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                                                                    EXHIBIT 10.8

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                         VLASIC FOODS INTERNATIONAL INC.



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                           DEFERRED COMPENSATION PLAN



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                                                           Dated: March 30, 1998


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                           DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                        PAGE
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<S>                                                                             <C>
I.    DEFINITIONS.................................................................1


II.   ELIGIBILITY AND PARTICIPATION...............................................3


III.  CONTRIBUTIONS...............................................................4


IV.   FORFEITURE..................................................................5


V.    PLAN ADMINISTRATION.........................................................5


VI.   CLAIMS PROCEDURE............................................................5


VII.  AMENDMENT AND TERMINATION...................................................6


VIII. CHANGE IN CONTROL...........................................................6


IX.   MISCELLANEOUS..............................................................10
</TABLE>


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<PAGE>   3


                         VLASIC FOODS INTERNATIONAL INC.
                           DEFERRED COMPENSATION PLAN
                           (Effective March 30, 1998)


                   This is the Vlasic Foods International Inc. Deferred 
Compensation Plan, which is designed to provide eligible employees with an
additional method of planning for retirement. The Plan is intended to be an
"unfunded" plan maintained for the purpose of providing deferred compensation
for a select group of management or highly compensated employees for purposes
of Title I of the Employee Retirement Income Security Act of 1974, as amended.

                                    ARTICLE I

                                   DEFINITIONS

                   The following words and phrases, as used in the Plan, shall
have these meanings:

      SECTION 1.1 "ACCOUNT BALANCE" means the total amount of a Participant's
Contributions that are credited to a bookkeeping account, including hypothetical
income, gains and losses credited thereto.

      SECTION 1.2 "ADDITIONAL EMPLOYER MATCHING CONTRIBUTION" has the meaning
set forth in the Savings Plan.

      SECTION 1.3 "ANNUAL INCENTIVE PLAN" means the Vlasic Foods International
Inc. Annual Incentive Plan.

      SECTION 1.4 "AWARD" means an award under the Vlasic Foods International
Inc. Annual Incentive Plan, an approved Employer sales incentive compensation
program, or any other Employer incentive program that is authorized for
eligibility by the Plan Administrator.

      SECTION 1.5 "BENEFICIARY" means the person whom the Participant designates
to receive any unpaid portion of the Participant's AccoUnt Balance should the
Participant's death occur before the Participant receives the entire Account
Balance. If the Participant does not designate a Beneficiary, his or her
Beneficiary shall be his or her spouse if he or she is married at the time of
death, or his or her estate if he or she is unmarried at the time of death.

      SECTION 1.6 "BOARD OF DIRECTORS" means the board of directors of Vlasic.

      SECTION 1.7 "CAMPBELL" means Campbell Soup Company and any Campbell
subsidiary.

      SECTION 1.8 "CAUSE" means the termination of a Participant's employment by
reason of his or her engaging in conduct that constitutEs willful gross
misconduct that is demonstrably and materially injurious to his or her employer,
monetarily or otherwise, misappropriation of funds, willful and material
misrepresentation to the directors or officers of his or her employer, gross


<PAGE>   4

negligence in the performance of the Participant's duties having a material
adverse effect on the business, operations, assets, properties or financial
condition of Vlasic or a Subsidiary, or entering into competition with Vlasic or
a Subsidiary. No act, nor failure to act, on the Participant's part shall be
considered "willful" unless he or she has acted, or failed to act, with an
absence of good faith and without a reasonable belief that his or her action or
failure to act was in the best interest of Vlasic and its Subsidiaries.

      SECTION 1.9 "CODE" means the Internal Revenue Code of 1986, as amended.

      SECTION 1.10 "COMPENSATION" means:

                   (a) For purposes of the Salary Deferral Program, all amounts
that are treated as wages for Federal income tax withholding under section
340l(a) of the Code for the Plan Year plus amounts that would be paid to the
Executive during the year but for the Executive's election under a cash or
deferred arrangement described in section 401(k) of the Code or a cafeteria plan
described in section 125 of the Code. Notwithstanding the preceding sentence,
Compensation shall not include:

                           (i)  an Award under any incentive plan sponsored by
the Employer,

                           (ii) contributions by the Employer to this or any
other plan or plans for the benefit of its employees, except as otherwise
expressly provided in this Plan, or

                           (iii) amounts identified by the Employer as expense
allowances or reimbursements regardless of whether such amounts are treated as
wages under the Code. 

                   (b) For purposes of the Supplemental Savings Program, the
meaning set forth in the Savings Plan.

      SECTION 1.11 "CONTRIBUTION" means an amount deferred under the Plan
pursuant to a Participant's election, or credited to a ParticipAnt under Article
III, and credited to a Participant's Account Balance. No money or other assets
shall actually be set aside or contributed to such Account Balance.

      SECTION 1.12 "EFFECTIVE DATE" means March 30, 1998.

      SECTION 1.13 "EMPLOYER" means Vlasic and any Subsidiary that the Plan
Administrator designates as an Employer under the Plan.

      SECTION 1.14 "EXECUTIVE" means an employee of the Employer who, for any
Plan Year, is:

                   (a) classified as "exempt" under the Fair Labor Standards Act
of 1938, as amended;

                   (b) a "highly compensated employee" within the meaning of
section 414(q) of the Code; and

                                      -2-
<PAGE>   5

                   (c) designated by the Plan Administrator as eligible to
participate in the Plan.

      SECTION 1.15 "IRS COMPENSATION LIMIT" means the annual dollar limit
prescribed under section 401(a)(17) of the Code.

      SECTION 1.16 "LTIP" means the Vlasic 1998 Long-Term Incentive Plan.

      SECTION 1.17 "PARTICIPANT" means an Executive who elects to participate in
the Plan.

      SECTION 1.18 "PLAN" means the Deferred Compensation Plan, as amended, and
that consists of the Salary Deferral Program, the Supplemental Savings Program,
the LTIP Deferral Program and the Annual Incentive Plan Deferral Program.

      SECTION 1.19 "PLAN ADMINISTRATOR" means the Compensation and Organization
Committee of the Board of Directors, or its delegate or successor.

      SECTION 1.20 "PLAN YEAR" means the period beginning on [Distribution Date]
and ending December 31, 1998 and each 12-month period thereafter beginning
January 1 and ending December 31.

      SECTION 1.21 "PROGRAMS" are described in Section 2.1.

      SECTION 1.22 "SAVINGS PLAN" means the Vlasic Foods International Inc.
Savings and 401(k) Plan for Salaried Employees.

      SECTION 1.23 "SUBSIDIARY" means a corporation, domestic or foreign, the
majority of the voting stock of which is owned directly or indirectly by Vlasic.

      SECTION 1.24 "VLASIC" means Vlasic Foods International Inc.

      SECTION 1.25 "VLASIC GROUP" means Vlasic and all of its Subsidiaries on
and after the Effective Date.

                                   ARTICLE II

                          ELIGIBILITY AND PARTICIPATION

SECTION 2.1 ELIGIBILITY. Each Executive may elect to participate in one or more
of the following Programs under the Plan pursuant to the respective eligibility
requirements indicated:

                   (a) Salary Deferral Program, LTIP Deferral Program, Annual
Incentive Program. Each Executive shall be eligible to participate in the Salary
Deferral Program, the LTIP Deferral Program and the Annual Incentive Plan
Deferral Program.

                   (b) Supplemental Savings Program. Each Executive: (i) who
participates in the Savings Plan, (ii) whose annual Compensation, as defined in
Section 1.10(b), from the Employer exceeds the IRS Compensation Limit and (iii)
whose rate of contribution to the Savings Plan


                                      -3-
<PAGE>   6

meets or exceeds the amount determined in advance by the Plan Administrator, may
elect to participate in the Supplemental Savings Program.

      SECTION 2.2 EXECUTIVES OUTSIDE THE UNITED STATES. Notwithstanding any
other provision of the Plan to the contrary, an Executive whO is subject to tax
outside of the United States is not eligible to participate in any feature of
the Plan unless his or her participation has been approved in advance by the
Plan Administrator.

      SECTION 2.3 PARTICIPATION. Any Executive eligible under this Article II
shall become a Participant immediately upon enrolling as A Participant by the
method required by the Plan Administrator. An individual shall remain a
Participant until all amounts credited to the Participant's Account Balance have
been distributed to the Participant or his or her Beneficiary.

                                   ARTICLE III

                                  CONTRIBUTIONS

SECTION 3.1 SALARY DEFERRAL PROGRAM. On behalf of a Participant in the Salary
Deferral Program, the Employer shall contribute to his or her Account Balance:
(i) an amount equal to that portion of the Participant's Compensation that he or
she has elected to defer and (ii) with respect to a Participant who has elected
to defer Compensation pursuant to the Salary Deferral Program and who has also
elected to defer amounts under the Savings Plan, an amount equal to the matching
contribution the Employer would have made to the Savings Plan based on the
portion of Compensation the Participant defers under the Plan.

      SECTION 3.2 SUPPLEMENTAL SAVINGS PROGRAM. On behalf of a Participant in
the Supplemental Savings Program, the Employer shall contribute to his or her
Account Balance: (i) an amount equal to 2 1/2% of the difference between the
Participant's Compensation above the IRS Compensation Limit and the IRS
Compensation Limit itself; provided, however, that no amount shall be credited
hereunder for any period during which a Participant in the Supplemental Savings
Program is not also an active participant in the Savings Plan, (ii) such
additional amount as the Employer, in its sole discretion, may determine and
(iii) with respect to a Participant as to whom the Employer is prohibited,
because of Code limitations, from contributing a full Additional Employer
Matching Contribution, an amount equal to the contribution so prohibited.

      SECTION 3.3 LTIP DEFERRAL PROGRAM. On behalf of a Participant who
participates in the LTIP, the Employer shall contribute to his Or her Account
Balance an amount equal to that portion of an eligible LTIP Award that the
Participant has elected to defer under the Plan.

      SECTION 3.4 ANNUAL INCENTIVE PLAN DEFERRAL PROGRAM. On behalf of a
Participant who participates in the Annual Incentive Plan, the Employer shall
contribute to his or her Account Balance an amount equal to that portion of an
eligible Annual Incentive Plan Award that the Participant has elected to defer
under the Plan.


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                                   ARTICLE IV

                                   FORFEITURE

            Prior to a Change in Control, a Participant who is discharged for
Cause as determined by the Employer shall, unless otherwise determined by the
Plan Administrator in connection with the termination of his or her employment,
lose any right to receive payment of his or her Account Balance.

                                    ARTICLE V

                               PLAN ADMINISTRATION

SECTION  5.1 GENERAL. The Plan shall be administered by the Plan Administrator.
The Plan Administrator shall establish procedures and rules regarding the timing
of deferral elections, the time period for deferral, the forms of distribution,
the availability of death benefits, the measurement units for valuing Account
Balances, the transfer of Account Balances among measurement units, the
statements of Account Balances, the time and manner of payment of Account
Balances, and other administrative items for the Plan.

      SECTION 5.2 PLAN INTERPRETATION. The Plan Administrator 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 Contributions, the amount of
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 it shall
determine to be necessary or appropriate to operate the Plan in compliance with
the provisions of applicable law.

      SECTION 5.3 RESPONSIBILITIES AND REPORTS. The Plan Administrator may
pursuant to a written instruction name other persons to carrY out specific
responsibilities. The Plan Administrator shall be entitled to rely conclusively
upon all tables, valuations, certificates, opinions and reports that are
furnished by any accountant, controller, counsel, or other person employed or
engaged for such purposes.

                                   ARTICLE VI

                                CLAIMS PROCEDURE

SECTION 6.1 DENIAL OF CLAIM FOR BENEFITS. Any denial by the Plan Administrator
of a claim for benefits under the Plan by a Participant or Beneficiary shall be
stated in writing by the Plan Administrator and delivered or mailed to the
Participant or Beneficiary. The Plan Administrator shall furnish the claimant
with notice of the decision not later than 90 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


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<PAGE>   8

shall indicate the special circumstances requiring an extension of time and the
date by which the Plan Administrator expects to render the final decision. The
notice of the Plan Administrator's 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.

      SECTION 6.2 APPEAL OF DENIAL. The claimant shall have 60 days after
receipt of written notification of denial of his or her claim in which to file a
written appeal with the Plan Administrator. 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 or her claim. The Plan Administrator shall render a written decision on the
claimant's appeal ordinarily within 60 days after receipt of notice thereof but,
in no case, later than 120 days.

                                  ARTICLE VII

                            AMENDMENT AND TERMINATION

           Vlasic reserves the right to amend or modify the Plan at any time by
action of the Plan Administrator and each Employer reserves the right to
terminate the Plan as to its employees at any time by action of its board of
directors. Notwithstanding the foregoing, no such amendment, modification or
termination shall reduce any Participant's Account Balance as of the date of
such amendment, modification or termination.

                                  ARTICLE VIII

                                CHANGE IN CONTROL

SECTION 8.1 PROVISIONS. Notwithstanding anything contained in the Plan to the
contrary, the provisions of this Article VIII shall govern and supersede any
inconsistent terms or provisions of the Plan.

      SECTION 8.2 DEFINITION OF "CHANGE IN CONTROL". For purposes of the Plan
"Change in Control" means any of the following events:

                   (a)  The acquisition in one or more transactions by any
"Person" (as the term person is used for purposes of Section 13(d) or Section
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 (25%) or more of the combined voting power of
Vlasic's then outstanding voting securities (the "Voting Securities"); provided,
however, that for purposes of this Section 8.2(a), the Voting Securities
acquired directly from Vlasic 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


                                      -6-
<PAGE>   9

                   (b) The individuals who, as of the later of April 1, 1998 or
the first date that the membership of the Board of Directors reaches seven (7),
are members of the Board of Directors (the "Incumbent Board"), cease for any
reason to constitute at least two-thirds of the Board of Directors; provided,
however, that if the election, or nomination for election by Vlasic's
shareowners, 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

                   (c) Approval by shareowners of Vlasic of (i) a merger or
consolidation involving Vlasic if the shareowners of Vlasic, immediately before
such merger or consolidation, do not own, directly or indirectly, immediately
following such merger or consolidation, more than eighty percent (80%) 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 (ii) a complete liquidation or dissolution of Vlasic or an
agreement for the sale or other disposition of all or substantially all of the
assets of Vlasic; or

                   (d) Acceptance by shareowners of Vlasic of shares in a share
exchange if the shareowners of Vlasic, immediately before such share exchange,
do not own, directly or indirectly, immediately following such share exchange,
more than eighty percent (80%) 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.

      Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because twenty-five percent (25%) 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 Vlasic or any
of its subsidiaries, (ii) any entity that, immediately prior to such
acquisition, is entirely owned (directly or indirectly) by shareowners of Vlasic
in the same proportions as their ownership of stock in Vlasic immediately prior
to such acquisition, (iii) any "Grandfathered Dorrance Family shareowner" (as
hereinafter defined) or (iv) any Person who has acquired such Voting Securities
directly from any Grandfathered Dorrance Family shareowner 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 she (or they)
will not increase his or her (or their) Beneficial Ownership (directly or
indirectly) to thirty percent (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 shareowner" means at any time a
"Dorrance Family shareowner" (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 April 1, 1998, (w) Voting Securities
acquired directly from Vlasic, (x) Voting Securities acquired directly from
another Grandfathered Dorrance Family shareowner, (y) Voting Securities that are
also Beneficially Owned by other Grandfathered Dorrance Family shareowners at
the time in question, and (z) Voting Securities acquired after April 1, 1998
other than directly from Vlasic or from another Grandfathered Dorrance Family
shareowner by any "Dorrance Grandchild" (as


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<PAGE>   10

hereinafter defined); provided that the aggregate amount of Voting Securities so
acquired by each such Dorrance Grandchild shall not exceed five percent (5%) of
the Voting Securities outstanding at the time of such acquisition. A "Dorrance
Family shareowner" who or which is at the time in question the Beneficial Owner
of Voting Securities that are not specified in clauses (v), (w), (x), (y) and
(z) of the immediately preceding sentence shall not be a Grandfathered Dorrance
Family shareowner at the time in question. For purposes of this Section,
"Dorrance Family shareowners" 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 Vlasic 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 Vlasic, and after such share acquisition by Vlasic, 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.

      SECTION 8.3 DEFINITION OF "TERMINATION FOLLOWING A CHANGE IN CONTROL." For
purposes of the Plan, "Termination Following a Change In Control" means a
termination of employment:

                  (a) initiated by the employer of the Participant, other than
for Cause; or

                  (b) initiated by the Participant following one or more of the
following events: 

                         (i) an assignment to the Participant of any duties 
materially inconsistent with, or a reduction or change by his or her employer
in the nature or scope of the authority, duties or responsibilities of the
Participant from those assigned to or held by the Participant immediately prior
to the Change in Control;

                         (ii) any removal of the Participant from the positions
held immediately prior to the Change in Control, except in connection with
promotions to positions of greater responsibility and prestige;

                         (iii) any reduction by his or her employer in the
Participant's compensation as in effect immediately prior to the Change in
Control or as the same may be increased thereafter;

                         (iv) revocation or any modification of any employee
benefit plan, or any action taken pursuant to the terms of any such plan, that
materially reduces the opportunity of the Participant to receive benefits under
any such plan;


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<PAGE>   11

                         (v) a transfer or relocation of the site of employment
of the Participant immediately preceding the Change in Control, without the
Participant's express written consent, to a location more than fifty (50) miles
distant therefrom, or that is otherwise an unacceptable commuting distance from
the Participant's principal residence at the date of the Change in Control; or

                         (vi) a requirement that the Participant undertake
business travel to an extent substantially greater than the Participant's
business travel obligations immediately prior to the Change in Control.

      SECTION 8.4 CHANGE IN CONTROL YEAR. For purposes of the Plan, "Change in
Control Year" means a fiscal year of Vlasic in which a Change in Control occurs.

      SECTION 8.5 ACCRUED BENEFIT; TRUST ARRANGEMENT.

            (a) Upon a Change in Control, the benefits accrued as if invested in
Vlasic common stock shall be converted into a cash equivalent amount equal to
the greater of (i) the highest price per share of such stock (a "Share") paid to
holders of the Shares in any transaction (or series of transactions)
constituting or resulting in a Change in Control or (ii) the highest fair market
value per Share during the ninety (90) day period ending on the date of a Change
in Control multiplied by the number of Shares of Vlasic stock credited to a
Participant's Account Balance under the Plan. The resulting cash equivalent
amount shall promptly be credited to (i) the remaining hypothetical investments
in the Participant's Account Balance, in the same relative proportions as those
hypothetical investments or (ii) if an Participant's Account Balance was
credited entirely in the hypothetical Vlasic Stock fund, the most conservative
hypothetical investment.

            (b) Not later than a Change in Control, Vlasic and each of the other
Employers shall contribute to a trust arrangement described in Section 9.8 cash,
marketable securities or other property having a fair market value in an amount
equal to the sum of the amounts, determined by an actuary selected by Vlasic and
satisfactory to a majority of the Participants, using reasonable assumptions,
that will be sufficient to fund fully the Employer's obligations to pay the full
amount of all benefits to which the Participants (and their Beneficiaries) may
become entitled pursuant to the Plan.

      SECTION 8.6 AMENDMENT OR TERMINATION.

            (a) This Article VIII shall not be amended or terminated at any
time.

            (b) For a period of two (2) years following a Change in Control, the
Plan shall not be terminated or amended in any way, nor shall the manner in
which the Plan is administered be changed in a way that adversely affects the
Executive's right to existing or future Employer-provided benefits or
contributions provided hereunder.

            (c) Any amendment or termination of the Plan prior to a Change in
Control that (i) is at the request of a third party who has indicated an
intention or taken steps reasonably


                                      -9-
<PAGE>   12

calculated to effect a Change in Control or (ii) otherwise arises in connection
with or in anticipation of a Change in Control, shall be null and void and shall
have no effect whatsoever.

                                   ARTICLE IX

                                  MISCELLANEOUS

SECTION 9.1 NO EMPLOYMENT CONTRACT. The establishment or existence of the Plan
shall not confer upon any individual the right to be continued as an employee.
The Employer expressly reserves the right to discharge any employee whenever in
its judgment its best interests so require.

      SECTION 9.2 NON-ALIENATION. No amounts payable under the Plan shall be
subject in any manner to anticipation, assignment, or voluntary or involuntary
alienation.

      SECTION 9.3 GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of New Jersey to The extent not preempted
by federal law.

      SECTION 9.4 WITHHOLDING. The Employer shall withhold from any benefits
payable under the Plan all federal, state and local income taxes or other taxes
required to be withheld pursuant to applicable law.

      SECTION 9.5 INCAPACITY. If the Plan Administrator, in its sole discretion,
deems a Participant or Beneficiary who is eligible to receive any payment
hereunder to be incompetent to receive the same by reason of age, illness or any
infirmity or incapacity of any kind, the Plan Administrator may direct the
Employer to apply such payment directly for the benefit of such person, or to
make payment to any person selected by the Plan Administrator to disburse the
same for the benefit of the Participant or Beneficiary. Payments made pursuant
to this Section shall operate as a discharge, to the extent thereof, of all
liabilities of the Employer, the Plan Administrator and the Plan to the person
for whose benefit the payments are made.

      SECTION 9.6 NUMBER. For purposes of the Plan, the singular shall include
the plural, and vice versa.

      SECTION 9.7 BINDING UPON SUCCESSORS. The liabilities under the Plan shall
be binding upon any successor, assign or purchaser of tHe Employer or any
purchaser of substantially all of the assets of the Employer.

      SECTION 9.8 TRUST ARRANGEMENT. All benefits under the Plan represent an
unsecured promise to pay by the Employer. The Plan shall be unfunded and the
benefits hereunder shall be paid only from the general assets of the Employer
resulting in the Executives having no greater rights than the Employer's other
general creditors. Notwithstanding the foregoing, Section 8.5(b) shall be given
full effect in the event of a Change in Control and nothing herein shall prevent
or prohibit the Employer from establishing a trust or other arrangement for the
purpose of providing for the payment of the benefits payable under the Plan at
any other time.


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<PAGE>   13

      IN WITNESS WHEREOF, Vlasic Foods International Inc. has caused this Plan
to be duly executed as of March 30, 1998.



[CORPORATE SEAL]                               VLASIC FOODS INTERNATIONAL INC.




<TABLE>
<S>                                            <C>
Attest:                                        By:
       -------------------------                  ------------------------------------
               Secretary                           President and Chief Executive
                                                   Officer
</TABLE>







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