for participations in the Campbell Soup Company Savings and 401(k) Plan for
Hourly-Paid Employees and any amendments thereto, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fat and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
CAMPBELL SOUP COMPANY February 27, 1997
---------------------
Signature
---------
/s/ David W. Johnson /s/ Phillip E. Lippincott
- ------------------------------ --------------------------------
David W. Johnson Phillip E. Lippincott
Chairman, President and Chief Director
Executive Officer and Director
/s/ Alva A. App /s/ Mary Alice Malone
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Alva A. App Mary Alice Malone
Director Director
/s/ Edmund M. Carpenter /s/ Charles H. Mott
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Edmund M. Carpenter Charles H. Mott
Director Director
/s/ Bennett Dorrance /s/ George M. Sherman
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Bennett Dorrance George M. Sherman
Director Director
/s/ Thomas W. Field, Jr. /s/ Donald M. Stewart
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Thomas W. Field, Jr. Donald M. Stewart
Director Director
/s/ Kent B. Foster /s/ George Strawbridge, Jr.
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Kent B. Foster George Strawbridge, Jr.
Director Director
/s/ Harvey Golub /s/ Charlotte C. Weber
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Harvey Golub Charlotte C. Weber
Director Director
/s/ David K. P. Li
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David K. P. Li
Director
