CAMPBELL'S Co — Director's Dealing 2013

Jan 9, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAMPBELL SOUP CO (CPB)
CIK: 0000016732
Period of Report: 2013-01-08

Reporting Person: WEBER CHARLOTTE C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-08	Common Stock	A	3055	$0.00	Acquired	65105	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-08	Phantom Stock	$	A	3055	Acquired		Common Stock (3055)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1626544	Indirect
Common Stock	27324	Indirect
Common Stock	11058785	Indirect

Footnotes

F1: Includes dividend reinvestment shares.

F2: Shares held under the Deed of Trust of Charlotte C. Weber dated May 10, 1968 ("1968 Trust"). The reporting person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein.

F3: Shares held by CSCS Holdings, Inc. ("CSCS Inc."), a corporation owned by the reporting person. The reporting person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein.

F4: Shares held by Suppe Holdings Limited Partnership ("Suppe"), a Delaware limited partnership of which CSCS Inc. is the general partner and the 1968 Trust is the limited partner. The reporting person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein.

F5: 1-for-1

F6: Phantom shares are fully vested.

F7: The value of phantom stock is payable in cash from the Company's Supplemental Retirement Plan upon reporting person's retirement, resignation or termination.